Passionate Communications
– Updated November 7, 2025
SALE OF GOODS AND SERVICES
These are the Terms and Conditions (“Terms”) that govern the sale of the Goods and Services by Richards Graphic Communications, Inc. (Richards) to the Buyer ("Buyer"), except as identified below.
1. Contract (Contract), Master Services Agreement (MSA) or Statement of Work (SOW) – Notwithstanding anything herein to the contrary, if a written Contract, MSA or SOW signed by both parties is in existence covering the sale of the Goods and Services, the express terms and conditions of said Contract, MSA and/or SOW shall prevail to the extent they are inconsistent with these Terms..
2. Quotation – A quotation for goods or services not accepted within thirty (30) days after the date of quotation is subject to review or termination. Quotations are based on continuous and uninterrupted delivery of a complete order, unless “Specifications” expressly stated otherwise. The accompanying Quotation ("Sales Confirmation") and these Terms comprise the entire agreement between Richards and Buyer and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, unless an existing Contract, MSA or SOW is already in force.
3. Tariffs – Tariffs that increase materials or equipment costs purchased specifically for a given project when the quotation is approved more than thirty (30) days after being provided by Richards may be added to the final invoice price and identified as such. Buyer will be notified as soon as possible once final tariffs are published if there will be an additional charge.
4. Order Cancellation – Orders regularly entered, verbal or written, cannot be canceled except upon terms which will compensate Richards against actual loss.
5. Creative Work – Designs, layouts, sketches, drawings, data, HTML, photographic images, imposed press signatures, variable data or design programs, electronic, PDF files, printing plates, presswork, dies, production or material samples, experimental work and prototypes furnished by Richards, not included in the original work as identified in the quotation, shall remain Richards’ exclusive property, and no use of same shall be made, nor any derivative works obtained therefrom be used, except upon reasonable compensation, to be determined by Richards.
6. Services – With respect to the Services, Buyer shall (a) respond promptly to Richards’ request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Richards to perform Services in accordance with the requirements of this Agreement; (b) provide such Buyer materials as Richards may request to carry out the Services in a timely manner and ensure that such Buyer materials or information are complete and accurate in all material respects; and (c) obtain and maintain all necessary usage licenses and consents and comply with all applicable laws in relation to the Services by the date the Services are to start.
7. Condition of Files – Quotations are based on the receipt of digital files which are ready to preflight and output proofs, plates, or digital images. Files that require additional work to create ready-to-print files, such as color corrections, photo edits, adding bleeds, cropping, etc. are subject to a pricing review by Richards at time of submission of file, if the file modifications were not otherwise specified in quotation, unless otherwise agreed to in writing, and only upon payment of reasonable compensation to Richards.
8. Databases – Input data is defined as information which has been prepared in specialized form by Richards for the operation of database programs, variable data, CASS and mail sorting processing, desktop publishing and all other computer and data processing technology. Input data produced by or developed for Richards from Buyer supplied data, text or other media, as intermediate or permanent (data base) material used in the production of work, remains the sole property of Richards. Richards will set up secure online order portals (Store Fronts) for uploading, downloading or proofing graphics, print or variable data, Protected Health Information (PHI), Personally Identifiable Information (PII) or Confidential files using Richards’ custom web storefronts (Catapult).
9. Proofs – Paper, HTML, Email, Beta Websites or PDF proofs shall be submitted for approval to Buyer or end user for approval. A transmittal/proof page, text or email is required to be returned indicating “O.K.” or “O.K. with corrections”. If a revised proof is requested, a request must be made when proof is returned. Richards regrets any errors that may occur through production undetected but cannot be held responsible for errors if the work is produced based on Buyer’s approval. Richards shall not be responsible for errors if the Buyer has failed to return proofs with indication of changes or has instructed Richards to proceed without submission of proofs.
10. Color Proofing – A reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery caused by the differences between digital proofing and production operations and materials printed on. Calibrated digital monitors using RGB (Red, Green, Blue) additive screen colors may not match exactly the CMYK (Cyan, Magenta, Yellow Black) subtractive or Pantone Matching System (PMS) ink colors used on press.
11. Press Proofs – An inspection sheet can be submitted for Buyer approval, at no charge, provided Buyer is onsite, at the press, during the time of make-ready. Unless specifically provided in Richards’ quotation, any changes, corrections, or lost press time due to Buyer’s actions will be charged to Buyer at current rates.
12. Alterations – Alterations represent work performed outside the scope of the original specifications. Such additional work shall be charged to Buyer at current rates and be supported with documentation upon request if not included in the original project scope and may be used only upon payment of reasonable compensation to Richards.
13. Production Schedules – Production schedules will be established and adhered to by Buyer and Richards, 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 God, or other causes beyond the control of Buyer or Richards including Force Majeure Events under Section 36. Richards shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only. Additional rush charges may be added to the price quoted, if a faster or partial delivery is required.
14. Custom Software – Custom developed software, for example custom web order storefronts, workflow systems or output developed by Richards in order to produce work for a Buyer with software, hardware or AI, is the sole property of Richards. No use shall be made of, or derivative works created from such programs, analyses, images, data or output without the express written permission of Richards, and only upon payment of reasonable compensation to Richards.
15. Overruns or Underruns – Overruns and underruns are not to exceed 10% on quantities ordered up to 25,000 copies and/or the percentage agreed upon above 25,000. Richards will invoice for actual quantity delivered within this tolerance, unless specified in the estimate. If Buyer requires guaranteed “no less than” delivery, percentage tolerance of overage must be doubled.
16. Buyer Furnished Materials – Paper stock, custom boxes, health aids, clothes, tchotchkes, inserts, digital files and other Buyer furnished materials shall be manufactured, packed and delivered to Richards’ specifications. Additional costs due to delays or impaired production caused by specification deficiencies will be charged to the Buyer. Charges related to receiving property from Buyer to Richards, or from Buyer’s supplier to Richards, are not included in any Quotations unless specified. Materials delivered from Buyer, or its suppliers, are verified with delivery ticket(s) as to number of cartons, packages or items shown only. The accuracy of quantities and quality of supplied materials indicated on such tickets cannot be verified until used, and Richards cannot accept liability for shortages based on supplier’s tickets or material quality issues. Richards will maintain fire, property coverage, vandalism, and malicious mischief insurance on all physical property belonging to the Buyer, while such property is in Richards’ possession. Richards’ liability for such property shall not exceed the actual cost of said material. If physical inventory has been stagnant for one (1) year, authorization to destroy will be assumed unless instructions to the contrary are given by Buyer. Richards reserves the right to charge Buyer for physical storage at a Richards warehouse on a month-to-month basis per skid.
17. Delivery of Goods and Performance of Services – The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to availability of production materials, equipment and personnel. Richards shall use reasonable efforts to meet requested performance dates to render the Services specified in the Sales Confirmation, and any such dates in quotations shall be estimates only until the actual Buyer project and proof approvals are received. Once Buyer’s proof approval is received Richards will update or confirm the delivery schedule.
18. Delivery – Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. Bellwood, IL. Richards shall deliver the Goods to the Delivery Point using Richards's standard methods for packaging and shipping such Goods, unless Buyer requests otherwise. Buyer shall be responsible for all unloading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point and will unload and release all transportation equipment promptly, so Richards incurs no demurrage or other expenses. Buyer must notify Richards if an inside delivery or delivery to multiple locations is required, or if a limited delivery window or priority service is required or authorized based on the location or delivery date requested. Delivery service will be provided by Richards at current rates upon Buyer’s request or use the client’s third-party logistics service, if specified.
19. Delays, Loss, or Damage in Transit – Richards shall not be liable for any delays, loss, or damage in transit using approved logistics providers or Buyer’s requested third party logistics. Richards may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.
20. Non-Delivery – Any liability of Richards for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
21. Payment Terms – Payment shall be due on receipt from date of invoice unless otherwise provided in writing. Past due accounts are subject to a service charge of 1-1/2% per month (18% per annum). As security for payment of any sum due or to become due under terms of any Agreement, Richards shall have the right to retain possession of and shall have a security interest in and lien on all Buyer property in Richards’ possession including work in progress and finished work. The extension of credit or the acceptance of notes, trade acceptance or guarantee of payment shall not affect such security interest or lien. Buyer shall reimburse Richards for all costs incurred in collecting any past due payments, including, without limitation, reasonable attorneys' fees. In addition to all other remedies available under these Terms or at law which Richards does not waive by the exercise of any rights hereunder, Richards shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder and such failure continues for 15 days following written notice thereof.
22. Title and Risk of Loss – Title and risk of loss pass to Buyer upon shipping the Goods Free on Board (FOB) Bellwood IL or the pickup location. If a third-party logistics party is used Free on Board (FOB) will be pickup location or Bellwood, IL. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Richards a security interest in and lien on all of the right, title, and interest of Buyer in, to, and under the Goods and Services, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Illinois Uniform Commercial Code.
23. Inspection Period – Buyer shall inspect the Goods promptly and in no event later than 30 days after receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Richards in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation and samples as reasonably required by Richards. Claims for defects, damages or shortages must be made by the Buyer in writing within a period of 30 days after receipt. Richards may request on-site inspection to inspect Goods and review best options to proceed with replacement or relabeling of product description. 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. Richards’ liability shall be limited to the stated selling price of any defective Goods or replacement thereof.
24. Nonconforming Goods – If Buyer timely notifies Richards of any Nonconforming Goods, Richards shall, in its sole discretion, (a) replace such Nonconforming Goods with conforming Goods, or (b) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, unless Richards accepts responsibility for shipping charges in advance, the Nonconforming Goods to Richards's facility located at Bellwood, IL. If Richards exercises its option to replace Nonconforming Goods, Richards shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer the replaced Goods to the Delivery Point. Buyer acknowledges and agrees that the remedies set forth are the Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided above, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Richards without advance approval by Richards.
25. Warranties – Buyer represents and warrants that Buyer has the power and authority to enter into and perform its obligations to Richards. Buyer does not and will not supply any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right.
26. Disclaimer of Warranties – RICHARDS MAKES NO WARRANTIES TO BUYER, AND RICHARDS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
27. Indemnification – Buyer will indemnify and hold harmless Richards, its directors, officers, employees, representatives and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that, if true, would constitute a breach of any of Buyer’s representations, warranties, or obligations; arises out of the negligence or willful misconduct of Buyer; or any of the Buyer content or other material supplied by Buyer infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, libel and slander, patents, copyrights, trademarks, trade secrets, and/or licenses.
28. Limitation of Liability – Buyer’s sole remedy for any conduct or failure to act on the part of Richards is limited to cancellation of Buyer’s order. Richards will not have any monetary liability to Buyer. RICHARDS WILL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF: WEBSITE, BUYER’S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. RICHARDS WILL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF RICHARDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF RICHARDS TO BUYER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO RICHARDS BY BUYER UNDER THESE TERMS DURING THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION: BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
29. Taxes – All amounts due for any taxes and assessments on sales will be the responsibility of the Buyer. Richards will collect applicable taxes and assessments in all jurisdictions in which Richards has a nexus, including without limitation, state, county, city and other applicable taxing jurisdictions using approved Tax compliance software. Tax exempt Buyers must supply a valid tax exemption certificate in advance so material exemptions can be included with material orders. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Richards's income, revenues, gross receipts, personal or real property, or other assets.
30. Web Hosting Services – Richards agrees to provide Buyer with the web hosting services (“Services”) described on Richards’ invoice to Buyer. Richards is not responsible for providing any other services or performing any other tasks for Buyer that are not included in the Quotation Specifications.
31. Web Site Content – Buyer will provide Richards with all materials comprising its website, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text which will be in a correct format. The Buyer content will be properly adapted and translated by Buyer for posting to the Richards server so that Buyer’s website may be accessed via the Internet.
32. Availability of Website – In the event of any loss or interruption of Services, Buyer’s sole and exclusive remedy will be termination of the Services, and Richards’ sole and exclusive liability for any loss or interruption of Hosting Services will be limited to a refund of any prepaid fee for monthly Services not yet provided.
33. Buyer License and Proprietary Rights – Buyer content will remain the sole and exclusive property of Buyer. Except as provided in these Terms , nothing will be construed to grant Richards any ownership right in, or license to, the Buyer content provided by Buyer to Richards. Buyer hereby grants to Richards a non-exclusive, worldwide, royalty-free license to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Buyer content as necessary to render the Services to Buyer.
34. Proprietary Right of Richards – All materials, including computer software (in object code and source code form), data or information developed or provided by Richards, and any know-how, methodologies, equipment, or processes used by Richards to provide the Services to Buyer, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “Richards Materials”) will remain the sole and exclusive property of Richards. To the extent that ownership of the Richards Materials does not automatically vest in Richards, Buyer agreed to transfer and assign to Richards all rights, title, and interest which Buyer may have in and to the Richards Materials. Buyer acknowledges and agrees that Richards is in the business of hosting websites, and that Richards will have the right to provide third party services which are the same or similar to the Services, and to use or otherwise exploit any Richards Materials in providing such services.
35. Confidential Information – All non-public, confidential or proprietary information of Richards, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Buyer lists, pricing, discounts, or rebates, disclosed by Richards to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Richards in writing. Upon Richards' request, Buyer shall promptly return all documents and other materials received from Richards. Richards shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
36. Force Majeure –No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Richards hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, explosions, natural disasters or other catastrophes, such as epidemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 5 working days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 days following written notice given by either party the parties may thereafter terminate their business relationship upon 30 days' written notice.
37. Assignment – Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Richards. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms..
38. Relationship of the Parties – The relationship between Richards and Buyer is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
39. No Third-Party Beneficiaries – This Agreement is for the sole benefit of Richards and Buyer and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
40. Governing Law – All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.
41. Submission to Jurisdiction – Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois in each case located in the City of Chicago and County of Cook and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
42. Buyer Content – Buyer retains sole responsibility for acquiring any authorizations necessary for hypertext links to third party websites, the accuracy of materials on the website, including Buyer content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and ensuring that the Buyer content does not infringe or violate any right of any third party. Notwithstanding the foregoing, Richards reserves the right, in its sole discretion, to exclude or remove from the website any hypertext links to third party websites, any Buyer content on the website, or other content not supplied by Richards which in Richards’ sole reasonable discretion, may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Richards to civil or criminal liability or public ridicule, provided that such right will not place an obligation on Richards to monitor or exert editorial control over the website. Buyer will place and cause to be placed on the website Buyer content that does not contain any content or materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes Richards to civil or criminal liability. Chat rooms, bulletin boards and discussion forums will not be included in the website and may not be implemented by or on behalf of Buyer without prior written approval of Richards.
43. Fees – Buyer will pay Richards all fees for the Services in accordance with Richards’ applicable fee and payment schedule set forth on the invoice issued to Buyer. Richards expressly reserves the right to change the rates charged hereunder for the Services. The Buyer will pay, or promptly reimburse Richards for, any out-of-pocket expenses, including, without limitation, travel and travel-related expenses, incurred by Richards in connection with the performance of the Services.
44. Notices – All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
45. Severability – If any provision in these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision in these Terms or invalidate or render unenforceable such provision in any other jurisdiction.
46. Survival – Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
47. Amendment and Modification – These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of Richards and Buyer.
Form 73