GENERAL:

All sales, including related quotations, offers to sell, proposals, acknowledgments and acceptances of orders by Combi Packaging Systems LLC, as seller (“Combi”), are subject to the following terms and conditions (“Terms”), and acceptance by the buyer (“Buyer”) is expressly limited to them. These Terms are subject to change by Combi without prior written notice to Buyer at any time, in Combi’s sole discretion. The latest version of these Terms will be posted on this website. Buyer should review these Terms prior to purchasing any products. 

CONTRACT OF SALE:

These Terms become binding and effective upon the happening of any of the following: 

• Buyer's written acceptance of a firm written proposal submitted by Combi. 
• Combi's separate written acceptance of Buyer's purchase order or other document furnished by Buyer. 
• Combi’s commencement of performance and approvals provided by Buyer throughout the design and manufacturing process. 

Any action by Buyer to order products are subject to these Terms, regardless of whether Buyer signs Combi’s proposal. Combi’s proposals are issued on the condition that Buyer accepts these Terms. Issuance of a purchase order by Buyer will confirm Buyer’s acceptance of these Terms, regardless of whether Buyer references a proposal number on Buyer’s purchase order. Combi's written acceptance of Buyer's purchase order or other document furnished by Buyer is expressly limited to these Terms, and any matters contained in any such 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 these, and do not become part of these Terms unless expressly and separately agreed to by Combi. No modification, amendment, revision, waiver or other change will be binding on Combi unless agreed to in writing by an authorized Combi representative. These Terms, combined with the related quotation, proposal, purchase order, acknowledgment, and acceptance, shall collectively constitute the agreement (the “Agreement”) governing and controlling the sale of the identified products and services from Combi to Buyer. 

PRICES AND SPECIFICATIONS:

Prices and specifications quoted are valid for the stated period; provided, however, that Combi may apply material, energy or other surcharges based on the incurrence by Combi of such surcharges or increases in material or energy costs. Price quotations do not include any federal, state, local or other taxes, and Buyer agrees to pay any and all such taxes which Combi may be required by law to pay or collect on account of the manufacture or sale of goods and performance of any services under these Terms. All licenses or other approvals required shall be obtained by Buyer, at Buyer's expense. Buyer shall promptly ship prepaid and without charge to Combi, for Combi's approval, Buyer's specified samples of containers and products to be handled by Combi's products. After these Terms become 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. Combi 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, provided such changes do not affect the performance of the goods sold. 

PAYMENT TERMS:

Payment terms are Net 30 from invoice date or as defined in the schedule of payment terms outlined in Combi's proposal. Combi has the right, in addition to any other remedies allowed in equity or by law, to assess service charges on overdue accounts in the amount of one and one-half percent (1½%) per month or the maximum interest rate permitted by applicable law, whichever is lower. Combi also has the right at any time to require full or partial payment in advance of shipment, whether based upon payment history, Combi’s assessment of Buyer’s financial condition or other factors. In the event of non-payment, Customer agrees to pay all costs of collection incurred by Combi, including, without limitation, court costs and reasonable attorneys’ fees. 

SHIPMENT AND INSPECTION:

Any shipment dates quoted by Combi are approximate. Combi 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 order. Combi 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 (i.e., at shipping point), 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 Combi's benefit as a loss payable under the policy. Buyer shall furnish a certificate of insurance with loss payable to Combi. Buyer shall give Combi written notice of any claim for shortage or error within ten days after receipt at Buyer’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, and failure to so notify Combi shall be deemed acceptance. Buyer's acceptance of the products constitutes approval of the method and time of shipment and delivery. Buyer shall be liable to Combi for any storage, warehouse or demurrage charges and any 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, Combi will invoice Buyer according to the schedule of payment terms outlined in Combi's proposal, payment shall immediately become due from Buyer to Combi and Buyer shall pay costs of handling, storage and insurance of the products. 

INSTALLATION AND MAINTENANCE:

If installation and maintenance service are identified as included in the sales quotation or proposal to which these Terms relate, then such installation and maintenance service will be provided at the rates charged by Combi for such service at the time of the performance of the same and shall be invoiced to, and paid by Buyer in accordance with the payment terms set forth in these Terms. Such installation and maintenance services shall otherwise be governed by these Terms, including, without limitation, the limited warranty and limitation of liability provisions set forth below. 

WARRANTY:

Combi warrants that the products sold hereunder are free from defects in material and workmanship for a period of one year from receipt at Buyer's designated delivery point, except for replacement parts, which are warranted for 60 days. This warranty and related warranty claims submitted to Combi are subject to the following conditions: 

• Buyer shall notify Combi 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 Combi within sixty days after discovery of facts giving rise to the claim shall fully and completely relieve Combi from any obligation under this warranty. Claims for defects in the replacement parts must be provided during the warranty period or shall fully and completely relieve Combi from any obligation under this warranty. 
• No claim under the terms of this warranty will be accepted by Combi unless and until the nature of the claim shall have been established to the satisfaction of an authorized representative of Combi, and no return of any product claimed to be defective will be accepted unless accompanied by a Returned Material Authorization supplied by Combi in accordance with Combi’s Parts Return or Exchange Policy. 
• Combi’s entire liability and obligation to Buyer under this warranty shall be expressly limited to the repair, replacement or crediting, as Combi may choose in its sole discretion, of any defective or non-conforming products or items. All returns shall be at Buyer's expense. 
• This warranty applies only to products properly used and maintained in accordance with instructions and directions furnished by Combi or its authorized representatives or in accordance with standard industry practice. This warranty will not apply to products that have been repaired, altered or changed by someone other than Combi or its authorized representatives, misused, abused, damaged by negligence, accident, acts of God, sabotage, or improper circuit protection, or which has been operated or treated in any manner which, in the reasonable judgment of Combi, 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 Combi and Buyer's sole warranty with respect to such items shall be that of the manufacturer, if any. 
• Combi 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. 

 

All claims under the replacement parts warranty must be made within 60 days after shipment date or shall be deemed waived by Buyer. Upon receipt of notice alleging a defect in material or workmanship, Combi shall have the right to inspect and investigate to determine the validity of the defect. To the extent Combi determines that there is a defect for which Combi is responsible, Combi, at its sole discretion, will have the option to repair the defect, replace the products, or refund Buyer the price paid for the defective product. The foregoing are the sole remedies available to Buyer for product defects. 

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, OR 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 OF PRODUCTS SOLD HEREUNDER. COMBI 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. BUYER ANY OTHER REPRESENTATIONS, STATEMENTS OR PROMISES MADE BY ANY PERSON ARE UNAUTHORIZED AND ARE NOT BINDING UPON COMBI UNLESS SEPARATELY SET FORTH IN WRITING. BUYER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS ARE SUFFICIENT FOR BUYER’S PURPOSES. THE ABOVE REMEDIES ARE BUYER’S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY OR FOR ANY OTHER OBLIGATION ARISING BY OPERATION OF LAW OR OTHERWISE WITH RESPECT TO THE ORDER, REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT LAW, TORT LAW (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) OR OTHER LEGAL THEORY. IN NO EVENT SHALL COMBI BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF BUYER, INCLUDING, WITHOUT LIMITATION, LOSS OF USE OR UNDER-UTILIZATION OF LABOR OR FACILITIES OR LOSS OF REVENUE OR ANTICIPATED PROFITS. 

SECURITY INTEREST:

Buyer grants Combi a security interest in the products purchased and the proceeds thereof, which security interest shall continue until payment in full of the purchase price and payment and performance by Buyer of all of its other obligations hereunder. Combi is entitled to all remedies of a secured party after default under the Ohio Uniform Commercial Code in addition to all other rights provided by contract and by operation of law. The products purchased shall remain personal property and shall not become or be deemed a fixture or a part of any real estate on which it may be located. Buyer agrees to execute any instrument or document considered necessary by Combi to perfect its security interest in the products including, but not limited to, financing statements, chattel mortgages, deeds of trust, deeds to secure debt, mortgages or other security instruments. 

STORAGE:

The terms of this section of these Terms shall govern the storage by Combi of any products sold to Buyer pursuant to these Terms (the “Stored Products”) at Combi’s facility (the “Premises”). The term of storage of any Stored Product shall commence on the date that Combi advises Buyer that a Stored Product is ready to be shipped, and shall terminate upon either party providing the other with thirty (30) days advance written notice of termination. Combi will allow Buyer to store the Stored Product at the rental rate and under the payment terms provided by Combi to Buyer on or prior to the commencement of the storage; provided, however, that it is expressly understood by Buyer that any and all accrued rent must be paid in advance of shipment of the Stored Product to Buyer.

As part of the consideration for Buyer being allowed to store the Stored Products at the Premises, Buyer hereby releases and waives any and all actions, claims, rights, liabilities, and obligations, in law or in equity, which Buyer or its agents, assigns, shareholders, directors, officers, natural guardians, executors, administrators, or any other third parties acting under or through Buyer, now or hereafter may have, whether known or unknown, against Combi, its affiliates, agents, employees, officers, members, successors, assigns, and insurers, arising out of or in any way pertaining to the Stored Products stored, or this Agreement, including but not limited to claims sounding in tort, intentional torts, contract, or common law, and claims of personal injury, quiet enjoyment, breach of the peace, statutory violations, invasion of privacy or property damage. 

The Stored Products are not insured by Combi against loss or injury, however caused. Further, all Stored Products will be stored at Buyer’s risk of loss from fire, water, leakage, vermin, breakage, accidental or providential causes, strikes, riots, or insurrection all from inherent qualities of the Stored Products. All Stored Products which are susceptible to damage due to temperature changes or the causes incident to general storage are accepted only at Buyer’s risk for the damage which might result from general storage conditions. 

Pursuant to Chapter 1307 of the Ohio Revised Code, Combi, as a warehouseman, has a lien in the Stored Products stored pursuant to this Agreement, or, in the event of default of Buyer as set forth in this Section, on the proceeds of the Stored Products in Combi’s possession, for all Rent and other charges in relation to Buyer’s Stored Products becoming due under this Agreement and for expenses necessary for the preservation of such Stored Products or expenses incurred in the sale or other disposition of the Stored Products pursuant to law and the terms of this Agreement (the “Lien”). The Lien attaches as of the date of commencement of the storage. Upon default by Buyer of any term or covenant of this Agreement, including failure to make timely payment of Rent, and in the event Combi enforces the Lien as a result of said default, Combi shall deliver notice to Buyer, in person or by certified mail, at Buyer’s last address given to Combi. If the Rent and other charges remain unpaid, in full or in part, after delivery of the notice, Combi may sell the Stored Products at a private sale or dispose of the Stored Products in any manner considered appropriate by Combi, including, but not limited to, destroying or repurposing all or any part of the Stored Products. Buyer may reclaim the Stored Products subject to the Lien at any time prior to the sale, by paying all Rents and charges which are the subject of the lien and the reasonable expenses incurred by Combi incurred under this paragraph, such payment to be made in cash or by certified or cashier’s check, and on the further condition that Buyer forthwith remove all such reclaimed Stored Products from the Premises. In the event the lien sale occurs, nothing herein shall prevent Buyer or Combi from bidding on the Stored Products subject to the lien. 

GOVERNING LAW AND VENUE:

These Terms are governed by the law of the State of Ohio, and Combi retains all rights under the applicable law in addition to those expressly provided for herein. Any dispute arising out of these terms shall be filed and heard in the venue of Stark County, Ohio. Buyer agrees to execute any documents at Combi's request with respect to creation and perfection of a security interest in the goods sold. If Combi is required to employ attorneys or engage in any legal proceedings to enforce its rights hereunder, Buyer agrees to pay Combi's reasonable attorney's fees, costs and expenses incurred in connection with such enforcement. 

ORDER CANCELLATION:

Cancellation or termination by Buyer of all or any part of an order must be submitted to Combi in writing prior to completion of manufacturing or shipment of all or a portion of the order. Upon cancellation or termination of an order, Combi will invoice, and Buyer agrees to pay, an amount determined by Combi by multiplying the total order amount, as quoted by Combi, and multiplying such sum by the percentage of completion of the order at the time of termination, as determined by Combi. Combi reserves all other rights with respect to the order, and nothing in this agreement or any order implies that payment of amounts invoiced as a result of termination or cancellation are Combi’s sole remedy. 

ASSIGNMENT:

These Terms benefit Combi, its successors and assigns. Combi may assign its rights under these Terms, and the assignee and any subsequent assignee shall have all the rights and remedies of Combi under these Terms. Neither these Terms nor the obligations under these Terms may be assigned or transferred by Buyer unless separately agreed to by Combi in writing. 

RISKS NOT ASSUMED:

Combi does not assume the risk of strikes or labor disturbances, floods or other acts of God, 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. In the event of such occurrence or cause, Combi shall be excused from further performance under these Terms. 

SEVERABILITY; WAIVER:

In the event that any portion of these Terms and Conditions and Agreement are held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth in the Terms and Conditions and Agreement and the remainder of the Agreement shall remain in full force and effect. No waiver of any breach or default under the Agreements shall be deemed to be a waiver of any preceding or subsequent breach or default. 

ENTIRE AGREEMENT: 

The Agreement, including without limitation all Attachments and this Terms and Conditions, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter.