Victory Plastic, Inc. Terms and Conditions of Sale
Acceptance by Seller of Buyer’s offer to purchase is expressly conditioned upon, and subject to, the following terms and conditions:
Offer and Acceptance: Buyer's order constitutes an offer to Seller, which is subject to written acceptance by Seller. Seller's written acceptance may be in the form of an order acknowledgment, written sales contract, contemplating transactions over a particular period of time, or in the form of an invoice issued in conjunction with the delivery of Product ordered by Buyer. Any of the aforementioned acceptances by Seller shall incorporate these Terms and Conditions. Pricing is for single production run. Customer assumes responsibility for packaging sizing and compatibility testing with product.
Payment Terms & Credit:
Unless indicated otherwise and mutually agreed upon terms have been reached in writing, payment terms shall be Net 30. Buyer agrees to pay interest on past due invoices at the monthly rate of 1.5% (18% per annum), payable on the first day of default and on the first day of every month thereafter until paid in full. Buyer also shall pay to Seller, on demand, all expenses, including reasonable legal fees, incurred by Seller in protecting or enforcing any of its rights under this Agreement. Seller may, at its sole discretion, grant credit to the Buyer in respect of Product purchased hereunder upon such terms and conditions as Seller may establish from time to time. Buyer agrees and acknowledges that Seller may at any time refuse to grant or extend credit to Buyer, or that Seller may demand immediate payment of all indebtedness outstanding in respect of Product purchased hereunder.
In addition to the purchase price for product, you will be invoiced and responsible for all applicable sales, use, and similar taxes on account of the sale of the product from us to you. Any tax, excise or governmental charge, imposed on the production, sale, use or transportation of or value added to any material sold here under which Seller may be required to pay (other than income or gross receipts taxes of Seller) shall be paid by Buyer to Seller in addition to the purchase price. Buyer shall provide Seller, upon request, with completed exemption certificates for any tax from which Buyer claims exemption.
Delivery & Force Majeure:
Shipping dates are approximate and based upon Seller's best efforts. Seller shall be excused from a failure to perform this sales transaction and delivery because of causes beyond the control of Seller including, but not limited to acts of God, casualties, labor disturbances, or inability to obtain transportation or materials and Seller shall be subject to no penalty or liability for such failure and shall in no event be held responsible for loss of profits, damages incurred by the Buyer, its customers, or other incidental or consequential damages that may result there from. When resin prices increase during the tenure of this purchase order, we reserve the right to immediately increase the price(s) for all products listed by the amount of that increase. In the event that resin producers institute a “Force Majeure” event, we reserve the right to adjust listed prices and/or shipment dates in accordance with our ability to purchase resin. Prices are subject to change without notice.
Inspection and Claims:
Buyer shall inspect and test all Product delivered hereunder for damage, defect or shortage upon receipt and before use or incorporation into any manufacturing or other process, and shall notify Seller of any damage, defect, or shortage within 24 hours of receipt. Buyer assumes all risks for use of non-conforming Product. All claims for any cause whatsoever, whether based in contract, negligence, or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than thirty (30) days after delivery. Buyer hereby extends to Seller right of entry upon the premises of Buyer or its agents, in order for Seller to inspect the Seller goods sold hereby. Buyer agrees to cooperate with Seller to determine the cause of any claimed defects, including, but not limited to, extending to Seller the right to process, run, and operate any and all equipment or machines of Buyer or its agents used to process or fabricate Seller's goods. Seller retains the right to inspect the use by Buyer or its agents of the Seller's goods to determine the validity and cause of any defects claimed by Buyer in Seller's goods.
No return of goods or merchandise by Buyer to Seller shall be considered a return of merchandise for credit accepted by Seller, regardless of the conduct of Seller in regard to the goods so returned, without the prior written authorization by Seller of such return.
This order cannot be canceled other than in writing. Upon receipt of written Notice of Cancellation, Seller will take all reasonable actions to minimize additional expenses; however, Buyer will be responsible for portions of orders completed at the rate specified plus all expenses incurred by Seller in connection with the order and its cancellation.
Production Over/Under Runs:
Our production staff makes every effort to manufacture custom items equal to the amount of your purchase order. However, occasionally variances between your purchase order and actual production will occur. Custom items ordered, regardless of number of units or weight amount, will be manufactured and accorded a +/- 20% variance. We reserve the right to ship and invoice the final quantity manufactured subject to the over and under allowances listed above. Should this occur it will constitute complete fulfillment of the order.
The warranties described in this paragraph are in lieu of all other warranties. Seller warrants that the Product supplied by Seller to Buyer shall, when delivered, conform to the written specifications that have been agreed to by the parties in writing. SELLER EXPRESSLY LIMITS ITS WARRANTY TO THE TERMS SET FORTH ABOVE AND HEREBY EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED, IN PARTICULAR EXCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE, WHETHER OR NOT THAT PURPOSE IS KNOWN TO SELLER. SELLER LIKEWISE LIMITS THE REMEDIES AVAILABLE TO replacement of the defective Product or refund of the purchase price paid therefore, as Buyer elects. IN NO EVENT SHALL SELLER'S LIABILITY EXCEED THE COST OF THE PRODUCT FURNISHED IN ACCORDANCE WITH THIS LIMITED WARRANTY, AND SUBJECT TO ANY CLAIM HEREUNDER. IN NO EVENT SHALL THIS WARRANTY BE EXPANDED BY ANY ADVICE, EXPERIMENTATION OR OTHER PARTICIPATION WHICH SELLER MAY RENDER, IN THE DESIGN, DEVELOPMENT OF MATERIALS, TOOLS, PARTS, ETC., FOR BUYER'S USES OR PRODUCTS. WHETHER RELATED TO FUNCTIONAL OR AESTHETIC PURPOSES, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OF INCOME, LOSS OF PROFITS, OR ANY OTHER FORM OF CONSEQUENTIAL OR INDIRECT DAMAGES WHATSOEVER.
Buyer assumes all risk and responsibility for handling of the Product following delivery, for the results obtained by the use of the Product in a manufacturing process or otherwise, and for the results obtained by the use of the Product in combination with other substances, irrespective of the fact that such use or handling of Product is in accordance with any description, advice or suggestion of Seller. Buyer will indemnify Seller against any liability (whether strict or otherwise) for any claim, loss or expense, direct or indirect, on account of any injury, disease or death of any person (including Buyer's employees) or damage to property (including Buyer's) arising out of Buyer's transportation, storage, handling, sale, use in any manufacturing process or disposal of the Product. The provisions of this paragraph will survive expiration or other termination of this Agreement.
Severability and Waiver:
Should any provision hereof be or become illegal or unenforceable, the remaining provisions shall remain in force and be binding upon the parties. Any waiver by a party of the other's breach of any term or condition of this Agreement shall not be construed as or be deemed to be a waiver of any future breach of such term or condition.
This contract contains the entire agreement of the parties, and no representations, inducements, promises, or agreements, or otherwise between the parties not embodied herein shall be of any force or effect.
This Agreement may not be assigned in whole or in part by Buyer, whether by operation of law or otherwise, without the express prior written consent of Seller.
The rights and duties of all persons and the construction and effect of all provisions hereof shall be governed by and construed by the Uniform Commercial Code as enacted and enforced in the State of Texas.
You agree to keep the terms and conditions of this purchase order confidential.
In the event legal means are necessary to collect an invoice, customer agrees to pay all legal fees and collection charges. This purchase order will be interpreted and governed according to the substantive laws of Texas. Venue for any legal action arising out of this purchase order shall be exclusively in the state or federal courts in Harris County, Texas.
The VCI data contains general information and describes typical properties only. Only persons qualified to determine for themselves the suitability of our products for particular purposes should evaluate its potential uses. No guarantee is made or liability assumed, the application of this data and the products describes herein being at the sole risk of the user. Samples are provided to the requestor on an “AS IS, WHERE IS” evaluation purpose only basis, solely under the use and direction of the requestor, without warranty of any kind (either express or implied), including but not limited to any implied warranties of merchantability and fitness for a specific or general purpose and those arising by statute or by law, or from a cause of dealing or usage of trade. In no event, regardless of cause, shall Victory Plastic, Inc. be liable for any indirect, special, incidental, punitive or consequential damages of any kind, whether arising under breach of contract, tort (including negligence), strict liability or otherwise, and whether based on this agreement or otherwise, even if advised of the possibility of such damages.