All quotes provided by FIDELIS for any of its services including but not limited
to data processing, mailing and fulfillment, are subject to these terms and conditions:
- QUOTATIONS: All quotes are subject to acceptance within 30 days. Quotations are
based on the cost of services, labor and materials on the date of the quote. If
changes occur in cost of materials, labor, or other costs prior to acceptance, or
if the customer requires changes in the work schedule subsequent to acceptance,
the right is reserved to change the price quoted. Subsequent orders will be subject
to price revision if required. Quotations do not include applicable taxes, shipping
costs or deliveries unless specifically stated. Quotations are only valid when in
- CANCELLATION: Orders may be canceled by the customer at any time by notice in writing
or via e-mail with the understanding that FIDELIS will be compensated in full for
any work or services performed prior to cancellation, plus the cost of any goods
or services purchased for the order. In addition, because FIDELIS’s services require
advance scheduling of equipment and labor which often cannot be replaced by other
jobs, FIDELIS reserves the right to assess a cancellation fee to reflect the opportunity
cost associated with an order or any part therof being canceled.
- ALTERATIONS/SPECIFICATIONS: Prices quoted herein are based upon FIDELIS’s understanding
of the client specifications submitted. If there is a change in specifications or
instructions to the original quotation and these changes result in additional costs,
the work performed will be billed at the current or minimum rates, and the completion
date of the order may be delayed.
- VERBAL ORDERS: Written or e-mail orders are strongly recommended. Verbal orders
are accepted with the provision that the final specifications will be those faxed
or mailed and understood by FIDELIS at the time the work was started.
- POSTAGE: Quotations do not include postage. FIDELIS will notify the customer in
writing or by e-mail of the required postage as soon as this amount is known and
will notify the customer of the date when the postage is needed in order to complete
any mailing required by the order prior to the agreed upon mailing date. While FIDELIS
will make every effort to provide the customer with an accurate estimate of required
postage, FIDELIS is not responsible for additional postage charges if the rate of
postage changes due to the design of the mail piece. Payment of postage in advance
is required on all orders and is the responsibility of the customer. FIDELIS reserves
the right to hold mailings for which sufficient postage has not been paid or until
postage payment has been verified. The customer will provide the postage payment
in adequate time for FIDELIS to complete the mailing prior to the previously agreed
upon mail date.
- ACCEPTANCE OF ORDER AND CUSTOMER’S WARRANTY: Customer warrants and represents that
all materials provided by it for mailing complies with all state and U.S. federal
laws, including but not limited to laws concerning, privacy, obscenity, pornography,
libel and slander, advertising, and intellectual property. Customer understands
that FIDELIS has no obligation or duty to review or inspect customer’s materials
for compliance with any state or federal laws. Notwithstanding anything to the contrary
above, FIDELIS reserves the right to refuse to complete any order at any time, including
any required mailing, if it involves copy, photographs or illustrations of any kind
that in FIDELIS’s sole judgment is an invasion of privacy, is degrading, libelous,
unlawful, profane, obscene, pornographic, tends to ridicule or embarrass, or is
in bad taste, or which in FIDELIS’s sole judgment is an infringement on a trademark,
or trade name, or service mark, or copyright belonging to others.
The customer will defend and hold FIDELIS harmless in any suit or court action brought
against FIDELIS by others for alleged damages, costs, expenses (including reasonable
attorney’s fees), liabilities or losses resulting from circumstances where FIDELIS,
acting as the customer’s agent, uses copy, photographs, or illustrations that are
believed by others to be degrading, libelous or harmful to their reputations, images,
or standing in the community or which in FIDELIS’s sole judgment is an infringement
on a trademark, trade name, service mark, or copyright belonging to others, or for
any customer advertising that is considered false, misleading or fraudulent, or
in a suit or court action brought against FIDELIS for actions of the customer’s
employees which may occur as a result of any mailing.
- MAILING LISTS: Customer’s mailing list(s) in FIDELIS’s possession, for storage or
otherwise, is the exclusive property of the customer and shall be used only at the
customer’s instructions. FIDELIS shall provide reasonable and prudent protection
against the loss of a customer’s list, in much the same manner that the customer
would itself. This includes adequate backup procedures for all files and programs.
FIDELIS shall pay for the cost of replacing such lists in the event of systems failure,
loss by fire, vandalism, theft, or other such causes (excluding destruction of the
list due to customer’s negligence or willful misconduct), provided that the customer
has a duplicate list or has the source material from which the list was complied,
and then only to the extent of the costs involved in replacing the lost list. FIDELIS
shall not be liable for compiling such lists nor for an intangible or special value
attached thereto, or for any incidental or consequential damages.
FIDELIS is not responsible for the accuracy or integrity of lists or other data
supplied by the customer or a list broker. Unless otherwise specified in writing
in advance, all rented mailing lists are provided on a one-time use basis.
- MATERIALS: FIDELIS assumes in all quotations that all material provided will permit
efficient handling on automated equipment and meets equipment manufacturer’s published
specifications. Materials furnished that are within manufacturer’s specifications,
but which are not up to acceptable operational standards due to poor folding, facing,
trimming, packing, sticking together of material, insufficient leeway between enclosures
and envelopes, square envelope flaps or other causes, will be subject to pricing
at special rates. Customer will be notified when a deficiency is discovered and
approval will be obtained for handling at special rates before proceeding with work.
A new delivery schedule may result when deficient materials are used.
Unless otherwise expressly agreed in writing, FIDELIS is not responsible for identifying
errors in preprinted copy on customer-furnished materials and assumes no liability
for damages resulting from the mailing of materials which contain erroneous information.
When performing mailings for not-for-profit customers, FIDELIS is not responsible
for content in mailed materials which causes a customer to lose their non-profit
All direct mail handling and processing involves spoilage. Spoilage of up to three
(3) percent of customer’s material is typical. Allowances for spoilage should be
taken into consideration in ordering material. Every effort will be made to handle
customer’s material with frugality and to prevent undue spoilage. Nevertheless,
FIDELIS cannot accept responsibility for shortages of material as a result of normal
spoilage in processing. All stock and materials belonging to a customer will be
held and stored only at the customer’s risk, and the customer shall be responsible
for insurance on their material.
Printer delivery tickets must accompany the material delivered and should show the
number of skids or cartons, the quantity per skid or carton and the total delivery
quantity. Each incoming carton or skid must bear an identity, item code, quantity
and a sample clearly visible. Each skid should have only one material version, unless
clearly marked and separated. Multiple items should not be included within a single
carton, skid or container unless noted thereon and on accompanying paperwork. FIDELIS
will apply a surcharge for any rework necessary for materials received not meeting
FIDELIS accepts printers’ count until processing and assume no responsibility for
shortages discovered at that time. Additional charges will apply if customer requires
FIDELIS to verify printer’s counts prior to processing. Customer is expected to
provide FIDELIS with sufficient inventory or adequate sources of supply to meet
anticipated demand. Cost for backorders, delay notices, canceled orders and increased
customer service resulting from out of stock conditions will be billed additional
Collect shipment will be accepted by FIDELIS only if clearance is obtained in advance,
and a service charge will be added to the actual freight charges. FIDELIS is not
responsible for the condition of shipped overs, unless customer has been billed
for packing and/or shipping.
Customer retains title to and the insurable interest in its materials. Because of
this, FIDELIS is held harmless for acts not of its doing that create losses. It
is the responsibility of FIDELIS to carry insurance to protect against acts or negligence
on the part of its employees in the normal course of business. If specific additional
insurance coverage is desired, such coverage must be specified by agreement or by
separate insurance rider and premium. In such instances, the liability for losses
will be limited to the agreed upon insurance amount.
- LABELS: Paper labels must be within equipment manufacturers’ published specifications
for labeling equipment. For paper labels as well as those which are electronically
generated, quoted prices assume that label placement will be in the position most
advantageous to production speed or additional charges will be billed.
- INSERTING SEQUENCE: Effort will be made to insert material in the sequence and facing
the direction the customer requests, but quoted prices assume the most advantageous
production speeds. Specified sequence or facing may result in additional charges
- OVERAGES: The customer must advise FIDELIS, in advance of the job, the disposition
of overs. Overs may be returned to the customer, stored or destroyed. If items are
stored or returned, applicable storage and delivery charges will be added. Additionally,
at FIDELIS’s option and without liability to FIDELIS, material may be automatically
destroyed after 60 days if customer has failed to respond to a disposition request
or failed to pay for storage starting 30 days after the mail date. Premium storage
rates may be applied to old materials or materials for which disposition has not
- DELIVERY SCHEDULES: FIDELIS will make every reasonable effort to meet scheduled
delivery and mailing date(s), but because of the many factors outside its control,
accepts no liability for failure to meet scheduled date(s). In addition, FIDELIS
has no control over U.S. Postal Service, United Parcel Service or common carriers’
delivery scheduled and cannot guarantee when mail or shipments deposited with or
released to these carriers will be delivered. The customer shall accept the date
which mail or shipments were deposited with or released to these carriers as the
date of delivery.
All orders are accepted contingent to fire, accident, acts of God, mechanical breakdown
or other causes beyond FIDELIS’s control. Sine the time element is an integral part
of FIDELIS’s business, quoted prices are based upon a specific set of time schedules
for completion. Any requested deviation from the schedules described or agreed upon
by both parties at commencement of order may alter the quoted price. Late material
may affect the completion date of the order by a greater degree than the actual
elapsed time the material is late.
- ERRORS IN MAILING: FIDELIS shall be liable only to the extent of remailing a correction
or corrected job as soon as possible to rectify the mistake. Damages shall be limited
to the value of the work performed. In no case is FIDELIS liable for loss of business;
incidental or consequential damages; or costs in excess of billing for services
related to the specific job.
- DELINQUENT INVOICES: If money is owed FIDELIS, FIDELIS may, at its option, withhold
future work and/or hold the customer’s list, printing or other property against
payment of delinquent invoices. “Delinquent” is defined as “past the agreed or specified
payment date.” After suitable credit has been established, unless otherwise specified
in writing by FIDELIS, terms are net with interest as allowed by law applied to
delinquent invoices. Customers are responsible for any related collection costs,
legal fees and interest.
- BROKER/AD AGENCY/RESELLER: When contracting with an intermediary such as a broker,
ad agency or reseller for work on behalf of their clients, FIDELIS will hold the
intermediary fully responsible for timely payment of invoices and for related collection
costs, legal fees and interest. This will be done without regard to whether the
intermediary has been paid by their client for services rendered.
- FORCE MAJEURE: Neither party shall be responsible for any delay or failure in performing
any part of this Agreement when it is caused by fire, flood, explosion, war, strike,
embargo, government requirement, civil or military authority, act of God or other
similar causes beyond its control (each hereinafter called a “Condition”). If any
Condition occurs, the party delayed or unable to perform shall give immediate notice
to the other party, and the party affected by the other’s delay or inability to
perform may elect to terminate the agreement and/or any affected order, or delay
performance of the agreement and/or such order until the Condition ceases.
- MEDIATION/ARBITRATION/VENUE/CHOICE OF LAW: Without limiting either party’s right
to seek appropriate injunctive relief, any controversy or claim or dispute arising
out of or relating to this agreement or the breach, termination, enforcement, interpretation
or validity thereof (“Disputed Matter”) shall be handled pursuant to the following
In the event of any Disputed Matter, the parties agree that upon written notice
of such Disputed Matter sent by one party to the other, the parties will mediate
the Disputed Matter for a period of up to thirty (30) days. The parties may choose
either institutional or informal means to mediate, and must mediate in good faith.
If prior to the end of the mediation period as set forth in the section above it
appears that mediation would be fruitless, a party may notify the other party in
writing of its intent to arbitrate the Disputed Matter. Such notice extinguishes
the obligation to mediate.
Any arbitration conducted pursuant to this Agreement shall be administered by the
American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration
Rules then in effect. Arbitrators shall be selected by the following procedure:
each party to this Agreement shall nominate an arbitrator. The parties shall nominate
arbitrators who are qualified, unbiased, and unaffiliated with the nominating party.
Within ten (10) business days, each party shall either accept or object to the opposing
party’s nominated arbitrator. Objections shall be exercised in good faith. If a
party’s nomination is objected to, then that party shall nominate another arbitrator.
The other party shall again have the right to accept or object to the opposing party’s
nominated arbitrator. If at that point the party has not accepted the second nomination,
then the matter shall be turned over to the AAA, which shall appoint the party’s
arbitrator. Once each party has either accepted the other party’s nomination of
an arbitrator, or the AAA has appointed either or both of the arbitrators, then
those two arbitrators shall confer in good faith to select a third arbitrator. Those
two arbitrators shall select the third arbitrator as soon as practicable. The third
arbitrator shall serve as the Chief Arbitrator of the arbitration panel.
All arbitration proceedings shall occur in Hackensack, New Jersey, unless the parties
The award shall state the reasons supporting the award. Judgment on the award may
be entered in any court of competent jurisdiction.
The arbitration panel’s authority is limited to awarding actual damages. The arbitration
panel shall have no authority to impose punitive or exemplary damages, or to issue
injunctive relief, except to the extent allowed by the applicable rules.
The laws of the State of New Jersey, U.S.A., without regard to its choice of law
provisions, shall govern the validity, construction, interpretation and performance
of this agreement. Each Party irrevocably agrees that jurisdiction and venue for
any proceedings involving this Agreement shall be in the appropriate state court
in Bergen County, New Jersey, U.S.A or the federal court in Newark, New Jersey.
Customer hereby irrevocably (a) consents to the jurisdiction and venue of the courts
of the State of New Jersey, U.S.A., including federal and state courts located therein,
in any action arising under or relating to this agreement, and (b) waives any and
all jurisdictional defenses including, but not limited to, forum non conveniens
that customer may have to the institution of any such action in any such court.
- Agent/Contractor Liability
Every right, defense and exemption contained in this Agreement applicable to FIDELIS,
including but not limited to limitations of liability, mediation and arbitration
requirements, will apply to any claims relating to the performance of this agreement
made against any person, including but not limited to FIDELIS’s employees, servants,
agents (disclosed or undisclosed), and any direct or indirect independent contractors
thereof, whose services are used to perform this agreement
- ENTIRE AGREEMENT: This agreement and any order placed hereunder shall constitute
the entire agreement between FIDELIS and customer with respect to the subject matter
hereof. Any amendment or modification to these terms or any duly executed order
placed hereunder shall not be valid, enforceable or binding on the Parties unless
such amendment or modification shall be in a written instrument duly executed by
the authorized representatives of both Parties.