Terms and Conditions of Sale
General. These Standard Terms and Conditions of Sale (“Standard Terms”) (which may also be attached to, contained in or otherwise referenced in Seller’s sales quotation, invoice or other correspondence from Seller) will apply to the sale of goods, equipment, parts, and materials (“Goods”) sold by Hanchett Paper Company d/b/a Shorr Packaging Corp. (“Seller”). Any proposal, quote or order acknowledgement by Seller is an offer subject to the buyer’s (“Buyer”) assent to these Standard Terms and the terms included on the Seller’s proposal, quote or order acknowledgement, whether such assent is in writing or by conduct. Seller’s offer to sell Goods to Buyer, and Seller’s acknowledgement of any purchase order or other Buyer document (“Order”) is expressly limited to, and expressly conditioned on Buyer’s acceptance of these Standard Terms. The applicability of terms contained in Buyer’s Order is limited to the identification and the quantity of Goods ordered. Seller objects to and rejects all other Buyer terms in any form that are different from or additional to these Standard Terms. These Standard Terms may be modified only by a writing signed by Seller. The Standard Terms are for the benefit of Seller and Buyer and not for the benefit of any third party.
Pricing, Taxes & Payment. 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 Seller may be required by law to pay, withhold or collect on account of the sale of Goods under these Standard Terms. Seller will invoice Buyer for Goods upon shipment, and Buyer will pay the invoice within thirty (30) days after the date of invoice, unless a different period is stated on the invoice. Invoiced amounts not paid in accordance with these terms will bear an interest at a rate equal to the lesser of (i) one and one-half percent (1.50%) per month; or (ii) the highest rate allowed under applicable law. In addition, Buyer shall pay Seller all reasonable costs and expenses incurred by Seller and its agents in connection with all attempts to collect from Buyer amounts not paid in accordance with these payment terms, including, without limitation, reasonable attorneys’ fees, collection fees, interest and court and arbitration costs. Further, if Buyer fails to pay any invoiced amount in accordance with these payment terms, Seller may, in its sole and absolute discretion and without prejudice to any of its other remedies, suspend further deliveries to Buyer, and, if at any time Seller determines in its sole and absolute discretion that Buyer’s financial ability is or becomes inadequate to support shipment of Goods on an open account basis, Seller reserves the right to require full cash payment or satisfactory security before continuing production or making deliveries. Buyer may not make or take any deduction, set off, or other adjustment without Seller’s prior written approval.
Freight. Goods will be delivered F.O.B. Seller’s point of shipment with risk of loss or damage passing to Buyer at that point. Title to the Goods shall pass to Buyer upon payment in full. Buyer is responsible for all transportation, insurance and related expenses. The related expenses shall include any taxes, duties or documentation fees. Pricing includes standard packing for normal shipment. Special packing shall be undertaken only upon Buyer’s written instructions and at Buyer’s expense.
Delivery. Acceptance by Seller of an Order with a requested or required delivery date, or any estimate by Seller of the date delivery of Goods will be made, will be made by Seller in good faith, but does not represent a guarantee that delivery will occur on that requested, required or estimated delivery date. Accordingly, under no circumstances will Seller be liable for any damages, direct or consequential, arising out of any delayed delivery of Goods. Seller may make deliveries in installments, and each installment may be separately invoiced and shall be paid by Buyer as billed without regard to subsequent deliveries. Any delay in delivery of any installment or failure to ship any installment does not relieve Buyer of its obligation to accept remaining installments, unless otherwise expressly agreed to in writing by Seller.
Warranties. SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Products or materials manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, products or materials sold, obtained, or furnished by Seller. TO THE EXTENT ANY THIRD-PARTY PRODUCTS ARE SOLD, OBTAINED OR OTHERWISE FURNISHED BY SELLER, BUYER ACKNOWLEDGES AND AGREES THAT (I) SELLER IS ACTING AS A RESELLER OR DISTRIBUTOR OF SUCH PRODUCTS AND IS NOT A MANUFACTURER OF SUCH PRODUCTS, (II) ANY WARRANTIES ON SUCH PRODUCTS ARE THE MANUFACTURERS’ WARRANTIES, AND (III) ALL THIRD PARTY PRODUCTS SOLD, OBTAINED OR FURNISHED BY SELLER SHALL CARRY WHATEVER WARRANTY, IF ANY, SUCH MANUFACTURERS HAVE CONVEYED TO SELLER AND WHICH CAN BE PASSED ON TO BUYER. ALL THIRD-PARTY PRODUCTS ARE SOLD BY SELLER “AS IS” AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. SELLER MAKES NO WARRANTY WITH RESPECT TO GOODS OR THEIR COMPONENTS WHICH ARE NOT MANUFACTURED BY SELLER. Final determination of the suitability of the Goods for Buyer’s use and purposes is the sole responsibility of Buyer, and Seller shall bear no responsibility for such suitability.
Cancellation. Buyer may not cancel an Order, reduce quantities, revise specifications, or extend schedules without Seller’s prior written consent. Any such consent shall only be given based on mutual agreement as to reasonable and proper cancellation charges which shall take into account expenses already incurred and commitments made by Seller, and Buyer shall indemnify Seller against any loss resulting therefrom. If Buyer cancels an Order, Buyer shall pay all cancellation charges including, without limitation: (i) the full price for any finished Goods; (ii) for partially completed Goods, the portion of the price determined to be due by Seller based on its percentage of completion of the Goods (which shall not be less than the actual cost of such work-in-process); (iii) an equitable adjustment for Seller’s reasonable overhead and expected contract profit; and (iv) any payments due suppliers for any materials, components or products ordered which cannot be cancelled, refunded, or redirected for other beneficial use. Buyer further agrees to purchase (i) all remaining inventory purchased solely for Buyer in Seller’s warehouse on the cancellation date and (ii) any material in process at the manufacturer that cannot be cancelled. After shipment by Seller, Orders are non-cancellable and non-returnable unless the Goods are nonconforming.
Force Majeure. If Seller’s performance is delayed by any cause beyond its reasonable control (regardless of whether the cause was foreseeable), including without limitation acts of God, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, cyber-attacks, epidemic, pandemic, disease outbreak, quarantine or shelter in place restrictions, terrorist attacks, failure of normal sources of supply, or acts of inaction of government. Seller’s time of performance will be extended by a period equal to the length of the delay plus any consequences of the delay. Seller will notify Buyer within a reasonable time after becoming aware of any such delay. Further, Seller shall also have the right, to the extent necessary in Seller’s reasonable judgment, to apportion fairly among its customers (including Seller’s own production operations, and subsidiaries and affiliates) in such manner as Seller may consider equitable, the Goods and Services then available for shipment, delivery or performance.
Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES BASED UPON LOSS OF USE, LOST PROFIT OR REVENUE, LOST GOODWILL, WORK STOPPAGE, BUSINESS INTERRUPTION, OR IMPAIRMENT OF OTHER PRODUCTS OR CONTRACTS, WHERE BASED IN CONTRACT< WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER, THESE TERMS OR THE SALE OF GOODS OR THE PERFORMANCE OF WORK THEREUNDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY BUYER TO SELLER FOR THE GOODS SOLD OR SERVICES PROVIDED GIVING RISE TO THE CLAIM. BUYER SHALL HAVE NO RIGHT TO MAKE ANY CLAIM AGAINST SELLER IN CONNECTION WITH THE PERFORMANCE OF ANY THIRD-PARTY PRODUCT, IT BEING ACKNOWLEDGED BY BUYER THAT BUYER’S SOLE REMEDY FOR SUCH WILL BE AGAINST THE MANUFACTURER OF SUCH THIRD-PARTY PRODUCT. BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS ARTICLE 8 WILL PREVAIL OVER ANY CONFLICTING TERMS AND CONDITIONS IN THESE STANDARD TERMS AND MUST BE GIVEN FULL FORCE AND EFFECT, WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITAITONS OF LIABILITY ARE EFFECTIVE EVEN IF SELLER HAS BEEN ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE 8 EXTEND TO SELLER’S AFFILIATES, PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AGENTS, AND SUCCESSORS AND ASSIGNS.
Indemnification. Buyer shall indemnify and hold Seller, its affiliates, and their respective owners, directors, officers, employees and agents (collectively, “Seller Indemnified Parties”) harmless from and against all third party claims alleging bodily injury, death or damage to a third party’s tangible property, to the extent caused by the Buyer’s negligent acts or omissions or willful misconduct. Buyer further agrees to indemnify, defend and hold the Seller Indemnified Parties harmless from all claims, actions, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees, expenses and costs), arising from or relating to Buyer’s negligence, willful misconduct or breach of these Standard Terms.
Confidentiality. Seller may furnish or make available to Buyer certain confidentiality, proprietary and/or non-public information and materials relating to the Goods or Seller or its affiliates and their businesses (“Confidential Information”). Buyer shall not disclose such Confidential Information except to its employees who may require use of the Confidential Information in the performance of their duties, and Buyer shall not use such Confidential Information for any other purpose. Buyer’s obligations with respect to such Confidential Information shall continue indefinitely after receipt thereof. For the avoidance of doubt, the confidentiality obligations hereunder are in addition to and not in lieu of any obligations which the parties may have under any separate non-disclosure or confidentiality agreement. Upon Seller’s request, Buyer shall promptly return all Confidential Information received from Seller. In addition to all other remedies available to it, Seller shall be entitled to seek injunctive or other equitable relief for any violation of this Section. This Section shall not apply to information that is: (a) in or becomes part of the public domain without any breach of this agreement; or (b) rightfully obtained by the Buyer on a non-confidential basis from a third party who is not under any obligation of confidentiality.
Compliance with Laws. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Standard Terms.
No Implied Waiver. The failure of either party at any time to require performance by the other party of any provision of these Standard Terms will in no way affect the right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision of these Standard Terms constitute a waiver of any succeeding breach of the same or any other provision.
Assignment. Buyer may not assign all or part of these Standard Terms or any Order, or any rights or obligations under these Standard Terms or such Order, without the prior written consent of Seller.
Severability. If any provision of these Standard Terms is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties’ original intent.
Applicable Law and Jurisdiction. These Standard Terms shall be governed by, construed and enforced in accordance with the laws of the State of Illinois without regard to choice of law rules. The Convention on Contracts for the International Sale of Goods shall not apply. Any notice required to be sent under these Standard Terms will be sufficiently given if sent by U.S. Mail addressed to the party at the place of busines referred to on the front side of the Order. Any dispute shall be resolved exclusively, finally and conclusively by binding arbitration conducted in Cook County, Illinois, in accordance with the commercial rules of the American Arbitration Association. Any action arising under any agreement of the parties must be commenced within one year after such cause of action accrues.
Buyer Name. Buyer acknowledges and agrees that Seller may publicly identify Buyer (by name and location) as a customer of Seller in Seller’s marketing and sales materials.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Standard Terms shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from these Standard Terms.