Client Terms and Conditions of Sale

1. TERMS – The standard terms and conditions of sale set forth below apply to all printing and other services or goods (the “Work”) furnished by Continental Web Press, Inc. (hereinafter collectively referred to as the “Printer”) to the customer “(Customer”) to whom this offer is addressed except to the extent that such conditions have been expressly altered or modified in writing by an officer of Printer. Acceptance of this offer is limited to the terms and conditions set forth herein. Any terms or conditions which are either different from or additional to these terms and conditions of sale (including the terms and conditions in the typed portion of this offer) are objected to and are excluded from the terms and conditions of sale to apply to the Work, irrespective of the materiality of any such different or additional terms or conditions unless Printer, through an officer of Printer, expressly agrees in writing to the inclusion of such terms and conditions. All offers are subject to final credit approval by Printer.

2. ORDERS – Orders regularly placed, verbal or written, cannot be canceled except upon terms that will compensate Printer for loss incurred in reliance on the order, including, but not limited to, costs of paper. Unless otherwise stated, offers for Work are valid only for a period of 30 days from the date issued.

3. EXPERIMENTAL WORK – Experimental or preliminary Work performed at Customer’s request will be charged at current rates of Printer as indicated in the offer or as determined by industry standards in the event no price was given to Customer and may not be used until Printer has been reimbursed in full for the amount of the charges billed.

4. CREATIVE WORK – Creative Work, such as dummies, and all preparatory Work (including, but not limited to, tapes, disks, and other electronic files) developed, supplied and/or furnished by Printer are and shall remain Printer’s exclusive property, and no use of same shall be made, nor any ideas obtained therefrom used, except upon compensation to Printer as determined by Printer.

5. CHANGES IN SPECIFICATIONS – If upon receipt of Customer’s files or other source media, it is evident that the conditions of same differ materially from that which had been originally specified and consequently quoted, at the option of Printer, a new quotation may be issued or same may be treated by Printer as an alteration and billed at current rates. All changes to the specifications listed in the offer must be in writing and signed by an authorized agent or employee of Continental.

6. ALTERATIONS – Alterations represent Work performed in addition to the original specifications or offer and may include Work, which must be redone due to Customer's changes. Such additional Work shall be charged to Customer at Printer’s then current rates as indicated in the most current offer or as determined by industry standards if no written offer was given to Customer.

7. PRE-PRESS PROOFS –Printer will submit prepress proofs along with original copy for Customer’s review and approval. Corrections will be returned to Printer on a “master set” marked “O.K.”, “O.K. With Corrections” or Revised Proof Required” and signed by the Customer. Until the master set is received, no additional Work will be performed. Printer will not be responsible or liable for undetected errors if:

• Proofs are not required by Customer
• Customer approves Proofs orally
• The Work is printed per Customer’s O.K. or
• Requests for changes are communicated orally

8. PRODUCT APPROVAL – Because of differences in equipment, processing, proofing, substrates, paper, inks, pigments and other conditions between prepress and press proofs and production pressroom operations, a reasonable variation in color between such proofs and the completed job shall constitute acceptable performance. A press sheet of any form can be submitted for Customer approval, at no charge, provided Customer is available at the press during the time of make-ready. At Printer’s discretion, lost press time due to Customer delay or Customer changes or corrections will be charged to Customer as an alteration. When possible and time permitting, a folding dummy and/or other finished product from press as well as post-press operations, including, but not limited to, cutting, folding, sketching, etc., will be provided to Customer for final approval before production if requested by Customer.

9. QUANTITIES – Over-runs or under-runs will not exceed 2 percent of the quantity ordered. Printer will bill for actual quantity delivered within this tolerance at the unit price stated in the offer. If Customer requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.

10. CUSTOMER PROPERTY – All Customer property stored with Printer is at Customer’s risk unless specifically agreed to in a separate agreement. Printer is not liable for any loss or damage to Customer's property caused by fire, water, leakage, breakage, theft, negligence, insects, rodents or any other cause, except as otherwise covered by any insurance and Printer’s liability for Customer's property will not exceed the amount actually recovered from any such insurance. Customer may obtain additional insurance if it is requested in writing and if the premium is paid to Printer. It is understood that the storage of Customer's property is solely for Customer’s benefit. If Customer shall fail to remove from Printer’s premises any property of Customer being stored by Printer within 30 days of written notice to do so, Printer shall have the right to charge Customer a reasonable monthly inventory fee as determined by Printer and/or destroy or otherwise remove such property without any liability whatsoever to Printer.

11. ELECTRONIC MANUSCRIPT OR IMAGE – It is Customer’s responsibility to maintain a copy of the original file, including, but not limited to, electronic or digital media. Printer is not responsible for accidental damage to electronic or digital media supplied by Customer, or for the accuracy of furnished input or final output, until the furnished digital or electronic data can be evaluated by Printer. Printer makes no claims or promises about its ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise. Any additional translating, editing or programming needed to utilize Customer-supplied files will be charged at prevailing rates as determined by Printer. Unless otherwise agreed, the Customer will pay for all transmission charges. Printer is not responsible for any errors, omissions, or extra costs resulting from faults in the transmission.

12. DELIVERY – Unless otherwise specified, the price proposed is without storage. FOB Printer’s shipping dock, Itasca, Illinois. Offers are based upon continuous and uninterrupted delivery of complete order. Charges for the delivery of materials and supplies from the Customer to the Printer or from the Customer's supplier to the Printer are not included in the quotation. If the shipping specifications change subsequent to the offer, Printer will charge shipping costs associated with said changes at current rates. If the accuracy of quantities, weights, sizes etc., indicated on customer supplied delivery tickets cannot be verified, then Printer does not accept liability for shortages based on Customer's supplied delivery tickets. Title for finished Work shall pass to Customer upon delivery to carrier at shipping point or when all Printer’s charges concerning the Work are paid to Printer, whichever is later. Risk of loss of the Work shall pass to Customer when the order is shipped via common carrier / FOB Printer’s shipping dock.

13. PRODUCTION SCHEDULES – Production schedules will be established and adhered to by Customer and Printer; provided, however, Printer shall not be liable for any delay or failure to perform if such delay or failure is caused by, or if performance is made impractical or commercially unreasonable by, any strike, labor trouble, fire, accident, war, riot, civil disorder, flood, energy failure, equipment breakdown, delays of suppliers or carriers, action of government or civil authority and acts of God or other causes beyond Printer’s control. Where production schedules are not adhered to by Customer, final prices and delivery dates are subject to change.

14. CUSTOMER-FURNISHED MATERIALS – Paper stocks, inks, camera copy, film color separations and other Customer-furnished materials shall be manufactured, packed, shipped and delivered to Printer’s specifications. Without limiting the generality of the foregoing, paper stock shall be free from grit, dirt, torn sheets, bad splices, etc., and of proper quality for the Work proposed. Additional costs due to delays, rework, impaired production, variations from Printer’s specifications and other events caused by deficiencies in Customer-furnished items shall be charged to Customer at rates determined by Printer.

15. PRINTER-FURNISHED MATERIALS – Paper, ink, and other materials and supplies to be furnished by Printer shall be based upon current costs at the time of delivery and shall be subject to availability.

16. WARRANTY – Printer warrants that the Work covered hereby shall be produced as described in the Purchase Order. Customer understands that all sketches, copy, dummies, and preparatory Work shown to Customer are intended only to illustrate the general type and quality of the Work and are not intended to represent the actual Work performed. All other warranties, whether express or implied, or arising by operation of law, course of dealing, usage of trade or otherwise, are excluded. OTHER THAN INCLUDED IN THIS PARAGRAPH, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Should any of the Work performed or furnished by Printer hereunder fail to conform to the foregoing warranty provisions (if applicable) in accordance with this offer concerning the Work, provided Customer complies with this offer, Printer shall, at its option, correct the nonconformity either by curing any defective Work or by shipping replacement goods. The foregoing remedy shall constitute Customer’s sole and exclusive remedy and a fulfillment of all of Printer’s liability with respect to any Work (including goods) covered hereby.

16. WARRANTY – Printer warrants that the Work covered hereby shall be produced as described in the Purchase Order. Customer understands that all sketches, copy, dummies, and preparatory Work shown to Customer are intended only to illustrate the general type and quality of the Work and are not intended to represent the actual Work performed. All other warranties, whether express or implied, or arising by operation of law, course of dealing, usage of trade or otherwise, are excluded. OTHER THAN INCLUDED IN THIS PARAGRAPH, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Should any of the Work performed or furnished by Printer hereunder fail to conform to the foregoing warranty provisions (if applicable) in accordance with this offer concerning the Work, provided Customer complies with this offer, Printer shall, at its option, correct the nonconformity either by curing any defective Work or by shipping replacement goods. The foregoing remedy shall constitute Customer’s sole and exclusive remedy and a fulfillment of all of Printer’s liability with respect to any Work (including goods) covered hereby.

17. PAYMENT TERMS – Payment shall be due within 30 days after date of shipment. At Printer’s discretion, sums not paid when due shall bear interest at the rate of eighteen (18) percent per annum from due date, or a late payment charge of three percent of the total invoice amount in lieu of interest, plus, in either instance, all legal fees, including attorneys fees and costs, and all other costs of collection. In addition, Printer may refuse and or delay the processing and manufacturing of Work or Work in process if Customer is delinquent on any outstanding obligations it has with Printer or if conditions arise with Customer's credit rating that puts Printer at an unacceptable economic risk. Printer may also refuse and/or delay the processing and manufacturing of Work or Work in process if Customer fails to promptly provide Printer with reasonable assurances of Customer's creditworthiness when requested by Printer. Claims for defects, damages or shortages must be made by Customer in writing within a period of ten (10) days after delivery of all or any part of the order, specifying fully the exact nature of the alleged defect, damage or shortage. Customer's failure to make such claim within the stated period shall constitute irrevocable acceptance of the Work and an admission that it fully complies with specifications and the terms and conditions of the contract. All amounts due for taxes and assessments will be added to Customer’s invoice and are the responsibility of Customer. No tax 5 exemption will be granted unless Customer’s “Exemption Certificate” (or other official proof of exemption) accompanies the purchase order. If, after Customer has paid the invoice, it is determined that more tax is due, Customer must promptly remit the required taxes to the taxing authority or immediately reimburse Printer for any additional taxes paid.

18. SECURITY - As security for payment of any sum due or to become due under the terms of any agreement, Printer shall have the right to retain possession of, and shall have a lien and security interest on, all Customer property within Printer’s possession, including Work in process and finished Work. The extension of credit or acceptance of notes, trade acceptance, or guarantee of payment shall not affect such security interest and lien. Printer may, as a result of any nonpayment of sums due it, suspend or discontinue further or other Work, declare due and payable all sums Customer is required to pay for all Work being performed or having been performed and remaining unpaid, and/or terminate other obligations to perform Work for Customer. Customer agrees that Printer may, at Printer's discretion, apply Customer's property in the possession of Printer, either through Printer's use or by sale to a third party, to offset any past-due amounts as calculated at fair market cash value.

19. LIABILITY – Printer’s liability, whether by negligence, contract or otherwise, shall be limited to the amount invoiced for the Work (or portions thereof) in dispute and shall in no event include special, consequential or incidental damages, including profits (or profits lost) whether or not such damages are caused, in whole or in part (to the fullest extent allowed by law), by any delay, failure, non-performance, negligence or breach by Printer or any subcontractor of any terms or conditions contained herein or made a part of the contract between Printer and Customer.

20. DEFENSE and INDEMNIFICATION –Customer shall defend, indemnify and hold harmless Printer of and from any and all claims, liability, loss, cost, expense and damages (including court costs and attorney’s fees) on account of any and all manner of demands, actions and proceedings that may be instituted against Printer in connection with the Work, including, but not limited to, claims alleging that (a) the Work violates any copyrights, trademarks, or any proprietary right of any person, corporation or other business entity, or that it contains any matter that is libelous or obscene or scandalous, or invades any person’s right to privacy or other right; or (b) any injury or damage to persons or property which arose or resulted from the Work as prepared in accordance with Customer’s specification (hereinafter collectively referred to as "Claims"). Customer agrees, at Customer’s own expense, to allow Printer to select counsel of its own choosing and to pay the attorney's fees and costs associated with the defense of any such Claims or, at the discretion of Printer, to itself promptly pursue, defend and continue the defense of any Claims, demands, actions or proceedings that may be brought against Printer and/or Customer, provided that Printer shall promptly notify Customer with respect thereto, and provided further that Printer shall give Customer such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.

21. CUSTOMER WARRANTIES; PRINTER’S RIGHTS –Customer warrants that the subject matter to be printed, or which otherwise becomes part of the Work, is not copyrighted by a third party and does not infringe upon the trademarks or proprietary rights of any third party. Customer also recognizes that because the subject matter does not have to bear a copyright or trademark notice in order to be protected by copyright or trademark law, absence of such notice does not necessarily assure a right to reproduce. Customer further warrants that no copyright or trademark notice has been removed from any material used in preparing the subject matter for reproduction, and the Work does not contain anything that is libelous or scandalous or anything that threatens anyone’s right to privacy or other personal or economic rights. Printer reserves the right to, in its discretion, refuse to print anything it deems illegal, libelous, scandalous, improper, immoral, offensive, or infringing upon copyright or trademark law.

22. AMENDMENT – Neither the agreement governing the Work nor any terms thereof may be terminated, amended, supplemented, waived or modified without written agreement thereto.

23. GOVERNING LAW – All rights and obligations arising out of or relating, directly or indirectly, to the subject matter hereof, to this offer or any agreement resulting therefrom, including, but not limited to, matters of formation, interpretation, construction, validity and/or performance, shall be governed by the laws of the State of Illinois applicable to contracts made and to be performed therein.

24. VENUE, JURISDICTION – THE EXCLUSIVE VENUE OF ANY SUITS OR CAUSES OF ACTION ARISING OUT OF OR RELATING, DIRECTLY OR INDIRECTLY, TO THIS AGREEMENT SHALL BE EITHER THE EIGHTEENTH JUDICIAL CIRCUIT COURT, DuPAGE COUNTY, ILLINOIS OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS CUSTOMER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS.