Terms of Sale

TERMS AND CONDITIONS OF SALES

1. Governing Provisions and Acceptance.​  All sales by Preferred Packaging / PreferPack (“Seller”) are subject to these Terms and Conditions. Seller objects to any additional or different terms which may contained in Buyer’s purchase order, acknowledgement, or other forms. Acceptance of Buyer’s purchases order is expressly conditioned upon Buyer’s assent to the Terms and Conditions set forth herein, and no other terms, provisions or conditions shall be effective unless expressly accepted by Seller and noted on the face of this form.

2. Payment. ​ Unless otherwise specified in writing. Buyer shall be entitled to a one Percent (1%) discount on invoices paid within ten (10) days of date on invoice. Unless Seller requires payment in advance, payment is due thirty (30) days from the date of the invoice. Payments not made when due shall bear interest at the rate of one and one­half percent (1.5%) per month from date of shipment until paid in full. All prices are F.O.B.

   Sellers plant exclusive of any taxes, including sales or use taxes.

3. Delivery​.   All quoted delivery dates or periods are approximate. The delivery periods shall commence when Seller shall have acknowledged receipt of complete specifications and applicable documents required to effect shipment. Claims for shortages or other errors must be made in writing to Seller within twenty (20) days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.

4. Quantities​.  In case of sales for a stated quantity, over­runs and under­runs of will occur are will be within the industry standard. Buyer agrees to pay a proportionate increase or decrease in price as a result of the over­run or under­run.

5. Taxes and Other Charges.  ​Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value­added tax, or any other tax, fee or charge of any nature imposed by any governmental authority, shall be paid by Buyer in addition to the prices quoted on invoice. Buyer shall hold Seller harmless from any such tax, fee or charge and shall reimburse Seller if Seller is required to make such payment.

6. Limited Warranty.​  Seller warrants products supplied hereunder to be free from defects in materials and workmanship for a period of 3 months from the date of shipments. If within such a period any product shall prove to be defective, such product shall be repaired or replaced at Seller’s option. Seller’s warranty obligation shall be limited to such a repair or replacement and shall be Buyer’s exclusive remedy hereunder and shall

   be conditioned upon return of such a product to Seller. This warranty shall not apply to goods which have been subject to negligence, accident, damage by circumstances beyond Seller’s control or improper storage or other than normal use. There are no express warranties beyond the terms of this limited warranty. In no event shall any implied warranties, including but not limited to implied warranties of merchantability and

   fitness for particular purpose, extend beyond the durations of the express warranty contained herein. In no event shall Seller be liable for incidental or consequential damages. Warranty does not extend to the efficacy of the Seller’s products for use with Buyer’s products. See #15 for more detail.

7. Exclusion of Consequential Damages and Disclaimer of Liability.​  Seller’s liability with respect to breaches of warranty shall be limited as provided in paragraph 5. With respect to other breaches of this contract, Seller’s liability shall in no event exceed the contract price. Seller shall not be subject to and disclaims: 1) Any other obligations arising out of breach of contract or of warranty, 2) Any obligations whatsoever arising

   from tort claims (including negligence and strict liability) or arising under other theories of law with respect to product sold or services rendered by Seller, or any undertakings, acts or omissions relating thereto, and 3) All consequential, incidental and contingent damages whatsoever. Without limiting the generality of the following. Seller specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facility or services, down time, shutdown or slow down costs, spoilage of material, or any other types of economic loss.

8. Title and Risk of Loss. ​  Risk of loss or damage to the goods shall pass to buyer F.O.B Seller’s Plant.

9. Continuing Terms.​  If this transaction is one of a series of orders, oral or written, placed by Buyer these Terms and Conditions shall apply to all of the sales which are the subject of the series.

10. Supplied Components.​  If Buyer supplies components to seller which increase production costs not contemplated by Seller in the original pricing. Seller will notify Buyer and the contract shall be renegotiated or terminated. Buyer shall pay all reasonable costs of Seller up to the date of termination. Buyer agrees to reimburse Seller or to purchase from Seller any inventory purchased by Seller to meet Buyer’s order or continuing orders which may be on hand at time of termination of the contract.

11. Force Majeure.​  Seller shall not be liable for any loss or damages as a result of Seller’s delay in or failure of delivery due to any cause beyond its control, including but not limited to labor disputes, floods, fire, transportation delays, inability to obtain materials, or manufacturing equipment breakdown. Should any of the aforementioned events occur, Seller, at its option, may cancel Buyer’s order with respect to any undelivered goods or extend the delivery date for a period equal to the time lost because of such delay. Notice of such election shall be given promptly to Buyer. In the event Seller elects to cancel the order, Seller shall be released from all liability for failure to delivery the goods, including but not limited to, any and all claims on behalf of Buyer for lost profits, or any other claim of any nature which Buyer may have. If shipping or progress of work is delayed or interrupted by Buyer, directly or indirectly, Buyer shall pay Seller for all additional charges resulting there from.

12. Indemnity​.  Buyer agrees to the indemnity, defend and save Seller harmless from and against any and all loss to property, both real and personal, including Buyer’s property, arising or growing out of or in connection with the performance of this order, and from and against any and all damage, claims, demands or suits of whatever nature, and any expense incidental thereto, (including attorneys’ fees), which may be made, claimed or brought by Buyer, its employees or agents, or by any other person or persons arising or growing out of or in connection with the performance of this order, or any act or omission in connection therewith, whether caused by negligence of Seller, its agents or employees or otherwise.

13. Entire Agreement and Governing Law. ​ These Terms and Conditions shall constitute the entire agreement between Seller and Buyer, and shall be governed and construed according to the laws of the State of Illinois.

14. Separability​.  If any provisions of the Terms and Conditions shall be deemed illegal or unenforceable. such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof which shall be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of

    these Terms and Conditions.

15. Efficacy. ​ As the seller, PreferPack, does not warranty the usage of the product supplied. The only warranty by PreferPack is the product is made to the buyer’s specifications. It is up to the buyer to determine the product’s efficacy.