TERMS AND CONDITIONS OF SALE

All project proposals, and all artistic designs and renderings within proposals, are Confidential Information copyrighted by BOCS DSM, and may be used exclusively by the named client for review in consideration of purchase from BOCS DSM.

BOCS DSM makes every effort to accurately represent designs before production. Colors on client’s computer screen, and digital and physical renderings on client’s printer, may be different than on BOCS DSM’s computer screen and printer. If client needs a physical sample, they must request and purchase one. Once production starts, no changes can be made.

Production schedules change daily. All lead times are subject to change due to work in progress, orders pending and inventory confirmation. Quoted lead times are only valid for 2-3 business days. ALL LEAD TIME COMMITMENTS ARE BASED UPON BOCS DSM’S ACTUAL RECEIPT OF YOUR INITIAL PAYMENT. We require at least 3 weeks from signed contract to delivery of final product.

BOCS DSM products are sold pursuant to the terms & conditions on this page. By ordering any product, client agrees to be bound by the T&Cs as they exist as of the date of order, that the T&Cs set forth the exclusive terms governing the sale of BOCS DSM products, and that no legal terms in your purchase order or other documents shall have any force or effect. The T&Cs contain important provisions, including, among others, Limited Warranty, exclusions, and limitations on BOCS DSM’s liability for damages, and restrictions on the remedies that are available to the client.

Client represents, warrants and covenants to BOCS DSM that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties; (c) Client shall comply with the terms and conditions of any licensing agreements that govern the use of Third Party Materials; (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables; and (e) Client shall comply with all the necessary provisions outlined in the Client Responsibilities clause.

1. DEFINITIONS

In these conditions:

“Agreement” means the entire content of this Standard Terms and Conditions document and any supplemental documents designated herein or in the Project Proposal, together with any exhibits, schedules, or attachments thereto or hereto.

“BOCS DSM” means Blink Events, LLL DBA BOCS DSM, of 105 Foster Dr, Des Moines, IA 50312, United States of America.

“Client” means the person, and where applicable, organization ordering the Deliverable(s) or Service(s) pursuant to one or more Project Proposals.

“Client Content” means all materials, information, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverable.

“Deliverable(s)” means the tangible box and or other container and its contents produced by BOCS DSM for Client pursuant to this Agreement and may include Preliminary Works and any Final Deliverable(s).

“Delivery” means deliver FOB (BOCS DSM Headquarters) unless otherwise specified in the applicable Project Proposal.

“Final Deliverable(s)” means the final version of Deliverable provided by BOCS DSM.

“Invoice” means an itemized statement of money owed for Deliverables or Services under this Agreement.

“Preliminary Works” means all artwork including, but not limited to, concepts, sketches, visual presentations, other alternate or preliminary design and documents or mock-ups developed by BOCS DSM and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Deliverables.

“Project” means the scope and purpose of the Client’s identified usage of the Deliverables.

“Project Proposal” means the documents used by BOCS DSM to identify the Deliverable(s) and Service(s) to be provided by BOCS DSM for the Project which is governed by these Standard Terms & Conditions, except in the event of any inconsistency between the Project Proposal and Standard Terms & Conditions, in which case the terms of the Project Proposal will govern.

“Service(s)” means service(s) as specified in the applicable Project Proposal.

“Third Party Materials” means third party materials which are incorporated into the Final Deliverables, including without limitation licensed photography, design, artwork, consumables, and other materials.

2. ACCEPTANCE/AGREEMENT

By submitting payment, Client accepts the terms of this Agreement. This Agreement supersedes all prior offers and other communications and sets forth the entire understanding of the parties with respect to the subject matter hereof. Any waiver or additional or different terms or conditions proposed by either party shall be ineffective unless accepted in writing by both parties. The Deliverables or Final Deliverables prepared by BOCS DSM shall not be deemed a work for hire as that term is defined under Copyright Law. The client and/or its entities may not reproduce the Deliverables and/or Final Deliverables. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

3. PRICE, PAYMENT SCHEDULE, and PAYMENT TERMS

3.1. Price. Client agrees to pay for the Deliverable(s) and Service(s) the price stated in the Project Proposal (the “Project Price“).

3.2. Payment. BOCS DSM agrees to submit an Invoice, showing the full amount of the Project Price due against the Project, upon the acceptance of the Project Proposal. BOCS DSM agrees to invoice at the price set forth on the face of the Project Proposal. Invoices are payable upon receipt and prior to the commencement of any Service(s). In addition to the Project Price, Client is responsible for:

3.2.1. a 1.5% monthly service charge on all overdue balances;

3.2.2. any reasonable and necessary collection costs incurred by BOCS DSM, including attorney fees and litigation expenses; and

3.2.3. the price of additional equipment, services, and charges necessary to complete the Project made necessary by incomplete or inaccurate information supplied by the Client, in which case, BOCS DSM will advise Client in advance of any such additional charges.

3.3. Credit Card Service Fee. Payments made via credit card will be subject to a 3% service fee.

4. CHANGES

Client shall have the right at any time to make changes to the Deliverables up to the date specified in the Project Proposal. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this contract, whether changed or not changed by any such order, BOCS DSM reserves the right to make an equitable adjustment in the price, delivery schedule, or Deliverables, or all or any combination of the three, and this adjustment will be defined in a supplemental Change Order Form that, once signed by both parties, will alter this Agreement accordingly. Failure to agree to any adjustment shall be a dispute within the meaning of the Dispute clause of this contract.

5. CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical, business, financial, and commercial information and materials of the other party, including without limitation Preliminary Works and the terms (financial and other) of this Agreement (“Confidential Information”). Each party, its agents, and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement without obtaining written permission from opposite party to do so, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

6. PUBLICITY

Client agrees that BOCS DSM may identify Client as a client and describe, in writing and/or through photography, the Deliverables and Services in any marketing materials, advertisements, and presentations by BOCS DSM. Client agrees that BOCS DSM has the right to incorporate, in a tasteful manner, the BOCS DSM logo in the Final Deliverables. Client reserves the right, upon written request, to have its identity remain confidential when BOCS DSM describes, in writing and/or photography, the Services and the related promotion programs associated with the Client in any of BOCS DSM’s marketing materials, advertisements, and presentations

7. TERMINATION

7.1. Termination for Convenience of Client. Client reserves the right to terminate this order or part hereof for its sole convenience. In the event of such termination, BOCS DSM shall promptly stop all work hereunder, and shall promptly cause any of its suppliers or subcontractors to cease such work. BOCS DSM shall be paid a termination charge consisting of ten percent (10%) of the Project Price, plus actual direct costs incurred prior to or resulting from such termination.

7.2. Termination for Cause. Either party may terminate this Project or any part hereof or cause in the event of any default by the other party, or if such other party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach. In the event of termination for cause by either party, non-breaching party shall not be liable to breaching party for any amount, and breaching party shall be liable to non-breaching party for any and all damages sustained by reason of the default that gave rise to the termination.

8. RELATIONSHIP OF PARTIES

8.1. Independent Contractor. BOCS DSM is an independent contractor, not an employee of Client or any company affiliated with Client. BOCS DSM shall provide the Deliverables and Services under the general direction of Client, but BOCS DSM shall determine, in BOCS DSM’s sole discretion, the manner and means by which the Services are accomplished.

8.2. No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties.

9. CLIENT RESPONSIBILITIES

9.1. Coordination. The Client is responsible for the communication and coordination of any administrative and/or operational decisions with decision-making parties other than BOCS DSM if they affect the design or production of Deliverables or provision of Services.

9.2. Documentation/Permitting/Licensing. Unless otherwise specified in the applicable Project Proposal, the Client is responsible for final proofreading and written approval of all Project documents including, by way of example, not limitation, artwork, messaging, Final Deliverables contents and design, before their release for fabrication or installation. In the event that Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors.

10. WARRANTY

10.1. By BOCS DSM – Goods & Services. BOCS DSM warrants that the Deliverable(s) furnished under this agreement shall materially conform to the Project Proposal and will be free from defects in material or workmanship. BOCS DSM warrants that the Service(s) will be performed in a professional manner. In the result of any breach, BOCS DSM must be given the opportunity to cure defects, which must include, but is not limited to, providing reasonable notice in writing within thirty (30) days, and BOCS DSM will be afforded thirty days (30) to cure the breach. Notification in writing shall include photographic documentation of defects, and final determination made solely by BOCS DSM.

10.2. By BOCS DSM – BOCS DSM Suppliers. BOCS DSM further represents, warrants, and covenants to Client that all Manufactures’ warranties of materials and/or products used to create the Final Deliverables extend to the Client upon delivery of the Final Deliverables.

In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in this Project Proposal or contrary to the terms and conditions noted herein, all representations and warranties of BOCS shall be void.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, BOCS DSM MAKES NO WARRANTIES WHATSOEVER. BOCS DSM EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS.

In no event shall BOCS DSM, BOCS DSM’s affiliates, or BOCS DSM’s or its affiliates’ respective contributors, employees, directors, officers, consultants, agents, or other persons related to or engaged by BOCS DSM (collectively the “BOCS DSM Persons”), BOCS DSM’s licensors or BOCS DSM’s suppliers be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from business interruption) resulting from this Agreement, whether based on warranty, contract, tort, or any other legal theory, and whether or not the BOCS DSM Persons, BOCS DSM’s licensors or BOCS DSM’s suppliers are advised of the possibility of such damages. The BOCS DSM Persons, BOCS DSM’s licensors or BOCS DSM’s suppliers shall be liable only to the extent of actual damages incurred by you, not to exceed the Project Proposal Price. The remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement.

11. DELIVERY/SHIPPING POLICIES

11.1. Transfer of Ownership. All Final Deliverables will be suitably boxed, wrapped, or crated so as to be protected against hazards of shipment, storage and exposure. Terms are F.O.B. origin BOCS DSM headquarters. Title and risk of loss or damage to each of the Products will pass to the Purchaser when delivery is made to the possession of the carrier.

12. INDEMNIFICATION

Client shall indemnify, hold harmless, and at BOCS DSM's request, defend BOCS DSM, its officers, directors, customers, agents and employees, against all claims, judgments, penalties, disbursements, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Services or Deliverables provided under this Agreement, including, without limitation, (1) any claim based on the death or bodily injury to any person, destruction or damage to tangible or intangible property, or contamination of the environment and any associated clean-up costs, (2) any claim by a third party against BOCS DSM alleging that the Services or Deliverables or the results of such Services or Deliverables, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products or processes. Seller shall not settle any such suit or claim without BOCS DSM's prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by BOCS DSM in enforcing this indemnity, including attorneys' fees.

13. FORCE MAJEURE

Each party shall not be deemed in breach of this Agreement if said party is unable to complete the Services or obligation outlined in this Agreement, or any portion thereof, by reason of fire, earthquake, pandemic, labor dispute, act of God or public enemy, death, illness, or incapacity of said party or any local, state, federal, national or international law, governmental order or regulation or any other event beyond said party’s control (collectively, “Force Majeure Event”).

14. DISPUTES

The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the State of Iowa without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state, and federal courts located in the State of Iowa. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that BOCS DSM will have no adequate remedy at law in the event Client uses the Deliverables in any way not permitted hereunder, and hereby agrees that BOCS DSM shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

15. MODIFICATION/INTEGRATION

Both parties must agree to any change, addition, or modification to this Agreement in writing. Furthermore, this Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement.