Terms & Conditions

Unless otherwise specifically provided by separate written agreement fully signed by Seller, the terms and conditions on face side and specified below constitute the entire agreement between Seller and Buyer, and no other terms or conditions shall be of any effect.

1. PRICE CHANGES. Seller may at any time increase the price of any goods ordered hereto upon ten (10) days prior written notice to Buyer. Buyer shall reimburse Seller for any tax (excluding franchise, net income and excess profits taxes) which Seller may be required to pay on the manufacture, sale, transportation, delivery, or use of any goods or the materials required for their manufacture, or which affects the costs of such materials, or which are used in the promotion or advertising of such materials. If tax is imposed at any time retroactively by any governmental agency, Buyer shall reimburse Seller for such taxes.

2. TERMS OF PAYMENT. If Seller extends credit, invoices shall be due and payable as stated on the face hereof. Extension of credit may be changed or withdrawn at any time. Interest of 1.5% per month and a rebilling fee of 0.5% per month will be charged on all invoices not paid by the due date thereof. If Seller does not or ceases to extend credit, payment terms shall be at Seller's option any type of cash terms or any type of secured transaction terms.

3. DELIVERY TERMS. Goods shall be sold and delivered f.o.b. Seller's factory, warehouse, or supplier location, unless otherwise provided on the face hereon. Buyer shall, subject to Seller's available facilities at the delivery point, determine its desired mode of transportation and notify Seller thereof at least ten (10) days before the requested delivery date. If Buyer fails to so notify, Seller may select any commercial carrier. Seller will attempt to make deliveries as near as possible to Buyer's requested delivery date. Fuel surcharges shall be in effect as determined by Seller. Title to goods shall pass to Buyer and goods shall be at Buyer's risk from and after delivery to carrier, and Buyer shall assume all responsibility for shortage, loss, delay, or damages in transit upon issuance to Seller by carrier of bill of lading or equivalent form of shipping receipt, irrespective of whether Seller or Buyer determines the mode of transportation. Acceptance of goods by Buyer and Buyer's location indicates assent to all terms hereon.

4. CLAIMS, WARRANTIES, AND LIMITATIONS OF LIABILITY.  Any claim by buyer for defective goods and imperfect manufacture, improper goods, or for any cause is waived unless notice thereof is received by Seller within ten (10) days after delivery of any shipment. Failure of Buyer to give such notice within such period shall constitute an unqualified acceptance of the goods delivered pursuant to this agreement and a waiver by Buyer of all claims with respect thereto. The Seller and Buyer agree that notwithstanding the form (e.g. contract, tort, or otherwise) in which any claim may be asserted or legal or equitable action may be brought against Seller or Buyer, Seller shall in no event be liable for damages which exceed an amount which is equal to the total amount paid or payable to Seller or Buyer pursuant to this agreement for the goods which gave rise to the said claim or legal or equitable action. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY INDIRECT DAMAGES SUCH AS, BUT NOT LIMITED TO, EXEMPLARY OR PUNITIVE DAMAGES, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OR MERCHANTABILITY. BUYER'S EXCLUSIVE REMEDY AND SELLER'S SOLE LIABILITY ON ANY CLAIM OR LEGAL OR EQUITABLE ACTION, WHETHER CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO REIMBURSEMENT OF BUYER'S ACTUAL COST OF THE GOODS WHICH GAVE RISE TO THE SAID CLAIM OR LEGAL OR EQUITABLE ACTION; HOWEVER, IN NO EVENT SHALL SELLER BE LIABLE FOR INDEMNIFICATION OR BUYER ON ACCOUNT OF ANY CLAIM OR EQUITABLE ACTION ASSERTED AGAINST BUYER FOR ANY OTHER OR FURTHER DAMAGES WHATSOEVER WHETHER DIRECT OR INDIRECT. Irrespective of Seller's preparation of design or copy of the furnishing of advice or information, Seller shall not be liable to Buyer or any third party where the preparation, assembly or manufacture of the goods or the printing or graphic matter thereon has been performed in compliance with Buyer's specifications, requests or approvals. Buyer shall indemnify and hold Seller harmless against any claims or actions arising out of Buyer's specifications, requests, or approvals including, but not limited to, (i) infringement on the property rights of others acquired without limitation thereof, by usage, registration, copyright, patent or otherwise, (ii) failure to comply with any federal, state or local law or ordinance, and (iii) failure to comply with specifications, functionality or any other matter in connection with any universal product code (UPC) placed on goods; and Buyer shall promptly pay or secure any judgment or recovery and Seller's reasonable costs and expenses, including, but not limited to attorney's fees and court costs, incurred in investigating, settling or defending any such claims or actions. Seller shall not be liable under any circumstances to Buyer or any other person (i) after the goods have been processed or have been incorporated into other goods, or (ii) where the goods are not warehoused, handled, used, packed or distributed in accordance with the customary good commercial practices of the trade.

5. CONTINGENCIES. Seller shall not be liable to Buyer or any other person for any failure or delay in the performance of any obligation under this agreement due to events beyond its reasonable control including, but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, sabotage, strikes, lockouts, labor disputes, labor shortages, work stoppages, transportation embargoes or delays, failure or shortage of materials, suppliers of machinery, acts of nature, death, disability, acts of regulations or priorities of the federal, state or local governments or branches or agencies thereof, or failure to take goods as ordered due to any such events except that Buyer shall be liable for such delay or failure with respect to goods already in transit or specially made or printed for Buyer which are not readily salable without loss to Seller. When the events operating to excuse performance shall cease, this agreement shall continue in full force until all deliveries have been completed.

6. DEFAULT AND WAIVER. If Buyer fails to make payments according to the terms stated on the face hereof, or if in the opinion of Seller, Buyer is unable to pay its debts as they become due, or if all or a substantial portion of the assets of Buyer be sold to a third party, or should Buyer be merged into a third party, or should all or a controlling portion of the capital stock of Buyer be sold to a third party, or if Buyer should breach any of its obligations stated herein, then Buyer shall be in default of this agreement. When Buyer is in default of this agreement, Seller may, at its option and in addition to all other remedies available to it, declare all sums due Seller by Buyer immediately due and payable; require cash payment or security for payment in advance for shipments; cancel this and/or any other outstanding agreements between Buyer and Seller; require that Buyer assign Buyer's interest in accounts receivable due Buyer from Buyer's sale of goods sold under this and/or any other agreements between Buyer and Seller; and/or take possession of goods delivered to Buyer under this and/or all other agreements between Buyer and Seller. Buyer shall reimburse Seller for all expenses incurred by Seller in asserting any of Seller's rights under this paragraph, including, without limitation, attorney's fees. If Seller requires Buyer to to assign Buyer's interest in accounts receivable due Buyer from Buyer's sale of goods under this and/or any other agreements between Buyer and Seller, and if Seller collects an amount in excess of the sum of the amount due Seller from Buyer plus Seller's expenses incurred in asserting Seller's rights under this paragraph, then such excess shall promptly be paid by Seller to Buyer. Buyer shall require in its contracts with its buyers that accounts receivable may be assigned to Seller. By assenting to this agreement, Buyer agrees to execute all assignments agreements and security agreements required by Seller under this paragraph. No course of conduct, or any delay of Seller in exercising any rights hereunder, shall waive any rights of Seller or modify this agreement. Failure of Seller to deliver any installment shall not be a breach of the remainder of the agreement.

7. RETURNS AND ALLOWANCES. Buyer must notify seller of any request to return goods before the due date on the face hereon or within 10 working days after delivery, whichever is later. Acceptance of returns is at the sole discretion of the Seller. To be accepted for return, goods must be in "like new" condition as determined by Seller. Candy bars, suckers, and perishable food items may not be returned except when defective or shipped in error. Any goods that are marked, scratched, written upon, defaced, or otherwise less than "like new" condition may not be returned for credit. Any allowances for promotion or any other reason deducted on the face hereon shall only apply if payment for this contract is made by buyer to seller within the terms on the face hereon.

8. GOVERNING LAW.  This agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any term contained herein found to be void by legislation or by a court of competent jurisdiction shall not act to void the remainder of this agreement.