Superior Terms and Conditions for Online Sales

THE INFORMATION CONTAINED HEREIN SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED FOR HEREBY. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; (C) HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT YOU REPRESENT, IF ANY, TO THESE TERMS AND CONDITIONS; AND (D) ARE NOT PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.

1. Applicability of Terms and Conditions for Online Sales. These terms and conditions for Online Sales (the “Online Sales Terms”) shall apply to your purchase of products and related services from Superior Printing, Inc. d/b/a Superior, formerly Superior Press, a California Corporation (hereinafter referred to as “Company”, “we” “us,” or “Superior”) through https://www.superiorpress.com/ (the "Site"), including those for solutions available at https://www.superiorpress.com/treasury-management-solutions and products available at https://www.superiorpress.com/treasury-management-products (together, the solutions and products may be referred to as the “Offerings”), unless and only to the extent that different terms apply pursuant to a separate written agreement between you and the Company. The Online Sales Terms are subject to change at any time without prior written notice by the Company. The most recent version of these Online Sales Terms shall be posted for your review at any time on the Site. Please review these Online Sales Terms in their entirety prior to engaging in any transaction on the Site. Your continued use of the Site and/or the placement of any order for an Offering from the Site after any posting of updated Online Sales Terms (which shall be dated as of their most recent update) shall constitute your acceptance of and agreement to any changes therein made.
    
   1. Changes to Site and Offerings. We may make changes to the content and Offerings at the Site, including the prices and descriptions of any Offerings at any time without notice. Although the Company works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Offerings available on the Site. Further, we make no guarantees as to the availability of any Offerings listed on the Site, and we make no commitment to update the content and Offerings.
      
      
   2. Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur due to events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
      
   
   
2. Privacy Policy and Website Terms of Use. Please review our Privacy Policy and Website Terms of Use, which can be found at the following addresses respectively: https://www.superiorpress.com/privacy-policy/ and https://www.superiorpress.com/terms-and-conditions/. The Privacy Policy governs our processing of all personal information that we may collect from any person through the use of our Site. The Website Terms of Use govern your use of our Site in general.
   
   
3. Online Orders. When placing an order on our Site, you are effectively offering to purchase whatever Offerings you select. We reserve the right to accept or reject any order (in whole or in part) in our own discretion. Should we elect to accept your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding the foregoing, we reserve the right to cancel any order once accepted by us (as evidenced by a confirming email) at any time in our sole discretion.
   
   
4. Payment
   1. Prices and Fees. If you choose to purchase one or more of the Offerings provided on our Site, you agree to pay all fees associated with the Offerings. Prices and fees are listed in Superior catalogs and on the Site and are subject to change without notice at any time by us in our sole discretion. You will be responsible for the prices stated at the time of your transaction, as well as any: (i) sales, use, excise, and related taxes; and (ii) shipping and handling charges. Payment is due at the time of shipment. Payment may be made with a valid credit, debit card, use of a bona-fide electronic payment provider, or by Automated Clearing House (ACH). To make payment by ACH, please call (888) 234-9425. By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation. You agree to provide us with accurate and complete billing information, including valid payment information, your name, address and telephone number, and to provide us with any changes to the foregoing as soon as possible.
      
      
   2. Overdue Amounts. If, for any reason, your payment method is declined for the Offerings you have purchased, you agree that we may, at our option, suspend or terminate performance or delivery of Offerings and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
   
   
5. Shipping Information. It is our responsibility to ship your accepted order to you at the address you provide when making the order. Shipping terms are F.O.B. Santa Fe Springs, California. You will be responsible for all associated shipping & handling charges. We shall not be liable for handling or customs charges for shipments outside the United States, and such expenses are your responsibility. While we agree to use reasonable efforts to meet the shipping and delivery dates provided online, delivery times are estimates only and we shall not be responsible for any delays in shipments.
   
   
6. Returns. No product may be returned without the prior authorization of Superior. Authorization for the return of a product must be requested no later than thirty (30) days after the date of order for the product. To request authorization for a return, call (888) 590-7998.
    
   1. Claim of Defective Product. If authorization for the return of a product is granted on the basis of a customer claim that the product is defective, Superior shall determine, in its sole discretion after examination of the returned product, whether the claim of defect is justified. If the claim is deemed to be justified, we will replace the product without additional charge, and will ship the replacement product to you at our expense. If the claim is deemed to be unjustified, the original product will be reshipped to you at your expense. In either case, you will remain liable for the purchase price of the product.
      
      
   2. Customer Error. If authorization for the return of a product is granted on the basis of a customer error, the product shall be returned to us at your expense. We have the sole and absolute discretion to determine whether to issue a credit for a product returned due to customer error, and there is no guarantee that a credit will be approved. The product must be completely intact and in its original packaging in order for you to receive a credit.

You bear the risk of loss or damage during shipment (other than when returning non-conforming or defective merchandise) and as such, you are advised to obtain appropriate insurance. We will credit you the cost of the returned product, less a restocking charge. The original cost of shipping the product to you will not be refunded. Your refund will be credited back to the same payment method used to make the applicable purchase.

7. Intellectual Property License/Ownership. Certain Offerings provided by Superior are offered solely for license, and not actually for sale to you or any third party. Your use, therefore, shall be subject at all times to the terms of the license agreement applicable to any such Offerings (including without limitation those terms that pertain to use restrictions, confidentiality obligations, copying, distribution, sublicensing, reverse engineering, and modifications). The applicable license agreement(s) will be provided to you as necessary with your purchase of the applicable Offering. Additionally, you understand and acknowledge that the manufacturer (as well as its third-party licensor(s), as applicable), will remain the sole and exclusive owner of all intellectual property rights in any such Offerings available for license (and any related documentation, instructions, or other materials provided therewith), subject to your limited license to use the Offerings pursuant to the terms hereof and the applicable license agreement(s). For clarification, you will not acquire ownership rights in and to the intellectual property rights incorporated in any Offering that is for license only.
   
   
8. Representations & Warranties.
   1. Buyer's Representations and Warranties. You represent and warrant to us as follows: (i) that you have the right to enter any transaction contemplated for hereby without violating these Online Sales Terms, our Website Terms of Use, our Privacy Policy, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the Offerings provided hereunder exactly as authorized and never in any way that would violate any applicable law or third party right of any kind; and (iii) that you are buying the Offerings from the Site for solely your own use, and not for resale and/or export.
      
      
   2. Manufacturer’s Warranty and Company’s Disclaimers. We do not manufacture certain of the Offerings we provide, and instead certain of our Offerings are manufactured by a third party (“Third Party Offering”). Subject to applicable law, and unless provided otherwise in writing, WE ARE PROVIDING THIRD PARTY OFFERINGS TO YOU “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. COMPANY MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY OFFERING, INCLUDING ANY (1) WARRANTY OF MERCHANTABILITY; (2) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (3) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Third Party Offerings may, however, be covered by a manufacturer's warranty as may be detailed in any product's description on our Site or as may be included with our delivery of such Offering. You can avail yourself of any of the manufacturer's warranties by following the instructions provided in their warranty agreement[s]. You acknowledge and agree that under no circumstances shall we be liable for any breach of the manufacturer's warranty claims and/or for any loss or damages that may arise out of the manufacturer's failure to honor its warranty obligations to you.
      
      
   3. Disclaimer of Warranties by Company. ALL OFFERINGS PROVIDED BY COMPANY ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE BASIS.” COMPANY GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, PRODUCTIVENESS, OR ANY OTHER MATTER, OF ANY OFFERINGS WHICH THE COMPANY PROVIDES. COMPANY DOES NOT WARRANT IN ANY FORM THE RESULTS OR ACHIEVEMENTS OF THE OFFERINGS PROVIDED UNDER THIS AGREEMENT. COMPANY ONLY WARRANTS THAT THE SERVICES WILL BE PERFORMED BY QUALIFIED PERSONNEL IN A PROFESSIONAL AND WORKMANLIKE MANNER IN ACCORDANCE WITH GENERALLY ACCEPTED INDUSTRY STANDARDS AND PRACTICES. COMPANY SHALL BE IN NO WAY RESPONSIBLE FOR THE PROPER USE AND SERVICE OF THE OFFERINGS PROVIDED HEREUNDER.
      
      
9. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL COMPANY'S OBLIGATION OR LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE YOU PAID ON THE SITE FOR ANY OFFERINGS. ADDITIONALLY, IN NO EVENT SHALL COMPANY BE LIABLE UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.  
   
   
10. Third Party Beneficiaries. These Terms are for your sole benefit 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.
    
    
11. Force Majeure. Company shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind.
    
    
12. Assignment. Company may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void.
    
    
13. Severability. In the event that any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
    
    
14. Governing Law. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws principles.
    
    
15. No Waivers. Our failure to enforce any of our rights hereunder will not constitute a waiver of our right to make such enforcement in the future, subject to applicable law.
    
    
16. Notices. We may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) posting them on the Site. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time through any of the methods indicated at https://www.superiorpress.com/contact-us.
    
    
17. Entire Agreement. These Terms, along with any order confirmation emails for purchase of Offerings, any instructions that we provide you with relating to any Offering you obtain from us through the Site (including without limitation any license agreement), and our Site's "Terms of Use" and "Privacy Policy," shall, collectively, be deemed a final and integrated agreement between you and us with respect to the subject matter hereof.