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Terms and Condition

Madrid Pro Designs, Inc.

1. DEFINITIONS. The term “Buyer” refers to the company or person(s) listed on the face of the purchase order acting through the director of its purchasing division or any agents designated and authorized by him. The term “Vendor” refers to Madrid Enterprises. The term “purchase order” includes the original purchase order, change orders, and any attachments that are issued by Buyer. The term “article” means goods, products, materials, equipment, supplies, parts, assemblies, technical data, intellectual property, drawings, artwork, dies, designs, engravings, services, or any other items covered by this purchase order.
2. OFFER AND ACCEPTANCE OF PURCHASE ORDER. The purchase order constitutes Buyer’s offer to Vendor and will become a binding contract upon Vendor’s acceptance. Vendor shows acceptance by depositing of initial payment.
3. CHANGES TO PURCHASE ORDER. Each of the terms and conditions contained in a purchase order is an essential, integral part of Buyer’s offer to purchase. No additions, deletions, or substitutions to this purchase order will be made without the express written consent of the Buyer. Any and all conflicting items and conditions, whether they are contained in a modification of a purchase order or in any other document or written or verbal communication, not expressly approved in writing by Buyer, will not modify a purchase order. Any modifications to this purchase order must be accepted and approved by Vendor.
4. CORRESPONDENCE AND COMMUNICATIONS. All correspondence and written acknowledgements from the Buyer should be directed to the Vendor at the office address listed on the face of a purchase order.
5. TERMINATION OF PURCHASE ORDER. In the event of Buyer’s failure to timely deliver deposits, artwork, drawings, designs, film, or templates the Vendor reserves the right to cancel a purchase order, or any part of it, without prejudice to any other rights it may have.
6. SHIPMENT OF ARTICLES. Delivery will be made and articles shipped by Vendor as specified by Buyer on the purchase order. In the event Buyer does not specify shipping company Vendor will assume UPS as primary shipping company.
7. WARRANTY. Vendor warrants that all articles will conform to applicable specifications, drawings, descriptions, and of good workmanship and materials, fit for the particular purpose or purposes for which intended. Unless manufactured pursuant to detailed design furnished by Buyer, Vendor warrants articles to be free from design defect, and suitable for the purpose intended by Buyer. If articles furnished by Vendor do not meet the warranties specified or otherwise applicable, the Buyer may return to the Vendor any and all nonconforming articles for credit or discount within two weeks of shipment of order. Vendor offers all seconds, screen blemishes, and nonconforming articles to Buyer at 10% off of the final price. If Buyer refuses these articles the Vendor reserves the right to dispose of these products as they see fit.
8. PAYMENT TO VENDOR. Buyer will pay for those articles shipped to the Buyer’s “Ship To” address on a purchase order.
9. DISCLOSURE, ENDORSEMENT, SOLICITATION. Vendor will not disclose any information to any third party concerning a purchase order. Vendor will not communicate or claim in any way that Buyer endorses any of the articles sold by Vendor. Vendor will not circularize, solicit business, or advertise to other business units related to the Buyer without the consent of the Buyer.
10. COMPLIANCE. Buyer may at any time insist upon strict compliance with these terms and conditions, notwithstanding previous custom, practice, or course of action dealing to the contrary.
11. COMPLETION TIME. The Vendor guarantees product delivery four to six weeks from date deposit and artwork (film or film ready artwork) have been turned in and samples, templates and graphics have been approved unless otherwise stated on face of purchase order.
12. PAYMENTS. Buyers agree to pay _ deposit on submission of purchase order unless otherwise agreed upon by both Buyer and Vendor. Vendor agrees to ship articles once final payment is received and approved. If Buyer fails to send final payment within 30 days of acknowledgement of completion of order Buyer forfeits deposit and Vendor reserves the right to dispose of these products as it sees fit. Buyers making payments by credit card will incur a 3% processing fee.
13. FILM SPECIFICATIONS. Buyer agrees to provide film or film ready artwork with the following specifications: TRAPPING, trapped graphic must be to the center of the trapping line, with a minimum of two point trap; HALF-TONES, 35 line screen or larger; FILM, film positive actual size; BULLETS, Target marks on each layer; FLOOD COLORS, flood colors are the background color of the board and go down first before colors are screen printed. All dark flooded boards must have a white backing behind all screen printed colors; COLORS, Light colors go down first trapped by darker colors; black is always last. (Example; White (1st), Red (2nd), Blue (3rd), and Black (Last)).
The laws of the State of California, excluding conflicts of law rules, herein will govern the contents. The courts sitting in the State of California will have exclusive jurisdiction of all controversies, which may arise under or in relation to the purchase order or invoice. Any controversy or claim arising out of or relation to this purchase order, invoice, or the performance or breach thereof shall be settled in California in accordance with enumerated legal procedures. All time limits stated in a purchase order or invoice is of the essence. Buyers’ placing of purchase order is an acceptance of these terms and conditions.

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