FSEA Copyright April 17, 2008

Following you will find a copy of the Finishing Industries Trade Customs as recommended by our association. As the name suggests, the Trade Customs presented in this document reflect the common business practices of the finishing industries. However, "Trade Customs" are not necessarily "recommended" practices. Some finishers may elect to follow them; others may not. The use of any Trade Customs must always be an independent, individual business decision. As each company drafts its own contractual provisions, it will also want to consider customers’ wishes, relationships with potential customers, and other competitive issues.

It is important to be aware that each state may have additional ordinances and guidelines that need to be considered. This set of trade customs is an excellent starting point, but should be considered just that, a starting point. It would be a good idea to research business practices in your state and to have your attorney review them also.

FSEA is pleased to provide these to you as one of your membership services. If you have any additional questions, please don’t hesitate to call and ask.

Quotations: A quotation not accepted within sixty (60) days is subject to review. All prices are based on labor, material costs, and proposed layout at the time of quotation.

Orders: Acceptance of orders is subject to credit approval and contingencies such as fire, water, strikes, theft, vandalism, acts of God, and other causes beyond the provider’s control. Canceled orders require compensation for incurred costs and related obligations.

Cancellations: Cancellations can be made at any time by either the customer or the provider. Oral cancellations must be followed up with a written request or notice of cancellation. The customer will be liable for all costs of material, labor and related expenses incurred by the provider until the date of cancellation.

Experimental Work: Experimental or preliminary work performed at the request of the customer will be charged at current rates unless otherwise specified before the work begins.

Creative Work: Sketches, dummies, samples, mockups and all other creative work developed or furnished by the provider are the provider’s exclusive property. The provider may condition approval for use upon compensation to be determined by the provider.

Accuracy of Specifications: Quotations are based on the accuracy of the specifications provided. The provider can re-quote a job at time of submission if artwork, films, tapes, disks or other input materials do not conform to the information on which the original quotation was based.

Press Proofs: Unless specifically provided for in provider’s quotation, press proofs will be charged at current rates. An inspection sheet of any form can be submitted for customer approval at no charge, provided that the customer is available at the press during the time of make-ready. Lost press time due to customer delay, or customer changes and corrections, will be charged at current rates.

Alterations/Corrections: Customer alterations include all work performed in addition to the original specifications. All such work will be charged at the providers current rates.

Over-Runs and Under-Runs: Over-runs or Under-runs will not exceed 10% of the quantities ordered or a percentage mutually agreed upon. Quantities within these tolerances shall constitute acceptable delivery. The provider will bill for the actual quantity delivered within this tolerance. If the customer requires a guaranteed quantity, it must be determined at the time of quotation and/or before the running of the job begins.

Customer Property: The provider will maintain proper insurance coverage on property belonging to the customer while the property is in the provider’s possession. The provider’s liability for this property will not exceed the amount recoverable from insurance. Additional insurance coverage may be obtained if it is requested in writing, and if the premium is paid to the provider.

Delivery: Unless otherwise specified, the price quoted is F.O.B. provider’s platform without storage. Proposals are based on continuous and uninterrupted delivery of the complete order. If the specifications state otherwise, the provider will charge accordingly at current rates. Additional charges covering the areas of special packaging, service, handling, postage, delivery and air freight will be added to the invoice. Title for finished work passes to the customer when goods are accepted by the carrier; or upon mailing of invoices for the finished work or its segments, whichever comes first.

Storage: The provider will retain intermediate materials until the related end product has been accepted by the customer. If requested by the customer, intermediate materials will be stored for an additional period at additional charge. Dies, plates and tools will be stored for the customer for a period of 24 dormant activity months.

Production Schedules: Production schedules will be established and followed by both the customer and the provider. In the event that production schedules are not adhered to by the customer, delivery dates will be subject to re-negotiation. There will be no liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, machinery breakdowns, actions of government or civil authority, acts of God, or other causes beyond the control of the provider. In such cases, schedules will be extended by an amount of time equal to delay incurred.

Customer Furnished Materials: Materials furnished by customers or their suppliers are verified by delivery tickets and an inch count. The provider bears no responsibility for discrepancies between delivery tickets and actual counts. Artwork, film, plates, disks, dies or other materials furnished by the customer must be usable by the provider without alteration or repair. Items not meeting this requirement will be repaired by the customer, or by the provider at the provider’s current rates.

Damage During Shipping: When the customer provides the trucking or transportation of the materials, the provider will not be held liable for any damage. If the provider organizes the trucking of the materials, the provider will be liable for any damage to the shipment. Any special shipping instructions should be included in the purchase order or when the order is placed with the provider.

Terms/Claims/Liens: Payment is net cash 30 calendar days from date of invoice. Claims for defects, damages or shortages must be made by the customer in writing no later than 10 calendar days after delivery. If no such claim is made, the provider and the customer will understand that the job has been accepted. By accepting the job, the customer acknowledges that the provider’s performance has fully satisfied all terms, conditions & specification. The provider reserves the right to be involved in any corrective action process. The customer will accept full responsibility for all costs of inspection and rework if the provider is not notified or given an opportunity to be involved in the corrective action process.

The provider’s liability will be limited to the quoted selling price of defective goods, without additional liability for special or consequential damages. As security for payment of any sum due under the terms of an agreement, the provider has the right to hold and place a lien on all customer property in the providers possession. The right applies even if credit has been extended. If payment is not made, the customer is liable for all collection costs incurred.

Indemnification: The customer agrees to protect the provider from economic loss and any other harmful consequences that could arise in connection with the work. This means that the customer will hold the provider harmless and save, indemnify and otherwise defend him/her against all claims, demands, actions and proceedings on any and all grounds. This will apply regardless of responsibility for negligence.

Liability:

a. Disclaimer of Express Warranties: Provider warrants that the work will conform to the description contained in the purchase order and specifically disclaims any warranty of merchantability or fitness for a particular purpose as described in the purchase order. The customer understands that all sketches, samples, copy, dummies, and preparatory work shown to the customer are intended only to illustrate the general type and quality of the work. They are not intended to represent the actual work performed.

b. Disclaimer of Implied Warranties: The provider warrants only that the work will conform to the description contained in the purchase order. The providers maximum liability, whether by negligence, contract, or otherwise, will not exceed the cost of the material provided to the provider by the customer. The provider’s sole responsibility is to correct or repair the provided material. Under no circumstance will the provider be liable for any losses and/or consequential damages including but not limited to loss of sales, shipping costs, or loss of time.

Conflicting Terms and Conditions: The provider recognizes that the customer, for its own purposes, may desire to utilize its own form of acknowledgment or other documentation in connection with this transaction. Any provisions in any such other documentation which modify, conflict with, or contradict any provision of these stated terms and conditions will be null & void and these terms and conditions set forth herein will control.

Taxes: All amounts due for taxes and assessments will be added to the customers invoice and are the sole responsibility of the customer. No tax exemption will be granted unless the customer’s "Exemption Certificate" or other official proof of exemption accompanies the purchase order or is already on file. If, after the customer has paid the invoice, it is determined that more tax is due, then the customer must promptly remit the required taxes to the taxing authority, or immediately reimburse the provider for any additional taxes paid