The terms and conditions below shall govern and form part of the contract between Metro Asian Food, (hereinafter referred to as the "Publisher"), and the advertiser named on the reverse side or any other representative acting on the advertiser's behalf, (hereinafter referred to as "the Advertiser").
1. Unless otherwise agreed with the Publisher, the Publisher is entitled to charge interest at the rate of 1.5% per month, or the maximum amount showed by law, on any sum due to the Publisher by the Advertiser under this Contract in the event of
default by Advertiser within 7 days from the date the sum becomes due. Without prejudice to the right of the Publisher to charge interest as aforesaid, the Publisher is further entitled to terminate this Contract forthwith upon default by the Advertiser
for non-payment of any sum due to the Publisher.
2. Any payment made is not refundable. However, payment made for any order of advertisement, which is subsequently cancelled, may at the request of the Advertiser and at the discretion of the Publisher be applied towards another advertisement
order by the same Advertiser provided such new advertisement is placed within 30 days from the date of such cancellation.
3. Default - in the event Advertiser fails to make any and all due payment, and the Publisher shall have the right to demand immediate payment of all amounts due under this Contract. Any costs incurred in the collections of the monies owed under
this Contract by reason of Advertiser's default, including court fees and reasonable attorney fees, shall be paid by the Advertiser.
4. All advertising content, in terms of size, color, layout etc., must conform to the Publisher's requirements. In the event that the Publisher is required to make modification on the advertisement or extra labor work is incurred due to non-conformity of such requirements, the Publisher is entitled to charge further costs on such modification and extra labor costs incurred on an hourly basis.
5. The Advertiser shall be responsible for checking advertising content for any corrections. Written notice of errors and changes must be provided to the Publisher in a prompt and expeditious manner before the publication deadline. Late request for correction shall only be at the Publisher's sole discretion. Notice of errors and correction should clearly and distinctly identify the error(s) in written proposed to be corrected and the proposed correction(s) in an unambiguous manner.
6. The Publisher shall not be liable for any errors in any advertisement except for failure to correct the errors in accordance with the notice of errors and corrections given as prescribed above. The liability of the Publisher in any event shall be limited only to providing an alternate advertisement of the same nature whereby the rate shall not exceed those charged for the previous advertisement and the date and position of such advertisement shall be determined as the Publisher deems fit.
7. The tender by the Advertiser of any advertisement shall constitute an undertaking by the Advertiser that:
(a) the Advertiser has the right to authorize its publication and is fully authorized and licensed to use
(i) the names and/or the portraits or pictures of persons, living or dead, or of things;
(ii) any trademarks, service marks, copyright, proprietary or other wise private material; and
(iii) any testimonials contained in any advertisement submitted by or on behalf of the Advertiser
(b) that such advertisement is neither libelous, an invasion of privacy, a violation of any rights of any third party, or otherwise unlawful.
8. The Advertiser and/or its representative agree, jointly and severally to fully indemnify the Publisher, its stockholders, directors, officers and employees against any and all liability, damages, loss or expenses of whatsoever nature, including legal fee and costs, resulting from claims arising from the publication of advertisement, including but not limited to claims for libel, slander, unfair competition and unfair trade practices, infringement of trademark, copyrights, propriety rights, trade names or patents, and invasion or violation of right privacy resulting from publication of such advertisement.
9. The Publisher shall at all times have the right to revise or reject in whole or in part any advertisement which the Publisher, in its own discretion determines to be not consistent with its best interests and policy without giving any explanation to the
10. The Publisher shall have the right to insert the word "Advertisement" in any manner as it deems fit without advance notice to the Advertiser if the Publisher is of the opinion that the advertisement warrants such description.
11. The Publisher is the sole ownership of all its design work done for the Advertiser.
12. Unless otherwise agreed by the Publisher and/or a premium has been charged, specifications on the position of the advertisement, the use of barring the use of a particular page on which the advertisement is to be published shall be made at
the sole discretion of the Publisher. In no event will adjustments, reruns, or refunds be made because of the position in which an advertisement has been published.
13. Every effort will be made to return artwork and layouts furnished by the Advertiser, upon the Advertiser's request, but the Publisher shall not be held responsible in any manner in case of loss or damage.
14. The Publisher reserves its right at its sole discretion to cancel this contract at any time upon default by the Advertiser of any terms and conditions herein. Failure by the Publisher to exercise such right shall not be deemed to constitute a waiver of the Publisher's right and such right may be enforced at any time during the term of the contract.
15. This contract is not assignable or transferable by the Advertiser by whatever means without the prior written consent of the Publisher.
16. This contract represents the entire understanding of the parties hereto, and no verbal representation, whether made before or after the conclusion of this contract may alter the terms and conditions herein. All additions, modifications and/or cancellation of any of the terms and conditions herein shall be made in writing and signed by both the Publisher and the Advertiser.
17. The Publisher shall be entitled to recover from the Advertiser on full indemnity basis all the costs (including legal costs) and expenses incurred for any enforcement action or proceedings required to be taken in relation to this contract.
18. This contract shall be governed by the laws of State of New York and the courts of New York shall have exclusive jurisdiction over any disputes pertaining to this contract.
19. This contract shall not become effective until approved and accepted by the Publisher in writing.
20. The Publisher shall not be held liable in any way for failure to publish the advertisement as agreed or failure to fulfill the terms and conditions contained herein if such failure is caused directly or indirectly by fire, flood, earthquake, acts of God, strikes, lockouts, other labor difficulties, sets of the public enemy, riots, insurrections, government intervention and/or other cause of event beyond the control of the Publisher.
21. The sales representative of the Publisher has no authority to make changes to this contract or to commit the Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this contract unless expressly consented to by
the management of the Publisher.
22. Waivers - if more than one person signs this contract, all signatories are jointly and severally liable for all promises in the contract. Advertisers waive all defenses based on suretyship or impairment of collateral, including the rights of presentment
and notice of dishonor. Any subrogation rights that may accrue in favor of any of the undersigned against the others are hereby subordinated to the Publisher's rights under this contract, and may not be exercised until the Publisher has received payment in full of all monies owed under this contract.