Standard.

The following terms and conditions (the "Terms") apply to each transaction involving the supply by Xibita, a division of Westkey Graphics Ltd., to a person or entity (the "Client") of tangible and intangible deliverables and other work product (the "Deliverables") and any related services (the "Services") provided, delivered or performed pursuant to a quote, proposal, estimate, purchase order or statement of work (in any case, a "Proposal") or otherwise.

  1. Precedence. In the event of any conflict or inconsistency between these Terms and the terms and conditions contained in a Proposal, these Terms will prevail unless otherwise expressly agreed to in writing by Xibita and Client.
  2. Graphics and Imaging. Xibita has produced Artwork Preparation Guidelines ("Guidelines") to outline for Client how to properly set up its artwork. Client agrees to review the Guidelines, available at http://www.xibita.com/docs/Xibita-Artwork-Prep-Guidelines.pdf, prior to submission of any artwork to Xibita. Upon receipt of print-ready artwork files, Xibita will preflight the artwork to ensure it is ready for final production. If the artwork files are unusable, Xibita will either (a) change a minimum $100 fee to cover labour required to make adjustments to graphic resolution, image sizing, file archiving and the proofing process (initial and any required secondary proofs), or (b) provide Client with opportunity to correct the artwork files or inform Client of the cost for Xibita to perform the work.
  3. Invoices and Payment. As compensation for the Deliverables and any related Services described in the Proposal, the Client will pay to Xibita the fees and expenses set out in the Proposal in accordance with the terms of the Proposal or otherwise 50% of such fees and expenses will be payable up front to confirm the Proposal and the balance of such fees and expenses will be payable upon completion, but prior to shipping or pickup from Xibita. Interest for any unpaid amounts will accrue at the annual rate of 18% per annum to be compounded monthly on the balance due and owing but will not exceed the maximum permitted by applicable law. If the Client defaults for any reason in making payments due under these Terms or under the Proposal, the Client will pay all collection costs and indemnify Xibita for all legal fees arising from the default.
  4. Taxes. Any taxes, excise duties, levies or other assessments under any existing or future laws which Xibita may be required to pay or collect in connection with the provision of the Deliverables and any performance of Services or (other than Xibita’s income taxes) are not included in the purchase price for the Deliverables or any Services or quotations provided by Xibita and will be for the account of the Client. The Client will promptly pay the amount thereof to Xibita upon demand, or in lieu thereof, furnish Xibita with a tax exemption certificate acceptable to the taxing authorities. Without restricting the generality of the foregoing, PST, HST or GST, if applicable, will be added to the purchase price.
  5. Client Representative. In order to avoid miscommunication, the Client will appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Xibita (the "Client Representative"). The Client Representative will be responsible for coordination and review of Xibita's Deliverables and any Services and notifying Xibita of the Client’s instructions, change orders and approvals. The signature or e-mail approval of the Client Representative will be final and binding on Client. If after the Client Representative has approved a design, the Client or any authorized person alters the scope of work or requires additional Deliverables or Services, the Client will pay all fees and expenses arising from such changes and additional Deliverables or Services as set forth in section 8 (Additional Work) below.
  6. Changes. If in the opinion of Xibita it becomes reasonably necessary to make any changes in any procedures, plans, designs, drawings or specifications for the Deliverables, any Services or any part thereof, or if the Client requests changes to the Proposal, Xibita will prepare a revised work plan and cost estimate for discussion with the Client. If a revision to the Services or Deliverables is mutually agreed upon, the applicable Proposal will be amended accordingly and evidenced by a written agreement or Services or Deliverables scope change document signed by Xibita and the Client. If agreement on any revisions is not reached by Xibita and the Client, the Deliverables and any Services will be continued to completion as originally proposed, unless Xibita and the Client mutually agreed to terminate the applicable Proposal.
  7. Additional Work. If Xibita is required to perform additional work or incur any additional costs or expenses by reason of any act of the Client, including delays by the Client in furnishing information, instruction or decisions, Xibita will notify the Client in writing of its need to perform such additional work or incur such extra costs or expenses and the amount of additional cost arising from such additional work, costs or expense and will ask the Client to approve an amendment to the Proposal to include the additional cost. In the event that the amendment is not approved by the Client, Xibita will determine what changes to make in the original work plan to provide the Client with the most useful information, advice, service or product under the original budget and Xibita’s obligations and deliverables under the Proposal will be limited to providing such information, advice, work or product as Xibita can be reasonably performed within the original budget.
  8. Delivery Schedules. All time periods set out in the Proposal or any document delivered pursuant to or in connection with the Proposal for the performance of any Services by Xibita or completion or delivery of any Deliverables by Xibita are estimates and approximate time periods only. All such time periods are dependent on, among other things, prompt receipt of all information and material from the Client as set out in the Proposal or reasonably required or requested by Xibita from the Client. Xibita will not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove Deliverables, or faulty performance by the Client or others, including third-party contractors hired by the Client.
  9. Client Materials. The Client warrants that all assets, concepts, materials, specifications, information and instructions provided by the Client or its employees, contractors, subcontractors or agents may be exploited pursuant to these Terms and any applicable Proposal without violating any laws and without violating or infringing any rights of any third parties, including intellectual property rights.
  10. Approval of Deliverables. Within five business days following receipt of any Deliverables, the Client will provide Xibita with either (a) written approval and acceptance of such Deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the Deliverables into compliance with the Proposal. Each Deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, Xibita does not receive the foregoing written notice.
  11. Warranty. Subject to the limitations of liability set out below, Xibita warranties the Deliverables for a period of 12 months from the date of shipment against manufacturing and product-quality errors or defects, including errors or defects in materials and electronic and mechanical components, but excluding errors or defects caused by improper use or defective maintenance, accidents, negligence, wear and tear or other events outside of Xibita’s control. Requiring Xibita to correct any errors or defects in the Deliverables will be the sole remedy available to the Client.
  12. Indemnity. The Client will indemnify and save harmless Xibita and its directors, officers, employees, agents and consultants from and against all claims, demands, causes of action, suits, losses, damages and costs, liabilities, expenses and judgments (including all reasonable legal costs) (collectively, "Damages") which Xibita incurs or suffers arising out of or in connection with: (a) any failure, breach or non-performance by the Client of any obligations of these Terms or under a Proposal, (b) any fraudulent or negligent act of the Client or its directors, officers, employees, agents or consultants, (c) any infringement of any third party rights (including intellectual property rights) arising as a result of any assets, concepts, materials, specifications, information or instructions provided by the Client, or (d) any use of the Deliverables by the Client unless such Damages arise solely as a result of Xibita’s negligence or a breach by Xibita of these Terms or the Proposal.
  13. Limitation of Liability. XIBITA'S LIABILITY TO THE CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION, WHETHER IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, WILL AT ALL TIMES AND IN THE AGGREGATE BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CLIENT TO XIBITA UNDER THE PROPOSAL OR IN RESPECT OF THE DELIVERABLES OR ANY SERVICES TO WHICH THE LIABILITY RELATES.
  14. No Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED OR IMPLIED IN THESE TERMS OR IN THE PROPOSAL, XIBITA WILL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OF CLIENT, EVEN IF XIBITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  15. Stoppage of Work. If the Client is in breach of any of these Terms or of any terms and conditions set out in the applicable Proposal, including the payment of amounts owing to Xibita, then Xibita may stop working on the applicable project and issue an invoice for all un-invoiced Deliverables, Services, expenses and disbursements to the date of stoppage. This invoice together with any other unpaid invoices and interest owing hereunder will immediately become due and payable. In the ev ent that work has been stopped pursuant to this clause, if Xibita elects to continue to perform work under the Proposal, Xibita may, in addition to payment of any amount in arrears, require advance payments for remaining portions of the Deliverables or any Services prior to proceeding.
  16. Termination. Either party may terminate a Proposal and the provision of Deliverables and any performance of Services or thereunder on 60 days' written notice of such termination to the other party. Upon such termination, Xibita may issue an invoice for any Services, expenses and disbursements required to end the Proposal, Deliverables, Services and for any un-invoiced Deliverables and Services provided up to the effective date of termination.
  17. Miscellaneous. (a) The Proposal and these Terms will be governed by and construed in accordance with the laws of British Columbia, Canada and the laws of Canada applicable in British Columbia. The courts of British Columbia will have jurisdiction to entertain any legal proceedings arising under these Terms. The parties hereby submit to the exclusive jurisdiction of the courts of the British Columbia; (b) if any provision of these Terms is invalid or unenforceable, it will be severed from these Terms and will not affect the enforceability or validity of the remaining provisions of these Terms; (c) no waiver by either party of any breach by the other party of any of its covenants, obligations and agreements will be a waiver of any subsequent breach or of any other covenant, obligation or agreement, nor will any forbearance to seek a remedy for any breach be a waiver of any rights and remedies with respect to such or any subsequent breach and (d) these Terms constitute the entire agreement of the parties with regard to the subject matter contained in these Terms and applicable to the Proposal. All other prior or contemporaneous representations, warranties, covenants or agreements between Xibita and the Client, or their respective representatives, with respect to the subject matter are hereby superseded.

“We received the booth display and on behalf of Assistus Corporation I would like to thank-you for building us an awesome display. Your help as well as patience and creativity helped insure that the end result was an outstanding product. We are very happy with it and I am sure we will get a lot of usage out of it. Once again thank-you and we really enjoy working with you.”

Director of Business Development, Assistus Corporation

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