©A&D Labels, Inc.
2004

1. Quotations: A quotation not accepted within thirty (30) days is subject to review.
    
2. Acceptance of Orders: Orders once placed with and accepted by A & D Labels may be canceled or changed ONLY with A & D's consent and upon terms that will indemnify A & D Labels against loss. All orders are subject to acceptance by A & D Labels.
    
3. Title and Risk of Loss:
   Title and risk of loss to all products purchased shall be passed to Purchaser upon delivery by A & D to a common carrier, regardless of the freight terms stated or method of payment of the transportation charges.
    
4. Experimental Work: Experimental work performed at customer's or representative’s request, such as sketches, drawings, composition, plates, presswork and material will be charged for at current rates and may not be used without consent of A & D Labels, Inc.
    
5. Prepatory Work: Sketches, copy, dummies and all preparatory work created or furnished by the A & D Labels, Inc., shall remain his exclusive property and no use of same shall be made, nor any ideas obtained there from be used, except upon compensation to be determined by the A & D Labels, Inc.
    
6. Condition of Copy: Estimates for typesetting are based on the receipt of original copy or manuscript clearly typed, double spaced on 8.5" x 11 " uncoated stock, one side only. Condition of copy which deviates from this standard is subject to re-estimating and pricing review by A & D Labels, Inc. at time of submission of copy, unless otherwise specified in estimate.
    
7. Prepatory Materials: Artwork, type, plates, negatives, positives and other items when supplied by A & D Labels, Inc. shall remain it’s exclusive property unless otherwise agreed in writing.
    
8. Alterations: Alterations represent work performed in addition to the original specifications. Such additional work shall be charged at current rates and be supported with documentation upon request.
    
9. Proofs: Proofs shall be submitted with original copy. Corrections are to be made on "master set", returned marked "O.K." or "O.K. with corrections" and signed by customer or representative. If revised proofs are desired, request must be made when proofs are returned. A & D Labels, Inc. regrets any errors that may occur through production undetected, but cannot be held responsible for errors if the work is printed per customer's O.K. or if change, are communicated verbally, A & D Labels, Inc. 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 A & D Labels, Inc. to proceed without submission of proofs.
    
10. Press Proofs: Unless specifically provided in A & D Labels, Inc. quotation, press proofs will be charged for at current rates. An inspection sheet of any form can submitted for customer approval, at no charge, provided customer is available at the press during the time of makeready. Any changes, corrections or lost press time due to customer's change of mind or delay will be charged for at current rates.
     
11. Color Proofing: Because of differences in equipment, paper, inks, lighting and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery. Special inks and proofing stocks will be forwarded to customer's suppliers upon request at current rates.
     
12. Over-Runs or Under-Runs: Over runs or under runs not to exceed 10% on quantities ordered up to 10,000 copies and/or the percentage agreed upon over or under quantities ordered above 10,000 copies shall constitute acceptable delivery. A & D Labels, Inc. will bill for actual quantity delivered within this tolerance. If customer requires guaranteed "no less than" delivery, percentage tolerance of overage must be doubled.
     
13. Customer Property: The A & D Labels, Inc. maintains fire, extended coverage, vandalism, malicious mischief and sprinkler leakage insurance on all property belonging to the customer, while such property is in the possession of A & D Labels, Inc.; A & D Labels, Inc. has product liability for such property shall not exceed the amount recoverable from such insurance.
     
14. Delivery: Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. A & D Labels, Inc. dock for customers. Proposals are based on continuous and uninterrupted delivery of complete order, unless specifications distinctly state otherwise. Charges related to delivery from customer to A & D Labels, Inc., or from customer's supplier to A & D Labels, Inc. are not included in any quotations unless specified. Special priority pickup or delivery service will be provided at current rates upon customer's request. Materials delivered from customer or his suppliers verified with delivery tickets as to cartons, packages or items shown only. The accuracy of quantities indicated on such tickets cannot be verified and A & D Labels, Inc. cannot accept liability for shortage based on supplier's tickets. Title for finished work shall pass to the customer upon delivery, to carrier or shipping point or upon mailing of invoices for finished work, whichever occurs first.
     
15. Production Schedules: Production schedules will be established and adhered to by customer and A & D Labels, Inc., provided that neither shall incur any liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority and acts of nature or other causes beyond the control of customer or A & D Labels, Inc.
     
16. Customer Furnished Materials: Paper stock, camera copy, film, color separations and other customer furnished materials shall be manufactured, packed delivered to A & D Labels, Inc.'s specifications. Additional cost due to delays or impaired production caused by specification deficiencies shall be charged to the customer.
     
17. Returns: All defective products sold by A & D Labels hereunder may be returned only in accordance with the warranty provisions hereof. Purchaser must obtain written return authorization with R.A. (return authorization) numbers and instruction from A & D before returning any product (whether defective, or erroneously ordered as discussed below) or it will be refused by our receiving department and returned to Purchaser. In the case of an allegedly defective product, if A & D Labels is at fault, A & D Labels will issue a credit memo to reimburse Purchaser the return shipping charges as described in the warranty provisions.
     
18. Terms: Payment shall be net cash thirty (30) days from date of invoice unless otherwise provided in writing. Customer will remit directly any appropriate local and state taxes not charged on the invoice. Claims for defects, damages or shortages must be made by the customer in writing within a period of thirty (30) days after delivery. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions and specifications. A & D Labels, Inc. liability shall be limited to stated selling price of any defective goods, and shall in no event include or consequential damages, including profits (or profits lost). As security for repayment of any sum due or to become due under terms of any Agreement, A & D Labels, Inc. shall have the right, if necessary, to retain possession of and shall have lien on all customer property in A & D Labels, Inc.'s possession including work in progress and finished work. The extension of creditor the acceptance of notes, trade acceptances or guarantee of payment shall not affect such security interest and lien. If account is placed with an attorney for collection, customer will pay A & D Labels, Inc. attorney's fees and costs of collection.
     
19. Warranty: For one year from date of A & D's shipment to Purchaser, all stock products sold by A & D Labels shall be free from defects in material and workmanship. Purchaser's remedy for breach of the warranties set forth here shall be limited to reimbursing Purchaser for reasonable return shipping charges and to the repair or replacement (at A & D's election) of product. If an alleged defective product is found by A & D, after a reasonable inspection, to be caused by improper storage or application, then this warranty and guarantee are void. This warranty/guarantee is limited to one year after the product was ordered. Any claims of patent defects such as color, size, or copy are limited to forty-five (45) days from the order date.
    
    THE FOREGOING REIMBURSEMENT/REPLACEMENT OBLIGATIONS OF A & D LABELS, INC. ARE PURCHASER'S EXCLUSIVE REMEDIES UNDER THIS WARRANTY. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH ABOVE, AND ANY IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
     
20. Limitation of Liability: A & D Labels entire and cumulative liability and Purchaser's exclusive remedy for actual damages for any cause whatsoever based on or relating to the subject matter of this contract will be limited to the amount of the purchase price of the product(s) hereunder upon which liability is based. This limitation will apply regardless of the form of action, whether in contract or in tort, including negligence. In no event will A & D or its subsidiaries be liable for any lost revenue, lost profit, punitive damages, or consequential damages or incidental damages even if advised of the possibility of such damages.
     
21. Indeminification: The customer shall indemnity and hold harmless A & D Labels, Inc. 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 the A & D Labels, Inc. on grounds alleging that the said printing 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 right, except to the extent that the printer has contributed to the matter. The customer agrees to, at the customer's own expense, promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against A & D Labels, Inc., provided that the printer shall promptly notify the customer with respect thereto, and provide further that the printer shall give to the customer such reasonable time as the exigencies of the situation, may permit in which to undertake and continue the defense thereof.
     
22. Assignment: Purchaser agrees not to assign or otherwise transfer this contract or any of Purchaser's rights under it, or delegate any of its obligations without A & D's prior written consent. Any attempt to do so is void.
     
23. Force Majeure: Neither party shall be liable for any loss, damages, delays in delivery of performance, changes in shipping schedule or failure to deliver caused by: accident; strike; riot; fire; civil commotion; acts of war; the elements; failure of carrier; embargo; inability to obtain transportation facilities; government requirements; failure; fluctuation or non-availability of electrical power service, heat, light, air conditioning, water service, sewer service, telecommunications service or telecommunications equipment, or other equipment or utility failure; prior orders from others of limitations on A & D's or its supplier's products or marketing activities or acts of God or public enemy, or any other cause or contingency beyond the defaulting party's control.
     
24. Choice of Law: This contract shall be governed by and construed in accordance with the laws of the State of Missouri, excluding its conflict of laws principles. Purchaser and A & D hereby expressly waive any rights they may have to a jury trail and agree that any proceeding related to this contract shall be tried by a judge without a jury. Furthermore, Purchaser and A & D hereby submit to the exclusive jurisdiction and venue of the Federal and State Courts of Missouri. Each party agrees to bring any legal action against the other, whether hereunder or relation to the subject matter hereof, not later than two (2) years after any cause of action accrues.
     
25. Purchaser's Representations and Warranties: Purchaser represents and warrants that it claims no rights, benefits or protections under any U.S. Consumer laws or under any non-U.S. law(s) in its entry of this contract, and that it will make no such claims during the term of or performance of the contract, or concerning this contract.
     
26. Entire Agreement Conditions and All Incorporated and Referenced Documents: The parties agree that these terms and conditions constitute the complete and exclusive statement of the agreement between the parties, which supercedes all proposals or all prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this contract.
    
    Purchaser's orders and A & D's acknowledgment or invoices shall be deemed to incorporate, without exception, all the terms and conditions hereof, notwithstanding any printed order form of either Party containing additional or contrary term or conditions. Such additional or contrary terms shall not become a part of this contract unless this contract is amended as provided herein. No salesman, representative or agent of A & D is authorized to give any guarantee or warranty or make any representation contrary to those contained here.