Mauser Packaging Solutions

Terms & Conditions of Sale

  1. Acceptance: The following are the standard terms and conditions of sale (“Terms“) between the Mauser Packaging Solutions entity that accepts the order for the applicable products or goods (“Seller” or “Mauser”) and the individual or legal entity ordering, receiving, or using Mauser or Mauser supplied products or goods (“Buyer”, “You” or “Your”). These Terms, any Mauser quotation, acknowledgment or invoice and all documents incorporated by specific reference herein or therein (together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Mauser supplied product or goods (the “Products”). MAUSER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY BUYER, WHETHER OR NOT CONTAINED IN ANY OF BUYER’S BUSINESS FORMS, PURCHASE ORDERS, OR IN BUYER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. If you are entering into the Agreement on behalf of a company or other legal entity, You represent that you have the authority to bind such entity, in which case the terms “You” or “Your” shall refer to such entity.
  2. Price / Payment Terms: Prices are subject to change without notice. Seller’s price shall be the price in effect at the time of shipment. All prices exclude testing and inspection fees, sales, use, license excise, value-added and other taxes in regard to manufacture, sale or delivery, export or import duties, tariffs, license fee or like charges relating to the sale, use, importation of the Products, all of which shall be paid by Buyer unless a proper exemption certificate is furnished to Seller. All prices are subject to adjustment necessitated by Seller’s compliance with any government action. Terms of payment are 30 days net from the date of Mauser’s invoice. Under no circumstances will Buyer have a right of set-off. If Buyer fails to make any payment as required, Buyer agrees to indemnify Mauser for all associated costs incurred by Mauser, including reasonable attorney fees and court costs.
  3. Past Due Amounts: The Seller shall be entitled to refuse to make up or ship any part of the Products sold if any obligation of the Buyer to the Seller under this or any other contract shall at that time be overdue. Seller may fix or change from time to time the terms of credit under which Products ordered shall be shipped and may decline to ship all or any part thereof until such credit terms are met. Interest is chargeable on past due accounts.
  4. Over Run: On all orders, an under or over run of 10% of the quantity ordered will be considered as fulfillment of the order. Seller reserves the right to bill as finished goods any inventory within the 10% overrun of the quantity ordered which remains in Seller's inventory more than 90 days after initial product release date.
  5. Cancellation: Seller may cancel any purchase order or terminate any agreement relating to the purchase of Products upon reasonable prior written notice to Buyer. Once Seller has accepted a purchase order or begun taking actions with respect to a purchase order, Buyer cannot cancel or modify that purchase order except with Seller’s written consent. In such event, Buyer will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses and anticipated profits.
  6. Delivery/Freight: Unless otherwise specified, delivery will be F.O.B. Seller’s plant, and Buyer assumes all responsibility for risk of loss, or damages to, the Products furnished hereunder upon delivery F.O.B. Seller’s plant. All less than truckload shipments will be shipped COLLECT to Buyer. Where the price specified does provide for absorption by Seller of freight charges, either in whole or in part, Seller shall have the right to select the means of transportation. If Buyer requires a means of transportation other than that selected by Seller, Buyer shall pay any additional freight cost incurred by reason of using such other means. If Buyer elects to specify their own carrier, then Seller will work with the specified carrier to arrange dock pick-up and delivery times but cannot be held liable for delayed shipments based on availability or scheduling of Buyer’s chosen carrier. Delivery dates are approximate and subject to confirmation by Seller. Delay in delivery by Seller for any installment shall not relieve Buyer of its obligation to accept remaining installment deliveries. Claims for shortages or other errors in delivery must be made in writing to Seller within 30 days after Buyer’s receipt of shipment, and failure to give such written notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.
  7. Non-conforming Shipments / Inspection: If any Products are claimed to be defective or non-conforming, such non-conforming Products shall not affect the remaining Products. Buyer shall give written notice to the Seller of any such claimed non-conforming Products, describing the same and stating the time of discovery thereof. After receipt of such notice, Seller shall have a reasonable opportunity to inspect such claimed non-conforming Products and cure any non-conformity. The period of time within which notice shall be given to the Seller of any such claimed non-conforming Products is 30 days after delivery thereof to the Buyer. If Buyer fails to provide Seller such written notice within 30 days of delivery of the Products, Buyer will be deemed to have accepted the Products.
  8. Warranty: Seller warrants that the Products sold by it shall, for a period of 6 months from the date of delivery (or as otherwise agreed in writing by Seller in advance of any Product delivery), be free from defects in workmanship and materials only under normal and proper use, operating, and storage conditions. In the event of a breach of the warranty set forth above, Seller’s sole liability and Buyer’s sole and exclusive remedy will be for Seller (at Seller’s sole option) to repair, replace, or credit the purchase price to Buyer for, any Product that fails to conform to the warranty, provided that (i) during the warranty period, Seller is notified in writing of such non-conformity with a detailed explanation of any alleged non conformity no later than 30 days from discovery of the non-conformity; (ii) Seller is given a reasonable opportunity to investigate all claims; and (iii) Seller’s examination of such Product confirms the alleged non-conformity and that the non-conformities were not caused by accident, misuse, neglect, unauthorized alteration or improper packing, storage, or distribution. No Products may be returned to Seller until inspection and written approval by Seller. In no event shall Seller incur any liability, and Buyer hereby fully releases Seller from any and all liability, where the goods are not used, packed, stored and/or distributed in accordance with good business practices, or where the alleged damage results from rust or outside corrosion occurring after receipt of goods by Buyer or from improper capping, closing, crimping filling and gassing operations by the Buyer, or from the use of parts other than those supplied by Seller.  Except as otherwise specifically agreed to by Buyer and Seller in writing, Seller makes no representation of compliance with the regulations or standards issued by any government agency or of any other safety and health statutes regulations or ordinances which may be applicable to those goods.
  9. Indemnification: Buyer agrees to indemnify Seller against all claims arising out of or resulting from all operations or use of any of the Seller’s Products. Goods and parts made by other manufacturers are warranted only to the extent of the original manufacturer’s warranty to Seller.
  10. LIMITATION OF LIABILITY: EXCEPT FOR THE ABOVE WARRANTY, SELLER EXPRESSLY DISCLAIMS AND MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. BUYER HEREBY AGREES THAT SELLER SHALL HAVE NO OTHER OR FURTHER OBLIGATION OR LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SALE OF THE PRODUCTS OR THIS AGREEMENT. NOT WITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS SUGGESTIVE TO THE CONTRARY, THE LIABILITY OF SELLER UNDER ANY LEGAL OR EQUITABLE THEORY OF INDEMNNITY OR DAMAGES RELATING TO ANY BREACH OF WARRANTY, ANY DEFECTIVE PRODUCT, OR USE OF ANY DEFECTIVE PRODUCT, SHALL BE LIMITED TO THE ACTUAL PRICE PAID BY BUYER FOR SUCH PRODUCT AS TO WHICH THE CLAIM IS MADE. BUYER HEREBY AGREES THAT SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANYONE (AND BUYER WAIVES ALL CLAIMS AGAINST SELLER) FOR ANY GENERAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGES OR EXPENSES, ARISING OUT OF THIS AGREEMENT OR ANY CAUSE OF ACTION RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
  11. CLAIMS DEADLINE: BUYER HEREBY AGREES NO COURT ACTION ARISING OUT OF THE SALE OR USE OF ANY OF THE PRODUCTS (INCLUDING, BUT NOT LIMITED TO, THE WARRANTY HEREIN CONTAINED) SHALL BE BROUGHT MORE THAN 365 DAYS AFTER DELIVERY OF THE PRODUCTS TO THE BUYER.
  12. Modification / Delay: Seller reserves the right to change or modify the design and construction of any of its Products, or to substitute material equal or superior to that originally specified. Description of product specifications as may be stated in the Agreement may be only approximate and are therefore subject to revision by Seller in its sole discretion. In case of any delay caused by the Buyer's failure to furnish information to be supplied by the Buyer, Seller may extend the date for shipment for a reasonable time, based on the period of Buyer's delay and conditions at Seller's plant. If any changes are made by the Buyer in the Products as originally ordered, the price and the time of delivery shall be adjusted accordingly. In case of delay or modification caused by Buyer, the Seller may, at its option, invoice the Products ready for shipment and payment thereafter shall be made in accordance with the agreed terms. Any additional cost to Seller caused by such delay or modification shall be paid for by the Buyer.
  13. Termination: (a) Except with respect to violations related to payment of monies owed and protection of Confidential Information, if either party defaults in the performance of this Agreement, the other party shall give written notice to the defaulting party specifying the nature and extent of default, and the defaulting party shall, have 30 days after receipt of such notice to cure such default. If such default is not cured within such 30 day period, the aggrieved party may, by written notice, terminate this Agreement for material default. (b) If either party (i) initiates any bankruptcy, insolvency, receivership or other similar proceedings, or fails to have dismissed within 45 days any bankruptcy, insolvency, receivership or similar proceeding initiated against it, (ii) makes an assignment for the benefit of its creditors, (iii) has a receiver appointed for it or for any of its properties, or (iv) suspends its business, the other party shall have the right to terminate this Agreement immediately upon written notice to such party. (c) Buyer’s obligation to pay all amounts due to Seller under this Agreement shall survive expiration or termination of this Agreement. Either party’s exercise of its termination rights shall be without prejudice to any other remedies such party may have under this Agreement or applicable law.
  14. Assignment: A party may not assign its rights or delegate its performance under this Agreement to another entity (except to an entity that is controlled by a party, such party controls, or is under common control with such party, or to an entity acquiring all or substantially all of the assets of that party) without the prior written consent of the other party, such consent shall not to be unreasonably withheld or delayed. Buyer and Seller shall remain jointly and severally liable for the full performance of all of its obligations hereunder. Any other attempt by a party to assign this Agreement without the prior written consent of the other party shall be void.
  15. Confidential Information: Except to the extent necessary to perform under this Agreement, neither party may disclose this Agreement or any non-public information it receives from the other party (collectively, “Confidential Information”) to any third party, nor use the Confidential Information for any purpose other than performance of its obligations under this Agreement, without the prior consent of the other party.
  16. Miscellaneous: This Agreement represents the entire agreement between Buyer and Seller with respect to the Products sold and supersedes all other terms in any purchase order, acknowledgment or other writing relating to the subject matter of this Agreement. The invalidity of any provision or portion of this Agreement shall not affect the remainder of this Agreement, and this Agreement shall remain in full force and effect except for such invalid provision. Buyer acknowledges that it has had the opportunity to review these terms. By continuing, Buyer agrees to these terms and conditions. Any amendment, change, alteration or modification of this Agreement may be effective only by a subsequent writing signed by an authorized representative of Seller.
  17. Force Majeure: Seller shall not be responsible for Excusable Delays or for a failure to perform hereunder for reasons of force majeure, nor shall Buyer refuse to accept delivery because of any such delays. “Excusable delays” and reasons of force majeure include, without limitation, acts of God, acts of a public enemy, acts of the governments of any state or political subdivision or any department or regulatory agency thereof or entity created thereby, embargoes or transportation delays, acts of any person engaged in subversive activity or sabotage, acts of Buyer, epidemics or quarantine restrictions, disease, unusually severe weather, tornadoes, typhoons, hurricanes, floods, earthquakes, fires, strikes, labor disputes, shortages of labor, inability to secure fuel, raw materials, supplies, transportation, or power at current prices or on account of shortages thereof, or other similar or dissimilar causes beyond the reasonable control of Seller. In the event of such delays, the date of delivery shall be extended for a period equal to the time lost by reason of such delays. In the event Seller’s inability, for any reason, to supply the total demands for the Products to be furnished hereunder, Seller may allocate the available supply of such Products among any or all of its customers or buyers on such basis as Seller may deem fair and practical without any liability for any failure of performance which may result therefrom.
  18. Governing Law: This Agreement shall be governed by the law of the State of Illinois. Any dispute arising out of or related to the Agreement will be governed by and construed according to the laws of the state of Illinois and litigated exclusively in a state or federal court located in Cook County, Illinois. The parties hereto expressly release and waive any and all rights to a jury trial and consent to have any dispute heard solely by a court of competent jurisdiction. In the event that either party has to take legal action to enforce its rights or protect itself under this Agreement, the non- prevailing party shall be responsible for payment of the costs of such action incurred by the prevailing party, including without limitation attorney’s fees. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Sales of Goods Act (Ontario, Canada) do not apply to this Agreement.