ACCEPTANCE. All orders are subject to Seller’s written acceptance and Seller’s ability to manufacture products.
PRICE TERMS. Unless otherwise agreed in writing, prices of Products are Seller’s price in effect on date of shipment. Prices are subject to change without notice and are exclusive of applicable taxes. Liability for all taxes and import or export duties imposed by any city, state, federal or other governmental authority, shall be assumed and paid by the buyer who further agrees to defend and indemnify the seller against any and all liabilities for the same. Payment shall be net amount of invoice, in full, within 30 days of date of invoice for buyers with approved credit and there shall be a 1% discount for payment within 10 days of date of invoice. Seller may charge interest of 1½% per month on bills not paid within 30 days of date of invoice.
DELIVERY. All shipments are F.O.B. Escanaba, Michigan, and are shipped freight collect or prepaid and invoiced. Acknowledged shipping dates are approximate and not guaranteed. Upon Buyer’s failure to take timely delivery of product, Buyer shall pay reasonable storage and interest charges for product stored by Seller at Buyer’s request. Seller may also invoice Buyer for Product upon such failure.
TITLE, RISK OF LOSS. Title to Products and risk of loss pass to Buyer upon delivery by Seller to carrier. Any freight damage claims must be initiated by Buyer. Notation of damage should be made on freight bill of lading at time of delivery.
CLAIMS. Notice of claims for non-conforming Products, shortages or nondelivery shall be given in writing within 30 days from receipt of Product or date fixed for delivery. Failure to give written notice of claim constitutes unqualified acceptance of Products and waiver by Buyer of all claims in respect of said Products. No claims will be allowed after Products have been processed or altered in any manner. Orders produced up to 10% over or under the quantity ordered shall be considered complete and the price thereof shall be adjusted accordingly. Buyer has no right of set-off against the purchase price owed to Seller, which in all events shall be paid in full when due.
RETURNS. Products shall not be returned without Seller’s prior written approval. Returned Products may not be processed in any way and must be in the form shipped by Seller. Risk of loss and shipping charges for stock Products returned remain the obligation of Buyer. Products manufactured to custom order are not subject to return for credit under any circumstances.
WARRANTY. Seller warrants that the Products sold and delivered hereunder are of the type described (in Buyer’s purchase order) and of commercially acceptable quality. NO WARRANTY, EXPRESS OR IMPLIED, IS MADE, EXCEPT FOR THOSE EXPRESSLY SET FORTH HEREIN OR ON OTHER PUBLISHED DOCUMENT OF SELLER. ALL WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE ARE EXPRESSLY DISCLAIMED. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL OTHER LOSS OR DAMAGE ARISING, DIRECTLY OR INDIRECTLY, IN RESPECT OF PRODUCTS SOLD HEREUNDER. No purported waiver, alteration or modification of the foregoing shall be valid unless in writing and signed by an executive officer of Seller. Buyer assumes all risk for use of Products, either singly or in combination with other materials. Seller’s liability, in all events, is limited to replacement of defective Products or the purchase price of the Product involved in any loss or damage.
CANCELLATIONS. Cancellations or modifications of orders will not be accepted by Seller with respect to Products already manufactured or in the process of manufacture, and Buyer shall also be responsible for reimbursing Seller for all costs incurred by Seller in preparation for manufacture.
FORCE MAJEURE. Seller will not be liable for any delay in the performance of orders or in the delivery of Products, or for any damages incurred by Buyer by reason of such delay, if caused, directly or indirectly, by fire, flood, accident, civil unrest, act of God, war, governmental interference, strike, labor difficulty, shortage of labor, fuel; material or supplies, transportation delays or any other causes (whether or not similar in nature to the foregoing), or arising from other contingencies or events beyond Seller’s control.
SUSPENSION OF PERFORMANCE. Seller reserves the right at any time to suspend credit or change credit-terms when, in Seller’s opinion, Buyer’s financial condition or payment history so warrants. In such event, in addition to any other remedies provided by law, cash payment or satisfactory security may be required by Seller before shipment. Seller may withhold all subsequent deliveries upon failure by Buyer to pay invoices when due. Buyer shall be liable for all costs and expenses of collection incurred by Seller.
ASSIGNMENT. Any purported assignment or transfer of this order, in whole or in part, shall be void, absent Seller’s prior written consent.
TOOLING, PRINTING PLATES, FILMS and other preparation costs required by Seller to produce a custom product will be invoiced to the Buyer. In the event the Buyer discontinues use for a period of three or more years and does not advise the Seller of other disposition, ownership will revert back to the Seller and may be disposed of or added to a stock tooling program at the Seller’s discretion.
MINOR VARIANCES IN THERMOFORMED PARTS from the prototype to production stage, between individual molds, between the top, sidewall and flange of the part and between run to run are normal and will be held within accepted industry standards. The Seller will provide a product which will be functional for the intended end use.
PRINTING INDUSTRY STANDARDS. The Seller subscribes to and conforms with the industry standards and the standards of the National Association of Printers and Lithographers where applicable to the products we produce.
STORAGE AND USE of finished thermoformed parts and printed and coated cards should be in dry, temperature controlled conditions. Excessive heat during storage could deform thermoformed parts and prematurely activate the heat seal coated cards causing blocking. Coating manufactures will not guarantee performance of seal if stored beyond 6 to 8 months before use. This also applies to Products stored by Seller at Buyers request. All products should be brought up to room temperature before use.
ASSISTANCE AND ADVICE. Upon request, Seller at its discretion, will furnish, as an accommodation to the Buyer, such technical advice or assistance as is available in reference to the products. The Seller assumes no obligation or liability for the advice or assistance given or results obtained, all such being accepted at the Buyer’s risk.
COMPLIANCE WITH LAW. Seller certifies that the products supplied were produced in compliance with the Fair Labor Standards Act as amended and the regulations and orders of the United States Department of Labor issued thereunder.
ENTIRE AGREEMENT. This contains all terms and conditions with respect to the sale and purchase of the Products and supersedes any other writing Buyer may give or receive, and the rights of the parties shall be governed exclusively by the terms hereof. No modification hereof shall be binding upon the Seller unless in writing and signed by the Seller’s duly authorized representative. No modification shall be affected by Seller’s acknowledgment or acceptance of Buyer’s purchase order forms containing different provisions. This instrument shall be governed by and construed and enforced in accordance with the laws of the State of Michigan. Any proceeding in connection herewith shall be brought in a court of the State of Michigan, to whose jurisdiction the parties hereby submit. Any matters affecting the relationship between Seller and Buyer not addressed by these terms and conditions shall be governed by the Uniform Commercial Code as in effect in Michigan.