Terms And Conditions

Definitions and interpretation

In these Terms:

Buyer means the business, firm, or entity purchasing Goods from the Company.

Company, we, or us means Venture Display Inc., a Missouri corporation with its principal place of business at 1805 Belt Way Drive, Overland, MO 63114.

Buyer Materials means all artwork, files, logos, images, text, fonts, specifications, and other materials supplied by or on behalf of the Buyer.

Contract means the agreement between the Company and the Buyer for the sale and purchase of Goods, incorporating these Terms.

Goods means the products, printed items, hardware, and related deliverables the Company agrees to supply.

Order Confirmation means the written or electronic confirmation issued by the Company accepting an order.

Terms means these Terms and Conditions of Sale.

Business Day means Monday through Friday, excluding US federal holidays.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. “Including” means “including without limitation.”

A reference to a statute or regulation is to it as amended or re-enacted from time to time.

Application of these Terms

These Terms apply to and govern all quotations, orders, Order Confirmations, and sales of Goods by the Company, and are the entire agreement between the parties on their subject matter.

These Terms exclude all other terms. Any terms the Buyer purports to apply — whether in a purchase order, order confirmation, specification, invoice, vendor portal, or other document — are expressly rejected and do not form part of the Contract, even if the Company does not object to them and even if the Company proceeds with the order.

Each order placed by the Buyer is an offer to purchase Goods on these Terms. No order is accepted until the Company issues an Order Confirmation, at which point the Contract is formed.

Quotations are invitations to treat, are valid for 30 days unless withdrawn earlier in writing, and do not constitute an offer capable of acceptance.

No variation of these Terms is effective unless in writing and signed by an authorized officer of the Company. No employee, agent, or representative has authority to vary these Terms orally.

By placing an order through the Company’s website, the Buyer agrees that its electronic acceptance constitutes a signature and that the Contract is enforceable electronically under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

The Company may amend these Terms at any time by posting updated Terms to its website. The Terms in effect on the date of the Order Confirmation govern that order.

Trade-only sales and account eligibility

The Company sells only to businesses purchasing for resale or for use in their own business. The Buyer represents and warrants that it is not purchasing as a consumer and that the Goods are not for personal, family, or household use.

Access to pricing requires an approved trade account. The Company may approve, decline, suspend, or terminate any account at its sole discretion, and may require documentation of the Buyer’s business status.

Pricing, artwork templates, and other account-only materials are confidential to the Buyer and may not be shared, published, or disclosed to third parties.

The Buyer is responsible for all activity under its account credentials and must notify the Company promptly of any unauthorized use.

Prices, taxes, and duties

The price for Goods is the price stated in the Order Confirmation. Prices are quoted in US dollars.

Prices are exclusive of all sales, use, excise, and similar taxes. The Buyer is responsible for all such taxes unless it provides a valid, properly completed resale or exemption certificate for the applicable jurisdiction before the order ships. The Buyer will reimburse the Company for any tax, interest, or penalty assessed as a result of an invalid, expired, or inapplicable certificate.

Unless the Order Confirmation states otherwise, prices are exclusive of shipping, insurance, customs duties, tariffs, brokerage, and import fees.

Where Goods are imported, the Company will act as importer of record unless otherwise agreed in writing. The Company reserves the right to pass through to the Buyer any newly imposed or increased duty, tariff, antidumping or countervailing duty, customs charge, or similar governmental levy that takes effect after the date of the Order Confirmation and applies to the Goods, on written notice. The Buyer may cancel any affected, unshipped order within 5 Business Days of that notice without penalty.

The Company may correct manifest pricing errors — including errors in an online quotation or calculator — at any time before shipment, and will notify the Buyer, who may then cancel the affected order.

Payment

Unless credit terms are agreed in writing, payment is due in full in US dollars before production begins.

Where credit terms are granted, payment is due net 30 days from invoice date. Time of payment is of the essence.

Payment is not deemed made until the Company receives cleared funds.

Past-due amounts bear interest at 1.5% per month, or the maximum rate permitted by applicable law if lower, from the due date until paid in full.

The Buyer will pay the Company’s reasonable costs of collection, including attorneys’ fees and court costs, on any past-due amount.

The Buyer will pay all amounts in full without set-off, deduction, counterclaim, or withholding of any kind.

If the Buyer fails to pay any amount when due, or if the Company reasonably believes the Buyer’s creditworthiness has become impaired, the Company may suspend production and shipment, require prepayment or other assurances, revoke credit terms, and declare all outstanding amounts immediately due.

All amounts become immediately due on termination of the Contract for any reason.

Buyer Materials, artwork, and specifications

The Buyer will supply print-ready artwork meeting the Company’s published artwork requirements, together with complete and accurate order details, in a timely manner. The Company is not obliged to begin production until it has received all required materials and information.

The Company does not proof, check, or correct Buyer Materials unless expressly agreed in writing. The Company prints from the files supplied and is not responsible for errors in the Buyer Materials, including spelling, grammar, layout, color build, resolution, sizing, orientation, or content.

Where artwork supplied is not print-ready and the Company undertakes pre-press work to make it usable, the Company may charge for that work at its then-current rate, currently [$XX] per half hour, per file and per size required. The Company will notify the Buyer before incurring material pre-press charges where practicable.

Dimensions and tolerances. The Buyer will specify the finished size, including any hem, pocket, or silicone edge allowance. The Company will use commercially reasonable efforts to achieve the specified dimensions, and the Buyer accepts finished dimensions within a tolerance of 2% of the specified width and height. Where Goods are to be installed into a tension or frame system requiring a tighter tolerance, the Buyer must specify that tolerance in writing at the time of order and it is effective only if accepted in the Order Confirmation.

Color. Best color matching is achieved when the Buyer specifies coated Pantone references for designated areas of solid color. Where the Buyer does not, the Buyer accepts the colors produced by the Company’s standard print-from-file process. The Buyer acknowledges that color reproduction varies between substrates, production runs, monitors, and proofs, and that exact color matching cannot be guaranteed. Reasonable variation in color is not a defect.

Samples and test prints. Where the Buyer requests a sample or test print before authorizing production, the Company will supply it at its then-current charge plus shipping. The Company may, at its sole discretion, credit that charge in whole or in part against a subsequent order for the sampled Goods.

Buyer warranties and indemnity for Buyer Materials. The Buyer represents and warrants that it owns or holds all necessary rights, licenses, consents, and permissions in the Buyer Materials, and that the Company’s reproduction of them will not infringe or misappropriate any copyright, trademark, trade dress, patent, right of publicity or privacy, or other right of any person, or violate any law. The Buyer will indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Buyer Materials or their reproduction. This indemnity survives termination.

Promotional use. The Company will not use the Buyer Materials, or images of the Buyer’s finished Goods, for marketing or promotional purposes without the Buyer’s prior written consent.

The Company may delete or dispose of Buyer Materials 12 months after the relevant order and gives no undertaking to archive or retain files. The Buyer is responsible for maintaining its own copies.

Production, lead times, and quantities

Stated production and lead times are estimates only. Time is not of the essence for delivery, and the Company is not liable for any delay in production, shipment, or delivery.

Lead times run from receipt of a complete order, print-ready artwork, and cleared payment or approved credit, whichever is later.

The Company may deliver Goods in installments and invoice each installment separately. A defect or delay in one installment does not entitle the Buyer to cancel any other installment.

Once production has begun, an order may not be canceled or changed except with the Company’s written agreement. Where the Company agrees, the Buyer is responsible for all costs incurred and work performed to that point, including materials, ink, machine time, labor, and any custom hardware ordered.

Shipping, delivery, and risk of loss

Unless otherwise agreed in writing, delivery terms are F.O.B. the Company’s designated shipping point. Title (subject to Section 10) and risk of loss pass to the Buyer on delivery of the Goods to the carrier.

The Company ships blind as standard: shipments carry no Company branding, and no Company documentation, pricing, or promotional material is included. The Buyer is responsible for supplying correct recipient details for blind shipments.

The Buyer is responsible for the accuracy of all delivery addresses and recipient information. Charges arising from incorrect addresses, redelivery, refused delivery, or address correction are for the Buyer’s account.

If the Buyer fails to accept delivery, or the Company is unable to deliver because the Buyer has not met its obligations, the Company may store the Goods at the Buyer’s risk and expense, and payment remains due as if delivery had occurred.

Where a shipment arrives visibly damaged or short, the Buyer must note the damage or shortage on the carrier’s delivery record at the time of delivery and notify the Company within 5 Business Days. Failure to do so may prevent a carrier claim and will be treated as acceptance of the Goods as delivered.

Inspection, acceptance, and rejection

The Buyer must inspect all Goods promptly on receipt and before installation, display, or use. Inspection should cover substrate, color, print quality, dimensions, finishing, and, where applicable, appearance when backlit.

If the Buyer believes the Goods do not conform to the Contract, it must give the Company written notice specifying the alleged nonconformity within 5 Business Days of delivery (a “Rejection Notice”), together with photographic evidence sufficient to show the alleged defect.

If the Buyer does not give a Rejection Notice within that period, or installs, displays, resells, alters, or otherwise uses the Goods, the Goods are deemed accepted and the Buyer waives any claim of nonconformity.

Where Goods are installed or displayed before inspection, all costs of removal, reinstallation, lost media value, and any related third-party claims are the Buyer’s sole responsibility, whether or not the Goods are subsequently found to be nonconforming.

Following a valid Rejection Notice, the Buyer will, at the Company’s request, return the Goods to the Company for inspection. The Company may also inspect the Goods in situ. Credit or replacement is issued only after the Company has received and inspected the returned Goods, and the Company is not obliged to reprint before receiving them where color or print quality is the alleged defect.

The Company’s sole obligation, and the Buyer’s exclusive remedy, for nonconforming Goods is, at the Company’s option, repair, replacement, or refund of the price paid for the affected Goods.

Security interest

Title to the Goods passes to the Buyer on delivery to the carrier, subject to this Section 10.

The Buyer grants the Company a purchase-money security interest in all Goods supplied, and in the proceeds of them, to secure payment in full of the purchase price and all other amounts owed by the Buyer to the Company.

The Buyer authorizes the Company to file such UCC financing statements and other documents as the Company considers necessary to perfect and maintain that security interest, and will promptly execute any further documents the Company reasonably requests.

Until payment in full, the Buyer will keep the Goods insured and free of any lien, charge, or encumbrance other than the Company’s security interest.

On default by the Buyer, the Company may exercise all rights and remedies of a secured party under the Uniform Commercial Code and applicable law, including the right to take possession of the Goods.

Limited warranty

The Company warrants that, at the time of delivery, the Goods will be free from material defects in workmanship, and will conform in all material respects to the specifications set out in the Order Confirmation, subject to the tolerances and color variation described in Section 6.

Where the Company is not the manufacturer of hardware or components, the Company will pass through to the Buyer the benefit of any manufacturer’s warranty to the extent it is permitted to do so, and gives no independent warranty on those items.

Unless otherwise stated in writing, the warranty period is 12 months from the date of invoice for Goods used in the location and application notified to the Company at the time of order.

The Company gives no warranty and has no liability where:

the Buyer did not notify the Company of the intended use and location at the time of order, or used the Goods in a different application or environment;

the Buyer specified a material or specification the Company advised was unsuitable for the intended use;

the defect results from fair wear and tear, UV or weather exposure, airborne pollution, wind damage, improper installation, misuse, accident, neglect, or failure to follow the Company’s care, storage, installation, or maintenance instructions or good trade practice;

the Goods have been altered, repaired, or reprinted by anyone other than the Company; or

the Buyer continues to use the Goods after notifying the Company of the alleged defect.

Textile and outdoor Goods are consumable items with a finite service life that varies with climate, exposure, and hours of use. Fading, softening, and gradual color change over time are normal characteristics and are not defects.

The Buyer must give written notice of any warranty claim promptly and in any event within 5 Business Days of discovering, or of when it should reasonably have discovered, the defect, and must give the Company a reasonable opportunity to inspect the Goods.

The remedies in Section 9.6 are the Buyer’s sole and exclusive remedies for breach of this limited warranty.

Disclaimer of warranties

Except for the limited warranty expressly set out in section 11, the goods are provided “as is,” and the company disclaims all other warranties, express, implied, or statutory, including any implied warranty of merchantability, any implied warranty of fitness for a particular purpose, and any warranty arising from course of dealing, course of performance, or usage of trade. No advice or information given by the company or its representatives creates any warranty.

The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made by or on behalf of the Company that is not set out in the Contract.

Limitation of liability

In no event will the company be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, cost of substitute goods, cost of removal or reinstallation, or lost media or advertising value, arising out of or relating to the contract or the goods, whether based in contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not the company has been advised of the possibility of such damages.

The company’s total aggregate liability arising out of or relating to the contract or the goods will not exceed the amount actually paid by the buyer to the company for the specific goods giving rise to the claim.

The limitations in this Section 13 apply to the fullest extent permitted by applicable law and survive any failure of essential purpose of any limited remedy. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

The Buyer acknowledges that the price of the Goods reflects the allocation of risk set out in these Terms, and that the Company would not supply the Goods at that price without these limitations.

Intellectual property

The Buyer retains all rights in the Buyer Materials, and grants the Company a non-exclusive, royalty-free license to use, reproduce, adapt, and store the Buyer Materials to the extent necessary to fulfill the order.

The Company retains all rights in its own pre-existing materials, templates, artwork specifications, tooling, processes, know-how, and any deliverables it develops, and licenses them to the Buyer non-exclusively and free of charge only to the extent necessary to make reasonable use of the Goods. That license terminates with the Contract.

Nothing in the Contract transfers ownership of any intellectual property.

Confidentiality

Each party will keep confidential all non-public technical, commercial, and pricing information disclosed by the other, and will use it only to perform the Contract.

The Company treats the identity of the Buyer’s customers, and any end-client details supplied for blind shipping, as confidential, and will not use them to solicit business directly.

Confidential information may be disclosed to employees, professional advisers, and subcontractors who need it to perform the Contract, and as required by law, court order, or regulatory authority.

This Section survives termination.

Termination and default

Either party may terminate the Contract immediately on written notice if the other party:

fails to pay any amount when due and does not cure within 7 days of written notice;

commits a material breach and, if curable, does not cure it within 30 days of written notice; or

becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or files or has filed against it a petition under the US Bankruptcy Code that is not dismissed within 60 days.

On termination, all outstanding invoices and amounts for Goods supplied but not yet invoiced become immediately due and payable.

Sections 4, 5, 6.7, 9, 10, 12, 13, 14, 15, 17, and 19 survive termination, together with any provision that by its nature should survive.

Force majeure

The Company is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, severe weather, war, terrorism, riot, civil unrest, epidemic or pandemic, government action or restriction, changes in law, embargo, tariff or customs action, labor dispute, shortage or unavailability of materials, utility or transportation failure, carrier delay, cyberattack, or failure of subcontractors or suppliers.

If a force majeure event continues for more than 60 days, either party may terminate the affected order on written notice, and the Company will refund amounts paid for Goods not shipped.

Assignment, notices, and general

The Company may assign or subcontract the Contract or any part of it. The Buyer may not assign the Contract without the Company’s prior written consent.

Notices must be in writing and sent to the Company at 1805 Belt Way Drive, Overland, MO 63114 or sales@venturedisplay.com, and to the Buyer at the address or email on its account. Notices are deemed received on the day of hand delivery, on the second Business Day after mailing, or on the Business Day of transmission if sent by email before 4:00 p.m. recipient’s local time.

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions continue in full force.

No failure or delay by the Company in exercising any right is a waiver of it, and no waiver of any breach is a waiver of any subsequent breach.

The parties are independent contractors. Nothing in the Contract creates a partnership, joint venture, agency, or employment relationship.

The Contract does not confer any rights on any person who is not a party to it, and there are no third-party beneficiaries.

The Contract, together with the Order Confirmation and the Company’s published artwork requirements, is the entire agreement between the parties and supersedes all prior discussions and representations.

Governing law, venue, and disputes

The Contract and any dispute arising out of or relating to it are governed by the laws of the State of Missouri, without regard to its conflict-of-laws rules.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in ST. LOUIS COUNTY, Missouri, and waive any objection to venue or forum in those courts.

Each party knowingly and voluntarily waives any right to a trial by jury in any action arising out of or relating to the contract or the goods.

Any action arising out of or relating to the Contract or the Goods must be commenced within one year after the cause of action accrues, or it is permanently barred, to the extent permitted by applicable law.

In any action to enforce the Contract, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.