1. Definitions: In these terms and conditions, the following expressions shall have the following meanings:
(a) “WLP” shall mean WONDERLAND PRINT. or any subsidiary/associated company of WONDERLAND PRINT.
(b) “The Work” shall mean the process of manufacturing the products for which a client has placed an order and/or the said products.
(c) “The Client” shall mean a company or party which places a manufacturing order with WLP.
2. Quotation
2.1 Price: Quotations are based on the accuracy of the specifications provided. WLP can re-quote a job if copy, film, tapes, or other input materials do not conform to the information on which the original specifications were based. A quotation not accepted within 30 days or otherwise specified since its issuance will become inoperative and will be changed. Prices quoted are based on the present gross cost of material, utilities, fuel and current labor rates. If there are any changes in these costs or rates that affect the work prior to its completion, such changes will be fairly reflected in WLP's charges for that portion of the work so affected. Prices quoted do not include any additional costs not covered by the quotation, sales tax or any other kind of taxes now in force or hereafter imposed on this transaction, all such additional costs and taxes shall be the responsibility of the client.
Invoices for shipping, transportation, paper and mailing cost shall be billed as incurred and are due and payable upon receipt of invoice. All other invoices are due and payable within a designated period of time as agreed between Client and WLP.
2.2 Positives/Negatives and Plates: Unless otherwise specified, all toolings and plates made by WLP for the Client are WLP's property.
2.3 Client-furnished Materials: Materials furnished by Clients or their representatives are verified by delivery notes either sent by post or electronic means. WLP bears no responsibility for discrepancies between delivery notes and actual physical counting. Client-supplied materials must be delivered according to instructions furnished by WLP. Artwork, film, color separations, special dies, tapes, disks, or any other accessories and materials furnished by the Client must comply with all applicable laws, regulations, rules and standards and be usable by WLP without alteration or repair. Items not meeting these requirements may be repaired either by the Client or Client's representatives, or by WLP. In case of the latter, WLP is entitled to bill client on expenses incurred. In no event shall WLP be responsible for any consequences arising out of non-compliance of Client-furnished materials.
2.4 Outside Purchases: Unless otherwise agreed in writing, all outside purchases of raw materials and/or services for a particular job for the Client as requested or authorized by the Client are billable.
2.5 Order: Placing of orders should be done formally by Client by way of a duly signed document in writing. Acceptance of order shall not be effective unless and until WLP confirms in writing by electronic mail, fax or post. WLP reserves the right to claim against Client for compensation (if any) should Client cancel the order unilaterally after WLP’s acceptance. As the contents submitted to WLP for printing may require the approval of PRC Government prior to production, WLP reserves the right to cancel any order prior to production without any compensation if the contents fail to meet such approval.
2.6 Overruns or Underruns: WLP will endeavor to print the quantities ordered by Client but variations in quantity within Client's tolerance level of over-runs and/or under-runs will be deemed acceptable. WLP will bill for the actual quantity delivered within this tolerance. If the Client requires a guaranteed quantity, the percentage of tolerance must be stated when the order is placed.
2.7 Customs Clearance*: WLP will not be responsible for or otherwise pay on behalf of Client any duty or tax that may be levied on the Work or the goods imported.
3. Prepress
3.1 Color Proofing: A color proof is used to simulate how the printed piece will look, and a reasonable variation in color between color proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance as far as the variation is within a reasonable trade tolerance level and the proof becomes binding between the Client and WLP.
3.2 Pre-press Proofs: WLP will submit pre-press proofs along with the original sample(s) from Client for Client's review and approval. WLP will not be responsible for undetected production errors if:
• Proofs are not required by the Client;
• The Work is printed per the Client's written approval;
• Requests for changes are communicated orally or verbally.
4. Production
4.1 Production Schedules: Production schedules will be established and followed by both the Client and WLP. There will be no liability or penalty for the delay in production if it is due to server failures, software glitches, disputes with copyright owners, labour disputes, or other causes beyond the control of WLP. In such cases, production schedules will be extended according to the then situation by mutual agreement. Further, WLP shall not be liable if the delay in production or reprint of the Work is due to the Client's fault or negligence. Client shall bear any additional costs incurred as a result of any form of rework caused or initiated by Client.
4.2 Client’s Property: WLP shall not be liable for any loss, deterioration or damage to Client's property, including but not limited to intellectual property, unless solely caused by WLP's negligence. WLP's liability for such property will not exceed the amount recoverable from the relevant product liability insurance. Additional insurance coverage may be obtained if request is in writing and the premium is paid by Client.
4.3 Experimental Work: It is customary in the industry to charge for experimental or preliminary Work performed at Client's request. This Work cannot be used without WLP’s written consent. The intellectual property rights of all experimental or preliminary Work are solely owned by WLP.
4.4 Indemnification: Client agrees to protect WLP from economic loss and any other harmful consequences that could arise in connection with the Work ordered by the Client. Client will hold WLP harmless and indemnify it against all losses, claims, demands and Court actions (including legal costs on full indemnity basis) as a consequence of the work ordered by the Client.
4.5 Intellectual Property Rights: Client acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all materials revealed or furnished by WLP to Client in association with the Work shall remain at all times vested in WLP or its licensors. Client is permitted to use such materials only as expressly authorized by WLP or its licensors. Any design or instruction furnished or given by Client shall not be such as will cause WLP to infringe any intellectual property rights. Client shall indemnify and hold WLP harmless from any losses, damages or expenses (including all legal costs) that may be incurred in any legal actions and any liabilities connected with intellectual property right infringement involving the Work produced for or provided to the Client.
4.6 Confidentiality: Both WLP and the Client shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the Order.
4.7 Personal or Economic Rights: The Client also warrants that the Work does not contain anything that is libelous or scandalous, or anything that threatens anyone's rights to privacy or other personal or economic rights, or anything that infringes any statutory law. The Client will, at the Client's sole expense, promptly and thoroughly defend WLP in all legal actions or proceedings.
4.8 Safety Testing: Client shall be fully responsible for the safety testing of the Work not previously agreed by the parties to be provided by WLP as well as placing visible indication of appropriate age group and other relevant information on the Work. In no circumstances shall WLP be liable for any losses caused to any third party resulted from Client's failure to perform such responsibilities.
4.9 Economic Loss: Notwithstanding anything contained in these terms and conditions or the order, in no circumstances shall WLP be liable, in contract, tort, including negligence or breach of statutory duty, or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
4.10 Limitation of Liability: Notwithstanding anything contained in these terms and conditions or the order, WLP's liability to Client in respect of the order, in contract, tort, including negligence or breach of statutory duty, or howsoever otherwise arising, shall be limited to the price of the goods specified in the order.
4.11 Terms/Claims/Liens: Claims for defects, damages, or shortages must be made by the Client in writing no later than 7 calendar days from the date of acknowledgment of receipt of products by Client. If no such claim is made, WLP and Client will agree that the job has been accepted. By accepting the job, the Client acknowledges that WLP's performance has fully satisfied or complied with all terms, conditions, and specifications set out by Client.
As security for payment of any sum due, WLP has the right to hold and place a lien on all of Client's properties in WLP's possession and all work-in-progress and undelivered Work until all payments and any interests thereby incurred are settled.
5. Acceptance of Goods
5.1 Press Proofs: Press proofs will not be furnished unless they have been required in writing in WLP's quotation. A press sheet can be submitted for Client's approval only if Client is present at WLP's factory to approve the draft proofs. Any press time lost or alterations/corrections made because of the Client's delay or change of mind will be charged at cost.
5.2 Disclaimer of Express Warranties: WLP warrants that the Work is as described in the purchase order and pre-press proofs. All other warranties, conditions or terms are excluded to the fullest extent permitted by law.
5.3 Disclaimer of Implied Warranties: WLP warrants only that Work will conform to the descriptions contained in the purchase order and specifications provided by Client. WLP's maximum liability, whether by negligence, contract, agreement, or otherwise, will not exceed the price of the goods specified in the quotation or the order. Under no circumstances will WLP be liable for specific, individual, or consequential damages. WLP’s liability for breach of such warranty is limited to, at its option, (i) repairing or replacing the defective articles at no cost to the Client; or (ii) crediting the Client for the total invoiced amount for the defective articles paid to WLP.
6. Delivery of Goods
6.1 Delivery and Risk: All shipping arrangements and payment terms are stated on WLP's quotation which is based on continuous and uninterrupted delivery of the complete order. WLP reserves the right to make an additional charge to cover any increase in transportation costs occurring before the date of delivery. The Work is delivered to Client when WLP makes it available to Client or any agent of Client or any carrier at shipping point, as specified on the quotation; and the risk in the Work shall pass to Client upon delivery. In the event that shipping information is incorrectly provided by Client, WLP shall not be responsible for re-delivery and the costs incurred.
Unless otherwise stated in the quotation, prices quoted contain no charge for storage of finished articles, paper or other materials furnished by the Client. Materials stored for more than 30 days after completion of the Work or order are subject to WLP's standard storage charges. WLP is not liable for any loss or damage to the stored materials beyond what is recoverable by WLP's fire and extended insurance coverage.
6.2 Transportation: Client is responsible for all costs of transportation of Client-supplied materials, accessories, tools and devices to WLP's factory in Guangzhou, China.
7. Payment Collection
7.1 Late Payment: Client should strictly follow the payment terms as stipulated in the quotations irrespective of the shipping arrangements. Client hereby agrees that the failure to pay WLP's invoice(s) on its/their due date(s) shall constitute a material breach of these terms and shall entitle WLP as of right to immediately hold, or cease production/shipment of, the work in this order/contract or any other order(s). In that event, Client shall still be responsible for all costs of and expenses incurred on the finished goods, work-in-process and raw materials of all orders.
7.2 Retention of Title: Ownership of goods shall not pass until the price and all other sums due from Client to WLP have been paid. However, even though title has not been passed, WLP shall be entitled to take legal action against Client for non-payment after the due date.
7.3 Royalty Fee: Client is required to give 7 days written notice to WLP before assigning another printer to re-print the products which were originally manufactured by WLP with the augmented reality technology under any purchase order and is agreeable to pay reasonable royalty fee for the continued use of augmented reality technology, upon the request of WLP.
8. Other
8.1 Force Majeure: WLP shall not be liable for any failure to perform any of its obligations under the order due to Force Majeure or Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, terrorist activities, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or other events outside the reasonable control of the party. Following notification by WLP to the Client of such cause, WLP shall be allowed a reasonable extension of time for the performance of its obligations.
8.2 Relationship of the Parties: Client's relationship with WLP will be that of independent buyer and seller. Client will not have, and will not represent that it has, any power, right or authority to bind WLP, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of WLP or in WLP's name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Client and WLP as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Client will make no warranty, guarantee or representation, whether written or oral, on WLP's behalf.
8.3 Effect of Agreement: These terms and conditions are subject to change at the sole discretion of WLP without prior notice to the Client unless a binding contract has been entered into and will override any conflicting terms of any other agreements between the parties.
Advice
SALES TERMS & CONDITIONS
