These General Terms & Conditions (“Terms”) apply to any and all products of Polyfuze Graphics Corporation, Inc. (“Polyfuze Graphics Corporation” or “Seller”) purchased or used by any person, entity or other organization acquiring those products (“Buyer”). Seller makes various types of graphic products (“GRAPHICS” or “Products”). These Terms supersede any contrary provisions in any documents, including but not limited to any past, present or future purchase orders and/or any written or oral communications with any Buyer. Buyer accepts the terms and conditions of this document as a condition of receiving and/or using any GRAPHICS from Seller.
To the extent reasonably possible, Seller will attempt to ship GRAPHIC(S) to Buyer by the requested shipment date and/or in time to meet any requested delivery date in any Purchase Order. Seller recommends lead-time of 15-25 business days when ordering GRAPHICS. Seller cannot control actual in-transit shipping times. Production schedules can vary due to a variety of reasons and, therefore, shipment and delivery dates cannot be guaranteed.
Unless otherwise stated in these Terms, the delivery terms will be F.O.B. Seller’s warehouse. Buyer may specify to Seller the carrier Buyer desires to carry the GRAPHICS in writing at least seven (7) business days prior to shipment. Seller will use good faith efforts to use Buyer’s requested carrier. If no carrier is specified (or use of such requested carrier is not reasonably practicable), Seller may select any recognized common carrier without responsibility or liability to Buyer for such selection. Seller shall have no obligation to arrange for any valuation of the products being shipped over and above the standard valuation provided in the carrier’s tariffs or other rate schedules at the lowest rates of carriage. Buyer acknowledges that the risk of loss shall pass to Buyer upon the common carrier taking possession of the GRAPHICS and that Buyer shall have the sole responsibility to insure the GRAPHICS against loss and/or to make any special arrangements or valuations with the carrier.
3. TERMS OF PURCHASE AND PAYMENT
Upon request, Seller will provide Buyer with a written quote following confirmation of size and color information from Buyer. The quote provided will include MOQ and price structure based on purchase volumes. Prior to placing an order, Buyer must sign and return Seller’s Non-Disclosure Agreement (“NDA”) before the customer account can be set up. Seller requires a formal Purchase Order in writing. Seller does not acknowledge “forecast” as a purchase commitment. Seller will provide Buyer confirmation by email that formal Purchase Order has been received and is being processed. Cancellation of an order once it has entered the production process will result in restocking fee of up to 100% of order value. Once production orders have entered Seller’s Distribution area, they are considered “complete”. The provisions of these terms supersede any contrary provisions in a Purchase Order.
Payment terms: All orders are Cash In Advance, unless Buyer is approved by Seller in writing in advance for Net 30 payment terms.
4. PROOF APPROVAL
There is a PROOF APPROVAL process that must be completed by both Seller and Buyer prior to the start of the initial production of GRAPHICS by Seller. The PROOF ARROVAL process includes, but is not limited to: Confirmation of material type and the material color that the GRAPHICS will be applied to and confirmation of any items related to compliance of the finished part. Any Buyer supplied art will need to be reviewed by Seller and prepared for processing. Prior to production Buyer will receive a digital PROOF APPROVAL from the Seller. Once the Buyer provides approval of proof, production will be scheduled by Seller. PROOF APPROVAL is the process for Buyer’s PRE-PRODUCTION GRAPHICS INSPECTION APPROVAL. NOTE: Colors may not match Pantone colors specified on various color monitors or printers. Upon request, Seller will provide Buyer with vendor pigment information for each pigment that is planned to be used in the creation of their GRAPHICS. Orders cannot be changed or terminated following PROOF APPROVAL.
5. GRAPHICS TECHNICAL SPECIFICATION
Polyfuze™ GRAPHICS are intended for application to polyolefin materials. Polyfuze™ GRAPHICS are comprised of compatible pigmented material, instead of ink. Proper application may require variations in time, temperature and pressure. Buyer and Seller understand these settings will impact performance of the GRAPHICS. Buyer is solely responsible for proper application. Upon proper application, Polyfuze™ GRAPHICS will fuse to become a permanent part of the polyolefin product it is applied to. As a result, after proper application the GRAPHICS will be bound by the same rules as the polyolefin part itself. Depending on pigments used and other factors, GRAPHICS and the polyolefin part itself may experience some color fade and chalking over time.
6. SHORTAGES AND OVERAGES
Polyfuze Graphics™ Corporation has established a 5% manufacturing policy which means that we occasionally experience shortages or overages on custom order quantities due to normal manufacturing processes. By placing a purchase order, you acknowledge, understand and accept that your orders may be over or under by a maximum of 5% (though we normally print extra graphics for each job). In the event that we produce less than you ordered (within our 5% policy) we will adjust your invoice accordingly. When placing an order, please make sure you don’t leave yourself in a situation where your business is negatively impacted by a shortage of graphics.
7. PRE-PRODUCTION GRAPHICS INSPECTION
Buyer is responsible for inspecting the GRAPHICS upon receipt, including but not limited to visual comparison of GRAPICS delivered by Seller to the PROOF APPROVAL. NOTE: Seller’s color matching process takes into consideration the color of the polyolefin part. If GRAPHICS delivered by Seller do not appear to match the PROOF APPROVAL it may be necessary to apply GRAPHICS to confirm color match.
As expressed in the LIMITED WARRANTY, DISCLAIMER AND WAIVER OF CLAIMS, Seller cannot be held liable for GRAPHICS once the application process has commenced. Should any defects be identified during the PRE-PRODUCTION GRAPHICS INSPECTION the Buyer must contact Seller within ten (10) business days of delivery to report any issues. Since Graphic colors may not match until application, PRE-PRODUCTION GRAPHICS INSPECTION quality control should include application by the Buyer to confirm GRAPHICS color match. Any GRAPHICS delivered by the Seller and shown to be non-compliant with the GRAPHICS quality as provided in any applicable Technical Specification or PRE-PRODUCTION GRAPHICS INSPECTION need to be determined prior to production.
8. GRAPHICS STORAGE CONDITION REQUIREMENTS
Prior to application, GRAPHICS must be stored in climate controlled environment as follows: GRAPHICS should not be pressed or stacked upon. GRAPHICS should be stored at a temperature between 10C – 35C and should not be stored in direct sunlight. Partially used GRAPHICS rolls need to be re-rolled tightly and taped in place after initial use. Avoid storing GRAPHICS in container / cabinet along with chemicals or solvents. Permeation of chemicals or solvents can affect GRAPHIC performance.
9. LIMITED WARRANTY, DISCLAIMER AND WAIVER OF CLAIMS
We appreciate your purchase of a POLYFUZE™ GRAPHICS CORPORATION GRAPHICS product. We are pleased to present you with this Limited Warranty, Disclaimer, and Waiver of Claims (“Limited Warranty”).
The terms of this Limited Warranty state the entire obligation of Seller, or its successor and assigns, with respect to the GRAPHICS. The GRAPHICS are warranted only against any manufactured defects as described below within twelve (12) months from the date of manufacture and prior to application to any substrate, with written notice to Seller within that twelve (12) month period. The remedies under this Limited Warranty against manufactured defects are strictly limited to replacement of the GRAPHICS.
For the purposes of this Limited Warranty being provided to Buyer, the GRAPHICS are supplied as raw material components which are applied to a polyolefin product by Buyer. Seller provides a full warranty that the GRAPHICS meet technical specifications as tested and qualified by Buyer at the time of delivery. As Seller has no control over subsequent usage of application equipment, GRAPHICS, or application parameters including such variables as temperature, pressure, and dwell time that can have significant impact on the finished product, Seller does not provide and expressly disclaims any warranty obligation pertaining to the durability of the GRAPHICS for any period. Once the GRAPHICS are transferred or applied to any substrate, Seller makes no warranty of any kind.
Should the GRAPHICS fail to meet the technical specifications within twelve (12) months of the manufacture date and prior to application, and written notice Is given to Seller within twelve (12) months, Seller will replace, at its expense, the non-complying GRAPHICS, provided that the GRAPHICS have been stored in accordance with the following POLYFUZE™ GRAPHICS CORPORATION climate controlled environment storage requirements:
The GRAPHICS should not be pressed or stacked upon.
The GRAPHICS should be stored at a temperature between 10C – 35C.
The GRAPHICS should not be stored in direct sunlight.
Partially used GRAPHICS rolls need to be re-rolled tightly and taped in place after initial use.
In the event these requirements are not followed, this Limited Warranty is void. To prove that the GRAPHICS do not comply with the technical specifications, Buyer must, in writing within twelve (12) months of the manufacture date and prior to application, provide Seller the Item Code, Item Description, PO Number and ID Number affixed to the inner core of the GRAPHICS rolls delivered to Buyer, and prove that the storage requirements have been met.
The GRAPHICS are made from polyolefin materials. Successful application of the GRAPHICS requires that three application components (e.g. temperature, pressure and dwell time) be in compliance with the requirements for proper application that results in complete fusion of GRAPHICS to substrate. Buyer understands that these settings impact the GRAPHICS’ performance. Upon request, Seller will provide free phone and/or email technical assistance to Buyer on the proper application of the GRAPHICS. On-site assistance is also available at a mutually agreeable fee to Buyer. Once the application process has been initiated by Buyer, Seller no longer has control over the conditions to which the GRAPHICS will be exposed and used under (e.g. application guidelines, operator error, temperature, environment, substrate, chemicals, etc.). As a consequence, Seller offers no warranty and cannot be held liable for the GRAPHICS once the application process has commenced.
THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, PROVIDED WITH THE GRAPHICS. THE GRAPHICS PROVIDED BY SELLER ARE NOT WARRANTED AS SUITABLE FOR ANY PARTICULAR PURPOSE PARTICULAR TO THE BUYER’S USES AND APPLICATION. IT IS THE BUYER’S RESPONSIBILITY TO DETERMINE, IN THE BUYER’S SOLE JUDGMENT, THE SUITABILITY OF THE GRAPHICS FOR ANY PURPOSE PARTICULAR TO THE BUYER. SELLER ASSUMES NO RESPONSIBILITY FOR THE SELECTION OR FURNISHING OF PRODUCTS SUITABLE TO THE INDIVIDUAL NEEDS OF THE BUYER. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR OF THE FITNESS OF THE GRAPHICS FOR ANY PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. THE BUYER ASSUMES ALL RISKS OF PERSONAL INJURY OR PROPERTY DAMAGE FOR THE USE OF THIS GRAPHICS.
Seller expressly disclaims any liability of any kind whatsoever, whether for negligence, product liability, strict liability or otherwise. Any damages for any tort, contract, breach of any expressed or implied warranty or any other type of claim that by operation of law survives this Limited Warranty are expressly limited to replacement of the GRAPHICS as provided for herein. Buyer agrees that Seller, including its officers, directors, agents or employees, shall not be liable in any way for any damages of any kind, whether direct, indirect, punitive, special incidental or consequential damages, arising out of or relating to the use of these GRAPHICS and/or for any kind of alleged defect in these GRAPHICS, whether based in contract, tort, strict liability or otherwise.
BY PURCHASING ANY GRAPHICS, BUYER EXPRESSLY WAIVES ANY AND ALL CLAIMS OR POTENTIAL CLAIMS WHICH MAY ARISE AGAINST SELLER, INCLUDING ANY OF ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, ARISING OUT OF OR RELATING IN ANY WAY TO BUYER’S USE OF THE GRAPHICS, INCLUDING ANY AND ALL POTENTIAL CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND BREACH OF AN EXPRESSED OR IMPLIED WARRANTY OF ANY KIND AND BUYER EXPRESSLY RELEASES SELLER AND ALL OF ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES FROM ANY SUCH CLAIMS.
If any part of this Limited Warranty shall be invalid or unenforceable, then the remaining provisions of this document shall remain in full force and effect. This Limited Warranty is governed by the laws of the State of Arizona and any other applicable federal law. By using the GRAPHICS, Buyer consents to bring any and all disputes arising out of or relating to the use of this Product in Arizona state court in Yavapai County, Arizona or in a federal court of competent jurisdiction in Arizona. By using the GRAPHICS, Buyer demonstrates its acceptance without modification of the terms, conditions and notices contained in this Limited Warranty.
10. LIMITATION OF LIABILITY
Notwithstanding any provision herein to the contrary, and other than as otherwise expressly set forth herein, Buyer acknowledges and agrees that Seller shall have no liability to Buyer in connection with the GRAPHICS in excess of the total amount off consideration paid to Seller hereunder. No action shall be brought by Buyer for any breach of any contract arising or resulting from this Agreement more than one year after the cause of action therefor accrues.
11. FORCE MAJEURE
Seller shall not be liable for any failure or delay in performance for the period that such failure or delay is due to causes beyond its control, such as but not limited to War, Acts of God, Forces of Nature, fire, earthquakes, drought, floods, acts of terrorism, strikes and any other matters beyond Seller’s reasonable control.
Seller’s processes, procedures, composition and material configuration of and for all GRAPHICS are the confidential and proprietary information of Seller. Buyer agrees not to use or disclosure any confidential information of Seller, and also agrees not to attempt to analyze or reverse engineer any GRAPHICS for any purpose.
13. CONFIDENTIAL INFORMATION
Confidential information includes, but is not necessarily limited to, any and all information regarding the Company’s manufacturing processes, procedures, methods and means for applying raw material GRAPHICS to a product. Recipient shall not analyze, decompile, or reverse engineer or cause a third party to analyze, decompile or reverse engineer any of the raw material GRAPHICS for any purpose.