TERMS AND CONDITIONS: Inclusive For All Services

1. TERMS OF PAYMENT. The services provided and or material supplied by SPS, LLC pursuant to this order (the “Material”) is custom made to Customer’s specifications. Accordingly, payment in full is due upon acceptance of this Agreement. Credit terms may be granted in the sole and absolute discretion of SPS, LLC upon presentation and review of financial and credit information and references.

2. INTEREST ON DELINQUENT ACCOUNT. In the event payment is not made when due hereunder, interest on the outstanding balance will accrue at the rate of 1-1/2% per month (an annual percentage rate of 18%).

3. EXPIRATION. The Agreement shall become null and void if not accepted by Customer as provided thereon within (30) days from date hereof. A Purchase Order or order release by client is considered acceptance by client of these terms.

4. PROPOSAL TO GOVERN. In the event of conflict between the Terms and Conditions contained herein and those contained in Customer’s purchase order, if any, the Terms and Conditions hereof shall control and be binding upon the parties.

5. ATTORNEY’S FEES. If SPS, LLC is required to enforce this agreement against Customer, it shall be entitled to recover reasonable attorneys fees (for pretrial, trial and appellate proceedings) cost and interest.

6. ORDERS. Accepted orders cannot be cancelled except upon terms that will compensate SPS, LLC against loss.

7. PROTOTYPE/ RESEARCH & DEVELOPMENT. Prototype, design, research and development work, not included in the quotation, which is performed at Customer's request, will be charged to customer at SPS, LLC current rates. Engineered Design solutions, data, algorithms, Graphics, CAD, Research Data results, etc..  developed by SPS, LLC remain the sole property of SPS, LLC unless compensated at a rate determined by SPS, LLC by the client. Upon compensation at rates all associated resultant subject data will be transferred to the client to use at their sole discretion unless otherwise listed in proposal.

8. PREPARATORY WORK. All preparatory or design work created or furnished by SPS, LLC and all other items, supplied by SPS, LLC which are pertinent to the preparation and development of job production shall remain SPS, LLC's exclusive property. No use of any of the foregoing shall be made, nor may ideas obtained there from be used, except upon compensation therefore in an amount determined by SPS, LLC.

9. ALTERATIONS. Customer will be charged at SPS, LLC’s current rates for all additional work and material incurred as a result of a change by Customer of original specifications, e.g. size, type, quantity, dates, artwork, carrier, etc... Change Orders will be processed as timely as possible and may delay delivery or completion of job and will be billed as additional charges to job at rates determined by SPS, LLC.

10. RETENTION OF STANDING TYPE MATTER, ETC. Standing type matter, plates (including lithographic plates), dies, and negatives will not be retained after completion of the order except upon written agreement and additional charge therefore determined by SPS, LLC. SPS, LLC may use or discard remaining materials at completion of job as SPS, LLC determines.

11. PROOFS. SPS, LLC will, on occasion, provide audible, electronic and/or visual proofs to customers for their comments or approval. Corrections to printing proofs are to be made only on the face of the proof. Proofs are to be marked “O.K.” or “O.K. with corrections” and signed by a person duly authorized to approve same on behalf of Customer. Unless otherwise specified, a proof will be provided for Customer review and approval in all process color reproductions. A reasonable variation in color between proofs and Printed Material shall constitute an acceptable delivery. Audio or electronic proof corrections or approvals or corrections to multimedia proofs including MOCK-UP, ALPHA or BETAs, are to be provided on the Proof Approval Form or other approval communication along with specific required corrections. There will be an additional charge for revised proofs requested by the Customer.

12. OVERRUNS; UNDERRUNS. Unless otherwise specified, overruns or under-runs, which do not exceed 10% of the amount ordered, shall constitute an acceptable delivery. Any excess or deficiency shall be proportionately charged or credited to the Customer. Excess Raw supply ordered specific to client, to meet client pricing request will be charged at cost plus a reasonable markup as determined by SPS, LLC.

13. STORAGE CHARGES. SPS, LLC shall charge the Customer, at current rates, for handling and storing Customer’s Material held by SPS, LLC for more than thirty (30) days after completion of their order. SPS, LLC shall have a lien on the Material for any unpaid handling or storage charges. All Customer’s property stored with SPS, LLC is at the Customer’s risk and SPS, LLC is not liable for any loss or damage thereto caused by fire, water leakage, theft, negligence, insects, rodents or any cause beyond SPS, LLC’s control.

14. DELIVERY. Unless otherwise specified, the price quoted is for a single shipment, F.O.B. factory. All proposals are based on continuous, uninterrupted delivery of complete orders, unless specifications provide otherwise. Title to and risk of loss of finished work shall pass to the Customer upon delivery to carrier at shipping point, or upon mailing of invoices for finished work whichever occurs first.

15. CLAIMS. All claims for defects, billing errors or shortages must be made by the Customer in writing within a period of five (5) days after delivery of material. Failure to make a claim within the 5-day period shall constitute irrevocable acceptance of and an acknowledgement that the goods fully comply with all terms, conditions and specifications.

16. MATERIALS. Materials furnished by Customer shall be of proper quality for requirements and shall be properly packed in good condition, free from dirt, grit, etc. Additional costs incurred by SPS, LLC due to delays or impaired production on account of improper packing, quality or late arrivals shall be charged to Customer.

17. MATERIALS PRICE INCREASES, SUPPLEMENTAL CHARGES. SPS, LLC guarantees the price of services/ materials in this Agreement for a period of thirty (30) days after acceptance by Customer. After said period if Customer delays manufacture of the order, the Customer will be liable for direct increases in price of materials. Proposed prices do not include taxes, postage, freight, etc. unless specified. If the order is cancelled because Customer refuses to pay for verifiable increases in materials, an additional charge of 10% of the total current cost of the job may be made by SPS, LLC as liquidated damages and the Customer agrees to pay said current cost and additional charges within ten (10) days of the date of invoice.

18. PACKING. Unless otherwise specified, SPS, LLC shall use style, type, size and composition as it, in its sole discretion, deems to be in the best interest of the Customer.

19. DELAYS. Prices quoted are based on straight-time work. Overtime work, equipment waiting time and other loss and expense incurred by SPS, LLC caused by Customer’s failure to meet deadlines, or by Customer’s delay in providing release, copy, proofs or other materials necessary to complete the work within the time specified shall be charged to Customer at rates determined in SPS, LLC’s discretion, in addition to the price quoted herein.

20. LIMITATION OF LIABILITY. The liability of SPS, LLC under this Agreement, including liability for the manufacture, sale, delivery, resale or use of the Material whether in contract, in tort, under any warranty, or otherwise, shall not under any circumstances exceed the price paid by Customer for the Services or Material. SPS, LLC shall have no liability for special, indirect, incidental or consequential damage or other economic loss, whether arising in contract or tort or for any other reason whatsoever, and are expressly excluded.

21. JURISDICTION AND VENUE. Customer expressly submits and consents to the exclusive jurisdiction of the Commonwealth of Virginia, with respect to any controversy arising out of or relating to this Agreement or any transactions in connection herewith and hereby waives personal service of process and agrees that service may be made by registered or certified mail.

22. DEFAULT IN PAYMENT. Any default by Customer in the prompt payment of amounts due SPS, LLC hereunder shall entitle SPS, LLC to immediately stop all work under this agreement and hold materials or data in lien, and Customer expressly waives and releases SPS, LLC from any and all claims for damages by reason of said stoppage.

23. MATERIALS SUPPLIED BY CUSTOMER. SPS, LLC may retain possession of materials supplied to SPS, LLC by Customer without any liability until all amounts due from customer hereunder have been paid. SPS, LLC shall not be responsible for safekeeping any materials supplied by Customer.

24. RIGHT OF DISPOSAL. In the event Customer fails to pay within 90 days for any work completed, or in the event Customer fails to accept delivery, cancels order or pick up his finished product within ninety (90) days from completion, SPS, LLC has the right to sell, dispose of, or use any such material on hand in any way the company chooses. In this case all become the property of SPS, LLC.

25. FORCE MAJEURE. SPS, LLC shall not be responsible for delays or failure to perform caused by strikes, failure of supply of paper or other materials, government rules, orders, laws or regulations, destruction of the plant, the existence of unusual market conditions, or by flood, fire, delays of carriers and acts of God, or other similar occurrences beyond the control SPS, LLC.

26. INDEMNIFICATION. Customer warrants that it possesses all rights necessary to and the legal propriety of all matters submitted to SPS, LLC in connection with the printing and/or publication or distribution or manufacturing under this Agreement, and will indemnify SPS, LLC against all claims and liability arising from the printing, publication, manufacturing or distribution of the Material, including, without limitation, claims for copyright/patent infringement and/or royalties, including all legal expenses and disbursements incurred by SPS, LLC in contesting the same at pretrial, trial and appellate levels. SPS, LLC reserves the right, in its sole discretion, to refuse to print, manufacture or distribute any matter, which, in its judgment is deemed improper, libelous or scandalous.

27. ASSIGNMENT. Customer may not assign this agreement without a written consent of SPS, LLC authorized member.

28. GOVERNING LAW. This Agreement shall be construed according to and governed by the laws of the Commonwealth of Virginia.

29. ENTIRE AGREEMENT. The Terms and Conditions along with the Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and the provisions herein shall supersede and all prior agreements or understandings between the parties with respect to such subject matter. This Agreement may be modified only in writing, signed by duly authorized representatives of each party. Electronic delivery of this data is considered acceptance of these terms and conditions at time of customer order authorization by verbal approval, Purchase Order, check deposit, signature or electronic acceptance methods.

01-01-18 Specialty Packaging Solutions, LLC      TERMS & CONDITIONS Subject to change without notice.