DFS hereby appoints the entity listed on the Dealer Application Form located at www.dfsonline.com/dfs/b2b/profile/dealerRegistration.jsp (hereinafter “you” or “Dealer”) as a non-exclusive Authorized DFS Dealer. As a dealer, you have the right to sell DFS products to end users in the form and packaging supplied by DFS. Stub printing on most products will carry the Dealer's name, phone number and the product number.
You agree to submit orders to DFS from time to time for DFS products and services. Orders can be placed by internet, phone, fax or mail. Orders for checks should include a bank specification sheet or a check marked "void" (sorry, no deposit tickets). First time orders with new artwork can only be accepted by internet or mail, as faxing can distort logo artwork. Custom logos and other customer artwork may be redrawn to meet printing specifications, for which there will be an additional charge. Imprint information will be printed in our standard format, as shown in the catalog, unless otherwise noted on the order. Please specify starting number when applicable. Please note, the owner of any trademark, service mark, logo, or copyrighted material has the exclusive right to use and reproduce such material. You therefore cannot reproduce any unlicensed trademarks, service marks, logos, or copyrighted material onto printed materials and merchandise via the service offered through this web site without authorization from the owner. We may contact you to verify that this authorization is in place.
All orders are subject to acceptance by DFS, DFS' order cancellation charges and restocking fees, as well as these Terms.
Prices are subject to change without prior notice or obligation. Prices do not include shipping, handling, applicable sales or other taxes or service charges, all of which are payable by you. Orders are subject to credit approval. Prepayment will speed first-time orders through our credit department. For Dealers having received credit approval, terms are net 30 days from the date of invoice. In the event that open account terms cannot be established, terms are Payment with Order. Initial orders for sales materials do not require prepayment. If an account is past due, any new orders will be held until payment is received for the outstanding balance. A $15.00 late fee will be assessed on each past due invoice, subject to applicable law. DFS reserves the right to change a Dealer's open account status if payment history warrants. Sales tax will be accessed on sales materials and items purchased for Dealer's own use in certain states; please call for more information.
We'll ship products with standard imprints within three working days. Orders with custom artwork and special printing instructions will take longer. Stock products ship in 24 hours. All products are delivered F.O.B. point of shipment. DFS will prepay the freight charges (regular surface shipping) and bill the Dealer actual costs for shipping and handling. Dealer will be charged actual shipping charges for all sales materials. DFS requires a shipping point in the USA or its territories. Orders shipping to Hawaii, Alaska, Puerto Rico, Guam and the U.S. Virgin Islands will be shipped via Air Parcel Post.
DFS will provide you with sales tools to assist you in the sales of DFS products and services. DFS Dealer Representatives are available Monday through Friday 8:00am - 7:00pm E.T at 800.225.9528. Dealer Representatives will gladly answer all questions concerning the DFS program, products, ordering and invoicing. For Custom Printing orders and inquiries, call 800.593.6767 during the same business hours.
We will provide full credit, replacement or refund, including any shipping charges paid, for products found to contain errors made by us and for standard pre-designed products that were not printed using customer-supplied electronic art files. Final responsibility for the quality of all customer-supplied electronic files rests with the customer or their agent/designer. If an order is incorrect due to errors in supplied electronic files, the customer will receive a 50% courtesy discount when reprinting the order (excludes DFSfullcolor.com orders). Returned orders are subject to a 20% restocking fee. This discount does not apply to orders valued at $1,000.00 or greater, before applying discounts. We encourage you to review the proof carefully, before final proof approval, to ensure accuracy. DFS is not responsible for punctuation, spelling or grammatical errors, inferior quality or low resolution images supplied or design errors made by you or your customers. DFS liability does not extend beyond a replacement, credit or refund for our products. The above warranty is expressly in lieu of all other warranties and representations, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Nothing contained in this Agreement grant, by implication, estoppel, or otherwise, any license or right to use any DFS logos, trademarks, copyrightable materials or other proprietary materials ("DFS Materials"). You shall not, directly or indirectly, undertake or engage in the following practices: (a) use or otherwise incorporate the word "Deluxe" or "DFS" or any other DFS Materials or variations, misspellings or derivatives thereof in the domain name of any websites you own or control; (b) make any representations, either express or implied, or create an appearance or impression, that (i) a visitor to your web site is visiting DFS.com or any of our affiliated company sites (our Sites), (ii) a visitor to our Site is visiting your web site or (iii) DFS endorses you or your website or your products and services (for example, you are agreeing not to "frame" any pages or portions of deluxeforms.com); (c) purchase, bid, or register for placement of any DFS or our affiliated companies trademarks (including "Deluxe" and "DFS"), or for any variations or deliberate misspellings thereof, within any search engine or directories; or (d) use predatory advertising methods designed to generate traffic from websites that do not have approval for the online promotion of our products or services. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a website without that website owner's expressed, written permission.
A party may from time to time disclose (the "Disclosing Party") confidential information ("Confidential Information") to the other party (the "Recipient") in connection with the business relationship set forth herein. Recipient agrees to access, use and disclose the Confidential Information of Disclosing Party only in connection with fulfilling its obligations under this Agreement and for no other purposes, except that DFS may access, use and disclose such information to protect against actual or potential fraud or unauthorized transactions, to comply with legal requirements or for other purposes permitted by law. Confidential Information shall not be construed to mean any information which is: (a) or becomes part of the public domain without violation of this Section 6; (b) known by Recipient prior to disclosure by Disclosing Party; (c) rightfully received by Recipient from a third party having the right to disclose such information; or (d) developed by Recipient independent of Disclosing Party's otherwise Confidential Information.
You agree to defend, indemnify and hold DFS and its affiliated companies harmless from and against any and all liabilities, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys' fee and costs of litigation) incurred by or asserted against DFS or any of its affiliated companies that arise out of or are incidental to your conduct of business under this Agreement or the products or services provided hereunder.
These Terms shall be effective upon the earlier of DFS notifying you of your acceptance into DFS Program or DFS acceptance of your initial order and shall expire upon this Agreement being terminated by you or DFS as provided herein (the "Term"). Either party may at its sole discretion at any time terminate the Agreement with or without cause upon written notice to the other party.
No termination of this Agreement shall affect the respective obligations or rights of the parties accruing hereunder prior to the effective date of such termination and, in addition, the parties hereby agree all terms and conditions that should by their nature survive termination of this Agreement shall so survive.
Because these Terms may be terminated by either party at any time, with or without cause, you acknowledge and agree that (i) there is no commitment that your relationship with DFS shall exist for any minimum period and (ii) all investments and commitments made by you or expenses incurred by you are done so by you at your own risk and with the understanding that you shall not look to DFS to recover or recoup any such investments, commitments or expenses or any amounts for expected future profits in the event either you or DFS terminates this Agreement.
This Agreement shall be construed with the laws of state of Minnesota, excluding its conflict of law provisions. Any action relating to this Agreement must be brought in the federal or state courts located in Ramsey County, Minnesota, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without DFS’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. If any clause of these Terms is declared illegal or invalid, the balance of these Terms shall remain enforceable, the clauses herein being severable. No act or failure to act by DFS hereunder shall constitute a waiver by DFS of any term or condition herein. No course of dealing between the parties will be deemed effective to modify or discharge any rights or obligations of either party. This Agreement and any documents incorporated herein by reference constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter hereof. This Agreement constitute the final and complete agreement between you and DFS regarding the subject matter herein and supersedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.