RRD Terms and Conditions

1. Offer & Acceptance. Purchaser has offered to purchase from R. R. Donnelley & Sons Company ("RRD") the products and services ("Goods") described in this terms and conditions document (“Document”). RRD's acceptance of the offer is expressly conditioned upon Purchaser's assent to the terms and conditions set forth in this Document. If this Document is submitted in response to a purchase order or other written or oral offer of Purchaser to purchase the Goods, to the extent that there are any material differences or additions in the terms contained in Purchaser's offer, this Document shall be considered a counter offer to sell the Goods to Purchaser under the terms and conditions herein contained. Purchaser's acceptance of any such counter offer is limited to the terms and conditions set forth herein which may be accepted by Purchaser's failure to make written objection within five days or by accepting shipment of the Goods.
2. Terms and Conditions Applicable. The terms and conditions set forth herein, as modified by the terms of any written Letter Agreement, quotation or proposal made by RRD, are the only terms and conditions applicable to the purchase of the Goods described in an ordering document. Any changes or modifications in the terms and conditions must be specifically agreed to in writing by an authorized RRD representative.
3. Prices; Taxes; Payment Terms.
   1. Purchaser shall pay the purchase price quoted. If any of the Goods are scheduled to be shipped more than sixty (60) days from the date hereof, RRD may change the price applicable to such Goods by notifying the Purchaser not less than thirty (30) days prior to shipment.
   2. Any taxes or fees imposed by any federal, state, municipal, or other governmental authority that may be applicable to the production, sale, use, storage, delivery, or transportation of the Goods, together with all duties, tariffs, and brokerage charges, shall be added to the price and paid by Purchaser, except where Purchaser shall have provided a proper certificate of exemption therefrom. Purchaser shall be responsible for the payment of such taxes and fees even if all or any part thereof has not been added to the invoice price.
   3. All invoices will be due upon receipt.
4. Errors. RRD reserves the right to correct any inadvertent errors made in specifications and prices quoted.
5. Quantities. Except as otherwise provided on the face hereof, 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 Purchaser's specifications.
6. Partial Orders & Single Lot Shipments. This Document and the prices quoted, are based upon the purchase of all of the Goods. Orders for less than all of the Goods are not acceptable unless specifically provided for on the face hereof or by written consent of RRD. In addition, and unless otherwise specified, such prices are based upon single shipment, single destination. If more than one shipment to more than one destination is requested by Purchaser, the price shall be adjusted to reflect any increase in RRD's cost occasioned by any such additional shipments.
7. Cancellations and Requests by Purchaser for Delays. Once accepted by RRD, this order may be cancelled or delayed by Purchaser only upon written consent of RRD. If RRD consents to any such cancellation or delay, Purchaser may be required to pay any such amount as RRD, in its sole discretion, shall determine will fully indemnify it against any and all loss and provide RRD with a reasonable profit.
8. Shipment; Title; Risk of Loss. Except as set forth in this paragraph, all shipments shall be F.O.B. Origin (point of shipment). All shipping dates are approximate and RRD does not guarantee the date of shipment. Risk of loss shall pass to Purchaser as soon as the Goods have been delivered to the carrier for shipment to Purchaser or when the Goods are ready for delivery if delivery has been delayed by Purchaser. Title to Goods shall pass to Purchaser at RRD's factory immediately upon completion of manufacture. Passage of title and/or risk of loss shall not be affected by delivery terms, shipping instructions, or storage on Purchaser's behalf in RRD's warehouse facilities. Notwithstanding the foregoing, for Goods produced in the State of Tennessee, title to Goods shall pass to Purchaser upon final delivery of the Goods to the address designated by Purchaser for shipment. RRD shall not be liable for any delay in delivery or any other default due to occurrences or contingencies, including, but not limited to, fire, flood, embargo, strike, failure to secure materials or labor from usual sources of supply, governmental restrictions, conditions considered "force majeure", delays occasioned by any subcontractors, or any other circumstances beyond RRD's control which shall prevent RRD from performing in the normal and usual course of its business.
9. Inspection and Rejection. Purchaser 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, Purchaser shall notify RRD within fifteen (15) days of the date of delivery. If Purchaser 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 Purchaser properly, within the terms of this Document, rejects or revokes acceptance of any of the Goods tendered by RRD, Purchaser shall immediately notify RRD in writing, specifying all claimed shortages, errors, defects, and non-conformities. No Goods shall be returned by Purchaser unless authorized in writing by RRD.
10. Security Procedures for Certain Instruments. With respect to any Goods designated by Purchaser as instruments which are or may become negotiable, transferable, or convertible (including signature imprinted checks and drafts, money orders, travelers' checks, auto licenses and titles, lottery tickets, warrants, bonds, contest and game cards, gasoline requisition forms and the like), RRD shall institute and maintain its standard security procedures to safeguard the Goods during manufacture, storage, and until the risk of loss has passed to Purchaser. RRD shall have no other or further responsibility to safeguard the Goods unless RRD has agreed in writing to institute and maintain specific additional or substitute procedural safeguards and Purchaser has fully paid the additional charges attributable thereto.
11. Warranties.
    1. RRD warrants for a period of six months from the date of manufacture that the Goods are free from defect in materials and workmanship and conform substantially to any specifications that are a part hereof, except that it does not warrant consistency, color of paper or ink, or matching of typography. Further, RRD does not warrant that the Goods are fit, legally or otherwise, for their intended purpose or use. 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 computer services hereunder, RRD agrees to use reasonable efforts to timely provide such services in accordance with generally accepted data processing procedures. RRD shall not, however, be responsible for errors or omissions resulting from the inaccuracy or defect in any customer supplied data, or for improper input and output data controls and procedures used by Purchaser. If the services are interrupted or delayed, RRD's sole responsibility shall be to resume the services as promptly as reasonably practical. In the event of errors or omissions in the services provided by RRD, RRD shall (i) correct any errors with respect to which RRD received timely notice, or (ii) where correction is not practicable, Purchaser shall be entitled to an equitable refund of that portion of the services which produced erroneous results. RRD shall not be responsible for loss or destruction of the Purchaser database, including Purchaser furnished material and RRD developed data, unless due to the gross negligence of RRD, and RRD's liability shall be limited to restoring the lost, destroyed, or damaged material provided such restoration can be reasonably performed by RRD and Purchaser provides RRD with all source data in readable form for such restoration, it being presumed conclusively that any source data delivered to RRD has been backed up by duplicate material retained by Purchaser.
    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, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY EITHER PARTY OR OTHERWISE WITH RESPECT TO THE SERVICES AND THE ACCURACY, OPERATION, FUNCTIONALITY, QUALIFICATIONS OR CAPABILITIES OF THE GOODS, SERVICES OR RESOURCES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES OF UNINTERRUPTED OR ERROR FREE PERFORMANCE OF PRODUCTS OR SERVICES. ALL THIRD PARTY MATERIALS AND HARDWARE PROVIDED BY RRD ARE PROVIDED "AS-IS" WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER.
12. Limitation of Liabilities. The sole and exclusive remedies of Purchaser shall be those specifically set forth in the Warranties section hereof. 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 involved. If RRD is required to safeguard certain Goods under Section 11 hereof and its failure to do so results in the unauthorized manufacture or theft and misuse of such Goods, RRD's sole and exclusive obligation shall be to reimburse Purchaser for its direct and unrecoverable losses caused thereby, not to exceed a maximum aggregate for all occurrences of five hundred dollars. IN NO EVENT SHALL RRD 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 RRD OR ITS AGENTS WERE ADVISED OR AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OR LOSSES OCCURRING.
13. Purchaser Warranty and Indemnification.
    1. Purchaser represents and warrants that the designs, specifications, instructions, directions and Content or other material furnished to RRD by Customer, Content altered by RRD at Purchaser’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, and (iii) does not violate any federal, state or other applicable law, rule or regulation including, without limitation, those concerning invasion of privacy, false or deceptive advertising, improper labeling or packaging, improper distribution or any other form of personal or advertising injury. Purchaser 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 claim alleging breach of one or more of the foregoing warranties. “Content” means all text, images, illustrations, graphics, data or other content, and the selection or arrangement of such content on a page, form or file.
    2. Purchaser acknowledges that RRD has no control over, and is not responsible for, the manner in which the Goods will be used or otherwise dealt with by Purchaser. Purchaser therefore agrees to assume all responsibility for any and all sums which RRD and/or Purchaser become obligated to pay because of bodily injury or property damage caused by or resulting directly or indirectly from the use of the Goods. Purchaser shall indemnify and hold RRD harmless from and against any and all actions, claims, and demands arising out of or in any way connected with the use of the Goods.
14. Proprietary Rights. All materials, artwork, negatives, plates, designs, plans and drawings, software programs, equipment, machinery, and all other materials used by RRD to provide the Goods and any products and services, except if already owned by and provided by Purchaser to RRD, shall be and remain the exclusive property of RRD. Purchaser acknowledges that it obtains no right in or to such property of RRD nor does it have a license to use any such property of RRD. Purchaser shall not make any copies of such materials unless prior written permission is obtained from RRD and agrees not to permit any third party to have access to RRD's property without the prior written consent of RRD. RRD shall have the exclusive right to copyright, trademark, patent, or otherwise protect its property rights in such materials and may use it in any way it shall determine fit.
15. Security Interest. Until full payment of the purchase price for any Goods ordered pursuant to this Document, RRD shall retain a security interest in the Goods and may, at its option and without further agreement or signature by Purchaser, file evidence of such security interest pursuant to the Uniform Commercial Code. So long as RRD has a security interest, Purchaser shall keep the Goods in good condition and free from any other liens or encumbrances.
16. Assurances of Performance. If, in the judgment of RRD, the financial condition of Purchaser at any time does not justify continuation of production or shipment on the terms of payment originally specified, RRD may require full or partial payment in advance and, in the event of the bankruptcy or insolvency of Purchaser or in the event any proceeding is brought by or against Purchaser under the bankruptcy or insolvency laws, RRD may be entitled to cancel any order then outstanding, without liability whatsoever, and shall receive reimbursement for its cancellation charges.
17. Nonpayment.
    1. If the purchase price is not paid within fifteen days from the due date, RRD reserves the right to charge the lesser of one and one-half percent (1.5%) or the maximum legal rate on all such sums from the date due until paid.
    2. In the event of nonpayment, RRD shall have and may exercise all rights and remedies under the Uniform Commercial Code. Purchaser shall also be liable to RRD for all costs of collection, including reasonable attorney’s fees and costs, incurred by RRD upon the default by Purchaser.
18. Credit. RRD reserves the right at any time to alter or suspend credit or to change any credit terms provided for in this Order when, in its sole discretion, the financial condition of Purchaser so warrants. In any such case, RRD may require cash payment or additional security from Purchaser before shipment, may accelerate the date of any payment, and may withhold any shipment or further shipments and cancel any unfilled orders.
19. Additional Warehouse Terms and Conditions. Upon request by Purchaser and RRD's acceptance thereof, RRD shall store in its warehouse the Goods or such portion of them as Purchaser may request upon the terms set forth in this Order 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 Purchaser designated location; or (ii) destroy Goods at Purchaser’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 Purchaser shall file any declaration of value which may thereafter be required. Purchaser 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 replacement of such Goods.
    6. If the stored Goods are instruments to which the security procedures of Section 11 apply, RRD's responsibilities and liabilities shall be limited to those set forth in Section 13.
    7. Upon receipt of Purchaser's requisition order, RRD shall deliver stored Goods in full carton quantities or any multiples thereof, except that no Goods shall be released from storage until all amounts then due with respect to the stored Goods have been paid.
20. Additional Terms and Conditions.
    1. Assignment. Purchaser may not assign this contract, in whole or in part, without the prior written consent of RRD, and any attempted assignment or delegation by Purchaser 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 Purchaser 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 Purchaser to demand assurances from the assignee.
    2. Set-Off. RRD shall have the right to credit toward the payment of any monies that may become due RRD hereunder any sums which may now or hereafter be owed to Purchaser by RRD or by any subsidiary or other affiliate of RRD.
    3. 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 Purchaser hereunder shall not be deemed to be a waiver of such right, which may be exercised at any subsequent time.
    4. Invalidity. 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.
    5. To support RRD's work with Purchaser, RRD may leverage global third party service providers, including the use of its own intracompany global technical services.
    6. Choice of Law. This Agreement shall be governed by the laws of the State of Illinois, as applied to contracts entered into and to be performed in Illinois.
    7. In connection with any Goods provided by RRD to Purchaser, Purchaser hereby grants to RRD the right to use Purchaser’s name and logo or images or samples of the Goods solely in connection with marketing, advertising, and promoting RRD services.