DHL Global Mail (DHLGM), Terms and Conditions of Sale – Branded Envelope

1. QUOTATION: Any quote for work provided hereto not accepted within fifteen (15) days is subject to review and may be changed.
2. ORDER: A purchase order is required indicating the following items; envelope size, format, volume, cost per piece, any custom requirements such as return address or permit details. Additionally, any customer reference information and transportation requests should be noted on the purchase order.
3. ORDER CANCELLATIONS: In the event of an order cancellation, if DHLGM has commenced work on the order, it shall be entitled to full reimbursement of any costs already incurred, including penalties and/or restocking charges that seller’s suppliers may charge. For custom orders, this reimbursement shall be deducted from the advance deposit. For costs that exceed the balance, an invoice will be generated to the customer. Alternatively, any remaining balance of the deposit shall be refunded to the customer.
4. SERVICES: DHLGM agrees to provide to Customer the right and ability to purchase and use the DHLGM product known as DHLGM Branded Envelope (“Envelope”) on and subject to these Terms and Conditions of Sale. DHLGM agrees to provide the Products to Customer only on these Terms and Conditions of Sale, notwithstanding any language in Customer’s purchase order, if one exists, or other writing or oral representation previously, simultaneously or hereafter received by Customer purporting to amend, modify or replace these terms, covenants and conditions with any different or additional terms, covenants or conditions or reciting that any action or inaction by DHLGM constitutes agreement or consent by DHLGM to such amendment, modification or replacement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any terms used in these Terms and Conditions of Sale, the Printing Services Agreement, Quotation, Acknowledgment or Invoice. DHLGM’s AGREEMENT TO PROVIDE THE PRODUCTS IS EXPRESSLY CONDITIONED ON CUSTOMER’S ASSENT TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. Customer shall be deemed to have made an unqualified acceptance of these Terms and Conditions of Sale and it shall become the agreement between the parties on DHLGM’s receipt of a signed copy of the Branded Envelope Quotation.
5. PROOFS: Where custom proofs are used, the Customer shall submit the approved proof via e-mail or hard copy to DHLGM. Corrections are to be clearly marked and returned for revision. DHLGM is not responsible for errors if the work is accomplished per Customer's OK or if changes are communicated verbally. DHLGM shall not be responsible for errors if the customer has not ordered or has refused to accept proofs or has failed to return proofs with indication of changes or has instructed DHLGM to proceed without the submission of proofs.
6. FEES & PAYMENTS: An advance deposit of 10% of total order price is required on all custom orders. Unless previous arrangements have been made in writing, remaining balance is due at time of completion of work. Payment is due to DHLGM, net fifteen (15) days from the date of the invoice. In the event of late payment over thirty (30) days, Customer shall pay interest at the rate of one and one-half percent (1.5%) per month on the unpaid balance.
7. TAXES: Any sales tax, manufacturer's tax, retailer's occupation tax, use tax, excise tax, duty, custom, inspection, or testing fee, or other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by any transaction between DHLGM and Customer will be assessed and invoiced to the Customer. Tax responsibility is determined by the destination delivery state. In the states where DHLGM has facility operations, aforementioned taxes and fees will be assessed and invoiced by DHLGM. In all other states the responsibility defers to the Customer to collect and submit the aforementioned taxes and fees.
8. CUSTOMER UNDERTAKINGS: Customer acknowledges and agrees that the design of the Envelope as well as any trademarks, trade names, logos, trade dress or other marks (“Marks”) on the Envelope are owned by and shall remain owned by DHLGM. DHLGM is not transferring any ownership, rights or license to the Marks or permitting any unauthorized use of the Marks. Customer may not use the Marks for any purposes other than as specified in these Terms and Conditions of Sale.
   
   Customer will utilize the Branded Envelopes for its own use only. Customer can not resell the envelopes, or the use or design of the Envelopes to any third party without prior written agreement with DHLGM and cannot assign its rights under this Agreement to any third party.
   
   When sending this envelope within the domestic United States, Customer acknowledges and agrees that all mailable content will meet United States Postal Service standards as outlined in the USPS Domestic Mail Manual. For International mailings Customer acknowledges and agrees to meet mailing standards of the destination country or countries. Customer must send the DHLGM Branded Envelope using DHLGM international services. For available services, please visit http://us.dhlglobalmail.com
9. INDEMNIFICATION: Customer shall indemnify and hold DHLGM harmless 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 DHLGM on grounds alleging any infringements of any patent, trademark, copyright, mark, logo or other intellectual property rights of any other party provided by customer that violates any copyright or any proprietary right of any person, company or other body, or that any mailing contains any matter that is libelous or scandalous, or invades any person's right to privacy or other personal rights. Customer agrees to, at Customer's expense, promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against DHLGM, provided that DHLGM shall promptly notify Customer with respect thereto, and provide further that DHLGM shall give to Customer such reasonable time as the urgency of the situation may permit in which to undertake and continue the defense thereof.
10. NO PARTNERSHIP OR OTHER ARRANGEMENT: DHLGM and Customer are independent contracting parties. The execution of this Agreement does not constitute a principal-agent or an employer-employee relationship or a partnership or franchise. No party shall have any right or authority to pledge the credit of or commit or bind the other party to any obligation or duty, express or implied, of any nature whatsoever.
11. LIMITATION OF LIABILITY: DHLGM shall in no case be liable for any loss, delay, damage, mis-delivery, or non delivery beyond the limitations specified in DHLGM's then current terms and conditions of service and the terms and conditions contained on any DHLGM waybill accompanying a shipment transported by DHLGM for customer. DHLGM shall not be liable for any special, incidental or consequential damages including, but not limited to, loss of profits or income, whether or not DHLGM had knowledge that such damages might be incurred. A copy of the current terms and conditions as they appear on the waybill can be found at us.dhlglobalmail.com/branded-envelope-terms-and-conditions.aspx.
12. FORCE MAJEURE: Neither party nor its agents shall be liable to the other party or its agents for damages or otherwise for any failure to perform, or delay in performing, any of its duties or obligations under this Agreement to the extent such failure or delay is due to the default or non-performance of the other party of any of its duties or obligations under this Agreement, or a cause beyond the first party’s, or its agent’s, reasonable control, including but not limited to, flood, act of God, fire, strike or other labor disturbances, riot, traffic, the cessation of USPS operations, acts of terrorism, war or any other military action. Should any such event occur, the affected party shall promptly notify the other party and shall use reasonable endeavors to resume prompt performance of its obligations under this Agreement as soon as such event shall have ceased, and the time for such party’s performance shall be extended for the period equal to the time lost by reason of such uncontrollable cause.
13. GOVERNING LAW: These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of Florida without respect to its conflict of law.
14. PARTIAL INVALIDITY: If any provision of these Terms and Conditions of Sale should be held to be void or unenforceable, such provision will be treated as severable, leaving valid the remainder of this Agreement.
15. SHIPPING & DELIVERY: Unless otherwise specified, the price quoted is for customer pick up of goods at one of the designated supplier locations throughout the United States of America. Charges related to delivery from supplier to Customer are generally not included in any quotation unless specified. Any additional charges for delivery from DHLGM’s supplier of materials or from DHLGM to Customer will be billed at cost to Customer.
16. OVERRUNS OR UNDERRUNS: Overruns or under-runs for printing not to exceed 5% on quantities ordered and/or the percentage agreed upon over or under quantities ordered shall constitute acceptable delivery. DHLGM will bill for actual quantity delivered within this tolerance. If Customer requires guaranteed “no less than” delivery, percentage tolerance of overage must be doubled.
17. RESPONSIBILITY AND TITLE: Title to the products shall remain with DHLGM according to the terms of the quotation. Risk of loss for the products shall pass to the Customer upon shipment from FOB point and, accordingly, the Customer shall have adequate insurance coverage.
18. DAMAGE OR LOSS IN TRANSIT: DHLGM can arrange for transport from supplier to Customer upon request. Customer may also select the mode of transportation for delivered orders. If transport is requested, any claims for loss or damage to goods while in transit will be made against the carrier and not against DHLGM.
19. RETURNS: No merchandise will be received or credited if returned without prior consent. No claim will be allowed unless made promptly upon receipt of merchandise and then only if merchandise has not been cut, ruled, printed or otherwise proceeded. If merchandise was obtained for Customer on special order or custom, no claim will be allowed unless and until adjustment is made by our source of supply.
20. LIMITED WARRANTY: DHLGM disclaims any and all warranties, whether express or implied, including, but not limited to, any implied warranty or merchantability or fitness for a particular purpose, except as otherwise provided herein unless made specifically in writing, signed by DHLGM, and attached to and made a part of this invoice.