Preferred Packaging Co., Inc. d/b/a PreferPack
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.