Terms & Conditions of Sale

APPLICABILITY – These Terms and Conditions of Sale (“Terms and Conditions”) apply to, and are hereby incorporated by reference in, all orders placed with Hemlock Printers Ltd. (“Hemlock”) through Hemlock’s online ordering site, together with all related order confirmations and similar documents. Access to the site is restricted to authorized users of specific business customers, and orders may only be placed by such authorized users acting on behalf of a business customer. By placing an order through the site, the customer accepts and agrees to be bound by these Terms and Conditions.

ALTERATIONS – Any change to the content or specifications of an order introduced by the customer after the order is submitted is an alteration. Alterations will be charged to the customer at current Hemlock rates, which are available upon request, and any such charges must be accepted and paid prior to release to production or shipment where applicable. Hemlock is not obligated to accept requested alterations after submission.

CANCELLATION AND RETURNS – All products are custom-manufactured to the customer’s order. Once an order is submitted and enters production it cannot be cancelled except upon terms that compensate Hemlock against loss, and custom-printed goods are not returnable. This does not affect the customer’s right to make a claim for defects, damages or shortages under PAYMENT TERMS.

CLIENT SPECIFICATIONS – The customer is responsible for the accuracy of all data and content (names, credentials, files and the like) entered or supplied to Hemlock. It is the customer’s obligation to provide all required information before the order enters production. The customer agrees to pay, at current Hemlock rates, for additional labour and material costs resulting from any incomplete or incorrect information provided to Hemlock.

COLOUR PROOFS – Because of differences in monitors, equipment, paper, inks and other factors involved in on-screen proofing and production, Hemlock is not responsible for minor colour variations between the on-screen proof and the completed job. On-screen proofs are intended only to determine design, layout and text accuracy.

COPYRIGHT AND TRADEMARK – The customer is responsible for ensuring that all materials supplied to Hemlock for reproduction do not violate copyright or trade-mark restrictions. Hemlock assumes no liability whatsoever for the customer’s use or misuse of copyrighted or trademarked materials.

DELIVERY – Unless otherwise specified, the price is for a single shipment, without storage, FOB Hemlock’s shipping platform. All delivery and courier charges are payable by the customer and are calculated at checkout.

DIGITAL ASSET PRACTICES – The customer is the custodian of the source files and may request them within 90 days of the invoice date. After 90 days, only the Production PDF files are archived, and remain on the Hemlock server for 3 years and 3 months from the invoice date. Files created by Hemlock to achieve the end product remain the property of the customer, provided the customer’s account is paid in full; retrieval, copying and media costs are charged at current Hemlock rates.

GOVERNING LAW – These Terms and Conditions, and any order placed under them, are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of British Columbia.

INDEMNIFICATION – The customer shall indemnify and hold harmless Hemlock from any and all loss, cost, expense and damages on account of any claims, demands, actions and proceedings instituted against Hemlock alleging that the printing directly or indirectly violates any copyright or proprietary right of any person, or contains any matter that is libelous or scandalous, or invades any person’s right to privacy or other personal rights, except to the extent that Hemlock has contributed to the matter. The customer agrees, at the customer’s own expense, to promptly defend any such claim, demand, action or proceeding brought against Hemlock.

LIMITATION OF LIABILITY – To the maximum extent permitted by law, Hemlock’s total liability arising out of or relating to any order is limited to the amount paid by the customer for that order. Hemlock is not liable for any indirect, incidental, special or consequential damages, including loss of profits, revenue, business or goodwill. Except as expressly stated in these Terms and to the maximum extent permitted by applicable law, all conditions, warranties and representations, whether express or implied (including those arising under statute), are excluded.

ON-SCREEN PROOF – For templated products, the customer enters the required content and is shown an on-screen proof of the product before submitting the order. The customer is responsible for reviewing the on-screen proof and for the accuracy of all content, including spelling, data and layout. Production begins on the basis of the order as submitted, and Hemlock is not responsible for any errors or losses arising from content approved by the customer in the on-screen proof.

OWNERSHIP OF MATERIALS – The customer owns all materials provided to Hemlock. Hemlock retains ownership of all materials necessary to convert the customer’s materials into a format suitable for printing.

PAYMENT TERMS – The payment methods available to the customer are determined by the customer’s account and the site through which the order is placed, and are presented at checkout. Where prepayment applies, payment is due in full by credit card at the time the order is placed. Where the customer has been approved for account billing, payment is due net thirty (30) days from the date of invoice, subject to approved credit and any separate credit or account agreement between the customer and Hemlock. Overdue amounts may bear interest at current Hemlock rates, and Hemlock may suspend site access, withhold delivery or place orders on hold while any amount remains past due. Claims for defects, damages or shortages must be made by the customer in writing no later than ten (10) calendar days after delivery and must include reasonable particulars of the claim. Latent defects must be reported promptly after discovery. If no such claim is made, Hemlock and the customer will understand that the job has been accepted, and that Hemlock’s performance has fully satisfied all terms, conditions and specifications.

PRICING AND ORDER ACCEPTANCE – Prices shown on the site are current at the time of display and are subject to change without notice. A binding contract is formed when Hemlock confirms acceptance of the order. In the event of a pricing or product-description error, Hemlock may correct the error or decline or cancel the affected order, even after it has been placed, and will refund any amount charged for a cancelled order.

PRODUCTION SCHEDULES – Neither the customer nor Hemlock shall incur any liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of Government or civil authority, and acts of God or other causes beyond their control.

TAXES – Applicable sales, use, value-added and similar taxes are calculated at checkout based on the ship-to location and are billed in accordance with the applicable payment terms; all such taxes are the responsibility of the customer. No tax exemption will be granted unless the customer provides Hemlock with a valid exemption certificate or other official proof of exemption. If, after payment, it is determined that more tax is due, the customer must promptly remit the required taxes to the taxing authority or reimburse Hemlock for any additional taxes paid.