Terms & Conditions

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Terms & Conditions

PREVALENCE CLAUSE

“This Agreement supersedes all prior proposals, negotiations, representations, agreements and understandings between the parties, including those contained in any confidentiality agreements, and all terms and conditions contained in any Buyer-provided purchase orders, and constitutes the complete and exclusive agreement between Buyer and Seller regarding the subject matter hereof, and the Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in this Agreement. Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for Buyer’s convenience in record keeping, and no such reference or the provision of Services to Buyer shall be deemed an acknowledgment of or agreement to any terms or conditions associated with any such purchase order or other Buyer-provided documentation. Any such associated terms and conditions shall be of no force and effect, and shall not in any way be deemed to amend, modify, supersede, alter or supplement this Agreement.”

1. GENERAL

These General Terms & Conditions (“Terms”) apply to any and all products of Polyfuze Graphics Corporation, Inc. (“Polyfuze Graphics Corporation” or “Seller”) purchased or used by any person, entity or other organization acquiring those products (“Buyer”). Seller makes various types of label products (“LABELS” or “Products”). These Terms supersede any contrary provisions in any documents, including but not limited to any past, present or future purchase orders and/or any written or oral communications with any Buyer. Buyer accepts the terms and conditions of this document as a condition of receiving and/or using any LABELS from Seller.

2. DELIVERY

To the extent reasonably possible, Seller will attempt to ship LABEL(S) to Buyer by the requested shipment date and/or in time to meet any requested delivery date in any Purchase Order. Seller cannot control actual in-transit shipping times. Production schedules can vary due to a variety of reasons and, therefore, shipment and delivery dates cannot be guaranteed.

Unless otherwise stated in these Terms, the delivery terms will be F.O.B. Seller’s warehouse. Buyer may specify to Seller the carrier Buyer desires to carry the LABELS in writing at least seven (7) business days prior to shipment. Seller will use good faith efforts to use Buyer’s requested carrier. If no carrier is specified (or use of such requested carrier is not reasonably practicable), Seller may select any recognized common carrier without responsibility or liability to Buyer for such selection. Seller shall have no obligation to arrange for any valuation of the products being shipped over and above the standard valuation provided in the carrier’s tariffs or other rate schedules at the lowest rates of carriage. Buyer acknowledges that the risk of loss shall pass to Buyer upon the common carrier taking possession of the LABELS and that Buyer shall have the sole responsibility to insure the LABELS against loss and/or to make any special arrangements or valuations with the carrier.

3. TERMS OF
PURCHASE AND PAYMENT

Upon request, Seller will provide Buyer with a written quote following confirmation of size and color information from Buyer. The quote provided will include MOQ and price structure based on purchase volumes. Prior to placing an order, Buyer must sign and return Seller’s Non-Disclosure Agreement (“NDA”) before the customer account can be set up. Seller requires a formal Purchase Order in writing. Seller does not acknowledge “forecast” as a purchase commitment. Seller will provide Buyer confirmation by email that formal Purchase Order has been received and is being processed. Cancellation of an order once it has entered the production process will result in restocking fee of up to 100% of order value. Once production orders have entered Seller’s Distribution area, they are considered “complete”. The provisions of these terms supersede any contrary provisions in a Purchase Order.

Condition of Sale:
Delivery Delay: Scheduled shipping dates are approximate and subject to prompt receipt from buyer of all information necessary to manufacture the goods.
Payment terms: U.S. FUNDS ONLY. All orders are Cash In Advance, unless Buyer is approved by Seller in writing in advance for Net 30 payment terms. As part of vetting process for approval of Net 30 payment terms, individual Credit Limits are established for each account.  Buyer can propose credit limit increase to Seller in writing at any time based on forecasted purchase volumes and/or change in financial status.
Freight: FOB Clarkdale, AZ. USA

4. PROOF APPROVAL

There is a PROOF APPROVAL process that must be completed by both Seller and Buyer prior to the start of the initial production of LABELS by Seller. The PROOF ARROVAL process includes, but is not limited to: Confirmation of material type and the material color that the LABELS will be applied to and confirmation of any items related to compliance of the finished part. Any Buyer supplied art will need to be reviewed by Seller and prepared for processing. Prior to production Buyer will receive a digital PROOF APPROVAL from the Seller. Once the Buyer provides approval of proof, production will be scheduled by Seller. PROOF APPROVAL is the process for Buyer’s PRE-PRODUCTION LABELS INSPECTION APPROVAL. NOTE: Colors may not match Pantone colors specified on various color monitors or printers. Upon request, Seller will provide Buyer with vendor pigment information for each pigment that is planned to be used in the creation of their LABELS. Orders cannot be changed or terminated following PROOF APPROVAL.

5. LABELS
TECHNICAL SPECIFICATION

Polyfuze™ LABELS are intended for application to polyolefin materials. Polyfuze™ LABELS are comprised of compatible pigmented material, instead of ink. Proper application may require variations in time, temperature and pressure. Buyer and Seller understand these settings will impact performance of the LABELS. Buyer is solely responsible for proper application. Upon proper application, Polyfuze™ LABELS will fuse to become a permanent part of the polyolefin product it is applied to. As a result, after proper application the LABELS will be bound by the same rules as the polyolefin part itself. Depending on pigments used and other factors, LABELS and the polyolefin part itself may experience some color fade and chalking over time.

6. SHORTAGES AND OVERAGES

Polyfuze Graphics™ Corporation has established a 5% manufacturing policy which means that we occasionally experience shortages or overages on custom order quantities due to normal manufacturing processes. By placing a purchase order, you acknowledge, understand and accept that your orders may be over or under by a maximum of 5% (though we normally print extra graphics for each job). In the event that we produce less than you ordered (within our 5% policy) we will adjust your invoice accordingly. When placing an order, please make sure you don’t leave yourself in a situation where your business is negatively impacted by a shortage of graphics.

7. PRE-PRODUCTION
LABELS INSPECTION

Buyer is responsible for inspecting the LABELS upon receipt, including but not limited to visual comparison of LABELS delivered by Seller to the PROOF APPROVAL. NOTE: Seller’s color matching process takes into consideration the color of the polyolefin part. If LABELS delivered by Seller do not appear to match the PROOF APPROVAL it may be necessary to apply LABELS to confirm color match.

As expressed in the LIMITED WARRANTY, DISCLAIMER AND WAIVER OF CLAIMS, Seller cannot be held liable for LABELS once the application process has commenced. Should any defects be identified during the PRE-PRODUCTION LABELS INSPECTION the Buyer must contact Seller within ten (10) business days of delivery to report any issues. Since LABEL colors may not match until application, PRE-PRODUCTION LABELS INSPECTION quality control should include application by the Buyer to confirm LABELS color match. Any LABELS delivered by the Seller and shown to be non-compliant with the LABELS quality as provided in any applicable Technical Specification or PRE-PRODUCTION LABELS INSPECTION need to be determined prior to production.

8. LABEL STORAGE
CONDITION REQUIREMENTS

Prior to application, LABELS must be stored in climate controlled environment as follows: LABELS should not be pressed or stacked upon. LABELS should be stored at a temperature between 10C – 35C and should not be stored in direct sunlight. Partially used LABELS rolls need to be re-rolled tightly and taped in place after initial use. Avoid storing LABELS in container / cabinet along with chemicals or solvents. Permeation of chemicals or solvents can affect LABEL performance.

9. LIMITATION OF LIABILITY

Notwithstanding any provision herein to the contrary, and other than as otherwise expressly set forth herein, Buyer acknowledges and agrees that Seller shall have no liability to Buyer in connection with the LABELS in excess of the total amount off consideration paid to Seller hereunder. No action shall be brought by Buyer for any breach of any contract arising or resulting from this Agreement more than one year after the cause of action therefor accrues.

10. FORCE MAJEURE

Seller shall not be liable for any failure or delay in performance for the period that such failure or delay is due to causes beyond its control, such as but not limited to War, Acts of God, Forces of Nature, fire, earthquakes, drought, floods, acts of terrorism, strikes and any other matters beyond Seller’s reasonable control.

11. CONFIDENTIALITY

Seller’s processes, procedures, composition and material configuration of and for all LABELS are the confidential and proprietary information of Seller. Buyer agrees not to use or disclosure any confidential information of Seller, and also agrees not to attempt to analyze or reverse engineer any LABELS for any purpose.

12. CONFIDENTIAL INFORMATION

Confidential information includes, but is not necessarily limited to, any and all information regarding the Company’s manufacturing processes, procedures, methods and means for applying raw material LABELS to a product. Recipient shall not analyze, de-compile, or reverse engineer or cause a third party to analyze, de-compile or reverse engineer any of the raw material LABELS for any purpose.