SPF Standard Terms and Conditions

STANDARD TERMS AND CONDITIONS

1. Balances due SPF. As applicable, credits for defective merchandise will be deducted from any amounts due SPF.

2. No Agency. Neither party to these Standard Terms and Conditions is the employee, agent or legal representative of the other for any purpose whatsoever.

3. Full Integration/Final Agreement. These Standard Terms and Conditions contain the exclusive terms and conditions which apply to all purchases, notwithstanding any purchase order, acknowledgment or other business forms transmitted to SPF, even if such forms do not reference these Standard Terms and Conditions or the applicable purchase order. Purchases hereunder shall be made only by purchase orders issued by the respective party’s purchasing department as solely determined by such party, and such orders shall be limited to the terms herein. The parties acknowledge and agree that if any terms of these Standard Terms and Conditions conflict with any invoices or business forms, any purchase order forms or acknowledgment thereof, the terms and conditions of these Standard Terms and Conditions shall govern for any purchases made from SPF. These Standard Terms and Conditions supersede all prior oral or written proposals and communications between the parties, and shall not be modified, rescinded, waived or otherwise changed except with the written express consent of the parties. Nothing contained herein shall require SPF to exercise any of the rights contained herein.

4. Governing Law. The laws of the State of California shall govern this Agreement. The parties hereto hereby consent to the jurisdiction of any local court, state or federal court in Los Angeles County, California.

5. Use of Marks. SPF shall have the right to utilize any trade name and any trademarks and service marks associated with any material supplied to SPF for the purposes of fulfilling any work to be performed under these Standard Terms and Condition, but only to the extent necessary to perform hereunder.

6. Waiver. The waiver by SPF of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.

7. Representations, Warranties & Indemnifications. Customer represents and warrants that, except with respect to any material SPFed by SPF, Customer has the right to grant the rights hereunder. Customer will indemnify SPF from and against any losses, claims, liability, costs and expenses (including reasonable outside attorneys’ fees), awarded in any judgment entered into against SPF or settlement pre-approved by Customer as a result or by reason of a breach of any warranty made by Customer hereunder or by reason of a third party claim that the exercise by SPF of the rights herein granted violates the rights of others; provided, however, that SPF must provide Customer with prompt detailed written notice of any claim relating to or arising out of any alleged breach of any of Customer’s warranties or obligations hereunder. Customer shall have full control over the defense and/or settlement of any such claim or litigation, including the right to engage its own counsel. SPF shall cooperate fully with Customer in the defense or settlement of any such claim of litigation. SPF represents, warrants and agrees that: (i) It has full legal right, power and authority to enter into and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by SPF, is enforceable against SPF in accordance with its terms and does not conflict with any other agreement or obligation to which SPF is a party or by which SPF is bound.

8. Limitations on Liability. In the event of damage or loss while any material or digital files are in the possession or control of SPF, or any other loss which occurs as a result of, or during the time of SPF’s possession and/or control of Customer’s material or digital files, Customer’s right to damages or reimbursement amounts are limited to the greater of the amount paid to SPF by Customer for the work done, or the actual price of the materials provided, e.g., the price of film, tape or storage media. Submitting your material or digital files to SPF constitutes your agreement that any damage or loss caused by SPF, even through the negligence or fault of our company, will entitle you to a refund of any fees paid to SPF for any defective work, or the replacement with a like amount of similar media. Except for such replacement, the acceptance of the material or digital files is without other warranty or liability, expressed or implied, and recovery for incidental or consequential damages is expressly excluded. By submitting your material or digital files to SPF, customer declares the value of such material or digital files to be no more than its replacement cost as stated above. In the event of loss by any common carrier, the U.S. Postal Service or FedEx, SPF will hold no liability.

9. Copyright. By bringing material or digital files to SPF, customers warrant that they have the right to reproduce and/or modify the materials in question. SPF shall not be liable for a customer’s failure to secure appropriate usage rights, or for copyright infringement.

10. Unclaimed Material. Unclaimed material and digital files will be destroyed after TWO (2) months.

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