Language
|
Order Confirmations and Invoices
Scope & Applicability: These Terms and Conditions of Sale govern all purchase orders accepted by Packster and its affiliated entities ("Seller") and apply to all price quotes issued by Seller. If these Terms and Conditions differ from any terms in a purchase order or other procurement documents submitted by the buyer ("Buyer"), these Terms and Conditions take precedence. Any conflicting or additional terms are expressly rejected. Buyer's acceptance of or payment for the goods constitutes full agreement to these Terms. Taxes: All listed prices exclude sales tax, use tax, excise duties, customs charges, or any other applicable government levies. The Buyer is responsible for payment of all such taxes and fees.
Delivery
Order Commitment: All product orders are final upon Seller’s acceptance and cannot be canceled by Buyer. Once production begins, Buyer is responsible for the total purchase price and any costs incurred by Seller.
Shipping & Risk of Loss: Unless otherwise agreed in writing, (a) delivery is FOB Seller’s facility, and (b) title and risk of loss transfer to Buyer upon the earlier of (i) the product being handed over to the carrier at the shipping point or (ii) notification to Buyer that the order is available for pickup. Seller will follow Buyer’s shipping instructions; if none are provided, Seller will use the method deemed most suitable. Delivery dates are estimates, and while Seller will make reasonable efforts to meet them, it shall not be liable for delays.
Acceptance
Buyer must inspect and either accept or reject products within 60 days of delivery. Failure to notify Seller in writing of any nonconformity within this period constitutes full acceptance. Any use of the product beyond initial testing signifies acceptance.
Credit Terms
Credit Approval: Open account sales require prior credit approval and a satisfactory payment history. If at any time Seller determines that Buyer’s financial standing is unsatisfactory, it may require prepayment or collateral prior to further shipments.
Security Interest: On credit sales, Buyer grants Seller a purchase money security interest in the products and any proceeds thereof, securing Buyer’s payment obligations. Buyer agrees to execute any necessary documents to perfect this security interest.
Credit Memos
Any issued credit memos or discounts must be used within 90 days from issuance, after which they expire.
Warranty
Products are warranted to conform to agreed specifications and be free from material defects in workmanship. If a product is found to be defective, Seller will, at its discretion, repair or replace the item, provided that: (a) Buyer notifies Seller promptly in writing; (b) Seller authorizes the return in writing, and Buyer returns the item at Seller’s expense; and (c) Seller verifies the defect.
THIS WARRANTY REPLACES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Remedies outlined in this section are exclusive.
Safety and Compliance
Upon request, Seller will provide Material Safety Data Sheets (MSDS). Buyer agrees to review the MSDS before use and holds Seller harmless from any claims resulting from improper use.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE PRODUCT IN QUESTION. SELLER IS NOT RESPONSIBLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, CUSTOMER LOSS, OR DOWNTIME), WHETHER ARISING FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY. Any lawsuit against Seller must be filed within one year from the product’s delivery date.
Buyer Indemnification
Buyer assumes full responsibility for compliance with all applicable laws and regulations regarding the handling, storage, and use of products. Buyer agrees to indemnify and defend Seller against any claims arising from misuse, resale, or regulatory non-compliance.
Resale of Products
If Buyer resells Seller’s products, Buyer must require its customers to adhere to these Terms and Conditions as if they were the Buyer. Buyer will indemnify Seller from claims exceeding these agreed-upon limitations.
Intellectual Property Protection
Seller will defend Buyer against claims of U.S. patent infringement arising from Seller’s products, provided that: (a) Buyer promptly notifies Seller in writing; (b) Seller retains sole control of the defense; (c) Buyer cooperates fully; and (d) The claim does not arise from unauthorized modifications. If infringement is determined, Seller may obtain usage rights for Buyer, modify the product, or refund its purchase price. This section states Seller’s sole obligation regarding intellectual property claims.
Graphic Design Services
Buyer represents and warrants that any content or materials provided for graphic design services: (a) Are legally owned or properly licensed; (b) Do not infringe on third-party rights; (c) Are legally compliant and ethically appropriate; (d) Adhere to all relevant licensing agreements and laws.
Force Majeure
Seller shall not be liable for delays or failures due to events beyond its control, including natural disasters, labor strikes, transportation disruptions, material shortages, or governmental restrictions. If supply shortages occur, Seller may allocate inventory among customers as deemed commercially reasonable.
Confidentiality & Intellectual Property
Any proprietary information provided by Seller, including designs, pricing, and specifications, must remain confidential and not be disclosed to third parties. Seller retains all intellectual property rights in its products and developments, regardless of Buyer’s involvement in modifications.
Additional Terms
Governing Law & Venue: The laws of the State of Florida, excluding its conflict-of-laws principles, govern this Agreement. Any disputes shall be resolved exclusively in the state or federal courts of Delaware. The prevailing party in any litigation is entitled to recover reasonable legal fees.
Jury Waiver: TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE THEIR RIGHT TO A JURY TRIAL.
Assignment: Buyer may not transfer its rights under this Agreement without Seller’s prior written consent.
Severability: If any provision is found invalid, the remaining terms shall still apply.
Entire Agreement: This Agreement constitutes the full understanding between the parties and supersedes prior agreements. Amendments must be in writing and signed by both parties.