1. ACCEPTANCE AND AGREEMENT: When used in these Terms of Sale, “we,” “us” or “our” means Printpack, Inc. or a direct or indirect subsidiary, parent or affiliate of Printpack, Inc.; “you” or “your” means the customer or prospective customer for the Goods supplied by us; and “Goods” means the packaging, rigid containers or other goods offered for sale by us at store.printpack.com (the “Website”). These Terms of Sale apply to all quotations, purchase orders and other documents relating to the sale of the Goods. Your acceptance of our offer to sell the Goods, or our acceptance of your offer to buy the Goods, is limited to acceptance of the express terms contained herein. These Terms of Sale supersede all oral and written representations, warranties and statements concerning the Goods and can be modified only by a writing signed by our authorized representative.

2. DELIVERY AND FORCE MAJEURE. Time of shipment and delivery is not of the essence. All shipment and delivery dates are approximate. We will not be liable for any delay or failure to perform caused by any circumstance beyond our control, whether or not foreseeable, including but not limited to, war, demands or requests of governmental authority, national defense, civil commotion, strike, labor trouble, pandemics, acts of God, fire, flood, accident, failure in production or production equipment, inability to obtain fuel, power, raw materials or shipping capacity, or other causes whether similar or not. We may cancel all affected orders or delay performance for as long as the circumstance prevails, and may allocate our available Goods among our own uses and our customers in any manner we determine to be fair and reasonable.

3. PRICES; SPECIFICATIONS AND TAXES. Prices will be stated in U.S. dollars and are subject to change without notice. Charges will be based on our price posted on the Website at the time of shipment. We may change or update the specifications or product descriptions for any of the Goods at any time by posting such specifications or product descriptions on the Website.  We are not responsible for any sales and use taxes, value added taxes or GST, related to your purchase of the Goods.  You agree to pay the amount of any present or future tax applicable to the manufacture, sale, delivery, use or other handling of the Goods, including but not limited to, sales and use taxes, value added taxes and GST.  You represent and warrant to us that you have a current sales tax exemption certificate covering the purchase of the Goods ordered by you and will make such certificate available to us prior to shipment of the Goods.

4. PAYMENT TERMS. You must provide a valid credit card number, and such related information as we may reasonably request, at the time of placing an order. We reserve the right to verify the method of payment for any order and to refuse to fill any order for which the method of payment cannot be verified.  All charges will be billed to the credit card you provide during the order process.  Should you wish to designate a different credit card or if there is a change in your credit card status, it is your responsibility to change your credit card information online at the account information section of the Website.  There may be a temporary disruption of your access to the Website and/or a delay in shipment of pending orders until we can verify the validity of the new credit card information. Time is of the essence for all payments due to us. You may not withhold or cancel payment for delivered Goods for any reason. If your credit card is rejected or the charge is denied for any reason, we can reclaim shipped Goods and exercise all other rights and remedies available to us.

5. DELIVERY. All Goods are sold F.O.B. our plant.  Deliveries will only be made to valid addresses within the U.S. via FedEx.  All deliveries are subject to the terms and conditions contained in the FedEx Service Guide posted at fedex.com on the date of shipment. Delivery of the Goods to FedEx at our plant will constitute delivery to you, and you assume all risk of subsequent loss or damage to the Goods. We will charge your credit card for all applicable FedEx delivery charges. If you requests expedited shipment or shipment by another mode of transport, we will charge your credit card for the difference in cost.

6. CANCELLATIONS AND RETURNS. Orders cannot be changed or cancelled without our written consent after shipment. We may make equitable adjustments to the delivery schedule and prices as a result of any change in an order prior to shipment. You must notify us in writing of any nonconforming Goods within fifteen (15) days after delivery or you will be deemed to have irrevocably accepted the Goods. No Goods may be returned without our prior consent. We may charge a re-stocking fee of 25% of the selling price of the Goods for approved returns.

7. LIMITED WARRANTIES AND WARRANTY DISCLAIMER.  We warrant that the Goods will be merchantable; and that upon payment in full for the Goods, you will have good title to them.  Any technical advice furnished by us with respect to the selection or use of the Goods is given and accepted at your sole risk, and we have no liability whatsoever for the use of or results obtained from such advice.

THE WARRANTIES STATED IN THESE TERMS OF SALE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY US WITH RESPECT TO THE GOODS. WE specifically disclaim all other warranties, WHETHER EXPRESS, IMPLIED, STATUTORY, ORAL, WRITTEN, OR allegedly arisng from any usage oF trade, course of dealing or course of performance, including but not limited to, the implied warrantIES of fitness for a particular purpose and non-infringement. YOU ASSUME ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED FROM USE OF THE GOODS, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER PRODUCTS.

8. EXCLUSIVE REMEDY.  Our sole and exclusive obligation and your sole and exclusive remedy against us for breach of any warranty or any other obligation relating to the sale of the Goods will be limited at our option to replacement of the nonconforming Goods or refund of the purchase price and freight charges paid by you for the nonconforming Goods. Your ability to exercise of this remedy will be subject to the following conditions: (a) you must notify us of the alleged nonconformity in writing within fifteen (15) days of delivery to you; and (b) the alleged nonconformity must not be attributable to neglect or improper use, handling or storage by you or a third party.

9. LIMITATION ON LIABILITY; NO CONSEQUENTIAL DAMAGES

OUR total liability for ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THE MANUFACTURE, SALE, NONDELIVERY, DELIVERY OR USE OF THE GOODS OR OTHERWISE ARISING FROM ANY AGREEMENT FOR THE SALE OF THE GOODS WILL NOT EXCEED THE PURCHASE PRICE FOR THE SPECIFIC GOODS THAT ARE THE SUBJECT OF THE CLAIM OR DAMAGES.

WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS AND SALES, LOST BUSINESS OPPORTUNITIES, PRODUCTION DOWNTIME, BUSINESS INTERRUPTION AND DAMAGE TO OTHER PROPERTY, EVEN IF WE ARE ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

THE FOREGOING LIMITATION AND DISCLAIMER WILL APPLY NOTWITHSTANDING ANY ADDITIONAL OR CONFLICTING TERMS STATED IN THESE TERMS OF SALE, ANY AGREEMENT FOR THE SALE OF THE GOODS, ANY PURCHASE ORDER TERMS AND CONDITIONS OR OTHER DOCUMENT, AND WILL APPLY TO CLAIMS AND DAMAGES ARISING FROM BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, INDEMNITY, INFRINGEMENT OR ANY OTHER LEGAL THEORY.

10. OWNERSHIP OF INTELLECTUAL PROPERTY. All confidential information; trademarks; patents; trade secrets; product specifications, structures and designs; original works of authorship; manufacturing processes; other items and information; and any modifications, improvements, derivations and adaptations thereof supplied or used by us to manufacture the Goods (“our IP”) will be and remain our property. You will have no right, title, interest or license in or to our IP, except the right to use the Goods as packaging for your products. Under no circumstances will our IP be deemed to be prepared for you or a “work made for hire” for you.

11.  INDEMNIFICATION.  You agree to defend, indemnify and hold us, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Sale.

12. GOVERNING LAW; EXCLUSIVE JURISDICTION AND VENUE. These Terms of Sale and all matters relating to the sale of the Goods will be governed by the laws of the State of Georgia, USA, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of and venue in the federal courts sitting in Atlanta, Georgia, USA. THE PARTIES AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (1980) IS SPECIFICALLY EXCLUDED AND WILL NOT APPLY TO THESE TERMS OF SALE OR THE SALE OF THE GOODS.

13. GENERAL. We may assign or subcontract our rights and obligations without your consent. Each provision of these Terms of Sale is severable. If any provision is declared invalid, all other provisions will remain in full force and effect. Our rights and remedies provided herein are cumulative and in addition to any others provided by law or equity. Our failure to exercise our rights on one occasion will not be deemed a waiver of the right to exercise those rights in the future. The rights, obligations and limitations contained in Sections 4 and 6 through 13 of these Terms of Sale will survive delivery and expiration or termination of any order or agreement for the sale of the Goods.