Terms and Conditions Applicable to Quotations and Invoices1. Quotations. A quotation not accepted within 30 days is subject to review. All prices are based on material costs at the time of quotation. 2. Orders:
(a) All orders which are placed in full or part upon a quotation, whether verbal or written, shall be deemed to include and shall be subject to each of the terms and conditions hereof; (b) All such orders shall be subject to final acceptance and approval by Vinyl Art, Inc. (c) After acceptance by Vinyl Art, Inc. as provided in subsection (b) above, no such order may be cancelled by the customer except upon terms which will compensate Vinyl Art, Inc. for special, consequential, and/or other damages incurred as a result of such termination, including lost profits and attorney’s fees and costs incurred by Vinyl Art, Inc.3. Governing Law, Jurisdiction and Venue. This Agreement shall be construed and governed by the laws of the State of Minnesota. Customer hereby agrees to submit to the jurisdiction and venue of the County of Hennepin, State of Minnesota. Customer further agrees that all sales made pursuant to this Agreement are made and that the terms of this Agreement have been and are performed within the State of Minnesota. 4. Payment. Payment is due from Customer to Vinyl Art, Inc. net 30 days from date of invoicing. 5. Interest on Delinquent Account. In the event payment is not made when due, interest on the outstanding balance will accrue at the rate of 1 – 1 ½% per month (an annual percentage rate of 18%). 6. Attorney’s Fees. In the event Customer defaults in the terms of payment, Vinyl Art, Inc. may recover from Customer all costs incurred for collection of the sums due including, without limitation, reasonable attorney’s fees whether or not such collection includes the commencement of a lawsuit. 7. Delivery. Vinyl Art, Inc. shall deliver the merchandise F.O.B. its plant. Delivery dates are approximate, subject to normal variations customary in the industry and unforeseen delays. Vinyl Art, Inc. shall not be responsible to delays for failure to perform caused by strikes, failure of supply materials, government rules, orders, laws regulations, destruction of its plant, the existence of unusual market conditions, or by flood, fire, delays of carriers, and acts of God or other similar occurrence beyond the control of Vinyl Art, Inc. 8. Return Policy. Non-stock and custom products are not returnable. Stock products may be returned at the discretion of Vinyl Art, Inc. and is subject to restocking fees and freight charges within 10 working days after receipt of product. Return authorization must be received before return will be accepted. 9. Title and Risk of Loss. Full risk of loss and title passes to the Customer upon delivery of the merchandise to the carrier at shipping point. Claims for loss or damage in shipment must be made directly to the carrier. Customer is responsible for obtaining insurance for merchandise stored on Vinyl Art, Inc.’s premises. Vinyl Art, Inc. accepts no responsibility for loss or damage to Customer’s goods stored on its premises. 10. Claims for Defects in Material, Workmanship, Billing Errors and Shortages. Claims for defects in material or workmanship or billing errors or shortages must be made by Customer in writing within a period of 10 days after delivery of all or any part of the order giving rise to such claim or, in the case of billing errors, 10 days after date of invoicing. Failure to make such a claim within the stated period shall constitute irrevocable acceptance and admission that such part of the order so delivered complies with all terms, conditions and specifications or that the invoice is correct as stated. Overruns or underruns not to exceed 10% shall constitute acceptable deliveries according to industry standards. Overrun billing will be at the quoted price per M price. Tooling tolerances are +/- 1/16”. Proper handling of vinyl and other manufactured products is customer’ responsibility. Variable temperatures effect plastic detrimentally. 11. Warranty. Vinyl Art, Inc. warrants its products to be free from defects in materials and workmanship under normal use for a period of 30 days from the date of delivery to Customer. This warranty is in lieu of any and all other warranties or conditions, express, implied, statutory or otherwise, including, but not limited to those of merchantability or fitness for a particular purpose. 12. Limitation of Damages. The liability of Vinyl Art, Inc. under this Agreement, including whether in contract, in tort, under any warranty or otherwise, shall not under any circumstances exceed the price paid by Customer to Vinyl Art, Inc. under this contract. Vinyl Art, Inc. shall have no liability for special, indirect, incidental, or consequential damage, lost profits, or other economic loss whether arising in contract or tort and the same are hereby expressly waived and excluded by Customer. 13. Limitation of Action. Any action against Vinyl Art, Inc. arising out of the sale of goods under this Agreement shall be brought within one year of discovery of such breach or is forever barred. 14. Default By Customer. Any default by Customer in the prompt payment of amounts due Vinyl Art, Inc. hereunder shall entitle Vinyl Art, Inc. to immediately stop all work under this Agreement and Customer expressly waives and releases Vinyl Art, Inc. from any and all claims for damages by reason of said stoppage. Vinyl Art, Inc. may retain possession of materials supplied by Customer without any liability until all amounts due from Customer hereunder have been paid. 15. Severability. It is agreed that if any portion of these terms and conditions shall be declared invalid or unenforceable, the remaining provisions shall continue in full force and effect. 16. Responsibility. Vinyl Art, Inc. may act as a subcontractor and is not responsible or liable for any taxes, royalties, fees, copyrights, registration, licensing (or infringement thereof), or freight damages. 17. Entire Agreement. These terms and conditions, along with the Agreement on the reverse side, constitute the entire agreement of the parties with respect to the subject matter hereof and the provisions herein shall supersede any and all prior agreements or understandings between the parties with respect to such subject matter. This Agreement may be modified only in writing signed by a duly authorized representative of each party.