RRD Terms and Conditions

Version v2026.1

1. Offer & Acceptance. Customer shall, from time to time, purchase products and services provided by R. R. Donnelley & Sons Company ("RRD") (collectively, the "Goods") pursuant to these terms and conditions. All orders for Goods submitted by Customer must be initiated by purchase orders or other written ordering documents (each an "Order"). No Order shall be binding until accepted by RRD in writing, or upon shipment of the Goods. Each Order for Goods shall be governed exclusively by this terms and conditions without regard to any terms and conditions contained or referenced therein (including printed on the reverse side). RRD’s acceptance of any Order is expressly subject to Customer’s assent to the terms and conditions set forth herein.
1. Cancellations and Requests by Customer for Delays. Once accepted by RRD, an Order may be cancelled, terminated, or delayed by Customer only upon written consent of RRD. If RRD consents to any such cancellation or delay, upon notice to Customer, Customer may be required to pay an amount to make RRD whole against any and all loss.
2. Effect of Cancellations / Termination. Upon termination of any Order for whatever reason: (i) RRD shall deliver to Customer any and all Goods held in inventory and, upon completion, any Goods that are in the process of manufacture and any raw materials specifically produced or acquired in connection with the applicable Order (ii) Customer shall immediately pay RRD all fees and expenses, together with accrued interest, if any, due under each applicable Order; (iii) all licenses, including for use of software, granted by RRD to Customer under a terminated Order will terminate automatically without notice; and (iv) Customer shall immediately cease using and securely delete any software or other proprietary materials RRD licensed to Customer in connection with the applicable Order(s). Termination of any Order shall not automatically result in termination of any other Order, and the terms and conditions herein shall continue to apply to outstanding Order until they are completed or terminated.
3. Inspection and Rejection. Customer acknowledges that, prior to use, it will fully inspect all Goods delivered. In the event that such inspection and testing reveals any damage, error, shortage, or deficiency in quality standards, Customer shall notify RRD within five (5) days of the date of delivery. If Customer fails to make any claim within such time or uses the Goods, such failure or such use, as the case may be, shall constitute irrevocable acceptance of the Goods and the waiver of any and all claims including warranty claims with respect thereto. If Customer properly, within the terms herein, rejects or revokes acceptance of any of the Goods tendered by RRD, Customer shall immediately notify RRD in writing, specifying all claimed shortages, errors, defects, and non-conformities. No Goods shall be returned by Customer unless authorized in writing by RRD.
4. Quantities. Except as otherwise provided in Order, the quantities of any Goods to be delivered may exceed or be less than the specified quantities by up to ten percent thereof; provided, however, that quantity variations may exceed ten percent for Goods manufactured to the Customer's specifications.
2. Prices; Taxes; Payment Terms.
   1. Customer agrees to pay RRD the fees and charges specified in the applicable Order. RRD shall provide the Goods and issue the invoices to the Customer indicated on the Order. Customer shall pay all amounts invoiced by RRD within thirty days of the invoice date. If RRD agrees to bill Customer using a monthly summary invoice, Customer shall pay all amounts invoiced by RRD within ten days of the invoice date. All payments will be made in U.S. dollars by check or wire transfer to RRD's designated bank account. If RRD agrees to accept credit cards, RRD will impose a service charge of two percent (2%) on all payments made via credit card. Late payments shall accrue interest from the due date at a rate of one and one-half percent per month or, if lower, the highest rate allowed by law.
   2. If Customer fails to pay any undisputed amounts when due, RRD may upon five days’ prior written notice, without liability, cease providing the Goods until full payment for all outstanding undisputed amounts is received. RRD reserves the right at any time to alter or suspend credit or to change any credit terms provided or granted to Customer when, in its sole discretion, the financial condition of Customer so warrants.
   3. Should any portion of an invoice become disputed, Customer agrees to promptly notify RRD of the dispute and to deduct and pay the undisputed amount in accordance with the foregoing. The parties agree to use their best efforts to promptly resolve a disputed invoice amount. If Customer fails to pay an RRD invoice in accordance with these terms, Customer will pay for all expenses of collection, including but not limited to, reasonable attorneys' fees.
   4. Customer shall be responsible for any present or future sales, use, excise, service, goods, value added, property, tariffs and other taxes and duties arising in connection with the Goods provided by RRD to Customer hereunder (other than taxes on RRD’s net income).
3. Shipment; Postage. All shipments shall be F.O.B. Origin (point of shipment), prepaid and charged back. All shipping dates are approximate and RRD does not guarantee the date of shipment. For the payment of postage costs hereunder, Customer shall establish and properly fund a Enterprise Payment System (“EPS”) account directly with the United States Postal Service (the “USPS”). Customer acknowledges that postage is not included in the price, and that RRD has no responsibility or liability whatsoever for Customer’s postage costs. In the event a Customer mailing is delayed by the USPS as a result of insufficient postage in Customer’s EPS account, RRD shall have no liability whatsoever, including, but not limited to, compliance with associated service levels and/or payment of associated service level credits. In the event circumstances arise in which Customer is required to provide postage directly to RRD for metered mail pieces, damaged mail pieces, or foreign mail pieces, for example, Customer agrees to (a) provide RRD with a check made payable to the U.S. Postmaster (except in the event of metered mail or live stamps such check shall be made payable to RRD), or (b) send via wire transfer / ACH to a designated RRD postage account the required postage no later than ten (10) days prior to the scheduled mail date. All Customer postage shall be deposited by RRD into a non-interest bearing postage account and credited to Customer’s postage permit. Unless otherwise requested by Customer, any postage surplus shall remain in the RRD postage account and applied to subsequent Customer mailings. If no subsequent Customer mailings are anticipated by Customer, RRD shall issue a check to Customer for the surplus postage. In the event of a postage deficiency, RRD shall immediately notify Customer of such deficiency, and Customer shall make prompt payment to RRD for the required amount(s). RRD reserves the right to delay a scheduled mail date, without liability, for insufficient postage. If reasonably requested by RRD, Customer shall provide RRD with the proper USPS forms and/or documentation (in an executed format if required), or some other mutually agreed upon form and/or documentation, to confirm and support the USPS documents prepared by RRD on behalf of Customer in performing the mailing services (e.g., Move Update).
4. Title and Risk of Loss. Title to and risk of loss for finished and semi-finished work shall pass to Customer upon the earlier of RRD’s delivery to a freight carrier or the United States Postal Service (USPS), f.o.b. RRD plant of final manufacture or delivery into storage. Notwithstanding the foregoing, for Goods produced in the State of Tennessee, title to Goods shall pass to Customer upon final delivery of the Goods to the address designated by Customer for shipment. Claims for loss or damage transported by RRD will be paid at Customer’s actual cost of replacing and reshipping the goods (i.e., direct costs associated with printing, packaging, handling and shipping). RRD does not assume liability for postage for materials tendered to the USPS, but will seek or assist Customer in seeking a refund of postage from the USPS in the event of loss of, damage to or delay in delivery of such materials
5. RRD Warranties.
   1. RRD shall provide the Goods in a good and workmanlike manner and in accordance with the specifications and production schedule set forth in the applicable Order or other ordering document mutually executed by the parties. RRD warrants that for a period of six (6) months from the date of manufacture the Goods manufactured and sold by RRD are free from material defects in material and workmanship and conform substantially to any specifications that are a part of an Order, except paperboard packaging Goods for which RRD warrants the same for a period of ninety (90) days from the date of manufacture. The sole and exclusive obligation of RRD, under this warranty is limited, at RRD’s option, to the replacement or reworking of the defective Goods or the return of that portion of the purchase price applicable to the defective Goods.
   2. If RRD provides any access to RRD proprietary software as part of the services hereunder, RRD agrees to use reasonable efforts to provide such access in accordance with generally accepted data processing procedures and as made generally available by RRD to its other customers. If access is interrupted or delayed, RRD's sole responsibility shall be to resume the access as promptly as commercially possible.
   3. EXCEPT FOR ANY EXPRESS WARRANTY SET FORTH HEREIN, RRD MAKES NO, AND DISCLAIMS ALL, WARRANTIES, REPRESENTATIONS, INDEMNITIES OR GUARANTEES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, LOSS OF PROFITS, OR UNINTERRUPTED OR ERROR FREE PERFORMANCE OF THE GOODS. ALL THIRD PARTY MATERIALS PROVIDED BY RRD ARE PROVIDED "AS-IS" WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER.
6. Customer Warranty and Indemnification.
   Customer represents and warrants that the designs, specifications, instructions, directions and Content or other material furnished to RRD by Customer, Content altered by RRD at Customer’s direction and RRD’s processing, reproduction or distribution of such Content and furnished material: (i) does not infringe any patent, copyright, trademark, trade secret or other intellectual property right of a third party, (ii) is not libelous, (iii) does not violate any federal, state or other applicable law, rule or regulation including, without limitation, those concerning invasion of privacy, and (iv) has in place all legally required and appropriate data privacy consents and disclosures, and/or labeling or packaging requirements. Customer will defend, indemnify and hold RRD harmless from all losses, damages and expenses, including attorney’s fees, which RRD may suffer as the result of any third party claim alleging breach of one or more of the foregoing warranties. “Content” means all text, personally identifiable information, images, illustrations, graphics, data or other content, and the selection or arrangement of such content on a page, form or file process. If Customer directs RRD to ship Products from an RRD foreign plant of manufacture to one or more other countries, Customer shall be the importer of records comply with all laws and regulations applicable to the export of any materials supplied by Customer for the production of the Products (e.g. film, copy, data) as well as all laws and regulations applicable to the distribution of Products from RRD’s plant of manufacture to the country of importation.
7. Limitation of Liabilities. RRD's maximum liability for any and all claims arising directly or indirectly from the performance of its obligations hereunder, whether resulting from RRD's negligence or otherwise, shall not in the aggregate exceed the purchase price of the Goods affected. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF USE OR DATA OR INTERRUPTION OF BUSINESS, COSTS OF SUBSTITUTE GOODS OR SERVICES, WHETHER SUCH DAMAGES OR LOSSES ARE ALLEGED IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR INDEMNITY, EVEN IF A PARTY OR ITS AGENTS WERE ADVISED OR AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OR LOSSES OCCURRING.
8. Additional Warehouse Terms and Conditions.
   Upon request by Customer and RRD's acceptance thereof, RRD shall store in its warehouse the Goods or such portion of them as Customer may request upon the terms set forth in the ordering document and the following additional terms:
   1. RRD shall select from among its presently existing storage facilities and store the Goods at a location of its choice.
   2. The charges for this warehouse service are in addition to the price of the Goods. The term of storage for any such Goods shall be for a maximum period of six months. Upon Goods reaching six (6) months of storage from the date first entered into the warehouse, RRD shall either (i) ship Goods to Customer designated location; or (ii) destroy Goods at Customer’s expense. Emergency shipments during closed hours will incur RRD's then-current hourly charge with a minimum charge to be billed.
   3. RRD shall report the Goods stored to the appropriate taxing authorities, and Customer shall file any declaration of value which may thereafter be required. Customer shall be liable for taxes assessed with respect to stored Goods.
   4. RRD shall maintain fire and extended coverage insurance on all Goods stored in its warehouse.
   5. Liability for loss of or damage to stored Goods shall be limited to the cost of actual replacement of such Goods.
   6. If the stored Goods are negotiable instruments, such Goods will be subject to additional terms.
9. General.
   1. Confidentiality. Each party agrees: (i) to hold the Confidential Information of the other party in confidence by using the same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (ii) to limit disclosure of the Confidential Information of the other party to its employees having a need to know the Confidential Information for the purposes of an Order and not further to disclose any Confidential Information to any third party; and (iv) to use the Confidential Information solely and exclusively in accordance with provision of Goods and fulfillment of obligation hereunder. The obligations imposed by this Section shall not apply to any information that (a) at the time of disclosure is in the public domain or becomes available to the public without breach by the receiving party, (b) is lawfully obtained from a source that, to the best of the receiving party’s knowledge, is not bound by a confidentiality obligation with respect to such information, (c) is lawfully in the receiving party’s possession in written or other recorded form prior to the time of disclosure, (d) is disclosed on a non-confidential basis to a third party by, or with the permission of, the disclosing party, or (e) is independently developed by, or on behalf of, the receiving party without use of or reference to any Confidential Information of the disclosing party. Information disclosed by disclosing party under an Order shall not be deemed to be within the forgoing exceptions merely because such information is embraced by more general information in the public domain or in the possession of the receiving party or any third party. This Section 9.a. shall survive the termination and/or expiration an applicable Order, regardless of cause and shall remain in effect notwithstanding the termination and/or expiration thereof, for a period of two (2) years from the date of disclosure. “Confidential Information” means any and all information of either party, which is marked, disclosed, or under the circumstances taken as a whole would be reasonably deemed to be confidential of a secret, proprietary, or trade secret nature and that is furnished or disclosed to the other party in relation to the provision of Goods.
   2. Relationship of Parties/Third Party Beneficiaries. These terms and conditions do not create, and shall not be deemed to create, a partnership, joint venture, agency or any similar relationship or arrangement between the parties hereto. In carrying out its duties and performing its obligations hereunder, each of the parties hereto is acting as an independent contractor, and the employees, subcontractors, agents, or other representatives of one of them shall not be deemed to be employees, subcontractors, agents, or other representatives of the other. These terms and conditions and the rights and obligations created under it shall be binding upon and inure solely to the benefit of the parties to the applicable Order and their respective successors and permitted assigns, and nothing herein, express or implied, is intended or should be construed to confer upon any other person any right, remedy or claim under or by virtue of these terms.
   3. Assignment. Customer may not assign an Order or these terms and conditions, in whole or in part, without the prior written consent of RRD, and any attempted assignment or delegation by Customer shall be void and ineffective for all purposes. RRD reserves the right to transfer or assign, in whole or in part and without recourse by Customer against RRD, its rights, liabilities, and obligations herein arising to a third party without prior written notice, and such assignment shall operate to release RRD from its obligations hereunder. Such transfer or assignment shall not create a right in Customer to demand assurances from the assignee.
   4. Waiver. Waiver by RRD of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach, and the failure of RRD to exercise any right arising from any default of Customer hereunder shall not be deemed to be a waiver of such right, which may be exercised at any subsequent time.
   5. Severability/Counterparts. If any of the provisions or portions hereof are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted, and he remainder shall continue in full force and effect. Each Order and agreement between RRD and Customer may be executed in counterparts, each of which taken together shall constitute one single agreement between the parties.
   6. Staffing/Resources. To support RRD's work with Customer, RRD may leverage global third party service providers, including the use of its own intracompany global staff, and make use of automated machine learning, artificial intelligence tools, or other similar software tools for internal use to improve the quality or provision of Goods.
   7. Choice of Law/Entire Agreement. These terms and conditions and any Order issued hereunder shall be governed by the laws of the State of Illinois, as applied to contracts entered into and to be performed in Illinois. Each party acknowledges that it has read these terms and conditions, understands them, and agrees to be bound by them, and, together with any Order issued from time to time hereunder, constitute the complete and exclusive statement of the agreement between the parties relating to the subject matter of the applicable Order. No other terms or documents that purports to modify or supplement the text herein shall add to or vary these terms and conditions. These terms and conditions and any applicable Order may not be modified or altered except by a written instrument duly executed by both parties.
   8. Force Majeure. RRD shall not be considered in default or incur any liability hereunder due to any failure in its performance of providing the Goods should such failure arise out of causes beyond its control, including, without limitation, work stoppages, government acts or orders, fires, riots, accidents, floods, storms, unavailability of materials, utilities or fuel or failures of communications or software, epidemics, pandemics or other health emergencies, or other national or regional emergencies. The time for performance shall be extended for a period equal to the duration of the conditions preventing performance. In the event of a stoppage or delay resulting from any such cause, RRD will perform such parts of the work as RRD is capable of performing, and in the event Customer places any other part of the work elsewhere, RRD will be entitled to resume the same as promptly as practicable.