Terms and Conditions of Quotations
All quotations, offers to sell, proposals, acknowledgments and acceptances of orders by Combi Packaging Systems LLC, as seller are subject to the following terms and conditions, and acceptance by buyer is expressly limited to them.
CONTRACT OF SALE:
A binding contract of sale shall be entered into between buyer and seller, and shall become effective upon the happening of any of the following:
- Buyer's written acceptance of a firm written proposal submitted by seller.
- Seller's separate written acceptance of buyer's purchase order or other document furnished by buyer.
The contract of sale shall include all of the following terms and conditions. When the contract of sale is entered into by seller's written acceptance of buyer's purchase order or other document furnished by buyer, seller's acceptance is expressly limited to these terms and conditions, and any matters contained in any purchase order or other document furnished by buyer which state terms additional to or which conflict with the following are deemed proposals for addition to the contract of sale, and do not become part of the contract of sale unless expressly and separately agreed to by seller.
PRICES AND SPECIFICATIONS:
Prices and specifications quoted are valid for the stated period. Price quotations do not include any federal, state, local or other taxes, and buyer agrees to pay any and all such taxes which seller may be required by law to pay or collect on account of the manufacture or sale of goods and performance of any services under this agreement. All licenses or other approvals required shall be obtained by buyer, at buyer's expense. Buyer shall promptly ship prepaid and without charge to seller, for seller's approval, buyer's specified samples of containers and products to be handled by seller's products. After the contract of sale becomes effective, specification changes requested by buyer will be made only by separate written agreement, in which event the prices quoted in connection with the original specification will be subject to change. Seller reserves the right, without obtaining buyer's approval, to make changes in the design and specifications of the products sold hereunder, or of any component part, which changes do not affect the performance of the goods sold.
Any shipment dates quoted by seller are approximate. Seller shall not be liable for any loss, damage or expenses of any kind or delay in delivery, or failure to give notice of such delay, and such delay shall not constitute grounds for cancellation of the Contract of Sale. Seller reserves the right to select the mode of shipment and carrier. Risk of loss passes to buyer at the time of delivery of goods to the carrier, regardless of how freight is paid. Buyer shall insure the products against all risks, including damage and shipment, until final payment is made, with policies payable to seller's benefit as a loss payable under the policy. Buyer shall furnish a certificate of insurance with loss payable to seller. Buyer's acceptance of the products constitutes approval of the method and time of shipment and delivery. Buyer shall be liable to seller for any storage, warehouse or demurrage charges and any extra cartage and handling charges caused by buyer's failure or refusal to accept delivery of the products when tendered. If shipment is delayed at buyer's request, seller will invoice buyer according to the schedule of payment terms outlined in seller's proposal, payment shall immediately become due from buyer to seller and buyer shall pay costs of handling, storage and insurance of the products.
INSTALLATION AND MAINTENANCE:
Installation and maintenance service is not included in this agreement and will be offered under a separate agreement at standard current rates when scheduled in advance. (See rate sheet for complete details)
Seller warrants that the products sold hereunder are free from defects in material and workmanship when used in the manner and for the purpose for which designed, and in accordance with all instructions and directions for installation, operation and maintenance furnished by seller, for a period of one year from receipt at customer's designated delivery point, subject to the following conditions:
- Buyer shall notify seller in writing promptly upon discovery of facts giving rise to any claim under this warranty, stating specifically the nature of the claim, the date of discovery of same and identifying by serial number and invoice the product involved. Failure to so notify seller within ninety days after discovery of facts giving rise to the claim shall fully and completely relieve seller from any obligation under this warranty.
- No claim under the terms of this warranty will be accepted by seller unless and until the nature of the claim shall have been established to the satisfaction of an authorized representative of seller, and no return of any product claimed to be defective will be accepted unless accompanied by a Returned Material Authorization supplied by seller. If a claim is accepted, seller will issue a credit to buyer against the invoiced price of repair or replacement. All returns shall be at buyer's expense.
- Seller's obligations under this warranty are expressly limited to the repair or replacement, at seller's option, of any products or components determined by seller as aforesaid to be defective under the terms of this warranty, and do not extend to any damages arising from any alleged act or omission of seller, beyond the invoiced price of any product or component that is found by seller to be defective under the terms of this warranty.
- This warranty applies only to products properly used and maintained and is expressly non-applicable to any products or components which have been repaired, altered or changed other than in accordance with instructions and directions furnished by seller and its authorized representatives, or to any product which has not been operated or utilized in accordance with instructions or directions furnished by seller, or which has been operated or treated in any manner which, in the reasonable judgment of seller, adversely effects its reliability and performance.
- This warranty does not apply to normal wear or consumable parts. This warranty does not apply to any product or component not manufactured by the seller and buyer's sole warranty with respect to such items shall be that of the manufacturer, if any.
- Seller makes no warranty for equipment sold as “used”, express or implied including without limitation any warranty of merchantability or fitness for a particular purpose with respect to the equipment unless otherwise stated in the proposal.
DO NOT ALTER OR DISMANTLE MACHINE PARTS. THE MANUFACTURER WILL NOT BE RESPONSIBLE FOR ANY MODIFICATIONS TO THE EQUIPMENT PARTS AND ANY MODIFICATIONS TO MACHINE PARTS WILL VOID THE MANUFACTURER’S WARRANTY.WARRANTY DOES NOT COVER PARTS THAT HAVE BEEN INSTALLED IMPROPERLY, ABUSED, MISUSED, NEGLECTED ACCORDING TO PLANNED MAINTENANCE PROCEDURES, SERVICED BY NON-COMBI EMPLOYEES, USED FOR PURPOSES OTHER THAN ORIGINALLY DESIGNED FOR, AND/OR DAMAGED DUE TO USING ACCESSORIES SUPPLIED BY COMPANY OTHER THAN COMBI PACKAGING SYSTEMS LLC.
THIS WARRANTY COMPRISES THE ENTIRE AND SOLE WARRANTY PERTAINING TO THIS PURCHASE AND PRODUCTS SOLD HEREUNDER. SELLER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR PURPOSE, WHETHER EXPRESS, IMPLIED OR ARISING BY OPERATION OF LAW, TRADE USAGE OR COURSE OF DEALING, EXCEPT AS SET FORTH HEREIN. ANY OTHER REPRESENTATIONS, STATEMENTS OR PROMISES MADE BY ANY PERSON ARE UNAUTHORIZED AND ARE NOT BINDING UPON SELLER UNLESS SEPARATELY SET FORTH IN WRITING.
Newly added Warranty Feature: LIFETIME WARRANTY ON THE STRUCTURAL FRAMEWORK OF CASE ERECTOR BOTTOM SEALER.
REMEDIES OF SELLER:
The contract of sale shall be governed by the law of the State of Ohio, and the seller retains all rights under the applicable law in addition to those expressly provided for herein. Buyer agrees to execute any documents at seller's request with respect to creation and perfection of a security interest in the goods sold. If seller is required to employ attorneys or engage in any legal proceedings to enforce its rights hereunder, buyer agrees to pay seller's reasonable attorney's fees, costs and expenses incurred in connection with such enforcement.
REMEDIES OF BUYER:
Buyer shall give seller written notice of any claim for shortage or error within ten days after receipt at customer's designated delivery point, which is agreed to be a reasonable time for discovery and the giving of such notice, or be barred from any claim or remedy for such shortage or error. Other than as expressly provided herein, buyer's exclusive remedies for all claims arising out of the contract of sale shall be the right to return nonconforming products to seller, at buyer's expense and, at seller's option, to receive repayment of the purchase price or the repair or replacement of nonconforming products or components. Seller shall not be liable to buyer for any incidental or consequential economic damages arising from the use or operation of the products, any defects in the products, or any failure of the product to conform to specifications, requirements or expectations of the buyer.
Cancellation by Buyer of all or any part of an order based on this agreement must be submitted to Combi Packaging Systems LLC in writing and is subject to the following cancellation charges: All costs incurred up to the cancellation date including engineering, material and labor will be charged to the buyer in full, plus 15% of the order value including services, equipment, parts and/or options affected by the cancellation.
This agreement benefits seller, its successors and assigns. Seller may assign its rights under the contract, and the assignee and any subsequent assignee shall have all the rights and remedies of seller under the contract of sale. Neither the contract of sale nor the obligations there under may be assigned or transferred by buyer unless separately agreed to by seller, in writing.
RISKS NOT ASSUMED:
Seller does not assume the risk of strikes or labor disturbances, floods, accidents, wars, governmental regulations, commercial frustration, failure of the usual sources of supplies of any products sold or materials used in the manufacture thereof, delays by carriers, or other cause or occurrence beyond its control, and in the event of such occurrence or cause, seller shall be excused from further performance under this agreement.
In the event of assertion of any claim against buyer that the products sold hereunder constitute an infringement of any United States patent, or of any foreign patent for goods sold in a country where such foreign patent has been issued, buyer shall give seller prompt written notice by registered mail to seller's home office furnishing information concerning the name of the person or firm asserting patent infringement, and a copy of the patent or patents that may be asserted, and giving seller all necessary authority, information and reasonable assistance as requested by seller to permit seller to carry out any of the following options. Upon notification of such claim by buyer, seller retains the right at its option to do any of the following:
- Procure for buyer at seller's cost a license from the patent owner to use the goods;
- Modify the product at seller's cost so as to make it non-infringing without seriously impairing its performance;
- Replace the product at seller's cost with other product that is substantially equal, but not infringing;
- Upon thirty days' prior written notice of removal, remove the product from buyer's premises at seller's cost, and refund to the buyer the purchase price of the product;
- If suit is brought against buyer based upon such claim, to assume the defense of such claim, to assume the defense of such suit, in which event buyer shall give seller all necessary authority, information and assistance required by seller to enable seller to defend or settle such suit.
Adoption by the seller of any of the foregoing options shall excuse seller from any liability to buyer in connection with the assertion of such patent infringement claim against buyer. Buyer shall indemnify seller against all claims arising out of alleged infringement of any patent, design, copyright or trademark with respect to any product made to buyer's specifications or any product designed or constructed to handle, assemble or fill containers in accordance with buyer's specifications, and against all claims of contributory infringement, activity inducing infringement, and infringement of any method or process claim resulting from use by buyer of the goods sold hereunder.