QUOTATION / ESTIMATE
Estimates are based on our interpretation of your provided specifications and are subject to change upon receipt and review of any supplied files. All costs, including paper and other materials, are based on the material costs available at the time the estimate is prepared and are not guaranteed for any length of time. Any fluctuation, up or down, between the estimated cost and the cost of materials at the time they can be secured, shall be reflected in the final invoice. We do not guarantee or warrant that the materials specified in the estimate can be obtained, and we are hereby released and discharged from all liability for failure to perform because of inability to obtain the specified or substitute material. Due to constant changes in material availability, material that was formerly available may have either changed in weight, color, dye lot, or been discontinued. QRP will substitute material that we feel is comparable at our discretion.

We retain the right to re-estimate a project at the time of submission. If the project does not conform to the information on which the original estimate was based, the pricing will be adjusted. Estimates may not include applicable taxes, merchant credit card fees, postage, shipping, freight, or other delivery costs unless specifically stated. If there are changes to specifications or instructions from the original estimate that result in additional costs, the customer will be invoiced accordingly. The work performed will be billed at the current rates, and the completion date may be delayed. Unless specifically itemized in our estimate, graphic design and alterations are not included.

ORDERS
Orders shall be effective upon acceptance by QRP. QRP reserves the right to decline any order for any reason. Acceptance by QRP may be either by verbal or written notification to the customer, or by commencing work on the goods or services ordered. Acceptance of orders is subject to credit approval and contingencies such as fire, water, strikes, theft, vandalism, acts of God, and other causes beyond QRP’s control. Cancelled orders require compensation for all costs incurred and related obligations and will be based on the status of the order and what stage of production it’s in. Orders placed by the customer, whether verbally or in writing, cannot be cancelled except on terms that will compensate QRP for losses incurred in reliance on the order. Including, without limitation, preparatory work, proofs, down press and bindery time, materials ordered or inventoried on the customer’s behalf. Orders left in the proofing stage for over 30 days will be invoiced for all costs incurred.

EXPERIMENTAL/CREATIVE/PREPARATORY WORK
Experimental or preliminary work performed at the customer’s request will be invoiced at prevailing rates and may not be used until QRP has been reimbursed in full for the amount invoiced. Sketches, copy, layouts, dummies, and all other creative work developed or furnished by QRP are the exclusive property of QRP. QRP must give written approval for all use of this work and for any derivation of ideas from it. This work is the sole property of QRP and may not be used by the customer in any form or derivation without QRP’s written permission and the customer’s payment of compensation as determined by QRP. Customers’ rights to use such creative work shall further be limited to the original agreed-upon purpose and for any time limit specified and bound by any stock image license agreements, unless otherwise agreed in writing.

DIGITAL FILES
It is the customer’s responsibility to maintain a copy/backup of any files provided to QRP. QRP is not responsible for accidental damage to, or loss of media supplied by the customer, or for the accuracy of furnished input or final output. Until QRP can assess the digital input, no claims or promises are made about QRP’s ability to work with files submitted in digital format, and no liability is assumed for any problems that may arise. Any additional translation, editing, source code, software, stock images, or external services required to use customer-supplied files will be invoiced accordingly.

ALTERATIONS AND CORRECTIONS
Customer alterations or change orders include all work performed beyond the original specifications. All such work will be charged for at prevailing rates and added to the final invoice.

PRE-PRESS PROOFS
To avoid errors in artwork, orders will not be produced until approved by the client. QRP will not be held responsible for errors if the client has returned a signed proof or e-mail confirmation of approval, has refused and/or has not requested a printed or online proof, or has requested the order go to production without proofing. Proofs must be treated as independent of the original submitted file and thoroughly reviewed by the customer before approval. The customer should carefully inspect the proof and compare it with the original file for possible errors in layout, copy, spacing, punctuation, or image placement. The customer is fully responsible for all content in the final approved proof. QRP is not responsible for undetected errors if the customer waives or approves the proof when defects are present. All verbal changes will require new proof.

PRESS PROOFS
Unless specifically itemized in our estimate, press proofs are not included. Requests for press proofs will be invoiced at prevailing rates, and the customer must be available at a designated time provided by QRP. Lost press time due to customer delays or customer changes and corrections will be invoiced at the prevailing rates.

COLOR MATCHING
Due to differences in equipment, paper, inks, and other conditions between digital proofing, printed proofs, and production pressroom operations, a reasonable variation in color between printed proofs and the completed job is to be expected, and inherent to the process. When variations of this kind occur, it will be considered acceptable performance, and under no circumstances will a reprint be honored for color variations that have occurred during the printing process. Customers acknowledge that online proofs are not an accurate representation of color and only show the design layout, text accuracy, image proportions, and placement, not color accuracy or density.

PREPARATORY MATERIALS
Artwork, type, flats, plates, media, digital files, software, stock art, source code, and other preparatory materials when supplied by QRP shall remain its exclusive property unless otherwise agreed in writing.

STOCK IMAGES
QRP may provide access to or use professional stock images furnished by Adobe. The licensing fee(s) for any stock image(s) included in your artwork file may be added to your final invoice. By purchasing stock image(s) in this manner, the customer agrees to adhere to all applicable Adobe agreements. Any issues arising from using such images are subject to Adobe’s agreements; QRP is not responsible for any issues, failures, or mishaps that result from their use. The customer is responsible for ensuring that the appropriate licensing model is used. https://stock.adobe.com/license-terms

OVER-RUNS OR UNDER-RUNS
Over-runs or under-runs may occur up to ten (10) percent of the quantity ordered. We will invoice the customer for the actual quantity delivered within this tolerance. If the customer requires a guaranteed quantity, the tolerance percentage must be stated at the time of quotation, and an upcharge may apply. The customer understands and accepts as reasonable that minor variations are immaterial, and that QRP shall have no liability in respect of such variations. Overs greater than ten (10) percent may be returned to the customer, stored, or destroyed. If items are stored or returned, applicable storage, packaging, delivery, and other charges will be added. Additionally, at QRP’s option and without liability to QRP, material may be automatically destroyed if the customer fails to respond to a disposition request or to pay for storage 30 days after the invoice date. Storage fees may be applied to old materials, materials, or finished goods for which disposition has not been designated.

CUSTOMER’S PROPERTY
QRP will maintain fire, extended coverage, vandalism, and malicious mischief insurance on all property belonging to the customer while such property is in QRP’s possession; QRP’s liability for such property shall not exceed the amount recoverable from such insurance policies. The customer’s property of extraordinary value shall be insured by the customer. Customer bears all risk of loss to finished goods upon delivery of the work by QRP or its subcontractor, as applicable, to a common or contract carrier, or to the U.S. Postal Service mail unit, Free on Board (FOB) QRP’s or its subcontractor’s shipping dock. The risk of loss for property furnished and/or owned by the customer and for partially finished goods before or after the manufacturing process, and while in transit to or from QRP’s premises, shall be borne by the customer. Additional insurance coverage may be obtained if requested in writing, and the additional cost will be invoiced to the customer at prevailing rates.

CUSTOMER-FURNISHED MATERIALS
Paper stock, materials, inks, media, digital files, finished goods, and other customer-furnished material shall be manufactured, set up, packed, and/or delivered to QRP’s specifications. Materials delivered from the customer or its vendor are verified, when provided, by the packing slip as to the number of cartons only. The actual quantity listed cannot be verified, and QRP cannot accept liability for shortages based on the customer’s vendor’s packing slips. It is the customer’s responsibility to maintain a copy of the original material and any documentation submitted to or from QRP. QRP is not responsible for accidental damage to or the accuracy of material supplied by the customer. Until the customer’s supplied material can be evaluated by QRP, no claims or promises are made about QRP’s ability to work with the material submitted, and no liability is assumed for problems that may arise. Any additional setup, cutting, handwork, translation, editing, manipulation, software, outside services, or programming required to use customer-supplied materials, or any costs due to delays or impaired production caused by specification deficiencies, will be invoiced to the customer at prevailing rates.

PRODUCTION SCHEDULES
Production schedules will be established and followed by both the customer and QRP. If the customer does not adhere to the proofing/production dates, the delivery date may be changed. It is the customer’s responsibility to verify production scheduling and inform QRP of time-sensitive/dated material. There will be no liability or penalty for delays due to customer delays, state of war, riot, civil disorder, fire, flood, terrorism, unavailability or shortages of materials, equipment failures, acts or defaults of the work of a subcontractor, delays in transportation, strikes, accidents, action of government or civil authority, acts of God, or other causes beyond the control of QRP. In such cases, production schedules will be extended by at least the amount of time lost due to the delay. Should the customer require delivery of the product earlier than the agreed-upon timeframe, rush charges will be invoiced at the prevailing rates.

SHIPPING
Unless otherwise specified, the estimated price is for a single shipment, excluding storage, FOB the local customer’s place of business, or FOB QRP’s platform for out-of-town customers. Estimates are based on continuous and uninterrupted delivery of the entire order unless specifications distinctly state otherwise. Charges related to delivery from customers to vendor, or from the customer’s vendor to QRP, are not included in any estimates unless specified. Special priority pickup or delivery services will be provided at prevailing rates upon the customer’s request. Title for finished goods shall pass to the customer upon delivery to the carrier at the shipping point or upon mailing of invoices, whichever occurs first.

DIRECT MAIL/POSTAGE
Estimates do not include postage unless otherwise specified. Customer understands and agrees that QRP will print, address, and deliver any mailing project to the Post Office associated with the customer’s permit. Customers agree to provide QRP with a valid postal permit or agree to use QRP’s postal permit. Customer understands that postage must be paid in advance by check made payable to “Postmaster”, unless agreed upon separately with QRP. Postage paid by QRP to the Postmaster on behalf of the customer will be subject to a ten (10) percent handling charge and will be invoiced accordingly. Postage paid by credit card will be subject to a four (4) percent processing fee. Customer will not hold QRP responsible for the performance of the post office or for response rates of the mailing. Delivery of all mailing projects to the designated Post Office shall constitute satisfactory delivery by QRP. QRP will not be held responsible for the performance of the Post Office, the effectiveness of the mailing, or the response rates. A postal receipt will be evidence of satisfactory delivery.

MAILING LISTS
It is the customer’s responsibility to understand and comply with current mailing restrictions and all applicable federal, state, and local laws, rules, and regulations regarding direct mail marketing and mailing lists. While in our possession, mailing lists remain the exclusive property of the customer and shall be used only for their intended purpose. The customer is responsible for verifying the accuracy of mailing lists before submitting them to QRP and ensuring that no confidential information or notes are intended for the recipient or public consumption. Mailing lists will not be sold or offered to any other party, and QRP will not utilize the list for any other purpose.

QRP contracts with third-party vendors to procure rented lists. If the customer uses a rented list(s), the customer acknowledges that they have no proprietary rights to the data in the rented list(s) and that it is the customer’s responsibility to use it in accordance with the vendor’s terms under which it was rented. Rented lists are only available for your marketing purposes. You do not have the right to transfer, sell, or distribute Rented Lists to other parties.

In no event shall QRP, nor any third-party vendor, be liable for any incidental or consequential damage arising from the use of rented lists.

STORAGE/WAREHOUSING
QRP will retain intermediate materials until the related finished good has been delivered to the customer or handed off to their chosen carrier. If requested by the customer, intermediate materials or finished goods will be stored for an additional period and invoiced for storage services. QRP is not liable for any loss or damage to stored material beyond what is recoverable by QRP’s fire and extended insurance coverage.

If QRP stores finished goods on behalf of the customer, the following is agreed. Storage of finished goods and other materials received more than 30 days prior to the originally scheduled print date, or remaining in storage 30 days after that date, will be invoiced at QRP’s current storage rates. If there is no activity, storage charge, or customer request to return stored material for 3 months after the initial agreement storage period, QRP has no liability if it chooses to dispose of, donate, or destroy the stored material.

SUBSEQUENT WORK
To facilitate and expedite the parties’ dealings on future orders, it is agreed that these trade customs as set forth in this document shall apply to all future orders. This document may be updated from time to time. Please check https://qrp.ink/terms for the most recent version. Any changes to these trade customs will be binding and effective immediately upon posting to our website. Placing future orders shall constitute your acceptance of any such changed terms. Subsequent orders will be subject to price revisions, as determined at QRP’s discretion, and invoiced accordingly.

COPYRIGHTS & TRADEMARKS
The customer warrants that it has the right to produce, copy, publish, and distribute the subject matter to be printed, duplicated, or distributed. If the subject matter is copyrighted or uses any trademark, the customer warrants that it owns the copyright or trademark or has express permission of the owner to reproduce the copyrighted subject matter or to use the trademark, and that it has not removed any copyright or trademark notice from any material to be reproduced without written permission. QRP reserves the right to use its sole discretion in refusing to print anything he or she deems infringing upon copyright law.

PERSONAL OR ECONOMIC RIGHTS
The customer warrants that the work does not contain anything libelous, scandalous, or that threatens anyone’s right to privacy or other personal or economic rights. The customer will, at the customer’s sole expense, promptly and thoroughly defend QRP in all legal actions on these grounds as long as QRP: promptly notifies the customer of the legal action; and gives the customer a reasonable time to undertake and conduct a defense. QRP reserves the right to use its sole discretion in refusing to print anything it deems illegal, scandalous, or improper.

TERMS/CLAIMS/LIENS
Payment is net upon delivery of the project unless other terms have been agreed upon in advance. Claims for defects, damages, or shortages must be made in writing by the customer no later than 7 calendar days after delivery, except for a mailing, in which case the customer agrees that delivery of the project to the Post Office shall be considered satisfactory delivery. If no such claim is made, the customer agrees that the job has been accepted. By accepting the job, the customer acknowledges that QRP’s performance has fully satisfied all terms, conditions, and specifications. Customers agree to waive their right to charge back the payment if it was made by any credit or debit card. QRP’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, QRP has the right to hold and place a lien on all customer property in QRP’s possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been personally guaranteed. If payment is not made, the customer is liable for all collection, attorney’s fees, and other expenses incurred. Interest will accrue on all amounts overdue at 1.6% per month, calculated on a day-by-day basis until payment is made in full. QRP may, at its sole discretion, require the customer to pay a deposit before processing any order, regardless of any established terms.

TAXES
All taxes and assessments levied by any governmental authority are the customer’s responsibility and will be invoiced accordingly. All amounts due for taxes and assessments will be added to the customer’s invoice. No tax exemption will be granted unless official proof of the customer’s exemption is on file with QRP and is valid, complete, and up to date. If, after the customer has paid the invoice, it is determined that more tax is due, the customer must promptly remit the required taxes to the taxing authority or immediately reimburse QRP for any additional taxes paid.

LIABILITY
QRP’s maximum liability for any and all claims arising out of or in connection with any order for a customer, whether sounding in tort, contract, or otherwise, shall not exceed the total amount paid by the customer to QRP for such an order. The customer’s sole and exclusive remedy against QRP for any defect, damage, or claim shall be a prorated refund (based on the percentage of the order affected) or, at QRP’s option, in its sole and absolute discretion, replacing the order or the defective part thereof. Notwithstanding the foregoing, to the extent that material submitted by the customer does not conform to QRP’s specifications, contains clerical or typographical errors, or otherwise does not strictly meet production deadlines as specified, QRP shall have no liability for claims. QRP’s clerical and typographical errors will be corrected without additional charges, provided the customer notes them on the proof. Under no circumstances will QRP be liable for specific, incidental, or consequential damages, including but not limited to lost profits and lost postal discounts, lost postage, however proximate or foreseeable, arising out of the work, including any services. The customer agrees that the prices for the work (including any services) are considered for limiting QRP’s liability hereunder.

INDEMNIFICATION
Customer represents and warrants that neither the execution, delivery or performance, nor consummation of the transactions contemplated by the estimate will result in actual or alleged infringement of any intellectual property or any other right of any party (including, but not limited to, trademark, trade secret, protected data, patent or copyright rights), or any actual or alleged misuse of personally identifiable information, or violation of any other laws and regulations applicable, or a violation or breach of, or default under any provision of the charter, by-laws or any material agreement to which it is a party. At all times, the customer’s performance will comply with all other rights arising from or in connection with the products or services produced by QRP at the customer’s direction. Customer agrees to indemnify and save QRP harmless from all losses, claims, or damages (including legal costs and reasonable attorney fees) that QRP may suffer in connection with a claim related to any actual or alleged breach of the representations and warranties described above. This will apply regardless of who is responsible for the negligence.

COST AND EXPENSE OF LEGAL ACTION
If any legal action or proceeding is brought by QRP to enforce this agreement, and if it is a substantially prevailing party, QRP shall be entitled to recover all attorneys’ fees, collection costs, and other expenses in such legal action, whether brought before a court, mediator, arbitration, or private settlement.

CHOICE OF LAW AND VENUE
This agreement is made pursuant to and shall be governed by the laws of the state of Michigan. The parties agree that the state courts in and for Midland County, Michigan, shall be the exclusive venue for any legal action between them, and they consent to the jurisdiction of such courts over the parties and the subject matter of any such action.

WAIVER
No waiver by either party of any default by the other in the performance of or compliance with any provision, condition, or requirement herein shall be deemed to be a waiver of, or in any manner release such other party from compliance with any provision, condition, or requirement in the future, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. Any matter arising under this agreement that creates a right of action in either party against the other party or the enforcement of any obligation or undertaking by one party against the other shall survive any termination or expiration of this agreement.

1. QRP, Inc. and any of its employees, officers or agents (collectively, “QRP Parties”) hereby are authorized to contact the trade and bank references identified in this application and to obtain such additional information as they may require concerning Applicant’s creditworthiness, and Applicant hereby waives any and all claims against, and fully releases from liability, any and all QRP Parties with respect to any such inquiry.

2. Any representatives of any of the trade or bank references identified in this application are authorized to disclose to the QRP Parties any information pertaining to Applicant’s credit history requested by any QRP Parties, including, without limitation, information regarding Applicant’s loans, accounts, purchases or other financial transactions involving the bank or trade reference in the past, present and future, and Applicant hereby waives any and all claims against, and fully releases from liability, any such representatives with respect to any such disclosure.

3. QRP Parties may obtain business credit reports in connection with the extension or continuation of business credit to the Applicant pursuant to or in connection with this application.

4. While this application is pending and throughout the approval process, orders may require full payment or pre-payment in advance, depending on the size of the order and any related previous payment history.

5. Applicant will give QRP at least 15 calendar days’ prior written notice of any development that may adversely affect Applicant’s financial condition, including, without limitation, (a) the institution by or against Applicant of proceedings in bankruptcy or any other procedure for the settlement of debts, (b) Applicant’s making an assignment for the benefit of its creditors, (c) Applicant’s inability to pay Applicant’s expenses as they accrue due to lack of sufficient funds, (d) Applicant’s dissolution or other event pursuant to which it ceases to do business, and (e) any change in the business form in which Applicant conducts business, such as (i) the incorporation of a sole proprietorship, (ii) the addition of a partner to a partnership, limited partnership, limited liability partnership, or a limited liability limited partnership, or (iii) the addition of members to a limited liability corporation. Any notice provided hereunder must be submitted via a trackable method with a common carrier, such as UPS, FedEx, or USPS, to the following address. QRP Inc., Accounts Receivable, 3000 James Savage Rd., Midland, MI 48642.

5. QRP, Inc. may reject this application in its sole and absolute discretion for any reason. QRP, Inc. may cancel or modify Applicant’s business credit granted as a result of this application at any time in QRP’s sole and absolute discretion.

6. Accounts that remain unpaid beyond their assigned payment terms will be subject to a finance charge of 19.2% annually, not to exceed the maximum amount permitted by the state of Michigan. This finance charge shall be levied each month until the full balance of all overdue Invoices has been satisfied. Purchaser agrees to pay any such finance charges regardless of any internal purchase order policy that you may have to the contrary. Amounts withheld as a result of disputes will not incur finance charges to the extent the disputed amounts are resolved in favor of the purchaser; finance charges will be levied. Delinquent accounts will be placed on C.O.D. until any past-due balances are resolved. Habitual delinquency is subject to revocation of open account terms up to and including cancellation or reduction in the amount of credit available.

7. Applicant agrees to pay for all collection costs incurred by QRP, Inc., including, without limitation, attorney’s and collection agency fees, and all related expenses to collect the unpaid balance of any Invoice, including finance charges.

8. Applicant hereby agrees and acknowledges that it is its intent in executing this application that all sales made by QRP to Applicant based upon any credit extended by QRP, Inc. to Applicant pursuant to or in connection with this application will be governed by QRP’s Terms and Conditions of Business Credit as well as Industry Terms, Conditions and Standards as the same may be in effect from time to time.

9. The validity, interpretation, and performance of this agreement and any dispute arising under, pursuant to, or in connection with the execution, performance, or termination hereof will be governed by and construed in accordance with the laws of the state of Michigan, without reference to any conflicts of law principles. Applicants hereby agree to the personal jurisdiction of said courts and waive any objection to personal jurisdiction, including objections based upon the inconvenience of the forum.

10. This application sets forth all of the terms and conditions applicable to the parties relating to the matters specified in this application and supersedes all prior and contemporaneous agreements and understandings, negotiations, inducements, representations or conditions, whether oral or written, whether express or implied, with respect to such matters, provided that QRP, Inc. may modify the credit agreement comprised of this application at QRP’s sole and absolute discretion from time to time.

11. All sales of goods and services to Applicant shall be governed by QRP’s Terms & Conditions of Business Credit as well as the Industry Terms, Conditions, and Standards. Both are included in this packet. These documents may be modified from time to time; the most updated version can be found at https://qrp.ink.

A. Disclaimer of Warranties. QRP shall use its best reasonable efforts to obtain from its suppliers for the direct benefit of both QRP and Buyer such warranties as are normally offered by such suppliers in connection with the goods being supplied by them and in accordance with related industry standards where applicable.

B. Exclusive Remedy. Buyer’s EXCLUSIVE remedy against QRP, Inc. for any claim for, or arising out of any defect in a good tendered to buyer is the repair or replacement of the good, or alternatively, at QRP, Inc.’s sole election, a refund of up to and not exceeding the purchase price of the good. Buyer’s EXCLUSIVE remedy against QRP, Inc. arising out of any defect in, or in connection with, any service provided hereunder is the re-performance of that service or, at QRP, Inc’s sole election, a refund of the purchase price of the service. These exclusive remedies will only be available to Buyer for 30 business days after the good is tendered or service is provided to Buyer, and QRP, Inc’s obligations under this section will be void unless Buyer provides QRP, Inc. with notice of the defect in the good or service within 10 business days of discovery of the defect. Any good returned to QRP for repair, replacement, or refund under this section will be returned by the buyer in accordance with QRP. Inc’s return material authorization procedures were then in effect. No returns, exchanges, or credits will be applied to custom orders. No merchandise may be returned without prior written authorization in the form of an official RMA, e-mail, or other type of written approval provided by a duly authorized officer of QRP, Inc. All items must be returned in original packaging and show no signs of use, wear, or abuse.

C. Limitation of Liability.
Notwithstanding anything else contained herein to the contrary, in no event will: (a) QRP, Inc. be liable to buyer for any circumstantial, consequential, contingent, exemplary, incidental, indirect, liquidated, material, punitive, special, speculative or other damages, including, without limitation, damages for lost profits, sales or revenues, cost of replacement goods, lost business or business interruptions, or attorney’s fees or court costs arising in any manner pursuant to or in connection with the agreement, the goods or the services (even if QRP, Inc. is made aware of the potential for such damages); and (b) QRP’s total liability related to any good or service exceed the purchase price of such good or service.

12. No soliciting agent, sales representative or employee of QRP, Inc. shall have the power to waive any of the terms or provisions hereof, or to incur additional obligations or make additional representation or warranties on behalf of QRP, Inc. unless same are evidenced by an agreement, in writing, signed by a duly authorized officer of QRP, Inc. Signer for the purchaser represents that he or she is a duly authorized agent for the purchasing company, empowered to sign this document and that the information supplied in this application for credit is true and accurate.