Terms

1.1 Your initial printing or design estimate is based upon the specifications provided and subject to review upon receipt of final files. 

1.2 Printing. Because of differences in equipment, paper, inks, environmental and other conditions beyond color proofing and production press room operations, reasonable color variation between color proofing and completed job shall constitute acceptable delivery.We cannot be held responsible for the limitations of printing technology. e.i. hickies, roller marks, ink density problems, finger printing, envelope conversion limitations of  up to 1/8” tolerances on final envelope size, etc. 

1.3 Author’s Alterations. You agree to pay any author’s alterations made on your behalf up to 15% of the project costs (w/o your signature) to insure a better finished product. The Foundry/The Plant cannot be held responsible for artwork or disks supplied that do not output correctly.

1.4 Guaranteed print quantities and print runs are inexact. Therefore ± 10% delivery is considered full count as dictated by Printing Trade Customs. If you require no less than a specified quantity, you must make this request in writing prior to the initial print estimate, or we will not be responsible for over/underruns. Such a request may cause your base price to increase over what has been previously submitted.

1.5 Credit Lines. All work will appear with a “printed by The Foundry, www.thefoundryco.com” credit line. 

1.6* We will not be undersold! We will match or exceed customers prices from another vendor only if we are allowed to review     competitors estimates in determining specifications match our estimate submitted to you. Upon review of specifications, we    may, at our discretion, decline to reduce our pricing further, or we may provide lower pricing for customers consideration. By doing so, we are insuring that we are providing you with our best production costs, and a consistent final product year after year.

 

2.1 Copywriting. All estimates for copywriting include 2 sets of b/w comprehensives, initial page proofs, final page proofs and a mechanical page proof unless otherwise stated. Additional revisions to comprehensives or page proofs will result in additional charges over and above this estimate.

2.2 We do not host sites nor take any responsibility for the performance of a programmer or service provider we recommend. If we are contracting for the construction of your site, we reserve the right to use  different programmers at any time at our discretion than the one proposed to insure projects stay on target

2.3 Credit Lines. All work will appear with a “Designed by: The Foundry” or appropriate credit line. Illustration and photography used in magazines or other periodicals may also require a credit line for artist or photographer.

2.4 The Foundry/The Plant will print ALL work we have designed at our facilities so we can monitor all production to insure a uniform look on both a domestic and global scale. In the event we do not print work, we take no responsibility whatsoever for the final delivered product.

 

3.1 The granting of any license or copyright, etc is conditioned upon payment in full of ALL projects.

3.2 You may not sell or license any design to any third party. 

3.3 Where artwork is transferred to you, we will make every effort to supply materials that are compatible with your system or the systems of your suppliers, but we cannot guarantee this or be held responsible for the limitations of any PC platform of computers and additional charges may be required to do so. “Artwork” includes electronic files (mechanicals, illustrations, web graphics, etc). In the case of a logo where rights transfer to you unequivocally, we will undertake to create files compatible with your system (but not necessarily the systems of your suppliers) for an additional fee.

3.4 We will retain all artwork, drawings dies, specifications, invoices, etc etc for a period of one year after initial use, after which all such materials may be destroyed unless previously agreed to in writing and that you will pay any storage fees that may accrue. Additionally, all such materials shall remain The Foundry/ The Plants property until all invoices are paid in full.

3.5 We will only release electronic files to another supplier per your direction. However, in this event we take no responsibility for the new printers’ production processes, and as such, cannot guarantee they can duplicate the same quality as our processes.  In the situation where you supply illustration/photography, we cannot be held responsible for any infringement on the artists negotiated copyrighted agreements with you, including any reprints of your work. The negotiation of rights is between you and the artists, unless The Foundry/The Plant has been contracted (in writing) to negotiate these rights directly prior to the start of the printing process.

3.6 When we negotiate with an illustrator/photographer for the right to use their images. Lacking the assignment of specific rights, industry custom grants one-time usage rights only! Reprints or use in any other format, such as the world wide web, must be negotiated. For artwork or photography we supply, you will indemnify us against all claims and expenses, including reasonable attorney’s fees, for any use you may make of those materials that exceed the authority we may have granted you.

3.7 For artwork or other images supplied, you indemnify The Foundry/The Plant against all claims and expenses, including reasonable attorney’s fees.

3.8 Equipment Installations: All equipment shall remain the property of The Foundry. It is agreed that while equipment is on-site, The Foundry shall receive the right of refusal of work based upon its GPS (Global Print Solutions program). If our relationship ends, either party shall provide the other 60 days prior written notification of termination. If requested, it shall be your responsibility to ship all equipment and unused materials to our offices within 90 days of your notification. All components shall be packed well to arrive in our offices in good operational condition. All shipping costs shall be covered by client. Any damage shall be paid by client.

 

4.1 Client Obligations.You will appoint a sole representative with full authority to provide or obtain any information and approvals we need 24/7. You agree The Foundry may use your name and company name in its marketing efforts and shal provide favorable recommendations if requested.

4.2 Estimates.The fees and expenses listed are estimates based upon our understanding of your project. We retain the right to review all estimates against the actual disk upon release to The Foundry. We will obtain your approval for increases in fees or expenses that exceed the estimates by more than 15%. Any substantial changes or delays, and any additions you request, will result in additional costs.  All estimates are subject to change after 30 days.

4.3 Paper and shipping. Due to the nature of the paper and shipping industry you may be required to pay additional amounts on your final invoices for both paper increases and trucking fuel surcharges. 

4.4 Proofreading. Ultimately you are responsible for proofreading—period. You must approve all final type before we produce print mechanicals or Web graphics. Your signature or that of your representative will be conclusive as to the approval of all copy, mechanicals, illustration/photography, color proofs and bluelines, and other items during the entire design and printing process, including coding or media placement. Both The Foundry/The Plant regret any errors that may occur through production undetected, but cannot be held responsible for errors if the work is printed per customer’s “ok’s” or if changes are communicated verbally. Neither The Foundry/The Plant shall be held responsible for errors if the customer has not ordered, or has refused to accept revised proofs; has failed to return proofs with indication of changes; or has instructed us to proceed without submission of revised proofs.

4.5 Confidentiality. You must inform us in writing if any portion of any material or information provided by you is confidential. Our staff sign confidentiality agreements upon employment to guarantee our clients confidentiality. Additionally, you agree that The Foundry/The Plant may use any material produced for you in its promotions and client list, both printed and electronic.

4.6 Author’s Alterations. Alterations over and above set comprehensives/page proofs, color digital proofs, bluelines or after approved site plan (in the case of web development) are not part of this estimate and will result in additional charges. Any author alterations in excess of 15% shall be deemed client acceptable without witten or verbal approval.

4.7 Expenses. You will reimburse The Foundry/The Plant for all expenses we incur on your behalf, including, but not limited to, color separations, typography, photography, illustration, presentation and artwork materials, postage, telephone calls, deliveries/couriers, business class airfare tickets on flights over 7 hours, hotels, mileage and shipping. Reimbursable expenses shall be billed at cost plus 20%. 

4.8 Rush Work. You may have to pay a surcharge of 50% to 200% for work performed outside of normal working hours caused by last minute schedules or holidays, but you will be notified in advance of such needs.

 

5.1 Either party may cancel this agreement by giving written notice to the other. Upon cancellation by either party, The Foundry/The Plant will be due the 50% of the total contract amount as a cancellation fee; plus all time and expenses incurred on the project up to the date of cancellation. All indemnities shall continue after cancellation. 

 

6.1 All parties agree to abide by the Printing Industries of America trade customs, American Institute of Graphic Arts Code of Ethics and Professional Conduct for Graphic Designers. Additionally, by including The Foundry/The Plant in your bid process you agree not to enter into any direct or indirect agreement  with any of our printing facilities, or affiliated plants for a period of five years.

 

This Agreement and all claims arising out of or in any way related to this Agreement, whether in contract, tort, or otherwise, shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia within the US District Court for the Eastern District of Virginia or to the Alexandria Circuit Court or other appropriate court of the Commonwealth of Virginia as those laws would apply to a contract to be performed wholly within the Commonwealth. We may also elect to bring any suit at our discretion to the Eastern District Court of North Carolina. Process may be served by any form of mail with return receipt or overnight courier. All objections to personal jurisdiction, venue, and the inconvenience of the foregoing courts is irrevocably waived. You agree to pay all our court costs, reasonable attorney’s fees, and any accrued interest and late fees, in judgment in our favor or not.

 

8.1 Taxes. State and appropriate international country laws requires we collect tax on any work if required, even if invoiced separately at a later date. If you are tax exempt, you must provide us with your tax exempt identification number for our files by the time you pay your bill otherwise all taxes are payable in full.

8.2 Use Tax. If your business resides outside of Maryland, Virginia, the District of Columbia, North Carolina, the State of New York, or any other state, and does not have a branch office in these areas, you may be responsible for Use Tax in your state, even if invoiced separately at a later date

8.3 VAT and other Customs Fees. You are responsible for paying all customs brokerage or other customs fees, VAT, associated tariff fees, or any other legal/shipping fee and agree to pay us any such taxes or fees which we may learn of after-the-fact and are legally required to collect from you, even if at a later date.

 

9.1 We shall NOT be liable in any situation for any indirect or consequential loss or damage incurred by customer or any loss from 3rd party claims occasioned by the performance or non-performance of this contract, loss in ad revenues, loss of sales, loss of product/shipment, damage in shipments (ALL shipments leave our docks in pristine condition and we cannot be help responsible for our FedEx, UPS, DHL or other carriers handle cargo once shipments leave our docks, etc

 

10.1 Upon acceptance of estimates, initial advance invoices are 50% and is payable immediately upon receipt of an invoice, while the balance of the invoice may be requested payable upon delivery via wire transfer, or certified check, or in the event of international production, a letter of credit may be required from your organization guaranteeing payment prior to the start of any project.  Additionally, a continual $500.00 monthly service charge will be assessed to any outstanding invoices unpaid after 30 days, until payment is received in full. All payments to be made shall be in USD unless otherwise agreed to in writing. Additionally, should customer file for chapter 11 you hereby agree that The Foundry will be classified as a secured entity, and as such, shall be due all monies immediately, including any legal fees associated in collecting any balance. Should company not make payment in full, the company owners/officers with controlling stakes in the organization shall personally guarantee payment in full as a guarantor, whether domestic or overseas, they shall be held liable for any outstanding amounts due, including all attorney fees, late fees and interest; and we may seek the full relief for any alleged breach of these terms stated to the fullest extent permitted by law, and waive any objection based on lack of personal jurisdiction, place of residence, improper venue or forum non-conveniens, and you agree to give up any right to a jury trial or other dispute resolution proceeding except as explicitly stated within these terms. 

10.2 Final invoice subject to change due to increased paper increase, shipping fuel charges, fluctuations in currency values or customs and additional taxes and fees.

10.3 Prices subject to change based upon final artwork submitted and approved paper dummy, paper, currency fluctuations, any VAT, Trump tariffs are not included unless specifically noted, any shipping variations / fuel surcharges or additional customs fees will be billed at current rate at time of billing. Any additional costs resulting from customs inspections (xray, trailer rental by customs, warehouse fees) are all unplanned and there is no way we can know if shipments would be selected for further inspection.These additional costs will be added to final invoice. While the likelihood of additional inspection is minor, there is always the possibility of additional inspection. Additionally, any shipping delays caused by lack of containers, port congestion, strikes etc are outside our control. No state service fees, nor press inspection travel costs are added to prices and shall be billed separate.

10.4 It is your responsibility  to confirm banking details directly with your Foundry contact prior to sending any ACH, wire transaction or other. Should you send without and money has been errantly sent elsewhere, you shall remain liable for full payment to The Foundry and shall cooperate fully with any requests needed to recover any lost sums

 

11.1 In initiating this project with The Foundry, either with or without a signature, you admit you have the authority to enter into this binding agreement for you and your company and that you understand and agree to the terms as stated. The Foundry reserves the right to review all projects prior to their starts to insure all specifications and costs are accurate.