Buyer agrees that the following terms and conditions of sale shall apply for all credit and cash purchases from Custom Label. Buyer represents and warrants that the information contained in the Credit Application submitted to Custom Label is true and correct, and that Buyer will timely notify Custom Label of any change in such information.
- Acceptance of Orders - All orders are subject to acceptance by the seller. Acceptance of orders is based on the expressed condition that the Buyer agrees to all the terms and conditions contained herein. Orders accepted by Seller may not be cancelled without Seller’s prior written consent. The acceptance of this order is conditioned on Buyer’s assent to terms and conditions herein which are different to those presented by Buyer.
- Quotations - Estimates and quotations are only valid in writing, and for a period of 30 days from the date of the quotation unless otherwise agreed to in writing by Seller. All price terms set forth in this Agreement shall constitute good faith estimates only and shall be conditioned upon review by Seller of any artwork / samples supplied by Buyer.
- Prices - Buyer agrees to pay the prices in effect at the time of shipment. Seller’s prices do not include special packaging or finishing (unless specified in quotation), sales tax, use tax, insurance, duties, customs fees, or shipping. Unless specified all pricing is FOB Hayward, CA.
- Quantities - Unless otherwise agreed in writing, any variation in quantities shipped over or under the quantities ordered (not to exceed 10%) shall constitute compliance with Buyer’s order and the stated price per item will continue to apply.
- Title / Risk of Loss / Delivery - All products shall be shipped F.O.B Seller’s plant and shall become property of Purchaser upon delivery to carrier. Buyer shall assume all risk and liability for loss, damage, destruction, or misuse of the product by third parties who may acquire the products illicitly after delivery to the carrier. All shipping dates are approximate and are based upon prompt receipt of all necessary information. Seller is not responsible for shipment delays resulting from influences beyond Seller’s control. Seller reserves the right to ship items in a single or multiple shipments.
- Force Majeure - Seller shall not be liable for damages as a result on any delay or failure of delivery due to any cause beyond seller’s control, including but not limited to: acts of God, acts of Buyer or any of its representatives, statute, ordinance, regulation, order or other governmental action, fire, accident, strike, slowdown, riot, terrorism, war, delay in transportation or inability to obtain necessary material, fuel, or labor whether involving Seller’s employees or the employees of others, and regardless of the fault or responsibility on the part of the employer. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable Seller to perform. Delay of delivery in any shipment shall not relieve Buyer of its obligations to accept such shipment or any other shipment.
- Warranty - Products supplied by seller are warranted to be free from defects in material and workmanship for six months from date of purchase by Buyer. The foregoing warranty is exclusive and in lieu of all other warranties. Seller shall have no responsibility for any particular application made of any product. Under no circumstances shall seller be liable to buyer or any other person for any special, incidental or consequential damages based upon lost good will, lost sales or profits, work stoppage, product failure, impairment of other goods or otherwise and whether arising out of breach of warranty, breach of contract, negligence, or otherwise. Seller’s sole responsibility under this warranty shall be, at its own expense, to repair or replace goods which do not conform to the warranty, and the warranty shall not apply to any asserted defect caused by the negligence or intentional misconduct of the Buyer or any party acting for or on behalf of the Buyer.
- Cancellation - Once Seller has either accepted a Purchase Order or begun activities to satisfy a Purchase Order, the Purchase Order cannot be canceled, terminated, or modified by Purchaser in whole or part except with Seller’s consent in writing and then only upon terms and conditions to be agreed upon. Purchaser shall indemnify Seller for any costs incurred, including material and labor costs, in connection with any Purchase Order that Purchaser desires to cancel, terminate, or modify.
- No Waiver - No failure of Seller to insist upon strict compliance by Purchaser with these terms and conditions or to exercise any right accruing from any default of Purchaser shall impair Seller’s rights in case Purchaser’s default continues or in case of any subsequent default by Purchaser. Waiver by Seller of any breach by Purchaser of these terms and conditions shall not be construed as a waiver of any other existing or future breach.
- Errors - Seller reserves the right to correct clerical or typing errors in quotations, orders, acknowledgements, invoices, or other documents.
- Finance Charges - Where advance payment has not been arranged, a finance charge of the lesser of 1-1/2% per month or the maximum permissible rate will be added to all past due accounts. There will be a $25.00 charge for every returned check due to insufficient funds.
- Taxes - All taxes, duties, and excises of any nature whatsoever now or hereafter levied by any governmental authority, whether federal, state or local, either directly or indirectly, upon the sale , use or transportations of any goods sold hereunder shall be paid and borne by Buyer.