General Terms and Conditions for Services and Goods

Last Updated: 10.21.2021

These service terms and conditions ("Terms") are the only terms that govern the provision and supply of Services and Consumables and other goods (Consumables and other goods are referred to as "Goods" in these Terms) by Metas LLC ("Metas") or an authorized Service Provider ("Service Provider") to the Customer ("Customer") referenced in that certain Managed Label Services® Agreement between Metas or Service Provider (as applicable) and Customer. References to "Service Provider" in these Terms are only applicable if Customer has entered into a Managed Label Services Agreement with a Service Provider, as an authorized reseller. The Managed Label Services Agreement® (and any documents incorporated into and made a part thereof) and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications. These Terms prevail over any of Customer's general terms and conditions regardless of whether or when Customer submits any request for proposal, order, or terms. Provision of services or goods to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms. These Terms do not apply to any label production or converting equipment that Service Provider or Metas may sell, lease, or provide to Customer under a separate agreement between Service Provider or Metas and Customer, and such equipment shall not be considered "Goods" hereunder.

Provider. The term "Provider" as used in this Agreement refers to (a) Metas if the Managed Label Services Agreement is between Customer and Metas, and (b) Service Provider if the Managed Label Services Agreement is between Customer and Service Provider.
Services and Associated Goods. Provider will provide the services described in this Agreement ("Services") to Customer, and supply and sell the associated consumable goods to Customer, and Customer will obtain the Services and purchase the associated goods from Provider, in accordance with these Terms. Provider has no obligation to provide any Services or supply or sell any consumable goods under this Agreement unless Customer is current in all payments to be made to Provider under this Agreement and any other agreement with Provider.
New Customer Onboarding Process and Procedures. Customer will comply with Provider's new customer onboarding process and procedures provided by Provider which may be provided in the form of a statement of work.
Performance Dates. Provider will use reasonable efforts to meet any performance dates specified in this Agreement, and any such dates will be estimates only.
Customer Cooperation and Information. Customer will (a) cooperate with Provider in matters relating to the Services, (b) respond promptly to Provider's requests to provide direction, information, approvals, authorizations or decisions that are necessary for Provider to perform Services in accordance with this Agreement, (c) promptly provide such Customer materials, files, or information as Provider may reasonably request to carry out the Services in a timely manner, and (d) be responsible for all such Customer materials, files, and information in any medium (and all content thereof) and all conversions thereof by Provider in connection with performance of Services, and Customer will ensure that all the foregoing are complete and accurate in all material respects and comply with all applicable laws, rules, and regulations. Customer will indemnify, defend and hold Provider harmless from and against any third-party claim that any such materials, files, or information infringes or misappropriates any intellectual property rights of any third party or violates any applicable law, rule or regulation.
Customer's Acts or Omissions. If Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Provider will not be deemed in breach of its obligations under this Agreement or otherwise liable to Customer.
Change Orders. If either party desires to change the scope or performance of the Services, it will submit details of the requested change to the other party in writing. Within a reasonable time after such request, Provider will provide a written estimate to Customer of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Services arising from the change; (c) the likely effect of the change on the Services; and (d) any other impact the change might have on the performance of this Agreement. Promptly after receipt of the written estimate, the parties will seek to agree in writing on the terms of such change (a "Change Order"). Neither party will be bound by any Change Order unless mutually agreed upon in writing in accordance with this Section 7. Notwithstanding the foregoing, Provider may from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services or the fees or performance dates set forth in this Agreement.
Compensation; Payment Terms; Taxes; Interest on Late Payments. In consideration of the provision of the Services by Provider, Customer will pay Provider the compensation as set forth in the accompanying Managed Label Services® Agreement. Prices are exclusive of, and Customer will be responsible for, any sales, VAT, use, and excise taxes, and any other similar taxes, duties and charges imposed by any governmental authority on any amounts payable by Customer. Customer will pay all invoiced amounts due Provider within 30 days after the invoice date. Customer will make all payments by electronic funds transfer or other method of payment acceptable to Provider and in U.S. dollars. If payment is not received by Provider when due, Provider may charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid. Provider may suspend performance under this Agreement without liability if Customer is not current in all payments due Provider.
Price Increases. If the market price of one or more significant components or materials for a Material Construction (or an associated consumable goods to be provided with a Material Construction) materially increases, Provider may notify the Customer of such event and request an increase in the amount of then-applicable per linear foot charge for the affected Material Constructions. The parties agree to consider and discuss such request in good faith. If, after such discussions, Provider and the Customer are unable to agree on an increase in the amount of the then-applicable per linear foot charge for the affected Material Constructions, Provider may, upon not less than ninety (90) days prior written notice to the Customer, elect to terminate this Agreement with respect to any or all of the affected Material Constructions, or if it applies to all of the Material Constructions, terminate this Agreement in its entirety, in either case, without liability to the Customer. If Provider so terminates this Agreement with respect some but not all the Material Constructions, this Agreement will continue in effect with respect to the remaining Material Constructions and the Customer may obtain from other sources the Material Constructions for which this Agreement was terminated from and after the effective date of such termination. Provider may exercise the provisions of this section after five percent (5%) of the term of this Agreement has expired.
Confidential Information. Each party to this Agreement (as the "receiving party") will protect and safeguard, with the same degree of care as it protects its own confidential information, but not less than a reasonable care, all non-public, confidential or proprietary information of the other party to this Agreement (as the "disclosing party") that the receiving party receives from the disclosing party in connection with this Agreement, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked or otherwise identified as "confidential". Without the prior written consent of the disclosing party, the receiving party will not disclose, except as required by law or legal process, any of the disclosing party's Confidential Information to any person or entity other than the receiving party's employees, agents, and consultants who need to know the Confidential Information to assist the receiving party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, and the receiving party will not use the disclosing party's Confidential Information for any purpose other than to exercise the receiving party's rights or perform its obligations under this Agreement. Confidential Information does not include information that is (a) in the public domain other than as result of the receiving party's breach of this Section 10; (b) known to the receiving party as documented by the receiving party's written records at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party will be responsible for any breach of its obligations under this Section 10 that is caused by any employee or agent of the receiving party.
Intellectual Property. Each party to this Agreement acknowledges and agrees that neither party will obtain any rights in or to the intellectual property rights of the other party, including, without limitation, patents, inventions (whether or not patentable), copyrights, trademarks, service marks, trade secrets, and know-how, by reason of entering into this Agreement or its performance under this Agreement.
Limited Warranty.
1. Provider warrants to Customer that (i) Provider will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and (ii) if the description of Services in Managed Label Services® Agreement contains any applicable performance requirements, those performance requirements will be substantially satisfied.
2. Provider will not be liable for a breach of the warranty set forth in Section 12(a) unless Customer gives written notice of the defective Services, reasonably described, to Provider within 30 days after Customer discovers or should have reasonably discovered that the Services were defective, but in any event, within 60 days after the applicable Services were performed. If the Services include Provider providing, creating, converting, or modifying any digital files based on any materials, files or information furnished by Customer, Customer will be deemed to have accepted the Services associated with Provider providing, creating, converting, or modifying such digital files when Customer accepts, approves, or uses such digital file.
3. If there is a breach of this warranty, Provider will use commercially reasonable efforts to promptly cure, repair or re-perform the defective Services (or the defective part).
4. THE REMEDY SET FORTH IN SECTION 12(c) IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND PROVIDER's ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(a).
Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(a) ABOVE, NEITHER PROVIDER NOR METAS MAKES ANY WARRANTY, AND EACH OF PROVIDER AND METAS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
Goods Sold or Provided in Connection with this Agreements.
1. For any Goods that Provider provides or sells to Customer in connection with this Agreement, including any Goods that are supplied by Provider to Customer on a consignment basis, Customer will inspect the Goods upon their receipt. Customer will be deemed to have accepted the Goods unless it notifies Provider, or the carrier of such Goods, of any Nonconforming Goods within five (5) business days of their receipt by Customer. Goods will be "Nonconforming Goods" only if the Goods received are, without the approval of Customer, not the Goods that are identified in the Managed Label Services® Agreement or otherwise agreed upon by the parties, or do not conform with the limited warranty set forth in Section 14(b). At Provider's request, Customer will furnish Provider with written evidence or other documentation as to why the Goods are Nonconforming Goods. If Customer timely notifies Provider of any Nonconforming Goods, Provider will, in its discretion, either (i) replace the Nonconforming Goods, or (ii) credit or refund the price for the Nonconforming Goods. The remedies set forth in this Section 14(a) are Customer's sole and exclusive remedies and Provider's entire liability for supplying Nonconforming Goods.
2. Provider warrants that the Goods provided or sold to Customer will, when delivered to Customer, conform to the description on the face thereof and any applicable specifications that Provider provides in writing to Customer and will be of Provider's standard quality. Customer acknowledges and agrees that it has used its own independent knowledge, skill, and expertise in connection with the selection and use of the goods purchased or provided and Customer will independently determine the suitability for each use for which the goods are purchased or provided.
3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 14(b) ABOVE, NEITHER SERVICE PROVIDER NOR METAS MAKES ANY WARRANTY, AND EACH OF SERVICE PROVIDER AND METAS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WITH RESPECT TO THE GOODS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
Equipment Services
1. Equipment Services: The equipment services provided under this Agreement include labor and parts required to maintain Covered Equipment in a normal operating condition as set forth in the equipment specifications provided by Provider which may be in the form of a statement of work.
2. Preventative Maintenance: Preventive maintenance will be performed as needed to maintain operation of the Covered Equipment under normal usage. This includes component replacement, adjustments and cleaning. End-user maintenance as defined in the Equipment’s user guide is not covered.
3. Service Coverage Hours: Standard equipment services under this Agreement are provided during normal business hours 8am‐5pm, Monday through Friday, exclusive of national holidays observed by Provider.
4. Extended Coverage Services: Extended coverage services outside of standard coverage hours may be available on a per event charge or fixed monthly charge.
5. Disclaimer: Equipment services that fall outside the scope of this Agreement may be billed at prevailing hourly rates with prior authorization. This includes, but is not limited, problems or damage due to abuse or misuse, alteration or modification, third party interference, use of supplies other than those supplied by Provider, usage beyond recommended operating parameters, theft, neglect, fire, water, casualty or other natural force. Failure to authorize repair and/or services may result in suspension or termination of equipment services under this Agreement or this Agreement.
6. Site Preparation/Environment: The Customer will be responsible to ensure that Covered Equipment is placed in a location that meets manufacturer’s requirements, including space, power, network, temperature, and humidity, based on specifications or requirements proved by Provider which may be in the form of a statement of work. Electrical power must meet voltage, amperage and electrical noise level requirements based on specifications or requirements proved by Provider which may be in the form of a statement of work. Provider personnel (or personnel of Provider's subcontractor) will be granted reasonable and safe access to perform services when required. The Customer will bear all cost and expense for any additional necessities required for installation, such as telephone, electrical and network wiring, remodeling, and noise and power filters, based on specifications or requirements proved by Provider which may be in the form of a statement of work. Any electrical work external to the Covered Equipment (for example, associated peripheral equipment, power, transmission and phone lines, and network) and equipment line cord is not covered by this Agreement.
7. Relocation and Move Preparation: When requested, relocation services will be performed and billed at prevailing rates. Coverage at the new location is subject to service availability and acceptance by Provider.
8. Initial Installation: Physical installation, removal of packing material and initial setup of Covered Equipment will be performed by Provider using default configuration settings at the location specified by the Customer. Application of custom settings can be requested prior to installation. Provider reserves the right to assess additional charges depending upon the extent of custom setup requirements.
9. Performance of Equipment Services: The equipment services provided under this Agreement may be provided by Provider or a subcontractor retained by Provider.
10. Additional Customer Requested Services: The Customer may request services be performed that are outside the scope of this Agreement. Such services will be quoted and performed at agreed rates.
Limitation of Liability.
1. IN NO EVENT WILL SERVICE PROVIDER OR METAS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OR ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER ARISING OUT OF BREACH OF AGREEMENT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER OR METAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SERVICE PROVIDER AND METAS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF AGREEMENT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID TO PROVIDER PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term; Termination. The term of this Agreement begins on the Effective Date of this Agreement referenced in the Managed Label Services® Agreement and continues until the expiration of the term as stated in the Managed Label Services® Agreement.
Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof, no single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Non-Solicitation. If, during the time an employee of Service Provider or Metas is providing services to Customer or associated with Customer's account, or within twelve (12) months after the completion of such services or relationship, Customer hires that individual to perform services for Customer, or Customer has that individual provide such services to Customer through a third party, Customer shall pay Service Provider or Metas, as applicable, a placement fee equal to six (6) months of the employee's or former employee's weekly wage or salary while employed by Service Provider or Metas as compensation for the screening, hiring and training costs incurred by Service Provider or Metas with respect to such employee.
Force Majeure. Provider will not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Provider, including, but not limited to, acts of God, flood, fire, earthquake, explosion, governmental actions, terrorist threats or acts, war or hostilities, riot or other civil unrest, national emergency, epidemic, labor disputes, restraints or delays affecting carriers, inability or delay in obtaining supplies of materials or goods, telecommunication breakdown, or power outage. If the failure or delay continues for a continuous period of more than 90 days, either party may terminate this Agreement by written notice to the other party.
Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Provider. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or any sale of goods under this Agreement.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States located in the Western District of Michigan or the courts of the State of Michigan located in the County of Kent, and each party submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Notices. Other than routine business communications, all notices, claims, and demands hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in this Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. The provisions of these Terms, which by their nature should apply beyond the term of this Agreement, will remain in force after the expiration or termination of this Agreement, including, but not limited to, Section 10 (Confidential Information), Section 11 (Intellectual Property), Section 16 (Limitation of Liability), Section 20 (Assignment), Section 21 (Relationship of the Parties) Section 23 (Governing Law), Section 24 (Submission to Jurisdiction), Section 25 (Notices), Section 26 (Severability), Section 27 (Survival), and the last sentence of Section 5 (Customer Cooperation and Information).
Amendment and Modification. This Agreement may be amended or modified only in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their successors and permitted assigns.