TERMS AND CONDITIONS OF SALE 

Acceptance (Offer and Agreement)   These terms and conditions constitute the entire and exclusive agreement between the parties.  No other modification of these conditions of sale shall be effective unless agreed upon by both parties and made official, in writing.

Assent to Terms and Conditions    Buyer agrees to have full knowledge of these conditions printed herein and shall be binding between Buyer and Purchaser.  These terms shall be controlling in the event of any conflict thereof with the terms and conditions set forth on the attached form.  Irrespective of the fact that one or more terms may be left open in this Agreement, the parties do intend to make a contract. 

Payment Terms    Payment for Online orders will only be accepted through credit card processing; the following credit cards are accepted for use: Visa, MasterCard, and Discover.  

Prior Agreements    It is understood that there are no conditions or agreements outside of this written proposal, and that all prior conversations, agreements, or representations with reference to the subject matter contained herein are hereby superseded.

Price, Price Adjustment & Additional Charges    Prices quoted are based on material and labor cost as of the date of the estimate, and are subject to increase or decrease in accordance with any labor or material cost that may transpire before acceptance.  Quoted prices do not constitute acceptance of the job.  Only after review of final specifications and all pertinent information at the time of order, will the price be considered accepted by Producer.  Proposal is only for work according to the original specification upon which the proposal is based.  Additional work done or consumed by reason of buyer’s alterations of molds, copy proofs, changes made in work or material, holding of “presses” and other delays caused by Buyer, may result in modified pricing. 

Credit    The Producer shall have the right, if necessary, to retain possession of and shall have the lien to all Buyer’s property in the Producer’s possession, without further notice, including work in progress and finished work.  The extension of credit or acceptance of notes, trade acceptances, or guarantee of payment shall not affect such security interest and lien.   The Producer has the right to change buyer’s terms at anytime due to non-or late payments.

Delivery Terms and Charges     Unless otherwise stated, the price quoted is for a single shipment (or shipments constituting an entire order) without storage, F.O.B our loading dock.  Freight collect or Third Party Billing should be specified.  All freight sent prepaid is subject to a reasonable charge.  Title for finished work shall pass to the Buyer upon delivery to carrier at shipping point or upon mailing of invoices for finished work, whichever occurs first.  When a shipment has been received and signed for, and damages are not evident, a claim must be made by the consignee for concealed damage.  Delivery dates are subject to unforeseen delays due to natural and man-made causes or events; Producer shall incur no liability for such delay.  SPECIFIED DELIVERY DATES ARE ESTIMATES OF DATES OF DELIVERY AND NOT A GUARANTY OF A PARTICULAR DATE OF DELIVERY.

Acts of God or “Force Majeure    Producer shall be excused for any delay or failure to perform hereunder due to any contingency beyond reasonable control including, without limitation, Acts of God, fire, flood, war, sabotage, accident, labor dispute, no-performance of Buyer, shortages, governmental regulations (valid or invalid), inability to obtain material, equipment or transportation and any similar or different contingency, In no event shall Producer be obligated to purchase material from others in order to enable it to deliver material to the Buyer.

Base Price Adjustments    Prices are based on cost as seen at the time of quotation.  Where art or other specifications are modified/changed, prices are subject to revision from standard pricing norms.

Samples, Prototypes, Models, Pre-Production Samples, & Art Creativity    Samples of proofs submitted shall be deemed approved after Buyer authorizes the Producer in writing to proceed with production, sketches, copies, dummies, and other preparatory work, including artwork, type, screen, plates, negatives, positives and other items.  When the Producer supplies these, they will remain his exclusive property and no use of these may be made, not any idea obtained therefrom is used except upon compensation to be determined by the Producer.  Where Producer agrees to submit proofs or prototypes in advance.  Buyer is responsible for any additional costs incurred for changes in art, screen, dies, etc… as a result of Buyers request for changes from original art or specifications. 

Experimental Work    Experimental work performed at the Buyer’s request, such as sketches, drawings, typesetting, presswork, and materials will be charged for at the current rates and may not be used without written consent of the Producer.

Artwork, Negatives, Screens, Molds, Tools, Dies, and Proprietary Development    Negatives, positives, screens, dies, and proprietary materials furnished by the Producer remain the property of the Producer unless otherwise negotiated.  We reserve the right to scrap molds, tools, and dies after a period of one year has elapsed since the last order, unless otherwise instructed by Buyer.

Negotiated Cancellation    Orders may not be cancelled or suspended except by adjustment on terms, which will indemnify the Producer against loss.  Orders accepted cannot be cancelled without compensation to the Producer against loss including labor and material incidental to the execution of the contract.  The Buyer agrees that the Producer may refuse to print any copy, photograph, or illustration of any kind that in the sole judgment of the Producer constitutes a violation of intellectual property rights, an invasion of privacy, is degrading, unlawful, profane, obscene or pornographic, or tends to ridicule or embarrass. 

Indemnities    The Buyer shall indemnify and hold harmless the Producer from any and all loss, cost, expense and damages on account of any and all manner of claims, demands, actions, and proceedings that may be instituted against the producer on grounds alleging that the said printing violates any copyright or any proprietary right of any person, or that it contains any matter that is libelous, scandalous, or invades any person’s right to privacy or any other personal rights, except to the extent that the Producer has contributed to the matter.  The Buyer agrees to, at the Buyer’s own expense, promptly defend and continue defense of any such claim, demand action or proceeding that may be brought against the Producer, provided that the Producer shall promptly notify the Buyer with respect thereto, and provided further that the Producer shall give the Buyer such reasonable time as the exigencies of the situation may permit in which to undertake and continue defense thereof.

Claims and Remedies  Producer warrants the merchandise to be free from defects of material and workmanship.  This guarantee is made in lieu of all warranties expressed or implied, including specifically the implied warranties of merchantability and fitness.  Producer’s only obligation under this guarantee shall be to replace the product or part thereof to be defective, but it shall be the Buyer’s obligation to determine the suitability of the product for their intended use, and Buyer assumes all risk and liability whatsoever in connection therewith.

Warranties   Producer warrants that the goods are described in this agreement and that the quality of Producer’s goods shipped pursuant to this order is consistent.  In all cases of defective merchandise, the Buyer must make an appropriate claim within 60 days of receipt of shipment.  Merchandise will be returned only upon Producer’s written authorization.  Producer makes no other warranty of any kind, express or implied, and all implied warranties or merchantability and fitness for a particular purpose are herby disclaimed by Producer and excluded from this warranty.  No agent, employee, or representative of the Producer may make representation or warranty concerning the goods sold under this agreement, and unless an affirmation, representation, or warranty made by an agent, employee, or representative is specifically included within this written agreement, it has not formed a part of the basis of this bargain and shall not in any way be enforceable by the Buyer, Producer’s liability for breach of this warranty is limited to replacing the defective goods or refunding the Buyer the purchase price for that portion of the goods which are defective, whichever remedy the Producer shall so select.  The Buyer warrants and represents that, if the product(s) purchased from the producer are to be applied to equipment, machinery, or supplies for use in medical process, procedures, experimentation or care, or for application or use in storage, processing dissemination of electronically stored data, then the Buyer will join and defend any action or other proceeding to which Producer is named as a part arisen from any allegation that Producer was in any way responsible for the failure of such machine, equipment or supply.

Litigation and Arbitration    If any litigation arises between Buyer and Producer, hereunder, Buyer shall be liable for Producer’s costs, expenses, and attorney’s fees, if buyer is adjudged to be at fault.  Buyer shall indemnify Producer against all costs of suit, claims for damages, and liability for alleged trademark or patent infringement.  Producer shall not be liable to any third party for any claim for damages, by reason of injury to such third person, from parts produced under this order, and such liability if any, shall be the sole responsibility of the Buyer.  Claims, demands, disputes, differences or controversies and misunderstandings arising under, out of, or in connection with or in relation to any agreement entered into between Producer and Buyer shall be submitted to and be determined by arbitration.

Acts of a Printer’s Agents    Deliveries beyond the Buyer’s loading dock are subject to additional charges and will only be done at the Buyer’s risk.

Bankruptcy    If Buyer files Bankruptcy or a petition is filed against the Buyer; or if Buyer is required to make an assignment for benefit of creditors; or if Buyer discontinues business or goes into receivership; or if Buyer fails to abide by credit terms granted by Producer, this agreement shall terminate automatically, and all sums owed Producer are immediately due and payable.  But termination of the agreement shall not relive Buyer of any obligations to Producer, which remain unfilled on the termination date. 

Applicable Law    The validity, interpretation and performance of this agreement shall be governed by the laws of Minnesota, and this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors and personal representatives.

Errors    We reserve the right to correct an obvious clerical error.

 

 AGREEMENT BETWEEN TECHNOMARK AND USER REGARDING THE TERMS OF USE FOR ELECTRONIC DOCUMENTS FURNISHED BY WEB SITE, E-MAIL OR OTHER ELECTRONIC MEDIUM

 
For valuable consideration (including the convenience to User of being allowed to access Documents electronically, along with the resulting efficiencies and cost savings to be derived and enjoyed by User), receipt of which is hereby acknowledged, Technomark and User (as defined herein) agree as follows:
I. GENERAL
1. USE OF SITE AND/OR DOCUMENTS CONSTITUTES AGREEMENT. By clicking “I agree” (or “I Accept”), or by viewing, using, or downloading any information from this website, from any E-mail, or from any other electronic storage medium (including without limitation CDs, DVDs, or “floppy disks”), the User is agreeing to the following:
“I HAVE READ AND UNDERSTAND THE FOLLOWING AGREEMENT AND TERMS OF USE AND I AGREE TO BE BOUND BY ALL OF ITS TERMS.”
2. INFORMATION REGARDING SITE; USE AGREEMENT. This website and/or E-mail and/or other electronic storage medium, and all information contained therein, are the property of Technomark. When the User (as defined herein) chooses to view, download, save, forward, or copy any of the Documents (as defined herein), the User is agreeing to each and every one of the terms and conditions of this Agreement between the User and Technomark.
3. CHANGES TO TERMS OF USE. Technomark may change all or any portion of this Agreement at any time, but if it does so, it will within a reasonable time thereafter post such changes on this website. The User’s continued use of this website and/or of the Documents now, or following the posting of notice of any changes in these Terms of Use, will indicate acceptance by the User of these Terms of Use including any changes or modifications.
4. DEFINITIONS. The following definitions apply to this Agreement:
a. “Documents” means any and all drawings, specifications, instruments of service, and other documents, data, or information of any kind, including all electronic files and data, that are: made available to view or download from this website; included as an attachment to or “link” from an E-mail; or made available via any other electronic storage medium (including without limitation CDs, DVDs, flash drives/cards or “floppy disks”). The Documents are not a “product” or a “good” as defined in the Uniform Commercial Code.
b. “E-mail” means any electronic mail message from Technomark to User, or from User to any other person, (a) by means of which Documents are attached to or embedded within the E-mail for downloading, or (b) containing links to any website, internet domain, or intranet site through which Documents can be viewed or downloaded.
c. “Project” refers to any project identified in a Document.
d. “Terms of Use” means this Agreement.
e. “User” means any person (including without limitation Technomark’s client; Technomark’s vendors; any person performing work or services for, or supplying goods to, Technomark’s client under a separate contract with Technomark’s client; any contractor; and any subcontractor or supplier or other individual or entity performing or furnishing all or any part of the work under a direct or indirect contract with a contractor) accessing, viewing, downloading, or using:
a. this website and/or an E-mail and/or any other electronic storage medium; or
b. the Documents available from, “linked” to or from, or attached to or contained
within this website, an E-mail, or other electronic storage medium. “User” also includes any person receiving or obtaining Documents, by any means, from or through the User.
II. COPYRIGHT INFORMATION AND USE RESTRICTIONS
1. COPYRIGHT NOTICE. ALL DOCUMENTS COPYRIGHT © 1994-2011 TECHNOMARK ENGINEERING COMPANY, 11574 Encore Circle, MINNEAPOLIS, MN 55343 U.S.A. ALL RIGHTS RESERVED.
2. RESTRICTION ON USE OF DOCUMENTS. Documents are instruments of service for use solely with respect to the Project identified in such Documents. Technomark and Technomark’s consultants are the authors and owners of their respective Documents and retain all common law, statutory and other reserved rights, including copyright. All Documents are protected by copyright pursuant to U.S. and international copyright laws, and are owned or controlled by
Technomark, Technomark’s vendors, and/or Technomark’s client subject to the terms of agreements
between or among those parties.
3. PERSONAL AND NON-COMMERCIAL USE LIMITATION. The Documents are for the User’s personal and non-commercial use, only. Without written consent of Technomark in each instance, the User shall not: (1) have or acquire any title to or ownership rights in any of the Documents;
(2) reuse any Documents or copies thereof for completion of or extensions to the Project unless Technomark remains under contract in connection with the Project; or (3) reuse any Documents or copies thereof on any other project whatsoever. The User may not, in whole or in part: modify, copy, distribute, transmit, participate in the transfer or sale of, display, reproduce, publish, license, create derivative or new works from, transfer, sell, or in any way exploit all or any part of the Documents or any information, products or services obtained from the Documents. Any reproduction or redistribution of the Documents not in accordance with these Terms of Use is a violation of these Terms of Use and is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
4. The foregoing restrictions apply whether or not a copyright notice is affixed to any particular Document.
III. INFORMATION REGARDING ELECTRONIC DATA
1. TECHNOMARK’S CLIENT. The electronic information furnished herewith furnished only for the benefit of Technomark’s client for whom the design services have been performed in connection with the specific Project and for the specific use identified in the Documents. Any other use is strictly prohibited and is a violation of these Terms of Use.
2. NO RIGHT TO RELY. Nothing in the transfer of information from this website, from an E-mail, or from any other electronic storage medium confers any right upon the User to rely on the electronic information contained in the Documents, nor shall the use of the Documents by the User imply the review or approval by Technomark of any drawings or other materials based on the Documents. There is no representation made regarding the suitability of the electronic information contained in the Documents for other purposes, of the durability of the information, or the medium in or on which the information is furnished.
3. USE AT USER’S OWN RISK; “HARD-COPY” DOCUMENTS CONTROL. Documents in electronic media format, including text, data, graphics, or other data types, are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files, and any use of the Documents or of any information obtained or derived from the Documents, will be at the User’s sole risk and liability. The information contained in the hard-copy, signed and sealed Documents (kept in the Technomark's office) shall at all times be deemed to be correct and superior to electronic information. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.
IV. DISCLAIMER OF WARRANTIES, LIMITATION OF DAMAGES AND LIABILITY.
1. NO EXPRESS OR IMPLIED WARRANTIES. TECHNOMARK MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE DOCUMENTS, OR THE SUITABILITY OF THE DOCUMENTS OR INFORMATION CONTAINED IN THE DOCUMENTS, OR THE COMPATIBILITY OF ELECTRONIC INFORMATION WITH ANY OTHER SYSTEM, FOR ANY PURPOSE WHATSOEVER. THE DOCUMENTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TECHNOMARK HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THE DOCUMENTS, INCLUDING WITHOUT LIMITATION: ALL WARRANTIES OF
MERCHANTABILITY; ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; ALL WARRANTIES OF TITLE; AND ALL WARRANTIES OF NON-INFRINGEMENT.
2. USER’S OBLIGATION TO VERIFY INFORMATION. The information provided in the Documents is not necessarily a representation of actual conditions. The User is required, prior to commencing any affected work, to verify actual field conditions, including measurements, dimensions, soil and structural conditions, and other existing conditions as necessary to determine existing conditions to the user’s satisfaction. Any interpretations or extrapolations made by the User based on the information provided in the Documents are made at the User’s sole risk and liability.
3. LIMITATION ON DAMAGES AND LIABILITY. IN NO EVENT SHALL TECHNOMARK BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION BASED ON CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, OR OTHER LEGAL THEORY, ARISING OUT OF, RELATING TO, OR IN ANY
WAY CONNECTED WITH THE USE OF THE DOCUMENTS OR ANY INFORMATION OBTAINED FROM THE DOCUMENTS.
V. MISCELLANEOUS
1. AGREEMENT TO DEFEND AND INDEMNIFY. The User agrees to defend, indemnify, and hold Technomark harmless from and against any losses, liabilities, claims, penalties, costs, damages, or expenses (including without limitation reasonable attorneys’ fees, court and arbitration costs, expert fees, and mediation fees) arising out of or relating any violation of these Terms of Use by the User or anyone obtaining or receiving Documents from the User.
2. RIGHT TO OBTAIN EQUITABLE RELIEF. The User agrees that Technomark’s remedies at law in the event the User violates this Agreement are not or may not be adequate, and the User agrees that Technomark may seek and obtain injunctive or other equitable relief under applicable State or
Federal law in the event of the User’s violation of this Agreement, whether or not any particular
Document has been registered with the United States Copyright Office.
3. ATTORNEYS’ FEES AND OTHER ENFORCEMENT COSTS. The User agrees that in the event of a violation by User of this Agreement, resulting in an action by Technomark to enforce this Agreement at law or in equity, Technomark may recover Technomark’s reasonable costs, expenses, and attorneys’ fees incurred in enforcing this Agreement.
4. RIGHTS AND REMEDIES NOT EXCLUSIVE. The rights, defenses, and remedies available to Technomark under this Agreement are not exclusive and Technomark reserves any and all other rights, remedies, and defenses available to it pursuant to any agreement between Technomark and the User, or at law or in equity.
5. HEADINGS FOR CONVENIENCE. Paragraph and section headings in this Agreement are for convenience only and do not alter or amend the substantive provisions of this Agreement.
6. SEVERABILITY. In the event any term or condition of this Agreement is determined by a court of competent jurisdiction to be void, invalid, or unenforceable, such invalidity shall not affect the remaining terms and conditions of this Agreement, and this Agreement shall continue in full force and effect as if such invalid term or condition had not been part of this Agreement.
7. NO CONTINIUING WAIVER. No waiver by Technomark of any breach or default by User hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
8. GOVERNING LAW AND JURISDICTION. This Agreement has been made in and shall be construed and enforced in accordance with Minnesota law. Any action to enforce this agreement shall only be brought in the federal or state courts located in Minneapolis. By accessing and/or using the Documents, the User agrees to submit to the personal jurisdiction of said courts; provided, however, that this Agreement shall be subject to any arbitration clause contained in any contract between Technomark and User relating to a Project described in the Documents.