Sales Agreement, Terms and Conditions including quotations, orders, delivery, production schedules, cancellations and other issues.

GENERAL DESCRIPTION OF GOODS AND ORDERS / ACCEPTANCE / PURCHASE - PRE-PRESS PROCEDURES AND POLICIES

General Description of terms

COLOR K shall sell, transfer, and deliver to BUYER the goods as described in the order invoice. The parties intend the foregoing description to be for the purposes of identification of the goods to this Contract only and not to made part of the basis of the bargain. This Contract is effective as of the date signed by both parties and will continue in effect until cancelled by either party via written notice to the other party.

Acceptance / Purchase / Pre-Printing Procedures

BUYER shall accept the goods and pay any and all amounts in accordance with the terms of this Contract. Acceptance of the order by COLOR K shall not be effective until acceptance and acknowledgement of receipt of payment by COLOR K. Acceptance by COLOR K may be either by notification to the BUYER or by commencing to produce work on the merchandise ordered.

1 Quotation and Prices
A custom quote not accepted within THIRTY (30) days may be changed. Prices on products and special promotions within our website are subject to change at any time. If a conflict exists in terms of the BUYER's purchase order and the terms of this Contract, the terms stated in this Contract will govern, unless otherwise agreed in writing by COLOR K. COLOR K's failure to object to provisions in BUYER's purchase order will not be deemed a waiver or modification of any of the terms and conditions set forth in this Contract. Any production figures quoted are approximate, based on the conditions as understood by COLOR K, but actual figures may vary substantially depending on operating conditions. Hence, no such figures are guaranteed.

2 Accuracy of specifications
Quotations are based on the accuracy of the specifications provided. COLOR K can requite a job at time of submission if copy, film, tapes, disks, or other input materials do not conform to the information on which the original quotation was based.

3 Alterations Corrections
BUYER alterations include all work performed in addition to the original specifications provided. All additional work will be charged at COLOR K's standard rates.

4 Electronic Manuscripts or images
It is the BUYER's responsibility to maintain a copy of the original file. COLOR K is not responsible for accidental damage to media supplied by the BUYER or for the accuracy of furnished input or final output. Until digital input can be evaluated by COLOR K, no claims or promises are made about COLOR K's ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise. Any additional translating, editing, or programming needed to utilize BUYER-supplied files may be billable.

5 Experimental Work
Experimental or preliminary work performed at BUYER's request will be billed to the BUYER at COLOR K's rates. This work cannot be used without COLOR K's written consent.

6 Creative Work
No use shall be made, except by written permission of COLOR K for all use of this work and for any derivation of ideas from it and compensation (if any) to be determined by COLOR K.

7 Color Proofing
A color proof is used to simulate how the printed piece will look. Because of differences in equipment, paper, links, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance. If your job will be printed in offset and is color critical you must request a Matchprint color proof, as we do not guarantee color accuracy with digital email or laser proof. If your job will be printed digitally and is color critical you must request a laser color proof, we do not guarantee color accuracy with digital online or email proof.
8 Prepress Proofs
COLOR K will submit pre-press proofs along with original copy for the BUYER's review and approval when requested by the BUYER. Corrections will be returned to COLOR K on a "master set" marked either: "OK" , "OK WITH CORRECTIONS" or "REVISED PROOF REQUIRED" , and signed by the BUYER. Until the master set is received, no additional work will be performed. COLOR K will not be responsible for undetected production errors if: 1) PROOFS ARE NOT REQUIRED BY THE BUYER OR SENT BY MAIL. 2) THE WORK IS PRINTED AS PER THE BUYERÕS OK. 3) REQUESTS FOR CHANGES ARE COMMUNICATED ORALLY.

9 Press Proofs
Press proofs will not be furnished unless they have been required in writing in the COLOR K quotation. A press sheet can be submitted for the BUYER's approval as long as the BUYER is present at the press during make-ready. COLOR K will charge at the current rates for any press time lost or alterations/corrections made because of the BUYER's delay or change of mind.

OWNERSHIP OF MATERIALS /PRODUCTION SCHEDULES

Ownership of Materials

1 Buyer / Furnished Materials
Materials furnished by BUYERs or their representative are verified via delivery tickets. COLOR K bears no responsibility for discrepancies between delivery tickets and actual counts. BUYER supplied paper must be delivered according to specifications furnished to COLOR K. These specifications will include 1) correct weight, 2) thickness, 3) pick resistance, and other technical requirements. Artwork, film, color separations, special dies, tapes, discs, or other materials furnished by the BUYER must be usable by COLOR K without alteration or repair. Items not meeting this requirement may be repaired by the BUYER or by COLOR K, and will be billable at our current rates.

2 Buyer's property
Color K Corp. will only maintain fire and extended coverage on property belonging to the client while the property is in the supplier's possession. COLOR K's liability for this property will not exceed the amount recoverable from the insurance. Additional insurance coverage may be obtained if it is requested in writing, and if the premium is paid to COLOR K.

3 Preparatory Materials
Artwork, type, plates, negatives, positives, tapes, disks, and all other items supplied by COLOR K remain the supplier's exclusive property.

Production Schedules

Production schedules will be established and followed both by the BUYER and COLOR K. There will be no liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God, or other causes beyond the control of COLOR K. In such cases, schedules will be extended by an amount of time equal to the delay incurred. Turnaround time begins on receipt by COLOR K of BUYER proof of approval in writing.

PAYMENT TERMS, SERVICE FEES, TAXES

Payment

1 Payment Terms
BUYER shall make payment for the goods at the rate as quoted in the invoice at the time when the order is placed by the BUYER. All payments are due and payable at the COLOR K offices in Miami, Florida. Payment is by accepted and approved credit card, all other payment methods will be arranged in writing previous to commencement of work on any order. There will be no extension of or change in the time for payment due to delays on the BUYER's part without COLOR K's written approval.

2 Late Payments
If payment is not made when due, or if BUYER violates this Contract, BUYER will pay COLOR K a late charge at 18% per annum on the amount due, plus dealers reasonable attorney's fees for all matters including but not limited to appeals, mediation, bankruptcy proceedings, plus all other costs of collection.

Over-Runs / Under-Runs

Over-runs or under-runs will not exceed 10%. COLOR K will bill for actual quantity delivered within this tolerance. If the BUYER requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.

Storage and Storage Fees

COLOR K will retain intermediate materials until the related end-product has been accepted by the BUYER. If requested by the BUYER, intermediate materials will be stored for an additional period for additional charge. Color K Corp is not liable for any loss or damage to stored material beyond what is recoverable by the supplier's fire and extended insurance coverage.

Outside Purchases

Unless otherwise agreed in writing, all outside purchases as requested or authorized by the BUYER are chargeable.

Telecommunications Fees

Unless otherwise agreed, the BUYER will pay for all transmission charges. COLOR K is not responsible for any errors, omissions, or extra costs resulting from faults in the transmission.

Taxes

All prices are subject to all federal, state, local sales, use, excise and other taxes on the production, sale, use, or shipment of the goods sold, now or subsequently becoming effective, and if not included in the invoice for the goods, such amount may be invoiced later. All amounts due for taxes and assessments and are the responsibility of the BUYER. No tax exemption will be granted unless the BUYER's "Exemption Certificate" (or other official proof of exemption) accompanies the purchase order. If, after the BUYER has paid the invoice, it is determined that more tax is due, then the BUYER must promptly remit the required taxes to the taxing authority, or immediately reimburse COLOR K for any additional taxes paid.

DELIVERY / RECEIPT OF GOODS

Delivery

Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. Color K Corp's platform. Proposals are based on continuous and uninterrupted delivery of the complete order. If the specifications state otherwise, Color K Corp will charge accordingly at current rates. Charges for delivery of materials and supplies from the BUYER to Color K Corp, or from the BUYER's representative to Color K Corp, are not included in quotations unless specified. Title for finished work passes to the BUYER upon delivery to the carrier at shipping point, or upon mailing of invoices for the finished work or its segments, which ever occurs first. No delay in shipment or delivery will give rise to any liability for damages, including but not limited to incidental or consequential damages for lost profits, lost sales, or injury to persons or property, and BUYER waives and releases any such claim. BUYER's acceptance of goods also constitutes a waiver of any claim for delay.

Risk of Loss Provision
The risk of loss or damage to goods will pass to BUYER when placed with a common carrier at the F.O.B. point of delivery, ( i.e. COLOR K's platform). Insurance against loss or damage to the goods is the BUYER's responsibility.

Receip of Goods / Procedure for non-conforming Orders

Claims for defects, damages, or shortages must be made by the BUYER in writing no later than FIVE BUSINESS DAYS (5) after delivery. If for any reason the order is not acceptable BUYER must return the job no later than TEN BUSINESS DAYS (10) for an inspection and reprint if needed. If no such claim and return is made, Color K Corp and the BUYER will understand that the job has been accepted. We maintain the right to judge what a manufacturing error and defect is. By accepting the job, the BUYER acknowledges that Color K Corp's performance has fully satisfied all terms, conditions, and specifications. Color K Corp's liability will be limited to the quoted selling price of defective goods, without additional charge for special or consequential damage or as specified. As security for payment of any sum due under the terms of an Contract, Color K Corp has the right to hold and place a lien on all BUYER property in Color K Corp's possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made, the BUYER is liable for all collection costs incurred, including a minimum of TWENTY FIVE DOLLARS ($ 25) on all returned checks.

DISCLAIMER OF LIABILITIES

Color K makes no express or implied warranties, including any warranty of merchantability, fitness for a particular purpose, or suitability.

Disclaimer of express warranties

COLOR K warrants that the work is as described in the purchase order. The BUYER understands that all sketches, copy, dummies, and preparatory work shown to the BUYER are intended only to illustrate the general type and quality of the work. They are not intended to represent the actual work performed.

Disclaimer of implied warranties

COLOR K warrants only that the work will conform to the description contained in the purchase order. COLOR K's maximum liability, whether by negligence, Contract, or otherwise, will not exceed the amount specified in the Contract. Under no circumstances will COLOR K be liable for specific, individual, or consequential damages.

INDEMNIFICATION PROVISIONS

General statement of indemnification

BUYER agrees to indemnify, defend, and hold COLOR K harmless from any claim, demand, losses, expenses, attorneys fees, and other obligations incurred by the dealer which arise out of BUYER's acts or omissions with respect to any goods sold by dealer to BUYER or with respect to any other matter or transaction between the parties or which arise out of BUYER's violation of any law.

Copyrights

The BUYER warrants that the subject matter to be printed is not copyrighted by a third party. The BUYER also recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The BUYER further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the BUYER agrees to indemnify and hold the supplier harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided.

REFUND POLICY AND CANCELLATIONS

Color K Refund Policy

All sales are final, no refunds are available on orders unless no files have been sent to press or requested the same business day. On orders for which work has not started a TWENTY FIVE DOLLAR ($ 25) processing fee will be charged.

Cancellations

An order once placed with and accepted by COLOR K can be cancelled only with our consent, and upon terms that will compensate us against loss. COLOR K may cancel the sale of any and all goods not yet delivered, produced, or paid for by BUYER if:
1. BUYER defaults on that or any other sale at any time
2. BUYER defaults under this Contract at any time
3. BUYER makes any misrepresentation to COLOR K.
4. BUYER is the subject of a proceeding under current bankruptcy laws
5. It appears to COLOR K, that BUYER's financial condition is such that the BUYER will not be able to pay for the goods when payment is due.

GOVERNING LAW

The parties acknowledge that the transaction that is the subject matter of this Contract bears a reasonable relation to the State of Florida and both parties agree that the law of the State of Florida will govern their rights and duties. The parties specifically intend that the provisions of Article 2 of the Florida Uniform Commercial Code will control as to all aspects of this Contract and its interpretation, and that all the definitions contained therein will be applicable to this Contract except where this Contract may expressly provide otherwise, without regard to its conflict of laws rules.

Venue for litigation / limitations

Venue for litigation between the parties will be in Dade County, Florida. No action for breach of any term of sale, or any other duty of COLOR K with respect to goods or services may be commenced more than one year after the cause of action accrues.

INTEGRATED CONTRACT

This is the entire Contract between the parties and may not be modified or amended except by a written document signed by the party against whom enforcement is sought. Paragraph headings are for convenience only and are not intended to expand or restrict the scope of the substance of the provisions of this Contract. Wherever used in this Contract, the singular includes the plural, the plural includes the singular, and pronouns are to be read as masculine, feminine, or neuter as the context requires.

Miscellaneous Provisions

1. All notices required or permitted to be given under this Contract will be in writing and will be deemed to have been properly given on the date of actual receipt by the addressee if personally delivered to the party via hand delivery, overnight courier, next day delivery guaranteed, or U.S. Mail.

2. In consideration of COLOR K producing goods for BUYER, the person signing this Contract on behalf of BUYER represents and warrants that he or she is authorized to sign this Contract on behalf of the BUYER and personally jointly and severally guarantees BUYER's performance of this Contract and payment by BUYER. The undersigned and the BUYER warrant that the information given above is true and correct in all respects.

3. The meaning of all words in this Contract will be construed and defined as in the UCC and Article 2 of the Florida Commercial Code, unless otherwise stated.