Terms & Conditions of Sale

TERMS AND CONDITIONS OF SALE

1.   Amgraph’s (Seller) acceptance of Buyer’s offer to purchase the products set forth herein, and Seller’s sale of the same is expressly conditioned on the acceptance by Buyer of the terms and conditions contained herein, and in Seller’s quotation or Acknowledgement, if any. Seller shall not be bound by any terms and conditions set forth in Buyer’s purchase order.  Except as provided herein, these terms may not be accepted in part and/or modified and all such different or additional terms and conditions shall be null and void. 

      If these Terms and Conditions of Sale accompany Seller’s price quotation or proposal, such quotation or proposal shall automatically expire unless an offer to purchase is submitted by Buyer for acknowledgement within thirty (30) days from the date of such quotation or proposal, or such longer period as may be specified in the quotation or proposal. 

2.   All prices are subject to change at any time, upon written notice, unless otherwise agreed to in writing.  Any material increases to the cost(s) of production, including but not limited to costs of procurement, manufacture, and shipping, will be passed on to Buyer.  Any temporary surcharge imposed on Seller will be passed on to Buyer during the period of time the surcharge is in effect.  Buyer acknowledges and understands that duties, tariffs and/or similar government-imposed fees for certain raw materials can be volatile and subject to change, and that any additional costs, including retroactive costs, will be passed along to Buyer.

      If pricing includes freight, Buyer acknowledges and understands that freight rates are subject to change and any changes will be to the expense of Buyer.  Pricing does not include and Buyer will be responsible for and pay all taxes, levies, duties, tariffs, brokerage fees, insurance premiums and other related costs levied in connection with the transportation of the product.

3.   All artwork will be furnished by Buyer or will be obtained by the Seller and invoiced to Buyer and will become Buyer’s property.  To the extent it has such rights, Seller hereby assigns all right, title and interest in and to any such artwork to Buyer.  Buyer’s alterations to any artwork may incur additional cost(s). If applicable to the production of the products listed herein Buyer will not incur additional costs due to the normal wear and tear of Gravure sleeves and/or Flexo plates, as appropriate.  

4.   Prices are based on Seller’s customary pallet shipment preparation.  Prices may be adjusted for any change in palletization prior to the shipment of the order.

5.   Payment terms are net (30) thirty days from date of invoice (which shall be no earlier than the date of shipment, or manufacture in the case of goods available for shipment but held by Seller at Buyer’s request), unless otherwise agreed to in writing. Any invoices that are not paid in 30 days of receipt will incur a 1.5% interest fee on any or all charges not paid in full.

6.   Orders cannot be cancelled without charge after purchase of raw materials and/or manufacture has begun.  Amount due is dependent on the materials and manufacture time expended. Buyer is responsible for all costs incurred up to and including the time of cancellation. This includes all costs expended and committed for raw materials, work in process, finished Goods, labor, supplies, administrative costs, outside services or consultants, and any other costs associated with Seller’s performance of the Order.

7.   All pricing is predicated on shipping orders upon completion of manufacture or have-ready-date.  All goods not shipped within 30 days of date of manufacture or have-ready-date shall be subject to a carrying charge of 1.5% per month against the value of the goods.

8.   Each delivery shall stand as a separate sale. Buyer shall pay for the goods delivered whether such delivery is in whole or partial fulfilment of the related order.  If payment is not made for partial goods delivered Seller shall have the option of canceling any unfulfilled portion of the Order.

9.   Delivery times are approximate and are not binding unless expressly stated otherwise.  Seller will not be liable for any charges or costs resulting from either late or early delivery of products from the delivery time quoted no matter the cause.

10. 10% over-run or under-run of the order quantity will constitute fulfillment of the Order.

11. Variations of ± 5% in basis of weight, thickness, and count; and variations in other physical properties that are not in material variance with trade customs, shall not constitute breach or non-fulfillment of the Order.

12. Any product specification(s) contained herein is given and accepted at Buyer’s risk.  Buyer should independently verify if a product will suit their particular needs.  Seller makes no guarantee of results and assumes no obligation or liability in connection with its statements, nor should Buyer rely on the same.  If applicable, Seller may source components individually certified as compostable, recyclable, or similar sustainability claims, however Seller has not, nor will it, obtain such certification for the product.  Seller does not make any performance claims related to, and Seller assumes no obligation or liability in connection with certification that the product(s) is compostable, recyclable, or similar sustainability claims.  Buyer is solely responsible for certifying product as compostable, recyclable, or similar sustainability claims.  Product is expected to maintain its quality when stored unopened, and under optimal circumstances, however storage conditions upon delivery are beyond Seller’s control, therefore Seller makes no claims or warranty with regards to shelf life. SELLER IS NOT RESPONSIBLE FOR DAMAGE TO THE GOODS, AND/OR QUALITY AND/OR PERFORMANCE ISSUES RESULTING FROM SUB-OPTIMAL STORAGE CONDITIONS.  SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY.  SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

13. Buyer must promptly inspect all product when received.  All claims, other than freight claims, must be made in writing within thirty (30) days of receipt for non-conformities reasonably discoverable upon inspection, and no later than twelve (12) months after delivery, or manufacture in the case of goods available for shipment but held by Seller at Buyer’s request, for latent non-conformities. Buyer shall provide Seller with samples, shall give Seller reasonable opportunity to examine the product(s) and shall co-operate with Seller’s investigation into the alleged non-conformity.  If Buyer does not submit a written claim within the timeframe specified they will be deemed to have waived any claim for defects.  All returns must be approved in advance by Seller. Approved returns must arrive in good condition to allow for proper analysis and possible re-work.  No goods may be returned and no credit will be issued after one year from the date of delivery, or manufacture in the case of goods available for shipment but held by Seller at Buyer’s request.  If applicable, Buyer must file all freight claims in writing, with the carrier, or Seller, if Seller arranged transport, immediately upon receipt and the condition of the shipment must be noted on the bill of lading, a copy of which shall be included with Buyer’s claim.  In all instances, Seller’s liability is limited to the price of the defective merchandise. In no case shall Buyer be entitled to consequential damages, including loss of profit, loss of revenue, cost of recalls, increased labor costs and the like. Seller bears no liability if goods are produced pursuant to the specification(s), and/or if Buyer fails to independently verify if a product will suit their particular needs.  Buyer agrees to defend and indemnify Seller, including but not limited to reasonable attorney fees, against any suits or liability, including product liability, product recall, suits by end users, or contract or personal injury suits, claims or judgments, arising out of use of the underlying product to be packaged, including suits or liability relating to any danger in use of such product, or omission of, or deficiency in, any requisite warning on such packaging.

14. Each party may directly or indirectly have access to or receive information (“receiving party”), which the other party (“disclosing party”) may deem to be confidential or proprietary (“Confidential Information”). The receiving party shall keep all Confidential Information strictly confidential and shall not disclose it, or allow access to any person that is not a party, or use it for any purpose other than strictly in connection with the performance of this Agreement. Confidential Information shall remain the property of the disclosing party.  Quotes are confidential.

15. Neither party shall be liable to the other for any failure or delay in the performance under this agreement caused by events beyond the control and without the fault or negligence of the party affected or its employees, representatives, agents or contractors and which said party is unable to prevent or provide against by the exercise of reasonable diligence including: acts of God, war, civil disturbances, labor interruptions, riots, floods, fires, explosions, or events of similar nature. In the event of a force majeure event the party suffering the event will use commercially reasonable efforts to restore its operation affected by the event.  A failure to substantially restore performance after 120 days may result in the release of the other party’s obligations.

16. These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof to the exclusion of any understandings, representations, warranties, and undertakings, whether written or oral, between them regarding such matters. These Terms and Conditions of Sale may not be amended or modified, in whole or in part, except as stated herein or by an instrument in writing signed by authorized representatives of both parties.  No waiver of any term or condition is valid unless it is in writing and signed by a duly authorized person of the party charged with the waiver. Additionally, absent a writing signed by both parties with respect thereto, the failure of either party to insist on strict compliance with any of the terms and conditions of this agreement shall not be deemed a waiver of such, or of any similar right or power hereunder.  All remedies of each party shall be cumulative. No waiver by either party of any breach or default by the other party of any of its obligations under this agreement shall be deemed to be a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought.

      Any disputes between the parties shall be resolved under the auspices, but not the rules, of the American Arbitration Association (“AAA”) before a mutually agreed upon, qualified, single arbitrator panel, pursuant to panels of qualified commercial arbitrators submitted by AAA.  If the parties cannot come to a mutual decision regarding an arbitrator, each party will elect a single arbitrator and the elected arbitrators will then jointly appoint a qualified single arbitrator panel. 

      This agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to conflict of law principles. If a party fails to arbitrate, or in a suit to enforce an arbitrator’s decision each party hereby irrevocably consents to the exclusive jurisdiction and venue of the appropriate Court within the State of Connecticut.