Best Business Practice Guidelines for Terms and Conditions of SaleOver the past few years, technology has greatly impacted printers’ business practices and rela­tionships with customers and third-party suppliers. Hereafter, supplier will be the term used to connote printers, mailers and other service providers. These Best Practices are not intended to be legally binding but is offered for use in client and supplier communications. Alterations/CorrectionsPrices estimated herein are based upon the supplier’s written understanding of the customer specifications submitted. No handwritten alterations to the printed portions of this agreement are valid unless initialed by the supplier and customer. Any changes to the original speci­fications of this agreement after accep­tance by supplier will be billed as extra charges at supplier’s usual rates. Brokers and Other IntermediariesWhen contracting with an intermediary such as a broker, ad agency or reseller for work on behalf of their customers, suppliers will hold the intermediary fully respon­sible for timely payment of invoices and for related collection costs, legal fees and interest. This will be done without regard to whether the intermediary has been paid by their customer for services rendered.Cancellation or DeviationIn the event of cancellation of or deviation from all or part of the work covered hereby, customer shall give the supplier as much notice as reasonably practica­ble. Customer shall be liable for all costs incurred by supplier resulting from such cancellation or deviation that are not otherwise avoidable by supplier through reasonable commercial efforts, including, without limitation, down press and bindery time, materials ordered or inventoried on customer’s behalf and not oth­erwise usable by supplier in the ordinary course of its business within a reason­able period of time at the scheduled plant of production, and related obligation ClaimsClaims for defects, damages, or shortages must be made by the customer in writing no later than 10 calendar days after delivery. If no claim is made within the speci­fied time period, the supplier and the customer will have mutually acknowl­edged that the job has been acceptedby the customer and that the sup­plier’s performance has fully satisfied all terms, condi­tions and specifications of the pur­chase agreement. Content and Refusal of WorkThe customer warrants that the work does not contain anything that is libelous, scandalous, or anything that threatens anyone’s right to privacy or other personal or economic rights.The supplier, when not acting in an illegal discriminatory manner, reserves the right at his or her discretion to reject any job tendered based on ille­gal, libelous, scandalous, improper, or unsubstantiated content or based on copyright, trade mark, trade name or service mark infringement related to any elements of the job.CopyrightsThe customer warrants that it has the right to produce the subject matter to be printed, duplicated or distributed. If the subject matter is copyrighted, the cus­tomer warrants that it owns the copyright or has express permission of the owner to reproduce the copyrightedsubject matter, and that it has not removed any copyright notice from any material to be reproduced without written permission. Creative WorkThe supplier may provide creative work in the form of creative briefs, ideas, con­cepts, demos, sketches, dummies, storyboards, comprehensive layouts, proto­types or by other means. Creative work may be communicated verbally, visually and/or electronically. This work is the sole property of the supplier and may not be used by the customer in any form or derivation without the supplier’s written permission or without customer’s payment of compensation as determined by the supplier. Customer’s rights to use such creative work shall further be limited to the original agreed-upon purpose and for any time limit specified unless other­wise agreed in writing. Customer FurnishedMaterials: furnished by customers or their representative are verified by deliv­ery tickets. The supplier bears no responsibility for discrepancies between deliv­ery tickets and actual counts. Customer-supplied paper must be delivered accord­ing to specifications furnished by the supplier. These specifications will include correct weight, thickness, pick resistance, and other technical require­ments. Artwork, film, color separations, special dies, tapes, disks, electronic files or other materials furnished by the customer must be usable by the supplier without alteration or repair. Items not meeting this requirement will be indentified by the supplier and may be repaired by the customer, or by the supplier at the supplier’s current rates. Damages/Limitation of LiabilityThe supplier’s maximum liability, whether by negligence, agreement, or other­wise, will not exceed the amount specified in the agreement. EstimateAn estimate not accepted in writing within thirty (30) days may be changed. No discount will be allowed unless specifically set forth in the estimate itself. Estimates are based on the supplier’s written understanding of the customer specifications and the accuracy of the specifications provided to the sup­plier by the customer. The supplier has the option to re-estimate a project at the time of submission by customer if project does not conform to the information on which the original estimate was based. Estimates are based on the cost of services, labor and materials on the date of the estimate. If changes occur in cost of materials, labor, or other costs prior to acceptance, or if the customer requires changes in specification, quantities, designs, or the production schedule sub­sequent to acceptance, or in the event of foreign or domestic legislation enacted by any level of government, including tax legislation, which increases the cost of producing, warehousing, or selling the goods or services purchased hereunder, supplier reserves the right to change the price estimated. Subsequent orders will be subject to price revision if required.Estimates do not include applicable taxes, shipping costs or deliveries unless specifically stated in the estimate. If there is a change in specifications or instructions to the original estimate and these changes result in additional costs, the supplier will inform the customer, in writing, what these additional costs will be. The work performed will be billed at the current rates as agreed, and the completion date may be delayed. Experimental and Preliminary WorkExperimental and preliminary work performed at customer’s request shall not be used without the supplier’s written consent.Express WarrantiesThe supplier warrants that the final work product will fully meet all of the require­ments of the purchase agreement in all material respects as agreed to by the supplier and the customer. Additionally, the supplier and the customer mutually acknowledge that all preliminary work, including but not limited to sketches, cop­ies, dummies, etc., are only intended to illustrate the general type and quality of the final work product, and are not intended nor are they required to meet fully all of the requirements of the purchase agreement as agreed to by the supplier and the customer. IndemnificationCustomer represents and warrants that neither the execution, delivery or per­formance, nor consummation of the transactions contemplated by this Agree­ment will result in actual or alleged infringement of any proprietary right (includ­ing, but not limited to, trademark, trade secret, patent or copyright rights), or any actual or alleged misuse of personally identifiable information, or violation of any other laws and regulations applicable, or a violation or breach of, or default under any provision of the charter, by-laws or any material agreement to which it is a party. At all times customer’s performance under this Agreement will be in com­pliance with any and all other rights arising from or in connection with the prod­ucts or services produced by the supplier at the direction of the customer Customer agrees to indemnify and save supplier harmless from any and all losses, claims, or damages (including legal costs and reasonable attorney fees) that supplier may suffer in connection with a claim related to any actual or alleged breach of the repre­sentations and warranties described above. Mailing ListsCustomer’s mailing list(s) in the supplier’s possession, for storage or otherwise, is the exclusive property of the customer and shall be used only at the cus­tomer’s instructions. The supplier shall provide reasonable and prudent protec­tion against the loss of a customer’s list, in much the same manner that the cus­tomer would itself. This includes adequate backup procedures for all files and programs. The supplier is not responsible for the accuracy or integrity of lists or other data supplied by the customer or a list broker. Unless otherwise specified in writing in advance, all rented mailing lists are provided on a one-time use basis. Supplier shall destroy all one-time use lists in accordance with the standard pro­cedures for same. OrdersOrders shall be effective upon acceptance by supplier. Accep­tance by supplier may be either by notification to customer or by commencing to produce work on the goods or services ordered. Acceptance of orders is subject to credit approval and other causes enumerated under Production Schedules. The work is to be performed according to specifications expressly set forth in the agreement and in any of supplier’s specifications relating to particular portions of the work, as provided to customer. If the customer furnishes its own paper for any work hereunder, the provisions of supplier’s furnished paper rider shall apply. If for any reason, other than solely supplier’s error, all or any part of the work must be redone, an additional charge will be made at current rates. An additional charge at current rates may also be made for work requested by the customerthat is different from or in addition to the work, as specified in the estimate.Outside PurchasesUnless otherwise agreed in writing, all outside purchases as requested or author­ized by the customer, are chargeable. Customer is responsible for payment for any paper which supplier has been authorized by the customer to purchase, includ­ing paper remaining on hand as the result of customer changing suppliers, discontinuing publication, or changing paper requirements. The supplier reserves the right to substitute comparable paper of a manufacturer different than that designated unless specified otherwise in the agreement.Overruns, Underruns, SpoilageOverruns or Underruns: will not exceed ten (10) percent of the quantity ordered, unless specified otherwise in the agreement. The supplier will invoice for the actual quantity delivered within this tolerance. If the customer requires a guaran­teed quantity, the percentage of tolerance must be stated at the time of estimate. In the case of a fulfillment agreement, fulfillment supplier is not respon­sible for normal spoilage of material that occurs naturally during processing. Spoilage: All direct mail handling and processing involves spoilage. Spoilage of up to three (3) percent of customer’s material is typical. Allowances for spoil­age should be taken into consideration in ordering material. Every effort will be made to handle customer’s material with frugality and to prevent undue spoilage. Nevertheless, the supplier cannot accept responsibility for shortages of material as a result of normal spoilage in processing. Counts: Suppliers accept outside manufacturers’ count until processing and assume no responsibility for shortages discovered at that time. Additional charges will apply if customer requires the supplier to verify outside manufac­turer’s counts prior to processing. Customer isexpected to provide supplier with sufficient inventory or adequate sources of supply to meet anticipated demand. Cost for backorders, delay notices, canceled orders and increased customer ser­vice resulting from out of stock conditions will be billed additional to customer.Collect shipment will be accepted by the supplier only if clearance is obtained in advance, and a service charge will be added to the actual freight charges. Sup­plier is not responsible for the condition of shipped overs, unless customer has been billed for packing and/or shipping.Shrinkage: Three categories of shrinkage allowances are typical in the fulfill­ment industry:

• (a) If the fulfillment supplier is not authorized to perform counts of the litera­ture or products received from customer, nor is there independent verifi­cation, then no realistic shrinkage expectations can be developed and the fulfillment supplier is not responsible for inventory shrinkage.
• (b) If the fulfillment supplier performs test counts, spot checks and weight counts, the industry standard for shrinkage is five (5) to ten (10) percent of the printed material received and two (2) to three (3) percent of prod­ucts received.
• (c) If the fulfillment supplier has been paid to count/verify valuable items on receipt and to maintain the counted material in a special secured envi­ronment, the standard shrinkage allowances do not apply, and the fulfill­ment supplier is responsible for losses that could have been prevented by exercising reasonable and prudent care.

Any liability for losses that the fulfillment supplier assumes is limited to the cost of thematerials ONLY and does not include indirect or consequential claims, such as loss of sales oropportunity. PostageEstimates do not include postage. The supplier will notify the customer in writing including by facsimile or by delivery-confirmed e-mail of the required postage as soon as this amount is known and will notify the customer of the date when the postage is needed in order to complete the mailing prior to the agreed upon mailing date. While the supplier will make every effort to provide the customer with an accurate estimate of required post­age, the supplier is not responsible for additional postage charges if the rate of postage changes for reasons beyond supplier control.Payment of postage in advance is required on all orders and is the responsibility of the customer. The supplier reserves the right to hold mailings for which suffi­cient postage has not been paid or until postage payment has been verified. The customer will provide the postage payment in adequate time for the supplier to complete the mailing prior to the previously agreed upon mail date.Prepress, Preparatory and ProofingA color proof is used to simulate how the printed piece will look prior to produc­tion on the printing press (offset or digital). Due to differences between the proofing substrates, equipment, and other conditions the proof may present a “reasonable” variation in color between the proof and printed piece. A “reason­able” variation in color between color proofs and the completed job may be ex­pected. When variations of this kind occur, it will be considered acceptable per­formance. • Proofs are not required by the customer;• The work is printed per the customer’s OK;• Requests for changes are communicated orally.When proofing color, a reasonable variation between color proofs or electronic renderings and the final product is to be expected. This is due to differences in viewing conditions, equipment, paper, inks, and toner between the color proofing process and print production. TaxesAll taxes and assessments levied by any governmental authority are the respon­sibility of the customer. All amounts due for taxes and assessments will be added to the customer’s invoice. No tax exemption will be granted unless official proof of the customer’s exemption is on file with the supplier or such documen­tation accompanies the order. If, after the customer has paid the invoice, it is deter­mined that more tax is due, the customer must promptly remit the required taxes to the taxing authority or immediately reimburse the supplier for any additional taxes paid.