Your order, whether
submitted by mail, phone, fax, e-mail, in-person or any other common
means of transmitting an order, shall be considered a valid order and is
a conditional acceptance by Visibles, Inc., of your offer to purchase
our goods and services and your acceptance of our terms and conditions.
Notification of acceptance by Visibles, Inc. is not required. All terms
or conditions of any customer purchase order issued for an order
inconsistent with the terms & conditions herein are null & void.
These terms and conditions of sale represent the entire agreement
between the parties with respect to the subject matter hereof. This
acceptance constitutes a complete and binding contract which cannot be
modified or canceled without written consent of both parties. You and
Visibles, Inc., agree that any contract hereby entered into has been
made and is to be construed to Michigan law.
Overages & Shortages
We try to produce your
order in the quantity ordered, but it is not always possible to print
the exact quantity. Therefore, we reserve the right to ship and
subsequently bill or credit your account for up 10% over or under the
Once your order is submitted to
Visibles, Inc., we cannot guarantee our ability to make changes or
cancellations to an order. Visibles, Inc. will make every effort to
comply with your cancellation request. However, all costs incurred by
Visibles, Inc. will be the responsibility of the customer. Since we are
producing custom imprinted materials per your authorization, once
artwork is approved, your order cannot be cancelled and must be paid in
Visibles, Inc. is required by law to
collect all applicable sales taxes for the state, counties and cities of
Michigan. Companies, individuals and organizations who are exempt from
sales taxes must provide Visibles, Inc. with their resale certificate
before their orders will be exempt from sales taxes.
Transfer of Ownership
All goods become your
property at the time they are accepted by the carrier. All goods are
custom imprinted with the customer customization and are not returnable.
Customer agrees that it will not hold
Visibles, Inc. accountable for delays in delivery occasioned by acts of
God or other circumstances over which we have no direct control. Factory
shipment or delivery dates are best estimates of our suppliers, and no
case shall Visibles, Inc. be liable for any consequential or special
damages arising from any delay in delivery.
Customer hereby authorizes Visibles,
Inc. and its shipping partners to release the customer order(s) to the
delivery address provide without signature. The furnishing by Visibles,
Inc. of a delivery receipt upon which is listed the designated place of
delivery shall constitute proof of delivery. Upon furnishing such proof
of delivery, the customer shall indemnify Visibles, Inc. against and
hold it harmless from all claims for liability, including any expenses
related thereto (including attorneys' fees) arising by reason of loss or
damage to any shipments handled by Visibles, Inc. under the terms of
Damages & Shortages
require that claims of visible damage or shortage must be made to the
driver at time of delivery. Concealed damage must be reported to the
carrier within 15 days of delivery to validate a claim. Any claim
against Visibles, Inc. shall be deemed waived by the customer/purchaser
unless a claim is made within the aforementioned time periods.
Due to the nature of materials in
domestic and foreign manufactured products, Visibles, Inc. cannot
guarantee exact color matches from dye lot to dye lot. These variations
shall be considered acceptable.
Visibles, Inc. liability for
defective orders shall be limited to repair, refund or replacement of
the order. It is expressly understood by the customer and Visibles, Inc.
that Visibles, Inc. liability is absolutely limited to the total cost
of the order and that Visibles, Inc. shall not be responsible for any
other damages of any kind. The product, the subject of this order,
contains no warranty, expressed or implied.
Limitation of Liability
The customer agrees to
reimburse Visibles, Inc. for any and all claims or expenses arising from
use of any pictures, copy or plate furnished by the customer, where a
claim arises that is an infringement of copyright, trademark or â€śright
of privacyâ€ť. This indemnification shall not only include damages that
may be assessed against Visibles, Inc., but all costs incurred in the
defense of the same, including but not limited to, attorney fees and
This agreement and any orders
hereunder shall be governed by the laws of the State of Michigan,
without regard to conflicts of law rules. Both parties consent to the
jurisdiction of Oakland County, Michigan courts over any matters arising
out of this agreement or any orders hereunder.
If any provision of these terms and
conditions shall be deemed illegal or unenforceable, such illegality or
unenforceability shall not affect the validity and enforceability of
any other provision hereof, which together shall be construed as if such
illegal or unenforceable provisions had not been included herein.
Payment & Credit Policies
1.1 Any organization or person
that has not ordered within the last 18 months or does not have a
current line of credit with Visibles, Inc. will pre-pay all orders by
cash, check or credit card and will have a completed customer master
record in the Visibles, Inc. system before an order will be processed
(i.e. purchase orders, work orders or any related order expenditure).
1.2 All credit card orders will have a completed and signed Credit
Card Authorization Form and a completed customer master record in the
Visibles, Inc. system before an order will be processed.
2.0 Credit Extension
2.1 Credit may be extended
to a company after review of their financial strength, previous history
with Visibles, Inc., their payment habits to other suppliers, bank
reference comments, and credit rating.
2.2 Before a credit review will begin, all of the following will be completed:
- A Customer Master Record in the Visibles, Inc. system
- Three completed orders within the last 12 months
- A completed Visibles, Inc. Credit Application . Incomplete Credit Applications will not be processed.
3.0 Credit Line
3.1 When credit is offered, the
credit amount will be determined by the last three completed orders.
Orders over the credit limit will only be processed after receipt of
partial payment on the order.
4.1 The terms for a credit line will be set at the one of the following based on the credit review:
- Prepay Â½ at order, Â½ on delivery
- Due on delivery
- Net 15 days from invoice date
- Net 30 days from invoice date
4.2 Failure to pay within the term days will result in late payment fees and credit line revocation.
5.0 Credit Hold
5.1 An account will be placed on credit hold if any of the following situations arise:
- The account balance is over the credit limit
- A significant portion of the outstanding balance exceeds the approved payment terms, regardless of available credit
- Any existing payment commitment plan is violated.
5.2 While an account is on credit hold, all orders will be processed
in compliance with the Visibles, Inc. Prepayment Policy stated above.
5.3 Credit hold will be removed when:
- Arrangements have been made to accommodate the new credit requirement,
- The delinquency is corrected,
- The payment plan has been reestablished. Credit hold can be invoked or revoked as deemed necessary by Visibles, Inc.
6.0 Late Fees
6.1 All unpaid orders exceeding
the term days will be charged a late payment fee. The late payment fee
will be the greater of $10.00 or 1.5% per month on the outstanding
7.0 Collection Process
7.1 Prior to commencing the collection process, the following will be performed:
- Ensure that the company has not received the customer's payment
- Ensure that the customer payment has not been applied to the wrong account
- Verify that a return authorization has not been issued
7.2 After the aforementioned review, the collection process will
begin on all accounts with outstanding balances exceeding the terms of
their credit line
7.3 The account will be contacted a minimum of three times with any
one of the following methods: e-mail, fax, collection letter or phone
call. Any customer responses will be noted within the customer credit
7.4 After contact has been made and a reasonable length of time has
elapsed without payment, legal action will be pursued to collect the
outstanding balance, interest and all legal fees.
8.0 Credit Review
8.1 Visibles, Inc. reserves
the right to review an accounts credit line at anytime and may require
the periodic submission of an updated credit application.