Contents
1. Entire Agreement
These Terms and Conditions, together with any terms appearing on Seller’s quotation, order acknowledgment, invoice, or website checkout, constitute the complete, exclusive, and final agreement between Buyer and Modern Eco Packaging (“Seller”). All prior or contemporaneous representations, negotiations, or agreements not expressly set forth herein shall have no force or effect.
Any additional or conflicting terms contained in Buyer’s purchase order or other communications are expressly rejected unless agreed to in writing and signed by an executive officer of Seller. No course of dealing, trade usage, or course of performance shall modify or supplement this Agreement.
All orders are subject to acceptance by Seller at its offices in the State of Illinois. No waiver or modification of these Terms shall be binding unless in writing and signed by an authorized executive officer of Seller.
2. Pricing and Payment Terms
All prices are F.O.B. Seller’s plant unless otherwise stated in writing. Prices are subject to change without notice due to:
- Changes in specifications, quantities, designs, or delivery schedules;
- Increases in fuel, power, material, labor, or supply costs; or
- Changes in foreign or domestic laws, regulations, or taxes and or tariff’s affecting production, warehousing, or sale of the Goods.
No discounts apply unless expressly stated in writing. Invoices not paid when due shall accrue a delinquency charge of 1.5% per month or the maximum rate permitted by law, whichever is lower.
Seller retains a security interest in the Goods and all proceeds thereof. Buyer agrees to execute financing statements as reasonably requested and authorizes Seller to file such statements on Buyer’s behalf.
3. Limitation of Liability
Seller’s total liability for any claim arising out of or relating to the Goods—whether based on breach of contract, warranty, negligence, or strict liability—shall be limited, at Seller’s option, to repair or replacement of defective Goods or refund of the purchase price of such Goods.
Buyer shall, at its sole expense, return any allegedly defective Goods to Seller’s manufacturing facility upon request.
4. Disclaimer of Consequential Damages
In no event shall Seller be liable for any consequential, incidental, special, or indirect damages, including but not limited to loss of use, loss of profits, loss of income, personal injury, death, or property damage arising out of or relating to this Agreement or the Goods.
Color variances and material: colors may vary from one production lot to the next and fall within industry tolerances for printing. Color and feel of our Natural Kraft may vary slightly from one production lot to the next due to material and pulp.
Buyer agrees to defend, indemnify, and hold harmless Seller from all claims, liabilities, costs, or expenses arising from such damages.
5. Inspection, Acceptance, and Transportation
Buyer must inspect all Goods immediately upon receipt. Any claims for shortages, damage, or defects must be submitted in writing within forty-eight (48) hours of delivery. Failure to do so constitutes final acceptance of the Goods.
Unless otherwise instructed, Seller may select the carrier and method of packaging at its discretion. Seller is not responsible for shipment insurance unless specifically requested in writing by Buyer, and any such insurance shall be at Buyer’s expense.
6. Title and Risk of Loss
Title to the Goods and risk of loss transfer to Buyer upon delivery of the Goods to the carrier. Buyer is responsible for filing all claims for loss or damage with the carrier.
All artwork, designs, drawings, specifications, and related materials remain the exclusive property of Seller, regardless of Buyer payment or use.
7. Credit Approval
All orders and shipments are subject to approval by Seller’s Credit Department. Seller reserves the right to suspend or cancel shipments if Buyer’s financial condition becomes unsatisfactory.
Standard credit terms are Net 30 days from invoice date, unless otherwise approved in writing.
8. Taxes
Prices do not include sales tax, use, excise, or similar taxes. Buyer is responsible for all applicable federal, state, and local taxes related to the purchase of the Goods.
9. Cancellation, Returns, and Restocking
Orders may not be canceled, modified, or delayed after acceptance without Seller’s written consent. Buyer shall indemnify Seller for all costs incurred, including work in process and anticipated profits.
Returned Goods require a Return Authorization (RA) number. Returns requested after 30 days may be denied. Approved returns are subject to a restocking fee of 25%, subject to management approval. Credits are applied to Buyer’s account only—no cash refunds will be issued.
10. Additional Charges
Additional charges may apply for printing plates, artwork preparation, tooling, or special services. These Terms apply equally to any substitute, additional, or replacement Goods or parts.
11. Overruns and Underruns
Seller may ship and invoice overruns as follows:
- 5% on orders of 500,000 units or more
- 10% on orders of 101,000–499,999 units
- 20% on orders of 25,000–100,000 units
- 25% on orders under 24,999 units
12. Artwork and Material Specifications
Seller shall not be liable for claims arising from specifications, artwork, warnings, or materials provided or approved by Buyer. Buyer agrees to defend and indemnify Seller against any claims resulting from Buyer’s design or material selections.
13. General Provisions
- No agent or salesperson may bind Seller beyond these Terms.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict-of-law principles.
- Seller may suspend performance if Buyer is in default or financially insecure.
- Clerical errors are subject to correction.
- Failure to enforce any provision shall not constitute a waiver.
- Buyer may not assign this Agreement without Seller’s prior written consent.
- If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.
14. Entire Agreement (Confirmation)
Upon Seller’s acceptance of Buyer’s order, these Terms and Seller’s acknowledgment constitute the entire agreement between the parties and supersede all prior communications.