Terms and Conditions

All quotations, offers to sell, proposals, acknowledgments and acceptances of orders by Combi Packaging Systems LLC, as seller are subject to the terms and conditions on the appropriate following pages, and acceptance by buyer is expressly limited to them.

Terms and Conditions of Rental

DEFINITIONS:

As used herein, “Agreement” refers to the Purchase Order – Equipment Rental from Combi to Customer and the terms and conditions contained herein. All other terms used herein but not defined herein have the meaning ascribed thereto in the Purchase Order – Equipment Rental.

TERM:

The Term will commence upon the delivery of the Equipment (or Customer’s pickup as the case may be). Upon termination of the Term, Customer will return the Equipment to Combi during normal business hours to a location as designated by Combi. Customer hereby acknowledges that (i) Combi may suffer economic damages, for which Customer will be liable, as a result of Customer’s failure to timely return the Equipment as provided above, and (ii) until such time as Customer returns the Equipment, Customer’s obligations hereunder, including payment of Rent, will continue; provided, however, such use by Customer shall not be construed as a renewal of this Agreement, and Combi may take possession of the Equipment at any time. Customer further acknowledges that even if Customer requests pickup of the Equipment, Customer will remain responsible for all liability assumed by Customer under this Agreement until the Equipment is actually picked up by Combi. Until such time as Combi receives actual possession of the Equipment, Customer agrees to hold such Equipment in a safe and secure manner. Customer will clean and return the Equipment to Combi in the same condition as the Equipment was in when received, reasonable wear and tear excepted, and Customer agrees to pay for any loss or damage to the Equipment occurring during the Term. In the event Combi determines that the Equipment is not clean or in proper condition, Combi may charge Customer a commercially reasonable cleaning, repair, or replacement fee. Notwithstanding the foregoing, in the event that Customer exercises its right to purchase the Equipment as set forth in the Agreement, the obligations of Customer to return the Equipment to Combi under this Section will not apply.

RENTAL PAYMENT:

The Rent shall be payable on the 1st day of each month during the Term, and shall be paid to Combi at the address set forth in the Agreement, or to such other place as Combi may from time to time designate in writing. The Rent shall be paid by Customer free of all claims, demands, or other setoffs against Combi. In the event payment is not made within thirty (30) days from the due date thereof, there will be a five percent (5%) monthly service charge on the balance over thirty (30) days.

DELIVERY, INSTALLATION & ACCEPTANCE:

Combi will use commercially reasonable efforts to deliver the Equipment by the Delivery Date. Customer shall be responsible for any and all shipping costs, and shall bear the risk of loss on the Equipment after the Equipment is loaded with the carrier at Combi’s facility. Combi shall provide to Customer one (1) service technician for start-up (i.e. installation) and training service call for one (1) eight (8)-hour day at the Facility on a date mutually acceptable to Combi and Customer. Customer shall be exclusively responsible for and, at its own expense, provide for: (i) all utility connections and standard tools and other standard service materials, as reasonably requested by Combi’s service technician, and (ii) the security and safety of Combi’s service technician. Any materials provided by Combi shall be Customer’s exclusive responsibility and Customer shall be liable for and hold Combi harmless against all damages to Combi’s material or personnel including, but not limited to, damages caused by fire, flood, storm, theft or any other causes, regardless of Customer’s control thereof. Acceptance of the Equipment by Customer constitutes Customer’s acknowledgment that it has inspected the Equipment and that it is good, safe, serviceable and fit for the use intended, unless Customer notifies Combi within 24 hours of acceptance that the Equipment is not serviceable and specifying the reason therefor. Failure to provide such notice constitutes Customer’s acknowledgment that the Equipment is in good mechanical condition at the time of receipt.

LIMITED WARRANTY:

The sole and exclusive warranty of Combi to Customer is that the Equipment, when shipped, shall be free from defects in material and workmanship when used in the manner and for the purpose for which designed, and in accordance with all instructions and directions for installation, operation and maintenance furnished by Combi for a period of one (1) year from receipt by Customer. Combi’s warranty hereunder shall be subject to the following conditions: (a) Customer shall notify Combi in writing promptly upon, and in no event later than ninety (90) days after 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 the Equipment by serial number, and failure to so notify Combi shall fully and completely relieve Combi from any obligation under this warranty; (b) No claim under the terms of this warranty will be accepted by Combi unless and until the nature of the claim shall have been established to the satisfaction of an authorized representative of Combi and no return of the Equipment claimed to be defective will be accepted unless accompanied by a Returned Material Authorization supplied by Combi; (c) Combi's obligations under this warranty are expressly limited to the repair or replacement, at Combi's option and expense, of the Equipment or components determined by Combi as aforesaid to be defective under the terms of this warranty, and do not extend to any damages arising from any alleged act or omission of Combi; (d) This warranty applies only to Equipment properly used and maintained and is expressly non-applicable to Equipment or components which have been repaired, altered or changed other than in accordance with instructions and directions furnished by Combi or its authorized representatives, or to Equipment which has not been operated or utilized in accordance with instructions or directions furnished by Combi, or which has been operated or treated in any manner which, in the reasonable judgment of Combi, adversely effects its reliability and performance; and (e) No defect or unfitness in any item of Equipment shall relieve Customer of the obligation to pay Rent or any other obligation under the Agreement except as expressly provided herein.

Combi will not be responsible for any modifications to the Equipment or any part or component thereof and any such modifications will void the limited warranty set forth in this Section. This warranty does not cover parts that have been installed improperly, abused, misused, neglected according to planned maintenance procedures, serviced by non-Combi employees or representatives, used for purposes other than for which the Equipment was originally designed, and/or damaged due to use of accessories supplied by an individual or entity other than Combi. The warranty stated above is made in lieu of all other warranties, express of implied, all of which are expressly disclaimed, including, but not limited to the implied warranties of merchantability, fitness for a particular purposes, or arising out of course of dealing or performance, custom, usage or trade. The remedies of Customer set forth herein are exclusive and are in lieu of all other remedies.

DISCLAIMER:

In no event shall Combi be liable for any special, indirect, incidental, exemplary or consequential damages, including, but not limited to, loss of business or profits, even if advised or should have known of the possibility of such damage or loss. The liability of Combi, whether in contract, tort, under any warranty, or otherwise, shall not extend beyond the limited warranty described above, and any and all damages imposed upon Combi under this Agreement or otherwise shall not exceed the amount Customer has paid to Combi hereunder.

USE:

Customer will use and operate the Equipment, and assumes all responsibility to ensure that the Equipment is used only: (i) at the Facility, (ii) for the purposes for which the Equipment was manufactured and intended as set forth in the manufacturer’s safety and operating instructions, (iii) by a properly trained individual employed by Customer who has received the training necessary to operate the Equipment in a correct and safe manner, and (iv) in compliance with all laws, regulations, rules and orders of lawfully constituted authorities. Use of the Equipment in violation of any of the preceding clauses is prohibited and will constitute improper use. Combi expressly disclaims any responsibility for Customer’s compliance or failure to comply with any governmental safety or health regulation or operational and/or maintenance standard or requirement.

LOSS AND DESTRUCTION:

In the event of loss or total destruction of the Equipment, or loss of possession thereof, or Customer’s inability to return the Equipment to Combi, for any reason whatsoever, Customer will pay to Combi the full replacement value of the Equipment, together with the Rent until such time as Combi, using commercially reasonable efforts, is able to replace the Equipment. Customer’s liability to Combi as provided in this Section will be applicable regardless of the circumstances giving rise to or causing the subject damage or destruction.

MAINTENANCE:

Customer will maintain the Equipment as prescribed in any instruction manuals provided by the manufacturer or Combi and as required by good operating practice, and will be responsible for performance of all daily routine visual and operational inspections, checking and maintaining hydraulic or other fluid levels, and basic routine service.

OWNERSHIP:

The Equipment shall at all times remain the sole and exclusive property of Combi and Customer shall have no right or property interest therein other than the right to use same under this Agreement. Customer shall keep the Equipment free and clear of all liens, claims and encumbrances of any kind whatsoever, and shall not take any action resulting in any lien, claim or encumbrance against Combi or the Equipment and indemnify and hold Combi harmless therefrom. Combi shall have the right to display notice of its ownership by affixing to the Equipment an identifying plate, stencil, or other indicia of ownership. Combi shall have the right to make any filings it deems necessary or appropriate in order to protect its interest, including but not limited to the filing of a UCC financing statement. Customer agrees to execute any and all documents necessary for the preservation, or perfection or enforcement of Combi’s interest in the Equipment and if Customer fails to do so, Combi may execute such documents on Customer’s behalf and in Customer’s name.

ASSIGNMENT:

Without Combi’s prior written consent, which consent shall be in Combi’s sole discretion, Customer shall not assign, sublet, transfer, pledge, hypothecate, or otherwise dispose of this Agreement or any interest therein or sublet or lend the Equipment or permit it to be used by anyone other than Customer. Combi shall have the right to assign its rights and obligations hereunder without the consent of Customer. Upon any permitted assignment by Customer, the assignee will become bound by all of the terms of this Agreement otherwise required to be performed by Customer. Consent by Combi to assignment of Customer’s interest will not be deemed to release Customer from any obligations under this Agreement.

TAXES:

Any sales or excise tax or other similar governmental charge imposed upon Combi or Customer by reason of this Agreement or the service herein provided will be paid by Customer regardless of when said tax or charge is assessed or imposed. Said payment will be in addition to the charges reflected on the Agreement.

EXCUSE OF PERFORMANCE:

Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes thereof, governmental action, domestic or foreign, riot, civil commotion, fire and other casualty and all other causes beyond the reasonable control of Combi will excuse Combi’s performance for a period equal to such prevention, delay, or stoppage.

DEFAULT:

Any of the following events or conditions shall constitute a default of Customer: (a) Default in the payment of Rent or any other sums due hereunder for a period of five (5) days after the same becomes due; (b) Any other breach of the terms and conditions of this Agreement, which breach continues for a period of thirty (30) days after receipt of written notice from Combi detailing such breach; (c) If any writ or order of attachment, execution, or other legal access against Customer is levied on any or all Equipment and not released or satisfied within ten (10) days; or (d) The filing of a petition or action for bankruptcy, reorganization, insolvency, or receivership against Customer or its property or if Customer shall enter into an agreement with or make an assignment for the benefit of its creditors, or if Customer shall otherwise be insolvent or unable to pay its debts as they become due.

REMEDIES:

Upon the happening of any event of default as set forth above, Combi may, without notice, terminate this Agreement and shall have the right to do any or all of the following without demand or notice of any kind: (a) Declare due, sue for, and receive from Customer the sum of all Rent and other amounts due and owing under this Agreement plus the sum of the Rents and other amounts to become payable during the balance of the Term of this Agreement, unless otherwise specified in writing. (b) Without notice to or demand upon Customer, retake possession of the Equipment without any court order or other process of law, and, for such purpose, enter upon any premises where the Equipment is located and remove the same therefrom without being liable to any suit, action, or other proceeding by Customer, and Customer hereby waives any right of action against Combi for such retaking or entry; (c) at its option, sell the Equipment at public or private sale for cash or on credit and may itself become the purchaser at such sale, in which event (i) Customer shall be liable for arrears of Rent, if any, the expense of retaking possession, and the removal of the Equipment, court costs and attorney fees, in addition to the balance of the Rent provided for herein, or in any renewal hereof, less the net proceeds of the sale of the Equipment, if any, after deducting all costs of taking, storage, repair and sale, and reasonable attorney’s fees., (ii) Customer waives any and all rights to notice and to a judicial hearing with respect to the repossession of the Equipment by Combi, and (iii) Customer shall remain liable to Combi for any deficiency in any such sale; and/or (c) Pursue any other remedy at law or in equity. Customer agrees to pay all attorneys’ fees and expenses incurred in the enforcement of the terms and conditions of this Agreement.

INSURANCE:

Customer shall procure and continuously maintain and pay for all risk insurance against loss of and damage to the Equipment for not less than the full replacement value of the Equipment, naming Combi as loss payee, and combined public liability and property damage insurance with limits as approved by Combi, naming Combi as an additional named insured and a loss payee. The insurance shall be in such form and with such company or companies as shall be reasonably acceptable to Combi and shall provide at least thirty (30) days advance written notice to Combi of any cancellation, change or modification. Customer shall provide Combi with a certificate evidencing such insurance.

SUBROGATION:

In the event of any loss or damage to the Equipment for which Customer may have a right of recovery, Combi will be subrogated to any such right of Customer to recover against any person, firm or corporation, and Customer will execute and deliver whatever else is necessary to secure such rights. Customer will cooperate fully with Combi and/or its insurer(s) in the protection of Combi’s right to subrogation and will neither take nor permit any action to prejudice Combi’s rights or insurer’s rights with respect thereto.

INDEMNIFICATION:

Customer assumes the risk of any and all damage or injury to persons or property of any kind or nature, including wrongful death, caused by, resulting from, or in any way connected with the Equipment or the use or operation of the Equipment during the Term or while in the possession, custody or control of Customer or the breach of any provision of this Agreement. Customer agrees to indemnify and hold Combi, its members, directors, officers, employees, affiliates, successors and assigns harmless from and against any and all suits, actions, proceedings, claims, judgments, demands, damages, losses, costs and liabilities whatsoever (including, without limitation, all attorneys’ fees and expenses) of any nature or kind caused by, or resulting from, or in any way connected with the Equipment or the use or operation of the Equipment while the Equipment is in the possession, custody or control of Customer or the breach of any provision of this Agreement, whether or not caused by the active or passive negligence or other fault of Combi or any other person indemnified hereunder, including, without limitation, bodily injury or wrongful death of employees of Customer or anyone else, property damage, and any of the foregoing arising or imposed in accordance with the doctrine of strict or absolute liability. Customer’s indemnification obligations contained in this Section will survive the expiration or termination of this Agreement.

MISCELLANEOUS:

The provisions of this Agreement will be deemed severable, so that any part hereof found to be invalid or unenforceable will be deemed excluded therefrom, and the remaining parts will remain in full force and effect. Any failure by Combi to insist upon strict performance by Customer, of any provision of this Agreement will not be construed as a waiver by Combi of its right to demand strict compliance herewith. The captions herein are provided solely for reference and will have no bearing on the interpretation of this Agreement. This Agreement embodies the entire and final understanding between Combi and Customer with respect to the transaction(s) set forth on the front of this Agreement and supersedes any pre-existing agreements, arrangements, representations or warranties with respect thereto, whether oral or written. The Agreement shall be governed and construed in accordance with the laws of the State of Ohio. Any dispute or controversy arising from this Agreement, not otherwise resolved pursuant to arbitration, shall be heard by the local courts sitting in Stark County, Ohio, or the Federal District Court sitting in the Northern District of Ohio.

01587341-2/09370.00-0063

Terms and Conditions of Sales - Combi

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.
Combi’s commencement of performance and approvals provided by Buyer throughout the design and manufacturing process.

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. Buyer shall promptly ship prepaid and without charge to Combi, for Combi's approval, Buyer's specified samples of containers and products to be handled by Combi's products. After these Terms become effective, specification changes requested by Buyer will be made only by separate written agreement, in which event the prices quoted in connection with the original specification will be subject to change. Combi reserves the right, without obtaining Buyer's approval, to make changes in the design and specifications of the products sold hereunder, or of any component part, provided such changes do not affect the performance of the goods sold.

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 cartage and handling charges caused by Buyer's failure or refusal to accept delivery of the products when tendered. If shipment is delayed at Buyer's request, Combi will invoice Buyer according to the schedule of payment terms outlined in Combi's proposal, payment shall immediately become due from Buyer to Combi and Buyer shall pay costs of handling, storage and insurance of the products.

INSTALLATION AND MAINTENANCE:

If installation and maintenance service are identified as included in the sales quotation or proposal to which these Terms relate, then such installation and maintenance service will be provided at the rates charged by Combi for such service at the time of the performance of the same and shall be invoiced to, and paid by Buyer in accordance with the payment terms set forth in these Terms. Such installation and maintenance services shall otherwise be governed by these Terms, including, without limitation, the limited warranty and limitation of liability provisions set forth below.

WARRANTY:

Combi warrants that the products sold hereunder are free from defects in material and workmanship for a period of one year from receipt at Buyer's designated delivery point, except for replacement parts, which are warranted for 60 days. This warranty and related warranty claims submitted to Combi are subject to the following conditions:

Buyer shall notify Combi in writing 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 number and invoice the product involved. Failure to so notify Combi within sixty days after discovery of facts giving rise to the claim shall fully and completely relieve Combi from any obligation under this warranty. Claims for defects in the replacement parts must be provided during the warranty period or shall fully and completely relieve Combi from any obligation under this warranty.
No claim under the terms of this warranty will be accepted by Combi unless and until the nature of the claim shall have been established to the satisfaction of an authorized representative of Combi, and no return of any product claimed to be defective will be accepted unless accompanied by a Returned Material Authorization supplied by Combi in accordance with Combi’s Parts Return or Exchange Policy.
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.
This warranty applies only to products properly used and maintained in accordance with instructions and directions furnished by Combi or its authorized representatives or in accordance with standard industry practice. This warranty will not apply to products that have been 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.
This warranty does not apply to normal wear or consumable parts. This warranty does not apply to any product or component not manufactured by Combi and Buyer's sole warranty with respect to such items shall be that of the manufacturer, if any.
Combi makes no warranty for equipment sold as “used”, express or implied including without limitation any warranty of merchantability or fitness for a particular purpose with respect to the equipment unless otherwise stated in the proposal.

All claims under the replacement parts warranty must be made within 60 days after shipment date or shall be deemed waived by Buyer. Upon receipt of notice alleging a defect in material or workmanship, Combi shall have the right to inspect and investigate to determine the validity of the defect. To the extent Combi determines that there is a defect for which Combi is responsible, Combi, at its sole discretion, will have the option to repair the defect, replace the products, or refund Buyer the price paid for the defective product. The foregoing are the sole remedies available to Buyer for product defects.

DO NOT ALTER OR DISMANTLE MACHINE PARTS. THE MANUFACTURER WILL NOT BE RESPONSIBLE FOR ANY MODIFICATIONS TO THE EQUIPMENT PARTS AND ANY MODIFICATIONS TO MACHINE PARTS 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.

STORAGE:

The terms of this section of these Terms shall govern the storage by Combi of any products sold to Buyer pursuant to these Terms (the “Stored Products”) at Combi’s facility (the “Premises”). The term of storage of any Stored Product shall commence on the date that Combi advises Buyer that a Stored Product is ready to be shipped, and shall terminate upon either party providing the other with thirty (30) days advance written notice of termination. Combi will allow Buyer to store the Stored Product at the rental rate and under the payment terms provided by Combi to Buyer on or prior to the commencement of the storage; provided, however, that it is expressly understood by Buyer that any and all accrued rent must be paid in advance of shipment of the Stored Product to Buyer.

As part of the consideration for Buyer being allowed to store the Stored Products at the Premises, Buyer hereby releases and waives any and all actions, claims, rights, liabilities, and obligations, in law or in equity, which Buyer or its agents, assigns, shareholders, directors, officers, natural guardians, executors, administrators, or any other third parties acting under or through Buyer, now or hereafter may have, whether known or unknown, against Combi, its affiliates, agents, employees, officers, members, successors, assigns, and insurers, arising out of or in any way pertaining to the Stored Products stored, or this Agreement, including but not limited to claims sounding in tort, intentional torts, contract, or common law, and claims of personal injury, quiet enjoyment, breach of the peace, statutory violations, invasion of privacy or property damage.

The Stored Products are not insured by Combi against loss or injury, however caused. Further, all Stored Products will be stored at Buyer’s risk of loss from fire, water, leakage, vermin, breakage, accidental or providential causes, strikes, riots, or insurrection all from inherent qualities of the Stored Products. All Stored Products which are susceptible to damage due to temperature changes or the causes incident to general storage are accepted only at Buyer’s risk for the damage which might result from general storage conditions.

Pursuant to Chapter 1307 of the Ohio Revised Code, Combi, as a warehouseman, has a lien in the Stored Products stored pursuant to this Agreement, or, in the event of default of Buyer as set forth in this Section, on the proceeds of the Stored Products in Combi’s possession, for all Rent and other charges in relation to Buyer’s Stored Products becoming due under this Agreement and for expenses necessary for the preservation of such Stored Products or expenses incurred in the sale or other disposition of the Stored Products pursuant to law and the terms of this Agreement (the “Lien”). The Lien attaches as of the date of commencement of the storage. Upon default by Buyer of any term or covenant of this Agreement, including failure to make timely payment of Rent, and in the event Combi enforces the Lien as a result of said default, Combi shall deliver notice to Buyer, in person or by certified mail, at Buyer’s last address given to Combi. If the Rent and other charges remain unpaid, in full or in part, after delivery of the notice, Combi may sell the Stored Products at a private sale or dispose of the Stored Products in any manner considered appropriate by Combi, including, but not limited to, destroying or repurposing all or any part of the Stored Products. Buyer may reclaim the Stored Products subject to the Lien at any time prior to the sale, by paying all Rents and charges which are the subject of the lien and the reasonable expenses incurred by Combi incurred under this paragraph, such payment to be made in cash or by certified or cashier’s check, and on the further condition that Buyer forthwith remove all such reclaimed Stored Products from the Premises. In the event the lien sale occurs, nothing herein shall prevent Buyer or Combi from bidding on the Stored Products subject to the lien.

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. Upon cancellation or termination of an order, Combi will invoice, and Buyer agrees to pay, an amount determined by Combi by multiplying the total order amount, as quoted by Combi, and multiplying such sum by the percentage of completion of the order at the time of termination, as determined by Combi. 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.

Terms and Conditions of Sales - Siat

GENERAL:

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.

PRICES AND SPECIFICATIONS:

PAYMENT TERMS:

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.

SECURITY INTEREST:

GOVERNING LAW AND VENUE:

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:

RISKS NOT ASSUMED:

SEVERABILITY; WAIVER:

ENTIRE AGREEMENT:

Terms and Conditions of Quotations and Sales

GENERAL:

All 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.
Combi’s commencement of performance and approvals provided by Buyer throughout the design and manufacturing process.

PRICES AND SPECIFICATIONS:

Prices and specifications quoted are valid for the stated period. 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. Buyer shall promptly ship prepaid and without charge to Combi, for Combi's approval, Buyer's specified samples of containers and products to be handled by Combi's products. After these Terms become effective, specification changes requested by Buyer will be made only by separate written agreement, in which event the prices quoted in connection with the original specification will be subject to change. Combi reserves the right, without obtaining Buyer's approval, to make changes in the design and specifications of the products sold hereunder, or of any component part, provided such changes do not affect the performance of the goods sold.

SHIPMENT:

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, 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'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. If shipment is delayed at Buyer's request, Combi will invoice Buyer according to the schedule of payment terms outlined in Combi's proposal, payment shall immediately become due from Buyer to Combi and Buyer shall pay costs of handling, storage and insurance of the products.

INSTALLATION AND MAINTENANCE:

Installation and maintenance service is not included in these Terms and will be offered under a separate agreement at standard current rates when scheduled in advance.

WARRANTY:

Buyer shall notify Combi in writing 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 number and invoice the product involved. Failure to so notify Combi within sixty days after discovery of facts giving rise to the claim shall fully and completely relieve Combi from any obligation under this warranty. Claims for defects in the replacement parts must be provided during the warranty period or shall fully and completely relieve Combi from any obligation under this warranty.
No claim under the terms of this warranty will be accepted by Combi unless and until the nature of the claim shall have been established to the satisfaction of an authorized representative of Combi, and no return of any product claimed to be defective will be accepted unless accompanied by a Returned Material Authorization supplied by Combi in accordance with Combi’s Parts Return or Exchange Policy. If a claim is accepted, Combi will issue a credit to Buyer against the invoiced price of repair or replacement. All returns shall be at Buyer's expense.
This warranty applies only to products properly used and maintained and is expressly non-applicable to any products or components which have been repaired, altered or changed other than in accordance with instructions and directions furnished by Combi and its authorized representatives, or to any product which has not been operated or utilized in accordance with instructions or directions furnished by Combi, or which has been operated or treated in any manner which, in the reasonable judgment of Combi, adversely effects its reliability and performance.
This warranty does not apply to normal wear or consumable parts. This warranty does not apply to any product or component not manufactured by Combi and Buyer's sole warranty with respect to such items shall be that of the manufacturer, if any.
Combi makes no warranty for equipment sold as “used”, express or implied including without limitation any warranty of merchantability or fitness for a particular purpose with respect to the equipment unless otherwise stated in the proposal.

DO NOT ALTER OR DISMANTLE MACHINE PARTS. THE MANUFACTURER WILL NOT BE RESPONSIBLE FOR ANY MODIFICATIONS TO THE EQUIPMENT PARTS AND ANY MODIFICATIONS TO MACHINE PARTS 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.

STRUCTURAL FRAMEWORK WARRANTY LIFETIME WARRANTY ON THE STRUCTURAL FRAMEWORK OF CASE ERECTOR BOTTOM SEALER, SUBJECT TO THESE TERMS, INCLUDING THE PROCESS FOR SUBMISSION OF A WARRANTY CLAIM AND WARRANTY LIMITATIONS AND EXCLUSIONS, INCLUDING LIMITATIONS OF LIABILITY AND REMEDIES FOR ANY WARRANTY CLAIM.

REMEDIES OF COMBI:

REMEDIES OF BUYER:

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.

Combi shall not be liable to Buyer for any incidental or consequential economic damages arising from the use or operation of the products, any defects in the products, or any failure of the product to conform to specifications, requirements or expectations of the Buyer.

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. Upon cancellation or termination, Combi will invoice, and Buyer agrees to pay, an amount determined by Combi by multiplying the total order amount, as quoted by Combi, and multiplying such sum by the percentage of completion of the order at the time of termination, as determined by Combi. 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:

RISKS NOT ASSUMED:

Combi does not assume the risk of strikes or labor disturbances, floods, 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.

PATENT CLAIMS:

In the event of assertion of any claim against Buyer that the products sold hereunder constitute an infringement of any United States patent, or of any foreign patent for goods sold in a country where such foreign patent has been issued, Buyer shall give Combi prompt written notice by registered mail and immediately by email to Combi's home office furnishing information concerning the name of the person or firm asserting patent infringement, and a copy of the patent or patents that may be asserted, and giving Combi all necessary authority, information and reasonable assistance as requested by Combi to permit Combi to enable Combi to defend or settle such suit in its discretion... Notwithstanding, Combi retains the right at its option to do any of the following:

Procure for Buyer at Combi's cost a license from the patent owner to use the goods;
Modify the product at Combi's cost so as to make it non-infringing without seriously impairing its performance;
Replace the product at Combi's cost with other product that is substantially equal, but not infringing;
Upon thirty days' prior written notice of removal, remove the product from Buyer's premises at Combi's cost, and refund to the Buyer the purchase price of the product;

Adoption by Combi of any of the foregoing options shall be the sole and exclusive remedies of Buyer in connection with the assertion of such patent infringement claim against Buyer. Buyer shall indemnify Combi against all claims arising out of alleged infringement of any patent, design, copyright or trademark with respect to any product made to Buyer's specifications or any product designed or constructed to handle, assemble or fill containers in accordance with Buyer's specifications, and against all claims of contributory infringement, activity inducing infringement, and infringement of any method or process claim resulting from use by Buyer of the goods sold hereunder.

SEVERABILITY; WAIVER:

ENTIRE AGREEMENT:

Privacy Statement

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Suppliers - Terms and Conditions of Purchase

DEFINITIONS. “Goods” means, without limitation, the materials, supplies, equipment, products or services covered by this Order. “Buyer” means Combi Packaging Systems, LLC. “Seller” means the business entity to which this Order is addressed including Seller’s principal if Seller is acting as a broker or agent.
ACCEPTANCE AND FORMATION. This purchase order, together with these Terms and Conditions, any specifications, schedules, exhibits, or other writings which may be annexed hereto by Buyer and made a part hereof (“Order”), sets forth the complete and final agreement between Buyer and Seller and shall govern all purchases made by Buyer from the Seller of Goods and services (“Services”). No amendments, modifications or supplements to the provisions of this Order will be valid and binding upon Buyer unless in writing and signed by Buyer. At the election of Buyer, Seller’s commencement of performance of this Order shall constitute acceptance by Seller of all of the terms and conditions of this Order. Seller shall not assign this Order or enter into any subcontract for Goods or Services covered hereby without the written consent of Buyer. Buyer’s consent, however, shall not release Seller from any obligation or liability.
DELIVERY AND QUANTITY. Time is of the essence with respect to any delivery of Goods or Services. Any quantity of Goods delivered in excess of the quantity indicated on the face hereof may be returned to Seller at Seller’s cost.
INVOICES. Seller’s invoices shall be mailed and/or emailed not later than the day after each shipment is made. Individual invoices shall be issued for shipments applying against each Order. Invoice payment dates will be computed from the date the Services are completed or the Goods are received by Buyer or the date when invoices are received by Buyer, whichever is later. Any applicable sales tax, duty excise tax, use tax, or other similar tax or charge, for which Buyer has not furnished an exemption certificate, must be itemized separately on Seller’s invoices. Additionally, Seller’s invoices must include the purchase order number and the location the Goods and Services were delivered to.
WARRANTY. Seller expressly warrants that the Goods and Services shall be: (a) in strict conformance to the specifications, drawings, samples, or other descriptions set forth in the Order; (b) merchantable; (c) fit for the purpose intended; (d) free from defects in material and workmanship; (e) free from defects in design; (f) free from liens or encumbrances on title; (g) to the extent the Goods are, or contain hardware and/or software, free from viruses and other sources of network corruption; and (h) comply with all applicable laws, ordinances and regulations. Seller also warrants that Seller shall perform its obligations in a professional, workmanlike, and timely manner, consistent with industry standards and in compliance with any scope of work or similar document agreed between the parties in writing and will comply with all of Buyer’s policies when on Buyer’s premises. All Goods are subject to final inspection and acceptance at Buyer’s plant, payment therefore shall not constitute acceptance. Any Goods which are found to be defective, either before or after acceptance, may be rejected and returned to Seller at Seller’s risk and expense for repair or replacement, or for credit at Buyer’s option. Buyer shall notify Seller of any Goods which are found to be defective, and if Buyer finds it impractical to return defective Goods for repair or replacement within a reasonable time, it may perform necessary repairs and charge the reasonable cost thereof to Seller. Any payments made on any rejected Goods shall be immediately refunded to Buyer.
CERTIFICATE OF COMPLIANCE. Seller shall provide with each shipment a certificate stating: (a) that all Goods, including the designs, supplied by Seller have been inspected; (b) they comply in all respects with the specifications and/or drawings in accordance with the Order; and (c) all inspection and test results are available for examination by Buyer. Where Goods or processes are procured from others, Seller shall provide a certificate certifying these Goods and processes as above and that evidence of same is available for examination by Buyer.
PRICE AND PAYMENT. Seller warrants that the prices of the Order shall not exceed those charged by Seller to any other customers purchasing the same items in like or lesser quantities. Buyer will pay for the Goods and Services within 45 days after the Buyer’s receipt of the applicable invoice and the Goods have been received or the Services completed.
CHANGES. Buyer may at any time, by a written order signed by an authorized representative, make changes in or additions to the drawings and specifications, issue additional instructions, require additional work or the omission of work covered by this Order and Seller shall proceed with the work as so changed. Changes shall be within the general scope of the Order. If any changes cause a material increase or decrease in the amount or character of the work or time required under this Order, an equitable adjustment shall be made in the price or time for performance or both and the Order shall be modified in writing accordingly. Any claim for adjustment under this Section must be asserted within 30 days from the date the change is ordered or within such further time prior to the date of final settlement as may be agreed to in writing by the parties.
STOP WORK ORDER. Buyer may, at any time, by written order to Seller require Seller to stop all or any part of the work called for by this Order for a period of up to 90 days. Upon receipt of such order, Seller shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Order during the period of work stoppage. An equitable adjustment shall be made in the delivery schedule or Order price, or both, and the Order shall be modified in writing accordingly, if (a) the stop work order results in an increase in the time required for, or in Seller’s cost properly allocable to the performance of any part of this Order, and (b) Seller asserts a claim for such adjustment within 30 days after the end of the period of work stoppage.
TERMINATION. Buyer may, with written notice, for whatever reason or no reason, with or without cause, at any time terminate this Order and/or any order.
PACKING. No charge will be allowed for packing, boxing, or cartage unless agreed upon at the time of purchase, but damage to any Goods not packed to ensure proper protection will be charged to Seller. Each package must contain a memorandum showing shipper’s name, contents of package, and Buyer’s Purchase Order number. An itemized packing slip must accompany each shipment. All shipments of hazardous materials shall comply with U.S. Department of Transportation regulations and labeling shall meet OSHA regulations as published in 29 C.F.R. 1910.1200, for the transporting and labeling of hazardous materials. All of the above and Material Safety Data Sheets shall be supplied by Seller.
SHIPMENT. Shipping terms are F.O.B. Buyer’s address shown on the Order, and Seller will bear the risk of loss, damage or destruction until final acceptance of the Goods by Buyer at Buyer’s destination. Seller shall not insure any shipments or declare excess valuation on any shipments for Buyer’s account. Seller will be charged with any costs incurred by Buyer arising out of Seller’s failure to conform to the foregoing instructions. Any unauthorized deviation resulting in additional shipping cost shall be debited to Seller. Should the Seller fail to deliver the Goods or Services within Seller’s promised delivery date, Seller shall make partial shipments as available by the fastest mode of transportation and shall be debited by Buyer for the resulting premium transportation charges.
NON-INFRINGEMENT. Seller warrants that the Goods and Services, and the use thereof do not infringe any trade secret, patent, trademark, or copyright and that Seller will indemnify and hold harmless the Buyer on account of any such alleged or actual infringement as provided for in Section 17.
BUYER’S INFORMATION. All written information obtained by Seller from Buyer in connection with this Order, including, but not limited to, any specifications, drawings, blueprints, and software programs, and any other types of tangible or intangible information, shall remain the property of Buyer, shall be used by Seller only to the extent necessary for performance of this Order, and shall not be disclosed to any third parties without written consent of Buyer. Seller shall keep confidential and shall not, without the prior written consent of the Buyer, disclose to any third party or otherwise make public the terms or existence of this Order or any confidential or sensitive information of the Buyer.
PROPERTY. Whenever Seller shall, by virtue hereof, have in its possession property of Buyer, Seller assumes the risk of and shall be responsible for any loss of or damage to said property while said property is in the possession, control, or custody of Seller. Seller shall segregate, clearly mark and maintain complete inventory of all such property. Seller will immediately notify Buyer of any loss of or damage to such property. Seller shall also be liable hereunder for all losses to Buyer occasioned by Seller’s failure to furnish timely written notice to Buyer of any loss of or damage to property of Buyer suffered in transit or prior to receipt by Seller. Seller agrees that any Buyer property furnished hereunder shall be used only in the performance of this Order unless otherwise approved by Buyer. As directed by Buyer, upon termination or completion of this Order, Seller will deliver such property to the extent not incorporated in delivered end products to Buyer in good condition subject to ordinary wear and tear.
BUYER PROPERTY. Buyer will own any equipment, tooling or and/or materials ancillary to work performed furnished or paid for, in whole or in part, by Buyer (collectively “Buyer Property”). Seller will, to the extent feasible, identify Buyer Property as Buyer directs and will use and dispose of Buyer Property only in accordance with Buyer’s written instructions. Seller assumes complete liability for any Buyer Property in Seller’s possession and Seller agrees to pay for all repair, maintenance and replacement of Buyer Property.
INDEMNIFICATION. Seller agrees to completely defend, indemnify and hold harmless Buyer, and its officers, directors, employees, affiliates, and agents (collectively, the “Indemnified Party”), from any and all suits, claims, judgments, awards, losses, costs or expenses, damages (including attorneys’ fees) relating to, arising out of, or caused by the performance hereunder, any act or omission of Seller or any Goods or Services. This duty to defend, indemnify and hold harmless extends to any legal claim or proceeding, whether based on contract, warranty, infringement, strict liability in tort, negligence or other legal theory, and also extends not only to third party claims but also to any loss suffered directly by the Indemnified Party. Buyer is entitled to control Seller’s defense of Buyer hereunder.
LIMITATIONS OF LIABILITY. Any liability of Buyer for breach of any term or condition imposed upon it, whether such term or condition is contained in this Order or otherwise, will not exceed the purchase price for the Goods or Services in the Order. Buyer will not under any circumstance be liable for special, punitive, indirect, incidental or consequential damages of any nature (including without limitation, any loss of use, loss of contracts, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, increased costs, liabilities to third parties).
INSURANCE. Seller shall procure and maintain appropriate insurance coverage of at least the following limits: (a) Worker’s Compensation: Statutory; (b) General Commercial Liability: $1 million per occurrence, $2 million aggregate; (c) Automobile: $1 million per occurrence; and (d) Professional Liability: $1 million per occurrence. Seller will provide a certificate of insurance upon request. Buyer makes no representation that such insurance coverage is adequate for Seller and Seller is solely responsible for maintaining adequate insurance. The obligation of Seller to provide insurance shall not limit in any way Seller’s liability or obligations arising under this Order.
COMPLIANCE WITH LAWS. In performing this Order, Seller warrants that it will comply with all applicable federal, state, and local laws, and the rules and regulations of any governmental authority. Buyer reserves the right to cancel any Order without penalty or liability to Buyer in the event Seller’s performance under this Order does not comply with such laws, rules and regulations. The Seller must advise the Buyer upon receipt of any Order if the Goods or Services to be supplied contain any hazardous or harmful materials requiring special handling or treatment. All Goods, Services and hazardous materials supplied to the Buyer shall comply with all applicable requirements under the Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and implementing regulations thereunder.
LAW AND INTERPRETATION. This Order shall be governed by and interpreted in accordance with the laws of the State of Ohio without regard to conflicts of laws or principles. The parties agree that any dispute concerning this Order shall be brought in a Court of competent jurisdiction in Stark County, State of Ohio. In addition, to the extent of any express conflict or inconsistency between Buyer’s Terms and Conditions of Purchase and Seller’s documentation or terms, Buyer’s Terms and Conditions will control. In the event that any provision of these Terms and Conditions is declared to be illegal or invalid, only such provision shall be affected. These Terms and Conditions shall then be construed and enforced as if such provision had not been contained herein, and all other provisions not directly dependent thereon shall remain in full force and effect.
AUDIT. At any time, upon reasonable notice, Buyer may audit Seller’s policies, books, records, cost of goods sold, and work in progress with respect to the manufacture of the Goods and facilities to assure compliance with the terms of this Order and any applicable laws or regulations. Seller shall fully cooperate with any and all audits by Buyer. If Buyer’s audit determines any noncompliance with this Order, Seller shall immediately correct such noncompliance and will reimburse Buyer for all audit expenses.
INDEPENDENT CONTRACTOR. The relationship of Seller to Buyer shall at all times be one of independent contractor, and neither party shall be or represent itself to be an employee, agent, representative, partner or joint venture of the other, nor shall either party have the right or authority to assume or create any obligation on behalf of or in the name of the other or to otherwise act on behalf of the other. Seller shall be solely responsible for any benefits, taxes, statutory obligations, workers compensation, and other obligations due to employees and permitted subcontractors of Seller. Seller shall supply, at its own expense, all tools, supplies and equipment necessary for the provision of Goods and completion of the Services including, without limitation, transportation, and will bear all costs and expenses in connection with performing the Services.
NON-EXCLUSIVE. The parties agree and acknowledge that Buyer is not obligated to purchase any amount of Goods or Services from Seller, and Buyer may, at its sole option, use or purchase Goods or Services from other vendors.
THIRD PARTY BENEFICIARIES. The Goods and Services may be provided to Affiliates of Buyer, which shall have the right to enforce the terms as if signatories hereto. “Affiliates” are entities that directly or indirectly control or are controlled by, or are under common control with, Buyer.
FORCE MAJEURE. Neither party shall be liable for failure to perform or delay in performance hereunder if such failure or delay is due to fire, storm, flood, war, embargo, or any act of God or other cause or contingency beyond such party’s reasonable and/or foreseeable control. The party claiming the force majeure event shall use its best efforts to mitigate the effects of such event and resume performance as soon as reasonably practical. Buyer may, without obligation or liability to Seller, purchase Goods from another supplier until Seller is able to resume performance of its obligations hereunder.
WAIVER. Any waiver by either party of any provision or condition of this Order shall not be construed or deemed to be a waiver of any other provision or condition of this Order, nor a waiver of a subsequent breach of the same provision or condition, unless such is expressed in writing and signed by the party to be bound.
SURVIVAL. The provisions of Sections 5, 13, 14, 17 and 18 shall survive the termination of this Order.

TABLE OF CONTENTS

Terms and Conditions of Rental

Terms and Conditions of Sales - Combi

Terms and Conditions of Sales - Siat

Terms and Conditions of Quotations and Sales

Privacy Statement

Suppliers - Terms and Conditions of Purchase