Terms & Conditions
This Supply and Payment Terms and Conditions, in conjunction with any credit application, if applicable, and accepted price quote, sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties, whether written or oral. An order is only deemed to have legal effect if acknowledged in writing by Vispronet LLC (hereinafter “Vispronet”) management. Any agreements or changes to orders between customers and Vispronet employees are only effective when acknowledged in writing by Vispronet management.
All prices are quoted net and do not including any state or federal tax. The quoted prices are subject to supply of all necessary customer designs which must be graphically processed in compliance with any instructions provided by Vispronet. The current hourly rate shall be charged for any requested amendments or necessary graphical processing. Vispronet reserves the right to amend prices should there be an increase in material or wage costs, between order and delivery. If the price increase is more than 5% of the total original price, the customer has the right to rescind the contract within 14 days of receipt of notice of the price increase.
If a specific delivery date has been agreed upon, the customer must ensure that Vispronet receives in sufficient time, any designs and computer files required for processing the order. In supplying printed data, the customer warrants that there is no infringement of copyrights, trademark rights or other protected property rights of third parties. In the event customer has infringed upon a third parties’ copyright, trademark or other protected property rights, customer agrees to indemnify and hold harmless Vispronet from any and all claims arising out of their infringement. All drawings, drafts, provisional templates, films, computer files or other design material prepared by Vispronet for the processing of the order shall remain the property of Vispronet and may only be passed on to third parties on approval from Vispronet. Materials relating to the order will be kept for 2 years in the form of films and/or drawings. Subsequent orders will be subject to a charge of the then current hourly rates to reactivate these designs.
Customers Designs, Deviations, Excess or Short Supply
If items are to be produced using customer designs, Vispronet will reproduce such designs as precisely as possible. Vispronet reserves the right to make minor deviations in color or representation that may result from technical limitations of textile printing and from differing colors on different types of background materials. Such deviations do not constitute grounds for canceling an order, refusing delivery, or refusing to make payment. This also applies to deviations between pre production samples and series production which are unavoidable. Customer further agrees to accept any customary excess or short supply by up to 10% in respect to items made to order. The customers account will be adjusted accordingly at the point of shipping. If an exact quantity is required, there will be a price premium applied to the order. All digitally printed orders will receive exact quantities. Deviations in width and length by +/- 7% are unavoidable as a result of technical production procedures and do not constitute grounds for canceling an order, refusing delivery, or refusing to make payment.
The supply periods quoted and prescribed are non-binding, unless Vispronet has given an express written guarantee that the delivery period will be observed. The quoted supply date usually refers to the date of shipment from Vispronet or manufacturing facility. If the supply date is exceeded, the customer agrees to an extension period of 30 days for completion and subsequent performance of the contract and cannot rescind the contract or cancel the order, or seek damages until the extension period has passed. The scope of such damages is set in paragraph 9. All goods are shipped at the expense and risk of the customer. All transportation and packaging costs will be paid by the customer. Vispronet shall not be liable if there are any delays in production or supply or if such production or supply becomes impossible for reasons outside Vispronet’s control, such as customer’s failure to timely supply necessary materials or drawings. Vispronet reserves the right to make partial deliveries, and invoice for the items actually delivered. We reserve the right to adjust shipping methods based on production volume to meet your delivery date without refunding production or shipping charges.
Supply of Flagpoles & Large Pictures
When supplying flagpoles, Vispronet accepts no responsibility for the necessary technical requirements being met or for associated hardware. Customer is responsible to erect flagpoles, and have the supplies and knowledge to do the same. Large fabric pictures are subject to varying weather influences, especially when positioned outside. Fabrication and erection technology have a decisive influence on proper and safe use of the product. Consultation of a project manager with knowledge of local conditions is always recommended. Vispronet’s product warranty is limited to resistance to tearing, light fastness and washability under laboratory conditions. For product surfaces less than 25 square meters, the customer should request Vispronet’s production and erection recommendations before placing an order. For product surfaces in excess of 25 square meters, the customer must always arrange for planning work to be done prior to placing an order. Vispronet will not be liable for any failure of the customer to consider specific application conditions and/or improper erection/use.
Vispronet offers warranties on both printed products and display hardware. Printed indoor products have a limited warranty of 1 year and outdoor printed products have a limited warranty of 6 months. Display hardware that is intended for indoor use has a limited warranty of 6 months and display hardware intended for outdoor use has a limited warranty of 1 year against manufacturing defects.
Any complaints must be submitted in writing within 8 days of receipt of the goods. No warranty, express or implied, shall apply if the customer fails to observe the supplied instructions for care and erection, or if customer has processed the goods or taken them into operation. The warranty does not cover usual wear and tear. Upon timely notification of a legitimate complaint, Vispronet reserves the right to either remedy the defect or supply a replacement within 14 days of receipt of the returned goods. In such case, Vispronet will pay the necessary shipping costs. If subsequent replacement proves unsuccessful, the customer only reserves the right to reduce the purchase price or rescind the contract.
Reservation of Ownership
All goods supplied to customer remain the property of Vispronet and Vispronet shall have a lien on said goods until all outstanding invoices have been paid in full. The customer is permitted to re-sell the conditional goods, provided their financial condition has not changed and notice is given to Vispronet. Customer hereby assigns to Vispronet any and all rights associated with the re-sale of the conditional goods. In the event of re-sale and assignment, customer agrees to fully cooperate with Vispronet and provide all necessary information and documentation requested by Vispronet.
In the event of a breach of contract, Vispronet’s liability is limited to foreseeable losses up to the amount of the purchase price payable. Vispronet cannot be held liable for damages caused by acts beyond its control, including, without limitations, improper handling, installation, extremes in weather conditions, vandalism, accidents, or Acts of God.
Customer agrees to the recording and processing personal or corporate data in a database, to be used only by Vispronet. All data collected and stored will not be shared with third parties without written consent from the customer, or court order.
Vispronet will extend credit to approved customers who complete the credit application set forth below. By completing a credit application, customer is requesting that Vispronet sell goods on account.
Payment, Service Charges
If Credit Account was approved and if not otherwise agreed customer agrees to pay for all goods purchased within 30 days after product completion. Customer agrees to pay a service charge on any balance not paid within 30 days of product completion. The service charge shall be 12% per month on all outstanding accounts. For goods paid within 8 days from the invoice date (for compliance of this time limit, Vispronet must have payment received within 8 days), a discount of 2% shall be granted unless otherwise agreed. The deduction of discounts shall not be permitted if invoices previously sent to the customer are outstanding and their due date for payment has been exceeded. Setting off amounts against counterclaims shall not be permitted unless the counterclaim is indisputable and determined in a legally effective manner.
In the event customer is in default under these terms and conditions, and Vispronet takes legal action to collect on the account, customer shall be liable for Vispronet’s reasonable attorney’s fees, court costs, service fees, and bond or lien costs, if any.
In the event customer is not a corporation, but rather a partnership or sole proprietor, the principal owners thereof shall act as guarantors or sureties on the account, and shall remain personally and individually liable for any indebtedness incurred.
Applicable Law and Venue
Any disputes arising out of this document or the business relationship established between the parties, shall be governed by the laws of the Commonwealth of Pennsylvania, and venue will lie in the Court of Common Pleas of Cumberland County Pennsylvania.
Warranties & Disclaimers
Although Vispronet has attempted to provide accurate information on its web site, Vispronet assumes no responsibility for the accuracy of the information. Vispronet may change the services or products mentioned at any time without notice. Mention of non-Vispronet products or services is for informational purposes only and constitutes neither an endorsement nor a recommendation.
Except as expressly provided otherwise in a written agreement between you and Vispronet, all materials and services on this site are provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, Vispronet makes no warranty that:
- the services and materials will meet your requirements,
- the services and materials will be uninterrupted, timely, secure, or error-free,
- the results that may be obtained from the use of the service or materials will be effective, accurate or reliable,
- the quality of any products, services, or information purchased or obtained by you from the site will meet your expectations.
This site could include technical or other mistakes, inaccuracies or typographical errors. Vispronet may make changes to the materials and services at this site, including the prices and descriptions of any products listed herein, at any time without notice. The materials or services at this site may be out of date, and Vispronet makes no commitment to update such materials or services.
Vispronet assumes no responsibility for errors or omissions in the information, documents, software, materials and/or services which are referenced by or linked to this site. References to other corporations, their services and products, are provided "as is" without warranty of any kind, either express or implied.
In no event shall Vispronet or its suppliers be liable to you or any third party for any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not Vispronet has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of this site or of any web site referenced or linked to from this site. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
This site contains links to third-party web sites that are not under the control of Vispronet. Vispronet makes no representations whatsoever about any other web site to which you may have access through this site. When you access a non-Vispronet web site, you do so at your own risk and Vispronet is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites or for the quality of any products or services available on such sites. Vispronet provides these links merely as a convenience and the inclusion of such links does not imply that Vispronet endorses or accepts any responsibility for the content or uses of such web sites.
This site can be accessed from other countries around the world and may contain references to Vispronet products, services, and programs that have not been announced in your country. These references do not imply that Vispronet intends to announce such products, services or programs in your country.
Your Personal Information
You have the right to access and correct your personal information. This may be accomplished either by e-mail (info(at)vispronet.com), fax or phone. Please include your name, address, and/or email address when you contact us. Please note that Vispronet is not responsible for the content or privacy practices of non-Vispronet web sites to which any Vispronet web site may link.
The materials and services on this site are protected by copyright and/or other intellectual property laws and any unauthorized use of the materials or services at this site may violate such laws. Except as expressly provided herein, Vispronet and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information with respect to the materials and services.
Except as specifically permitted herein, no portion of the information or documents on this site may be reproduced in any form or by any means without the prior written permission of Vispronet.
Notification of Copyright Infringement
Vispronet will, in appropriate circumstances, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement, please provide Vispronet’s Copyright Agent a Notice containing the following elements:
- A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
- A description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
- A description of where the material that you claim is infringing is located on a Vispronet site and the name of that site;
- Information sufficient to permit Vispronet to contact you, such as your physical address, telephone number, and email address;
- A statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement by you that the information in your Notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
Vispronet’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
By phone: 717-241-0888
By fax: 717-620-0529
By email: firstname.lastname@example.org
You agree to indemnify and hold Vispronet, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to or transmit through this site, your use of this site, your connection to this site, your violation of the rules, or your violation of any rights of another person or entity.
You agree to indemnify, defend and hold harmless Vispronet, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to this site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these rules (including negligent or wrongful conduct) by you or any other person accessing this site.
Governing Law & Jurisdiction
This site (excluding linked sites) is controlled by Vispronet from its headquarters within the state of Pennsylvania, United States of America. By accessing this site, you and Vispronet agree that all matters relating to your access to, or use of, this site shall be governed by the statutes and laws of the Pennsylvania, without regard to the conflicts of law's principles thereof. Vispronet makes no representation that materials on this site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.
The trademarks, logos and service marks ("marks") displayed on this site are the property of Vispronet. You are not permitted to use the marks without the prior written consent of Vispronet or such third party which may own the marks. Vispronet and the Vispronet logo are trademarks of Vispronet.
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Limitation of Liability
You expressly understand and agree that Vispronet shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Vispronet has been advised of the possibility of such damages), resulting from:
- The use or the inability to use the site;
- The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the site;
- Unauthorized access to or alteration of your transmissions or data;
- Statements or conduct of any third party on the site; or
- Any other matter relating to the site.
In no event will Vispronet be liable for:
- Any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the service, or any information, or transactions provided on the service, or downloaded from the service, or any delay of such information or service. Even if Vispronet or its authorized representatives have been advised of the possibility of such damages.
- Any claim attributable to errors, omissions, or other inaccuracies in the service and/or materials or information downloaded through the service.
- Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, Vispronet's liability is limited to the greatest extent permitted by law.