APPLICABILITY These Terms and Conditions of Sale (these (Terms and Conditions”) apply to, and are hereby incorporated by reference in, all purchase orders and the like issued and/or accepted by Prolific Graphics Inc. (collectively referred to as “Prolific”) and/or The Prolific Group and any other documentation issued and/or accepted by Prolific with respect to a client’s purchase of goods and/or services, including, but not limited to, all sales quotations, acknowledgements and similar documents.

ALTERATIONS Alterations represent work performed in addition to the original specifications outlined in the sales quotation. This includes changes to intermediate and final proofs, introduced by the customer. Such additional work shall be charged at current Prolific rates.

CLIENT SPECIFICATIONS The customer is responsible for the accuracy of the data (client files, etc.) supplied to Prolific. It is the customer’s obligation to provide Prolific with all requirements before the job enters production. The customer agrees to pay, at current Prolific rates, for additional labour and material costs resulting from any incomplete and/or incorrect information provided to Prolific.

COLOUR PROOFS Because of differences in equipment, paper, inks and other factors involved in colour proofing and production pressroom operations, Prolific is not responsible for minor colour variations between colour proofs and the completed job.

CONTENT PROOFS Unless otherwise agreed upon, Prolific will submit content proofs for the customer’s review and approval. Content Proofs are intended only to determine design, layout and test accuracy. Corrections need to be returned to Prolific together with the Proofing Slip indicating “Okay to Print” or “Corrections/Changes required” and signed by the customer. Prolific cannot be held responsible for undetected printing errors or losses if the work is printed per the customer’s Okay OR the customer fails to return a proof with changes OR the customer communicates changes verbally.

CUSTOMER-FURNISHED MATERIALS All customer-furnished materials must be manufactured packed and delivered to Prolific’s specifications. Additional cost due to delays or impaired productions caused by specification deficiencies shall be charged to the customer.

DELIVERY Unless otherwise specified, the price quoted is for a single shipment, without storage, FOB Prolific’s shipping platform. Price quotations are based on continuous and uninterrupted delivery of the complete order, unless specifications distinctly state otherwise. All delivery charges and courier charges are to be paid by the customer. Title for the product(s) shall pass to the customer upon receipt by the carrier at the shipping point.

INDEMNIFICATION The customer shall indemnify and hold harmless Prolific from any and all loss, cost, expense and damages on account of any and all manner of claims, demands, actions and proceedings that may be instituted against Prolific on grounds alleging that the said printing directly or indirectly violates any copyright or any proprietary right of any person, or that it contains any matter that is libelous or scandalous, or invades any person’s right to privacy or other personal rights except to the extent that Prolific has contributed to the matter. The customer agrees to, at the customer’s own expense, promptly defend and contribute the defense of any such claim, demand, action or proceeding that may be brought against Prolific.

ORDERS All orders accepted by Prolific and their representatives cannot be cancelled except upon terms that will compensate Prolific against loss.

OVER RUNS or UNDER RUNS In the print production process, additional pieces must be produced at every step of manufacturing to allow for set-up copies and spoils. Based on a number of factors, the results in finished product may exceed or be fewer that the specified order quantity. Prolific follows industry standards and bills for the actual quantity produced, which can vary up to 10% of the order quantity. If the customer requires a guaranteed or exact quantity, this instruction must be supplied by the customer at the time of the quotation request, as guaranteed quantities will impact the unit cost of the product(s).

PRODUCTION SCHEDULES Production schedules will be established and adhered to by the customer and Prolific, provided that neither shall incur any liability or penalty for delays due to state of war, riot civil disorder, fire, labour trouble, accidents, energy failure, equipment breakdown, delays of suppliers and carriers, action of government of civil authority and acts of God or other causes beyond the control of the customer and Prolific. If production schedules are not adhered to by the customer, final delivery date(s) will be subject to renegotiation.

QUOTATION A quotation not accepted within thirty (30) days of the date of the quotation is subject to a price review by Prolific. All prices are based on manufacturing costs and customer’s specifications at the time of quotation.

Prolific can re-quote a job at the time of submission if the specifications or input materials do not conform to the information on which the original quotation was based.

STORAGE Prolific will store customer’s finished goods if the customer requests/requires that service. There is a monthly charge for storage, as well as for filling customer orders from the stored goods.

TERMS Standard payment terms are net 30 days from the date of invoice, unless other arrangements are made. Claims for defects, damages, or shortages must be made by the customer in writing not later than ten (10) calendar days after delivery. If no such claim is made, Prolific and the customer will understand that the job has been accepted. By accepting the job, the customer acknowledges that Prolific’s performance has fully satisfied all terms, conditions and specifications.

WAVINESS/CURL/WARP OF PRINTED MATERIAL Printed materials are affected by changes in humidity and temperature. Prolifics’ printing facility is humidity and temperature controlled to minimize waviness, curl and/or warp. When printed material leave any controlled environment they will react to different humidity and temperature levels (higher or lower). Humidity and/or temperature changes will cause paper to absorb or lose moisture and at times result in waviness, curl and/or warp in the printed material