TERMS AND CONDITIONS
Controlling Terms and Conditions: These Terms and Conditions of Sale (these “Terms”) apply to all sales of goods, materials and related services (collectively, “goods” or “products”) by Pak-Pro to the buyer (“customer”) who issues an order for the goods to Pak-Pro. Customer will be deemed to have accepted these Terms upon submission to Pak-Pro of a purchase order or other ordering document (collectively, “Orders”) for any goods. Pak-Pro objects to and shall not be bound by any terms or conditions that are different from or in addition to these Terms. Any additional or different terms or conditions contained in any document provided by customer to Pak-Pro (including, without limitation, in any Order previously or in the future issued by customer) are hereby expressly rejected, whether or not contained in any of the customer’s business forms or website or otherwise required as ‘click through’ acceptance or EDI system, and will not be part of the agreement between the parties, unless accepted in a separate signed writing by Pak-Pro’s authorized representative which signed writing expressly states that it shall govern and control over these Terms. No terms, conditions, description, price, quantity, specifications, or delivery schedule shall be changed, and no agreement or understanding in addition to or different from the terms and conditions stated herein shall be binding upon Pak-Pro without written authority from an authorized representative.
QUOTES & ORDERS
Orders: Orders may be placed by e-mail, mail, or EDI.
Quotes: Quotes made by Pak-Pro are only valid in writing and for thirty (30) days from the date of the quotation unless otherwise set forth in the quote. All quotes are subject to change or withdrawal without prior written notice to the customer prior to acceptance by the customer unless otherwise specifically stated in the quotation.
Quotations are subject to approval of customer’s credit.
Order Authorization: All orders require an authorized signature approving prices and freight arrangements, which may be confirmed by mail, or e-mail.
Custom Printed orders: All custom printed orders are subject to art charges which will be quoted up front and will require your signed approval before work is started.
Storage Fees: Orders not shipped as agreed are subject to storage fees.
PAYMENT
Payment: Payment shall be made to The Currahee Group, dba Pak-Pro. Payment shall be made by ACH unless otherwise designated by Pak-Pro.
Payment Terms: Normal terms are NET 30, based on the INVOICE DATE, unless otherwise mutually agreed upon in writing.
Credit Card Payments: There is a convenience fee when paying with a credit card.
Late Payments: A finance charge of 1.5% will be charged on past-due amounts monthly. 1.5% per month is equal to an annual rate of 18%. To avoid these charges, your payments must be RECEIVED on time. In addition to the foregoing and any remedies other that may be provided herein or in any purchase order, we may terminate any purchase order with immediate effect upon written notice to the customer, if the customer: (i) fails to pay any amount when due under any purchase order; (ii) has not otherwise performed or complied with any term or provision in any purchase order or these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Collection: If it is necessary to commence action to collect any unpaid balance, the applicant agrees to pay all costs of collection, including court costs, reasonable attorney’s fees, and interest at the rate of 1.5 percent per month (18 percent APR) on any unpaid balance. This agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio. Jurisdiction and venue shall be in Cuyahoga County, State of Ohio.
FINISHED GOODS
Unless otherwise agreed upon, finished goods must be shipped to customer within 30 days of the later of agreed upon delivery date or completion of production. Finished goods shipped after this time and/or in multiple releases are subject to inventory and/or release charges. Unshipped finished goods may be disposed of by Pak-Pro after 120 days unless otherwise agreed upon; customer will remain responsible for related product, production, inventory, release and other charges.
CUSTOMER INDEMNITY
The customer is fully responsible for complying with all instructions and precautions provided by us, as well as all applicable laws, regulations, and statutes related to the processing, transportation, delivery, unloading, storage, handling, sale, and use of the products, including United States export control laws. The customer also agrees to indemnify, defend, and hold us harmless from any claims, damages, losses, liabilities, costs, expenses (including reasonable attorneys’ fees), penalties and judgments arising from any proceeding, transportation, delivery, unloading, storage, handling, sale, or use of the products after delivery, that is (i) inconsistent with the provided instructions; (ii) in violation of any applicable law or regulation; or (iii) not due to our negligence or willful misconduct.
LIMITATION OF LIABILITY
Limitation on Damages: Pak-Pro shall not be liable to the customer for any special, incidental, punitive, or consequential damages (including loss of anticipated profits, business interruption, loss of use or revenue, cost of capital or loss or damage to property or equipment) arising in any way from the relationship of the parties or the production, sale or delivery of the goods by Pak-Pro. Pak-Pro’s liability to the customer shall be in all cases limited to the price paid by the customer for goods or services provided by Pak-Pro relating to the claims for damages. Pak-Pro will not be liable to the customer for any loss, damage, or injury to persons or property resulting from the handling, storage, transportation, resale, or use of its products after delivery or from the design of products to the extent provided by the customer. The customer may not set off any payments due hereunder against any other amounts Pak-Pro or its affiliate may owe to the customer.
Color Variability: Due to variations that occur during the printing process, printed colors may vary slightly. Although we conduct press checks before and during all printing orders, there may be minor changes in colors.
Fit For Purpose: Due to variations in our customers’ products and manufacturing processes, Pak-Pro cannot guarantee our products will perform in all applications. We will supply samples so that our customers can test the product and determine if it will meet their needs. After the samples are tested and approved, the customer assumes all responsibility for the product performing in that application.
Back-Orders: Pak-Pro makes every effort to ship orders complete. However, we will ship back-orders of 10% or more of the original order. In such cases we will notify the customer.
Return Period: Any damage, shortage, or other problems with your order must be reported to Pak-Pro’s designated account contact within 10 business days of receipt of merchandise. Please check your order when it arrives so any problems can be corrected in a timely manner.
Return Credits: No credits will be accepted without proper authorization. No returns will be accepted unless first approved by the Credit Department and a return authorization number is printed on the return. Please contact Customer Service to arrange for returns and credit authorization.
Confidential Information: All information furnished or made available by Pak-Pro to our customer in connection with the subject matter of these Terms, Pak-Pro’s quotation, or the customer’s purchase order shall be held in confidence by the customer. The customer agrees not to use such information or disclose such information to others without Pak-Pro’s prior written consent. The obligations in this paragraph will not apply to any information in the public domain which the customer can show by written records was in the customer’s possession prior to disclosure by Pak-Pro, or any information which is legally made available to the customer by or through a third party having no direct or indirect confidentiality obligation to Pak-Pro with respect to such information. Neither any purchase order nor these Terms transfers, licenses, or assigns any right, title, interest, or license to our intellectual property, including patents, trade secrets, and trademarks. We reserve all such rights, titles, and interests. Unless agreed upon in writing, any developments or improvements to products made by us will be our exclusive property, regardless of the customer’s involvement.
We shall be entitled to injunctive relief for any violation of this Section.
Warranties: Pak-Pro warrants, for a period of twelve (12) months following delivery to the customer, that the products delivered hereunder shall (A) conform to their specifications as previously communicated to the customer by Pak-Pro, (B) be conveyed free and clear of any lien, security interest or encumbrance created by Pak-Pro, (C) be free from substantial defects in material and workmanship, (D) not be adulterated or misbranded within the meaning of those terms under the Federal Food, Drug and Cosmetic Act and (E) be produced according to current “good manufacturing practices”. Pak-Pro makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
The customer assumes all risks incurred in the use of any material delivered hereunder. We will, at our option, repair or replace any defective or non-conforming product provided that you have: (a) notified us in writing of the defect or non- conformity within the timeframe set forth above; (b) obtained written return authorization from us and returned the non-conforming product to us at our expense; and (c) we have reasonably verified that the products are defective or non-conforming.
SALES & USE TAX
We are required to collect and remit sales tax, unless you provide us with a tax-exempt certificate. In the case of artwork and printing plates produced in Utah, Utah law requires that we collect and remit sales tax even if you have a tax-exempt certificate. If you provide us with a valid State of Utah tax exempt number and certificate, we are not required to collect sales tax on artwork or printing plates, but Utah law may require you to remit use tax on these purchases. The prices quoted in any quotation and reflected in any order are exclusive of any sales, use, revenue excise taxes, custom duties, or similar charges, all of which shall be the responsibility of the customer to pay.
FORCE MAJEURE
We shall not be liable for any delays caused by events outside of our reasonable control, including but not limited to acts of God, fires, floods, strikes, war, riot or civil unrest, accidents, delay by suppliers of material or shortages of material, inability to obtain necessary labor manufacturing facilities, utilities, or transportation. If, for any reason, we are unable to supply the agreed-upon quantities of product, we may allocate our available supply among our customers, including affiliates, departments, and divisions, in a commercially reasonable manner, without incurring any liability to the customer for failure of performance resulting from such allocation.
MISCELLANEOUS
The prevailing party in any litigation shall be entitled to recover all reasonable costs, fees, and expenses, including attorneys’ fees and expenses incurred in connection with any trial, appeal, or petition for review. The parties waive their right to a jury trial in any action arising under any purchase order. The customer may not assign any purchase order without our prior written consent. No waiver of any violation or nonperformance in one instance shall be deemed to be a waiver of any subsequent violation or nonperformance, and all waivers must be in writing. If any term or provision is found to be invalid or unenforceable, the remainder of the terms and provisions shall remain in effect to the fullest extent permitted by law. The relationship between the parties is that of independent contractors. Nothing herein shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. The applicable purchase order together with these Terms is the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the subject matter. No usage of trade, course of performance or course of dealing purporting to modify, vary, explain, or supplement the terms herein shall be binding upon the parties unless made in writing and signed by the party against whom enforcement is sought. Neither party’s name or its registered trademarks or logos shall be used by the other party without the registrant’s prior written consent, whose approval may be withheld. Neither party shall refer to the other party or publish the fact that a party purchased or sold goods and/or services to the other party in any advertising, press release, client list or other promotional or marketing materials without the other party’s prior written consent, whose approval may be withheld. In the event of any ambiguity, it shall not be construed against one party or the other merely by virtue of any such party having been the drafting party or any particular provision because it is fully acknowledged that both parties have contributed substantially and materially to the preparation of all provisions. Provisions which by their nature should apply beyond their terms will remain in force after any termination or expiration of any order including, but not limited to, the following provisions: Customer Indemnity; Confidential Information; Limitation on Damages; and Miscellaneous.