PSA Worldwide, LLC

Terms & Conditions

The following Standard Terms and Conditions (“Terms”) apply to transactions that do not have a written agreement duly executed by both parties. Under such agreement, these Terms & Conditions are the terms that govern the transaction and relationship between the parties.

These Terms provide PSA Worldwide, LLC (“Seller”) and you(“Purchaser”) with guidelines and stipulations regarding your order (“Order”) for all goods and/or services described on the face of the Order.

Acceptance and terms and conditions: Purchaser’s full or partial performance under this Order will constitute acceptance of these Terms. By accepting this Order, Purchaser agrees to be bound by, and comply with all Terms, supplements to the Terms, and all specifications and documents referred to in this Order. These Terms may be modified only by a written document signed by an authorized representative of Purchaser and Seller, respectively.

Default: Time is of the essence regarding this Order. Order will expire 90 days from date Purchaser accepts Order if Purchaser does not approve all related artwork for Order within this time period. Any amounts pre-paid for expired Orders will remain as a credit on Purchaser’s account. Purchaser may, by written notice of default to Seller: (a) terminate all or any part of this Order if Seller fails to perform, or fails to make progress so as to endanger performance of this Order in accordance with its terms, anddoes not cure such failure within a period of ten (10) days (or a longer period as Purchaser may authorize in writing), after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it deems appropriate, similar goods or services. As an alternative remedy, and in lieu of termination for default, Purchaser, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price may be negotiated. If Seller anticipates difficulty in complying with the required delivery date, or in meeting any requirements of this Order, Seller will promptly notify Purchaser in writing. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may request delivery by expedited service and Seller must pay for charges resulting from the use of a premium transportation method. The rights and remedies of Purchaser provided in this section are not exclusive and are in addition to any rights and remedies provided by the Uniform Commercial Code, at law, at equity, or under this Order.

Invoices and Payment: Invoices shall be issued upon completion of services or shipment of goods and shall contain the Purchase Order Number, item numbers, description of goods or services, quantities, unit prices, and total purchase price. Each invoice must refer to one, and only one, purchase order. Payment by Purchaser shall be made within 30 days from the date of invoice, or other terms as agreed to by Seller and Purchaser.

Late Fee: A late fee of 1.5 percent (1.5%) per month of the Order price, or the maximum allowed by law, is payable on all overdue balances.

Crediting Late Payments: Payments received will be credited to late payment amounts first, then to unpaid balances.

Collection Expenses: Purchaser shall pay all collection or legal fees incurred by Seller as a result of late payments.

Withholding Delivery: Seller may withhold delivery and transfer of ownership of any goods or services if payments are not current, or if overdue invoices are not paid in full.

Inspection: Final acceptance or rejection of goods or services will be made within 30 days of delivery; failure to inspect and accept or reject goods or services, or failure to detect defects by inspection will relieve Seller from responsibility for goods or services that are not in conformity with this Order. Seller is not liable for errors resulting from incorrect information provided by Purchaser, including imprints, quantities, colors, product numbers, in‐hands dates, and shipping addresses. Goods rejected may be returned to the Seller at Seller’s expense. Payment made on rejected goods shall be promptly refunded by Seller; however, all custom Orders are final and no Payment will be refunded.

Warranties: Seller represents and warrants that: (a) all goods and services are free of any claim of any nature by any third person and that Seller will convey clear title to Purchaser; (b) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, and all goods are free from defects, are fit for the particular purpose for which they are acquired; (c) all goods sold are of merchantable quality, free from defects in design, workmanship and materials, and are provided in strict accordance with the artwork provided and/or approved by Purchaser. All warranties of Seller herein or that are implied by law shall survive any inspection, delivery, acceptance, or payment by Purchaser.

Limitation of Liability. SERVICES AND THE WORK PRODUCT OF SELLER ARE SOLD “AS IS”, UNLESS OTHERWISE STATED IN THESE TERMS. THE MAXIMUM LIABILITY OF SELLER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“SELLER PARTIES”), TO PURCHASER FOR DAMAGES FOR ALL CAUSES WHATSOEVER, AND PURCHASER’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY SELLER, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Purchaser's property: Any tangible property furnished to Seller by Purchaser or specifically paid for in whole or in part, and any replacements or attachments, are the property of Purchaser and, unless otherwise agreed in writing by Purchaser, will be used by Seller solely to render services or provide goods to Purchaser. Any duplication or reproduction of proprietary, copyrighted art is prohibited and punishable by law.

Changes: Up to the point of production, Purchaser will have the right to make changes to this Order, including to drawings, designs, configurations, specifications, quantities, methods of shipment or packing, delivery schedules or location of delivery. If changes cause alteration in the cost of or the time required for performance of work under this Order, an equitable adjustment will be made in the contract price and/or delivery schedule; this Order will be modified in writing accordingly. Nothing in this Section, including any disagreement as to claimed adjustments, will excuse Seller from proceeding with this Order as changed. Any claim by Seller for adjustment under this Section must be in a detailed writing and delivered to Purchaser within five (5) days after the date Seller receives a notification of change. Technical information or guidance provided to Seller by representatives of Purchaser, will not be construed as a change within the meaning of this Section. Changes requested after processing may incur additional customer expense including, but not limited to, rush charges, shipping fees, and production costs. If Seller however, interprets that the conduct of Purchaser’s employees constitutes a change under this Order, Seller will immediately notify Purchaser, in writing, as to the nature of the change(s) and any proposed adjustment(s).

Compliance with laws: Seller represents and warrants that it is in compliance with, and goods and/or services supplied hereunder, have been produced or provided in compliance with applicable federal, state, and local laws or ordinances, and all related lawful orders, rules and regulations. Seller will comply with any provisions, representations, agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any Order. Seller shall obtain and pay for any license, permit, inspection or listing by any public body or certification organization required in connectionwith the manufacture, performance, completion, or delivery of any good or service under this agreement.

Confidential or proprietary information: Any knowledge or information that Seller has disclosed or may later disclose to Purchaser, and which in any way relates to the goods or services covered by this Order will not, unless specifically agreed to in writing by Purchaser, be deemed to be confidential or proprietary information, and will be acquired by Purchaser, free from any restrictions. Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser's prior written consent. Except as required for efficient performance of this Order, Seller will not use information or make copies or permit copies to be made of drawings, specifications, or other data without the prior written consent of Purchaser. Upon completion or termination of this Order, Seller will promptly return to Purchaser all its materials and information and any copies, except for one record copy. Seller agrees that no acknowledgment or other information concerning this Order will be made public by Seller, without prior written agreement of Purchaser.

Insurance: Seller will maintain Comprehensive General Liability Insurance.

Termination: Purchaser may terminate all or any part of this Order up to the point of production by written notice to Seller. Upon such termination, Purchaser's liability will be limited to reasonable termination charges mutually agreed upon by Seller and Purchaser, provided that Seller must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if Seller becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or relief of debtors.

DISPUTE RESOLUTION

Negotiation: Parties agree to first attempt to resolve any dispute by negotiation between the parties.

Arbitration/Mediation: If the parties are unable to resolve the dispute by negotiation, either party may initiate mediation and/or binding arbitration in a forum mutually agreed upon by the parties.

Litigation: This Agreement shall be governed by the laws of Colorado. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Colorado. The parties waive any jurisdictional or venue defenses available and further consent to service of process by U.S. Mail.

Attorney Fees: The prevailing party is entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.

MISCELLANEOUS

Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right, or seek to remedy any breach under this Agreement, shall not be construed as a waiver of such rights nor shall a waiver by either party of default be construed as constituting a continuing waiver or waiver of any other breach.

Notices. All notices under this Agreement shall be in writing either by: (a) fax or email, with a confirmation of receipt; or by (b) Certified or Registered US Mail, with a return receipt requested. Notice will be effective when received, or in the case of email or fax, upon confirmation of receipt.

No Assignment. Rights or obligations under this Agreement cannot be transferred, assigned, or encumbered without the prior written consent of the other party.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. When possible, an invalid or unenforceable provision will be interpreted so as to be effective and valid under applicable laws.

Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of this Agreement, and shall not have any legal effect.

Complete Agreement: This Agreement is the entire understanding between the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.