COLOR SOLUTIONS INTERNATIONAL, INC.
TERMS AND CONDITIONS OF
These are Color Services International, Inc.’s (“CSI”) Terms and Conditions of Sale (“Terms”) that you (“Buyer”) accept when placing an order to purchase certified color standards, the “Standard” (described below) from CSI.
1. Terms; Price; Payment. Buyer’s purchase of the “Standard” (described below) from CSI shall be governed solely by these Terms. No term of any purchase order or other document issued by Buyer, other than Buyer’s acceptance of these Terms, shall become a part of the agreement between the parties or bind CSI. CSI’s sale of the Standard is expressly conditioned on Buyer’s acceptance of these Terms, and CSI objects to all different and additional terms in Buyer’s purchase order and other documents. The purchase price does not include any sales, use, revenue, excise or other taxes or governmental charges. If CSI is required to collect those taxes or charges, CSI will add them to the purchase price and invoice Buyer (in the original invoice or separately), and Buyer will pay them.
2. Delivery. All prices are net of any delivery charges, all of which Buyer shall pay. Delivery shall occur and title and all risk of loss shall pass to Buyer when the Standard leaves CSI’s facility. CSI shall not be responsible for any damage to the Standard caused by a carrier, and Buyer’s sole recourse for that damage shall be against the carrier. All delivery schedules and dates given by CSI are estimates only.
3. Limitations. CSI DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND AS TO THE STANDARD, ANY ASSOCIATED RECIPES, OR FASTNESS PERFORMANCE OF SUCH RECIPES, EXPRESS AND IMPLIED, INCLUDING ALL REPRESENTATIONS AND WARRANTIES AS TO MERCHANTABILITY OR THE FITNESS OF THE STANDARD FOR ANY PARTICULAR PURPOSE. Buyer must give CSI written notice of any claim that it has regarding the condition, quantity or quality of the Standard or the nonconformity of the Standard within 10 days after the delivery of the Standard. The notice must specify the basis of Buyer’s claim in detail and identify the Standard at issue. CSI shall have a reasonable opportunity to inspect the Standard at issue and a reasonable time to cure any nonconformity or to replace any non-conforming Standard. CSI SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. In no event shall CSI be liable for any amount arising out of or relating to these Terms or the Standard, whether in contract, tort, strict liability or otherwise, in excess of the purchase price of the Standard at issue. Any action or proceeding by Buyer arising out of or relating to these Terms or the Standard will be forever barred unless it is commenced within the earlier of: (a) one year after the claim or cause of action has accrued; or (b) the period prescribed by applicable statute of limitation or repose. These Terms contain Buyer’s sole and exclusive remedies relating to these Terms, a breach of these Terms, or the Standard , regardless of the theory of recovery.
6. Force Majeure. CSI shall not be liable for delays or failure to perform directly or indirectly resulting from events and causes beyond CSI’s reasonable control, accidents, acts of God, acts and omissions of any governmental authority, declared or undeclared wars, terrorism, strikes or other labor disputes, fires and natural calamities (including floods, earthquakes, storms and epidemics), changes in the law, or delays in obtaining (or the inability to obtain) labor, materials or services through CSI’s usual sources at normal prices.
7. General. Any notice permitted or required under these
Terms shall be deemed given if in writing and delivered personally, deposited
FedEx, certified mail, return receipt requested, or sent by facsimile to the
respective addresses of CSI and Buyer.
Buyer may not assign to any person or entity all or a portion of its
rights or obligations under these Terms or any order without CSI’s prior written
consent, and any attempted assignment without that consent shall be void. These Terms and any controversy relating to
them or the Standard shall be governed by the laws of the State of