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. 

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.

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 extra cartage and handling charges caused by Buyer's failure or refusal to accept delivery of the products when tendered. 

INSTALLATION AND MAINTENANCE: 

Installation and maintenance service is not included in these Terms. 

WARRANTY: 

Combi warrants that each product sold hereunder are free from defects in material and workmanship for a period of twelve (12) months from the date of invoice for the product. This warranty and related warranty claims submitted to Combi are subject to the following conditions: 

• This warranty will not apply to products that have been modified, 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. 
• Buyer must check/inspect the product for conformity and the absence of defects within seven (7) days from the date of delivery of the product to Buyer. 
• Buyer shall notify Combi 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 or part number, quantity and invoice or purchase order number of or for the product involved.
• No return of any product claimed to be defective will be accepted unless accompanied by a completed Returned Material Authorization (“RMA”) supplied by Combi after receiving email notice of the warranty claim. Return shipping instructions will be provided by Combi. 
• The product at issue must be sent to Combi in its original packaging with the RMA paperwork.
• No claim under the terms of this warranty will be accepted by Combi unless and until receipt of the product by Combi and the nature of the claim shall have been established to the satisfaction of an authorized representative of Combi.
• 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. 

DO NOT ALTER OR DISMANTLE MACHINE PARTS. THE MANUFACTURER WILL NOT BE RESPONSIBLE FOR ANY MODIFICATIONS TO THE PRODUCTS OR RELATED PARTYS AND ANY SUCH MODIFICATIONS 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. 

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. 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.