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Terms & Conditions

  1. ENTIRE CONTRACT. THE TERMS AND CONDITIONS SET FORTH BELOW AND ON THE FACE SIDE HEREOF CONSTITUTES THE EXPRESSION OF ALL THE TERMS OF THIS AGREEMENT AND A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN BUYER AND SELLER. ALL REPRESENTATIONS, PROMISES, TERMS AND CONDITIONS NOT SPECIFICALLY SET FORTH HEREIN SHALL BE GIVEN NO EFFECT OR FORCE. Any additional contradictory or different terms contained in any initial or subsequent order or communication from buyer pertaining to the Goods described on the face hereof are hereby objected to. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any terms used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and the opportunity for objection. All orders are subject to the approval by Seller at its offices in Reading, PA. No waiver or alteration of terms herein shall be binding unless in writing signed by an executive officer of the Seller.
  2. PRICE. All prices are F.O.B. Seller’s Plant unless otherwise specifically set forth on the face side hereof. Prices stated are subject to change without notice in the event of (i) alterations in specifications, quantities, designs, or delivery schedules, (ii) increase in the cost of fuel, power, material, supplies, or labor and/or (iii) foreign or domestic legislation enacted by any level of government, including tax legislation, which increase the cost of producing, warehousing, or selling the Goods purchased hereunder. No discount will be allowed unless specifically set forth on the face side hereof. Buyer agrees to pay a delinquency charge of 1 ½% per month, or if such rate shall exceed the maximum rate allowed by the applicable law, then a delinquency charge calculated at such maximum rate, on the outstanding balances not paid when due, from the date such balances were due until payment with respect thereof is made in full. Seller retains a security interest in the materials described on the face hereof (herein sometimes refereed as “Goods”) and in all proceeds of said Goods. Buyer shall execute financing statements(s) on request and irrevocably authorizes Seller to execute and file same.
  3. LIMITATION OF LIABILITY. SELLER’S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) FOR ITS GOODS SHALL BE LIMITED TO REPAIRING OR REPLACING PARTS FOUND BY SELLER TO BE DEFECTIVE, OR AT SELLER’S OPTION, TO REFUNDING THE PURCHASE PRICE OF SUCH GOODS OR PARTS THEREOF. AT SELLER’S REQUEST, BUYER WILL SEND, AT BUYERS SOLE EXPENSE, ANY ALLEGEDLY DEFECTIVE PARTS TO THE PLANT OF SELLER WHICH MANUFACTURED THEM.
  4. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE GOODS INCLUDING WITHOUT LIMITATION BREACH OF ANY OBLIGATION IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH. CONSEQUENTIAL DAMAGES FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON, OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING WITHOUT LIMITATION PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS). BUYER SHALL INDEMNIFY SELLER AGAINST ALL LIABILITITY, COST OR EXPENSE, WHICH MAY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH LOSS, DAMAGE OR INJURY.
  5. ACCEPTANCE AND TRANSPORTATION. Upon Buyer’s receipt of shipment, Buyer shall immediately inspect the Goods, Unless Buyer provides Seller with written notice of any claim for shortages of or defects in the Goods within forty eight (48) hours after receipt of shipment, such Goods shall be deemed finally inspected, checked and accepted by Buyer. In absence of shipping and packing instructions, Seller shall use its own discretion in choice of carrier and method of packing. Seller shall not be responsible for insuring shipments unless specifically requested by Buyer and any insurance so requested shall be at Buyer’s expense and valuation.
  6. TITLE AND RISK OF LOSS. Title to any Goods sold and risk of loss of such Goods passes to Buyer upon delivery by Seller to carrier, and claims for losses or damage shall be made by Buyer directly with Carrier. All artwork and related drawings, specifications and materials shall be owned by and shall be the property of Seller notwithstanding any delivery to or use of the Buyer, any payment or reimbursement to the Seller, or any contrary provision herein.
  7. CREDIT TERMS. All orders and shipments shall at all times be subject to the approval of the Seller’s Credit Department. The Seller reserves the right of declining to make shipment whenever, for any reason, there is doubt as to Buyer’s financial responsibility and Seller shall not in such event be liable for breach or nonperformance of contract in whole or in part. Standard items of credit shall be known as Net 30 Days from date of invoice. All deviations from standard terms of sale must be approved by Seller’s Credit Department.
  8. TAXES. Unless otherwise specifically provided in the face hereof, the price for the Goods purchased is net and does not include sales, use, excise or similar taxes, whether federal, state, or local. The amount of any such taxes applicable to the Goods shall be paid by Buyer in the same manner and with the same effect as if originally included in the purchase price.
  9. TERMINATION, CANCELLATION, RETURNS AND CHARGES. Orders cannot be cancelled or modified or shipment deferred after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to conditions then agreed upon which shall indemnify Seller against liability and expense incurred and commitments made by Seller, and which shall provide for profit on work in process and contract value of products or parts completed and ready for shipment. Product that may be subject for return will need a (RA) Return Authorization number assigned. After 30 days returns may be denied. Credit will be applied to the account. NO CHECK TO BE ISSUED FOR REFUNDS. Restocking charge will be applicable in the amount ot 25%, based on management approval
  10. ADDITIONAL CHARGES. (i.e.: printing plates, artwork preparation) If substitute or additional Goods, or repair parts, are purchased by Buyer from Seller, the terms and conditions of this contract shall be applicable thereto, the same as if such substitute or additional Goods or repair parts had been originally purchased hereunder.
  11. OVER AND UNDERRUNS. Seller reserves the right to ship and invoice at the rate for the quantity specified on the order, and overrun up to maximum of 5% of such quantities so specified on orders of 500,000 units or more. For quantities between 499,999 and 101,000 an overrun of 10% of such ordered will be the maximum. For quantities between 100,000 to 25,000 an overrun of 20%, and for quantities of 24,999 to 0 an overrun of 25% of such quantities will be the maximum. All overruns will not exceed 5% on orders of 500,000 units and over, 10% on orders between 499,999 to 101,000 units, 20% on orders between 100,000 and 25,000 units, and 25% on orders under 24,999 units.
  12. ARTWORK AND MATERIAL SPECIFICATIONS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CLAIMS OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH PRODUCT SPECIFICATIONS FURNISHED OR APPROVED BY THE BUYER, including without limitation, any claims arising out of the Buyer’s choice of artwork or use of caution warnings, and any claims in connection with the size mileage, or material of the product. Buyer agrees to defend and indemnify Seller against any claims or liabilities arising out of the Buyer’s choice or use of packaging materials supplied by Seller.
  13. GENERAL CONDITIONS.
    1. No agent, salesmen or other party is authorized to bind Seller by any agreement, warranty, statement promise or understanding not herein expressed.
    2. The sale of Goods pursuant to the order shall be governed by the laws in the State of PA.
    3. In addition to the rights and remedies conferred upon Seller by law, Seller shall not be required to proceed with the performance of any order or contract, if Buyer is in default in the performance of any order or contract with Seller, and in case of doubt as to Buyer’s financial responsibility, shipments under this order may be suspended or sent cash on delivery with bill of lading attached by Seller.
    4. Any clerical errors are subject to correction.
    5. No delay or omission by Seller in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not be constituted as a bar to or a waiver of any such right or remedy on any future occasion.
    6. This contract shall be binding upon and shall inure to the benefit of the successors, and assigns of Buyer and Seller, provided, however, that Buyer may not assign or transfer the contract in whole or in part except upon the prior written consent of Seller.
    7. If any provision of these Terms and Conditions are held to be unenforceable, the remaining provisions shall remain in full force and effect.
  14. ENTIRE CONTRACT. Upon Seller’s acceptance of Buyer’s order the terms and conditions set forth herein and in Seller’s Acknowledgement shall constitute the entire agreement between Buyer and Seller and no statement, correspondence, sample or other term shall modify or affect the terms herein.

Honesty is the soul of business.

-- Dutch Proverb