SFA Advertising Terms and Conditions
The following Terms govern all entities that place advertising (Advertiser), either directly or through Advertiser’s agent (Agency), with the Specialty Food Association, Inc. (SFA). By placing an advertisement using the SFA provided Order Form, the Advertiser agrees to these Terms (Terms). SFA may modify these Terms upon notice to Advertiser/Agency, after which continued placement of advertising by Advertiser or Agency will constitute agreement to any modifications.
1. Payment
Payment for all advertising is subject to the rates in the applicable Order Form and due 30 days from date of invoice unless pre-paid. Any discounts are voided if payment is not received when due. Contract advertisers will be short-rated to the appropriate rate if the agreed advertisements are not placed within 12 months from first contracted insertion. If an Order Form is submitted by an Agency on behalf of Advertiser, the Agency warrants and represents that it has full right and authority to submit the Order Form on behalf of Advertiser and that all legal obligations arising out of the placement of advertisement will be binding on both Advertiser and Agency. Advertiser and its Agency, if applicable, will be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Advertiser’s behalf. Advertiser authorizes SFA, at its election, to submit any bill to Agency, and such submission will be due notice to Advertiser of the bill and this manner of billing will not impair or limit the joint and several liability of Advertiser and Agency.
2. SFA’s Right to Reject, Cancel or Terminate Orders
The SFA reserves the right, in its sole discretion, and at any time, to cancel any advertising order or reject any advertising, whether or not it was previously approved or published. SFA, in its sole discretion, may (i) remove selected copies, editions, versions, or sections from an advertisement containing matter that readers may deem objectionable; and (ii) implement blocking technology in connection with the advertisement. SFA, in its absolute discretion, may terminate its relationship with Advertiser and Agency for the breach of any of the Terms. Should SFA terminate its relationship with Advertiser or Agency, a short-rate may apply, and all charges incurred together with short-rate charges will be immediately due and payable.
3. Advertiser/Agency Cancellations
Requests for cancellation of advertising by Advertiser or Agency must be in writing and made before the SFA’s applicable closing dates. The full price will be charged to Advertiser (or Agency, as applicable) for any cancellations made after the closing date.
4. Advertisement Positioning
Placement is based on ad size and frequency of insertions within a 12-month period, or other terms agreed in writing and signed with the Advertiser or Agency. Covers and preferred positions are sold on a first-come, first-served basis and are non-cancellable. Final placement of all advertisements is at the SFA’s sole discretion.
5. Errors or Omissions in Advertisements
The SFA is responsible only for errors or omissions caused by SFA’s printing or production process if an ad is significantly different from the furnished, valid proof, and SFA will issue a make-good insertion. SFA’s liability is limited to a credit equal to the amount paid for the ad space that contained the error/omission. Errors/omissions must be reported to SFA in writing within 60 days of publication. SFA will not be liable for any consequential, indirect, incidental, punitive, special or exemplary damages, whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like in connection with any Order Form or these Terms. The SFA is not responsible for the content of advertising. Opinions stated in advertising are solely those of the Advertiser (or Agency, if applicable).
6. Indemnification
The Advertiser (and its Agency, if applicable) agrees to indemnify and defend the SFA from any claims resulting from the Advertiser’s or Agency’s unauthorized copyrighted or trademarked materials. Advertisements that resemble editorial content, must be labeled with the word ADVERTISEMENT at the top in at least 10-point font.
7. Force Majeure
The SFA is not liable for delays in delivery or non-delivery due to events beyond SFA’s control, including an Act of God, communicable disease, action by any governmental or quasi-governmental agency, fire, flood, insurrection, riot, explosion, embargo, strikes, whether legal or illegal, material or labor shortage, transportation interruption of any kind, or work slowdown.
8. Return of Reproduction Materials
Original materials (e.g., original photos, press-quality proofs) will be returned to Advertiser after publication only if requested in writing. Materials will be held for three months and, if not requested to be returned, will be discarded.
9. Governing Law
All issues relating to advertising, these Terms, and any Order Form are governed by the laws of the State of New York and the Advertiser (and/or Agency, if applicable) submits to exclusive personal jurisdiction of the federal and state courts of New York County, New York, in connection as to any disputes arising under these Terms or any Order Form.
10. Entire Agreement
Unless expressly agreed to in writing and signed by an officer or senior executive of SFA, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on SFA. Failure by SFA to enforce any provision of these Terms will not be considered a waiver of the provision.