LIABILITY – Sole remedy shall be either the return of defective goods and repayment of the purchase price or replacement of the non-confirming merchandise. Choice of remedy shall be at Seller’s sole discretion. In no event shall Pactech Packaging, LLC be liable for consequential damages.
ACCEPTANCE OF ORDER – Product, quantity, delivery date, price, terms etc. are not binding upon Pactech Packaging LLC, a Division of Barrier Packaging, Inc., Rochester, New York (known herein as “Seller”), until acknowledged by the Seller in writing at that office. All agreements are subject to Seller’s ability to produce.
PRICES – Prices specified herein are subject to change without notice. Merchandise will be billed at Seller’s current price on day of shipment. If the sale of any goods listed herein is or hereafter becomes subject to sales, use or processing tax, the Buyer shall be liable for the same.
TERMS OF PAYMENT – Applicable terms of payment and price are shown on invoices and are effective from date of invoice. In the event Seller commences litigation due to purchaser’s failure to pay in accordance with the payment terms, purchaser shall pay Seller’s reasonable collection costs, including Seller’s reasonable attorney’s fees.
DELIVERY – Within Continental United States, F.O.B. Seller’s plant, freight designated by Seller as prepaid, invoiced or collect. Delivery to carrier shall constitute delivery to Buyer and Buyer assumes the risk of loss as of the date of such delivery. Shipping dates are approximate only and subject to change by Seller. Seller shall not be liable for damages or delays in shipments. Buyer may specify that Buyer’s carrier be used at time of order placement.
STANDING ORDERS – Advance notice of at least 30 days must be given Seller regarding any change in quantity, color or specifications in the case of advance and/or blanket orders.
CANCELLATION – Orders in process are not subject to cancellation, deferment of delivery or changes in specifications.
RETURNS – No claim shall be allowed nor credit given for goods returned without Seller’s written authority.
ORDER PACKAGING – Method of packaging of order for shipment will be Seller’s choice using best practices unless explicitly defined prior to order placement by Buyer.
LIMITED WARRANTIES – Seller warrants to Buyer that the use or sale of products as described on the invoice will not infringe upon the claims of any U.S. Patent covering the material other than patents owned by or licensed to it, but does not warrant against infringement by reason of the use thereof in combination with other materials or in the operation of any process. Seller also warrants to Buyer that for a period of one (1) year from the date of shipment that the products shipped to Buyer will be of merchantable quality and will conform to Seller’s specifications for the product described in the invoiced.
WARRANTY EXCLUSIONS – Seller makes no warranty either expressed or implied for results obtained by coating, lamination and conversion or alteration of product. Before using, Buyer shall determine the suitability of the product for its intended use, and user assumes all risk and liability whatsoever in connection therewith. Buyer assumes all risk and liability for such results from conversion, filling or alteration of product either singly or in combination with other products. SELLER SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, WHETHER DIRECT, INCIDENTAL OR CONSEQUENTIAL, DUE TO THE USE OF OR INABILITY TO USE THE PRODUCT OR DUE TO BREACH OF WARRANTY OR THE BREACH OF ANY AGREEMENT EXISTING BETWEEN SELLER AND THE BUYER.
CLAIMS – Under no circumstances shall any claim be allowed if made more than 30 days after receipt of merchandise. Failure to give notice of claim within 30 days from date of delivery, or the date fixed for delivery, as the case may be, shall constitute a waiver by Buyer of claims in respect to such goods. No charge or expense incident to any claim will be allowed unless approved in writing by an authorized representative of Seller. Goods shall not be returned to Seller without Seller’s prior written authorization. No claim shall be allowed after the goods have been processed in any manner.
SELLER’S LIABILITY – Liability for loss or damage due to the use of Seller’s product shall not in any circumstance exceed Seller’s list price of any such product or equivalent replacement. No claim of any kind whether as to product delivered or for non-delivery of product shall be greater in amount than the purchase price of the product. Seller shall under no circumstances be liable for delays or costs due to lost or down machine time, lost man hours, damage to machinery and damage in transit to Buyer. Sole remedy shall be either the return of defective goods and repayment of the purchase price or replacement of the non-confirming product. Choice of remedy shall be at Seller’s sole discretion. In no event shall Seller be liable for consequential damages.
OVER PRODUCTION AND UNDER PRODUCTION – Over production and under production of 10% shall constitute fulfillment of all orders.
SUSPENSION OF CREDIT – Seller may suspend credit and shipment of goods ordered until prepaid when, in its judgment, the financial condition of Buyer warrants such action.
INTERPRETATION OF CONTRACT – This contract shall be in accordance with the laws of the State of New York.
CHANGES TO CONDITIONS OF SALE – No personnel of Seller is authorized to make verbal agreements. All agreements must be in writing and signed by an authorized representative of Seller. Any change to the terms and conditions of the sale must be in writing and signed by an authorized representative of Seller to be effective. No statement or recommendation regarding the sale or the product shall have any force or effect unless in an agreement signed by officers of Seller.
DISPUTE RESOLUTION – Any and all matters in question arising out of or relating to the sale of Seller’ products, the alleged breach thereof, or in any way relating to the subject matter of the agreement or any related agreement involving Buyer and Seller shall be resolved and decided by binding arbitration pursuant to the Federal Arbitration Act in accordance with the commercial arbitration rules of the American Arbitration Association and shall be conducted in Monroe County, New York and will apply New York State law. The arbitrator shall award the prevailing party its attorneys’ fees and expense of the arbitration, including all administrative fees.