1.Quotations and Orders
Quotations are based on the cost of services, labor and materials on the date of the quote and are valid for 30 days unless otherwise specified. If changes occur in cost of materials, labor, or other costs prior to acceptance, or if the Client requires changes in the mailing schedule subsequent to acceptance, the right is reserved to change the price quoted. Subsequent orders will be subject to price revision if required. Quotations do not include applicable taxes, shipping costs or deliveries unless specifically stated. Quotations are only valid when in writing, Orders may be canceled by the Client at any time by notice in writing or via e-mail with the understanding that Bluewater will be compensated in full for any work or services performed prior to cancellation, plus the cost of any goods or services purchased for the order. In addition, because mailing requires advance scheduling of equipment and labor which often cannot be replaced by other jobs, Bluewater reserves the right to assess a cancellation fee to reflect the opportunity cost associated with a job being canceled. Prices quoted herein are based upon Bluewater’s understanding of the client specifications submitted. If there is a change in specifications or instructions to the original quotation and these changes result in additional costs, the work performed will be billed at the current or minimum rates, and the mailing date may be delayed. Written or e-mail orders are strongly recommended. Verbal orders are accepted with the provision that the final specifications will be those faxed or mailed and understood by Bluewater at the time the work was started. Client agrees to pay Bluewater for its services at the rates specified in the quotation. The charges do not include any applicable sales, use, excise or similar tax or levy, and Client agrees to pay such charges directly to taxing authority except for any such tax or levy based on the income of Bluewater.
Client will remain obligated to pay for the services notwithstanding (i) any failure on the part of Bluewater to invoice Client therefore or (ii) any payments to a third party broker or agent representing the Client. When contracting with an intermediary such as a broker, ad agency or reseller for work on behalf of their clients, Bluewater will hold the intermediary fully responsible for timely payment of invoices and for related collection costs, legal fees and interest. This will be done without regard to whether the intermediary has been paid by their client for services rendered. Pending credit approval, Client will pay each invoice in full within thirty (30) days of Client’s receipt of such invoice. Any amounts not received by Bluewater within (30) days from the date of Client’s receipt of the invoice will be subject to a service charge of 1 ?% per month (or the highest legal rate permitted in the state, if less than 1?%) computed on the unpaid balance of the invoice. The service charges will be added to client’s account each month until paid in full. Client shall also pay reasonable expenses Bluewater may incur to enforce collection of any amount due under this agreement including, without limitation, reasonable attorney’s fees and court costs.
3.Storage of Materials
Unless otherwise agreed in writing, Client will be charged for storage of any materials not currently used in promotions that are stored at a Bluewater facility.
Client agrees and warrants that any materials, tapes, or disks (hereafter referred to as “materials”) which it provides directly or through a third party to Bluewater for further service to be performed by Bluewater under this contract shall be in good condition when received by Bluewater and will be usable by Bluewater in the performance of the services provided. Bluewater reserves the right to inspect such materials and to stop performance of services where it reasonably believes that the condition of such materials will adversely affect its equipment or its performance of services provided. Materials furnished that are within manufacturer’s specifications, but which are not up to acceptable operational standards due to poor folding, facing, trimming, packing, sticking together of material, insufficient leeway between enclosures and envelopes, square envelope flaps or other causes, will be subject to pricing at special rates. Client will be notified when a deficiency is discovered and approval will be obtained for handling at special rates before proceeding with work. A new delivery schedule may result when deficient materials are used. Where such problems are caused by Client and involve additional expense to Bluewater, Client agrees to pay such additional normal and customary expenses. Where such problems are caused by Bluewater and involve additional expense to Bluewater, Bluewater will bear these costs. Bluewater is not responsible for identifying errors in preprinted copy on Client-furnished materials and assumes no liability for damages resulting from the mailing of materials which contain erroneous information. When performing mailings for not-for-profit customers, Bluewater is not responsible for content in mailed materials which causes a Client to lose their Nonprofit Status. All direct mail handling and processing involves spoilage. Spoilage of up to three (3) percent of Client’s material is typical. Allowances for spoilage should be taken into consideration in ordering material. Every effort will be made to handle Client’s material with frugality and to prevent undue spoilage. Nevertheless, performance or failure to perform under this agreement. The measure of damages recoverable by Client shall not exceed the contract price charged for the particular services that Client claims was deficient. This is Client’s sole remedy against Bluewater.
Any information captured by Bluewater on Client’s behalf will be considered Client’s property. Customer lists and transactional data furnished by Client will remain Client’s property. Bluewater will use its best efforts to maintain the proprietary and confidential nature of that information and of any confidential information Client may provide to Bluewater as part of the relationship between both parties (so long as Client identifies which information Client considers to be confidential). Confidential information does not include information that is available from other sources without restriction. Bluewater may use samples of mailing pieces used in fulfilling services for Client to show its capabilities to customers and its prospective customers.
6.Postal Regulations and Payment
All postage monies must be in Bluewater’s possession prior to the scheduled mail date to permit time for deposit with the U.S. Postal Service. If the postage deposit is not received, Bluewater cannot advance the money required and the U.S. Postal Service will not accept Client’s mail. Client must make certain that enough postage for the entire mailing has been provided in advance, including foreign portions. Postage estimates may be based on USPS discount programs. Bluewater cannot guarantee or be responsible for either USPS interpretation of its own regulations or for USPS factual determination that affect eligibility for specific discounts. Client will be exclusively responsible for any postage expense in excess of that which was estimated, even if Bluewater offered information, advice, or services to attempt to obtain a lower postal rate.
On behalf of a Client, Bluewater may obtain and utilize mailing and/or telemarketing lists which, in whole or in part, Bluewater does not create or maintain. Since the lists in question are not exclusively those of Bluewater, Bluewater cannot and does not warrant the accuracy of any such list or the quality of services provided by the list vendor.
If mailing errors occur, Bluewater shall be liable only to the extent of remailing a correction or corrected job as soon as possible to rectify the mistake. Damages shall be limited to the value of the work performed. In no case is the Bluewater liable for loss of business; incidental or consequential damages; or costs in excess of billing for services related to the specific job. Client agrees to hold Bluewater harmless and indemnify it from and against any and all loss, liability, damage, cost or expense, including reasonable attorney fees on account of any claim arising out of, resulting from, or based upon Client’s performance or failure to perform its obligation under this agreement and upon copyright or trademark infringement, right of privacy, libel, slander, defamation, right of publicity or commercial appropriation claims based on any materials supplied to Bluewater by Client. Bluewater warrants that the services performed pursuant to this Agreement will be provided to the best of its ability. In no event will Bluewater be liable to Client or any person or entity claiming under Client for any lost profits, lost good will or any other consequential, incidental, exemplary or other damages arising out of, resulting from, based upon, or relating to the performance or failure to perform under this agreement. The measure of damages recoverable by Client shall not exceed the contract price charged for the particular services that Client claims was deficient. This is Client’s sole remedy against Bluewater.
Bluewater will make every reasonable effort to meet scheduled delivery and mailing date(s), but because of the many factors outside its control, accepts no liability for failure to meet scheduled date(s). In addition, mailers have no control over U.S. Postal Service, FedEx or common carriers’ delivery schedules and cannot guarantee when mail or shipments deposited with or released to these carriers will be delivered. The customer shall accept the date which mail or shipments were deposited with or released to these carriers as the date of delivery. All orders are accepted contingent to fire, accident, acts of God, mechanical breakdown or other causes beyond the Bluewater’s control. Since the time element is an integral part of the mailing business, quoted prices are based upon a specific set of time schedules for completion. Any requested deviation from the schedules described or agreed upon by both parties at commencement of order may alter the quoted price. Late material may affect the completion date of the order by a greater degree than the actual elapsed time the material is late. Bluewater cannot accept responsibility for shortages of material as a result of normal spoilage in processing. All stock and materials belonging to a Client will be held and stored only at the Client’s risk, and the Client shall be responsible for insurance on their material. Printer delivery tickets must accompany the material delivered and should show the number of skids or cartons, the quantity per skid or carton and the total delivery quantity. Each incoming carton or skid must bear an identity, item code, quantity and a sample clearly visible. Each skid should have only one material version, unless clearly marked and separated. Multiple items should not be included within a single carton, skid or container unless noted thereon and on accompanying paperwork. The Bluewater will apply a surcharge for any rework necessary for materials received not meeting these specifications. Bluewater’s accepts printers’ count until processing and assumes no responsibility for shortages discovered at that time. Additional charges will apply if Client requires Bluewater to verify printer’s counts prior to processing. Client is expected to provide Bluewater with sufficient inventory or adequate sources of supply to meet anticipated demand. Cost for backorders, delay notices, canceled orders and increased customer service resulting from out of stock conditions will be billed additional to Client. Collect shipment will be accepted by Bluewater only if clearance is obtained in advance, and a service charge will be added to the actual freight charges. Bluewater is not responsible for the condition of shipped overs, unless Client has been billed for packing and/or shipping. Client retains title to and the insurable interest in its materials. Because of this, Bluewater is held harmless for acts not of its doing that create losses. It is the responsibility of Bluewater to carry insurance to protect against acts or negligence on the part of its employees in the normal course of business. If specific additional insurance coverage is desired, such coverage must be specified by agreement or by separate insurance rider and premium. In such instances, the liability for losses will be limited to the agreed upon insurance amount.
10. Privacy Promise
Bluewater endorses the use of The Direct Marketing Association’s (DMA) Mail Preference Service (MPS) and requests that Clients use those services in accordance with the DMA Privacy Promise.