In order to facilitate current and subsequent electronic communication, these Terms and Conditions of Purchase ("Terms") are incorporated by reference into each and every Purchase Order ("Form"), as if these Terms were printed on the reverse side of the Form. Please keep a printed copy of these Terms on file for reference. These terms can also be referenced electronically at www.spbox.com/terms.
ACCEPTANCE: If the Seller and Sheboygan Paper Box Company ("SPB") have agreed on price, item, and delivery, this Purchase Order becomes a contract upon the earlier of: (1) when a signed acknowledgement is received by SPB, (2) when shipment according to schedule of all or any portion of the goods covered by this Purchase Order shall be made, or (3) when Seller commences to perform pursuant to this Purchase Order. If Seller's written acknowledgement of this Purchase Order contains a different price or delivery schedule or a different type of item, this Purchase Order becomes a contract when written approval is given to Seller by SPB of the price and delivery schedule of the goods.
TERMS: Except as provided in the preceding paragraph, it is a condition of this Purchase Order that any provisions printed or otherwise contained in any acknowledgment hereof, or any document sent by Seller, inconsistent with or in addition to the terms and conditions herein stated, or any alteration to this Purchase Order, shall have no force or effect. The Seller, by sending such acknowledgement or accepting this Purchase Order according to the preceding paragraph, thereby agrees that any such provisions therein or any such alterations to the Purchase Order shall not constitute any part of this contract of purchase and sale. ACCEPTANCE BY SELLER IS LIMITED TO ACCEPTANCE OF THE EXACT TERMS OF THIS PURCHASE ORDER. Any terms and conditions necessary for the interpretation or enforcement of this contract shall be supplied by the Uniform Commercial Code. This contract contains the entire agreement of the parties, and failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or of any other rights hereunder.
DELIVERIES, TIME: SPB's production schedules are based upon the agreement that the items ordered will be delivered to SPB by the date specified on the face of the Purchase Order. Time is therefore of the essence of this Purchase Order. If delivery dates cannot be met, the Seller shall inform SPB, in writing by return mail or e-mail, of the Seller's earliest possible delivery date. Any failure of the Seller to make deliveries at the time agreed upon shall constitute a breach of this contract, and SPB shall have the right to either cancel this order or to purchase elsewhere, and hold the Seller accountable for the breach. The acceptance of later or defective deliveries shall not be deemed a waiver by SPB of its right to cancel this order, or to refuse to accept further deliveries. The price includes delivery of all materials, F.O.B. SPB, freight and cartage prepaid, store door delivery, unless the Purchase Order specifies otherwise. Risk of loss is that of Seller until delivery to destination, and Seller agrees to insure for any risk of loss.
PACKING: Each package shall be numbered and labeled with SPB's order number, stock number, contents, and weight, shall contain an itemized packing slip and shall be properly prepaid for shipment so as to secure lowest transportation and insurance rates and to meet carrier's requirements unless otherwise specified. No charges will be allowed Seller for packing, breaking, freight, express, or cartage unless stated herein.
PRICE: Prices recorded in this order are not subject to increase. No additional amounts shall be chargeable to SPB because of taxes or excises, presently or hereafter levied on Seller. Except as may be otherwise provided in this Purchase Order, the contract price includes all applicable federal, state, and local taxes in effect on the date of this Purchase Order. If Seller's quoted prices for the goods covered by this Purchase Order are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at time of any shipment, Seller agrees that the price to SPB for such goods will be reduced accordingly, and that SPB will be billed at such reduced prices. If price is not recorded on the face of this Purchase Order, price shall be that of last previous order given by SPB to Seller for the same items, subject to the provisions of this paragraph. If price includes taxes or excises, and if such taxes or excises or any part thereof are hereafter refunded to Seller, Seller shall immediately pay SPB the amount of such refund. Seller certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods in smaller quantities at this particular time and do not discriminate against SPB. The price herein specified is warranted against any decline that may be made by other Sellers of goods covered by this Purchase Order; if at any time during the term of this agreement, a price shall be offered by such competing Sellers which is lower than the Seller may agree to, the Seller shall notify SPB forthwith and allow SPB to buy a three-month supply of the goods elsewhere and such quantity shall be deducted from the unshipped portion due SPB under the terms of this agreement. Seller represents that the prices and terms of purchase, and any allowances available shall be in full compliance with the Robinson Patman Act.
PAYMENT: All purchases are subject to a cash discount and will be paid on the 10th of the month following date of bill. All bills received after the 25th of the month will be subject to the cash discount but will be paid on the 10th of the second month following. Terms of payment are as previously arranged, or if specified in this order, then as so specified in this order.
QUANTITIES: Shipments must equal exact amounts ordered unless otherwise agreed to in writing by SPB.
WARRANTY: The Seller expressly warrants that all materials, articles, services, and work will be free from defects, of good quality, material and workmanship and will strictly conform in all respects to the specifications, drawings, sample, or other description, that are specified or furnished; or if not specified or furnished, then the goods or services will strictly conform with the quality and quantity typically supplied to Seller's customers. This warranty shall survive any inspection, delivery, acceptance, or payment by SPB for the goods or services. This warranty is in addition to, and not exclusive of, any other warranty provided by law, including, but not limited to, warranties provided by the Uniform commercial Code.
INSPECTION: Goods delivered (whether paid for or not) are subject to inspection, testing, and approval by SPB before acceptance. Final inspection shall be on SPB's premises.
CONFLICTING TERMS: If terms on this purchase order do not appear on or agree with seller's invoice as rendered, seller agrees that SPB may change the invoice to conform to this Purchase Order and make payment accordingly.
NONCONFORMING GOODS: All goods not fully up to standard and not in compliance with the specifications hereof, or shipped contrary to instructions, or in excess of the quantities herein provided, or substituted for goods described, or not shipped in containers conforming to SPB's specifications (or, in the absence of such specifications, in recognized standard containers), or allegedly violating any statute, ordinance, or administrative order, rule, or regulation, may be rejected by SPB and returned or held at Seller's expense of inspecting, unpacking, examining, repacking, storing, and reshipping any goods rejected as aforesaid. The remedies hereinabove afforded to SPB shall not be exclusive, but SPB may hold Seller liable for any and all damages arising from any breach or default hereinabove set forth.
SPB's PROPERTY: All material, including tools, furnished or specifically paid for by SPB shall be the property of SPB, shall be subject to removal at any time without additional cost upon demand by SPB, shall be used only in filling orders from SPB, shall be kept separate from other materials or tools, and shall be clearly identified as the property of SPB. The Seller assumes all liability for loss or damage, with the exception of normal wear and tear, and if SPB requests, Seller agrees to supply detailed statements of inventory at monthly intervals or as otherwise agreed upon.
WARRANTY AGAINST INFRINGEMENT: Seller warrants that the sale or use of goods of the Seller's design or Seller's patents covered by the Purchase Order either alone, or in combination with other materials, will not infringe or contribute to the infringement of any patents or trademarks or copyrights either in the U.S.A. or foreign countries, and the Seller covenants to defend every suit which shall be brought against SPB or any party selling or using SPB's products for any alleged infringements of any patents, trademarks or copyrights, by reason of the sale or use of said materials either alone, or in combination with other materials and to pay all expenses and fees of counsel which shall be incurred in and about defending every such suit and all costs, damages, and profits recoverable in every such suit.
TRADEMARK: If the goods specified within this order are peculiar to SPB's design or if the goods bear SPB's Trademark or identifying mark they shall not bear Trademark or other designation of the Maker or Seller and similar goods shall not be sold or otherwise disposed of to anyone other that SPB without the written consent of SPB. The title to any and all drawings and blueprints, jigs, dies, patterns, tools, etc., used in connection with this order shall at all times vest in SPB and shall upon completion of deliveries hereunder or upon termination of the agreement pursuant to which this Purchase Order is issued, be delivered to SPB upon request and the Seller assumes all liability for loss thereof or for Seller's failure to return such property to SPB.
COMPLIANCE WITH LAW: Seller agrees that the performance of any work pursuant to this Purchase Order is and shall be subject in all respects to and in compliance with all laws, rules, regulations, and ordinances, proclamations, demands directives, executive orders, or other requirements of the municipal, state, and federal governments and all subdivisions thereof which now govern or may hereafter govern the manufacture, sale, or delivery of the parts, supplies, and goods, contemplated by this order, including, but not limited to the provisions of the Fair Labor Standards Act of 1938, the Walsh Healy Act, the Federal Food, Drug, and Cosmetics Act, regulations of the Environmental Protection Agency, and any other applicable laws.
INDEMNIFICATION BY SELLER: The Seller will indemnify, save harmless, and defend SPB from all liability for loss, damage, or injury to person or property in any manner arising out of or incident to the performance of the contract.
ASSIGNMENT: The Seller shall not delegate any duties, nor assign any rights or claims under this Purchase Order, nor for breach thereof, without prior written consent of SPB and any such attempted delegation or assignment shall be void. SPB's consent to one assignment or delegation shall not waive SPB's right to deny consent in the future.
SETOFFS AND COUNTERCLAIMS: All claims for moneys due or to become due from SPB shall be subject to deduction by SPB for any setoff or counterclaim arising out of this or any other of SPB's Purchase Orders with the Seller.
CHANGES: The Company shall have the right to make, from time to time and without notice to any sureties or assignees, changes as to packing, testing, destinations, specifications, designs, and delivery schedules (postponements only). The Seller shall immediately notify SPB of any increases or decreases in costs caused by such changes and an equitable adjustment in prices or other terms hereof shall be agreed upon in a written amendment to the Purchase Order.
CANCELLATION: SPB reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of this Purchase Order by notice to Seller. In the event of such cancellation, SPB shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect the right of SPB to terminate this Purchase Order for default of Seller.
TERMINATION: This Purchase order shall be subject to termination by SPB if the terms and conditions of this Purchase Order are not complied with.
WAIVER OF LIENS: Seller hereby waives and relinquishes all liens and claims statutory or otherwise which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller in performance of this Purchase Order.
DEFAULT: Upon the happening of any one or more of the following events, SPB shall forthwith have the unrestricted right to cancel and terminate the within contract without cost or liability to SPB: (1) Seller's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (3) institution of legal proceedings against Seller by creditors or stockholders; (4) appointment of a receiver for Seller by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of SPB to cancel its additional obligations.
REMEDIES: Any remedies provided for SPB in this Purchase Order are in addition to and not exclusive of any other remedy permitted by law, including, but not limited to, the remedies available under the Uniform Commercial Code.
TRADE NAME: Unless authorized by SPB in writing, the trade name of SPB, or the name of SPB or the name or trade name of any of SPB's subsidiaries or affiliates, is not to be used in the Seller's advertising.
SUPPLEMENTARY INFORMATION: Any specifications, drawings, notes, instructions, engineering notices, or technical data referred to in this Purchase order shall be deemed to be incorporated herein by reference as if fully set forth. In case of any discrepancies or questions, the Seller shall refer to SPB for decision or instructions or for interpretation.
LAW: The rights and duties of all persons and the construction and effects of all provisions hereof shall be governed by and construed according to the laws of Wisconsin. Venue for dispute resolution, including litigation, shall be Sheboygan County, Wisconsin.