STANDARD TERMS AND CONDITIONS OF SALE
TERMS & CONDITIONS This Proposal supersedes and replaces any previous agreement, proposal, or representation between the Buyer and OZ Packaging LLC for the sale, licensing, installation and warranty of OZ Packaging hardware, services, and parts ("Products") as described in this Standard Terms and Conditions (the “Proposal”). To contractually bind OZ Packaging, orders must be accepted in writing by OZ Packaging. These Standard Terms and Conditions shall prevail notwithstanding any variation from these terms and conditions by any purchase order or other document submitted by the Buyer, whether or not executed by a representative of OZ Packaging. Any variations to these Standard Terms and Conditions must be agreed to by both parties in writing. Only OZ Packaging then current Controller can agree in writing to a variation from these Standard Terms and Conditions. A waiver by OZ Packaging of a breach of any of the Standard Term and Conditions by Buyer shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
PRODUCT PRICES AND DISCOUNT STATUS The prices or license fees and the applicable discount status, if any, for Products purchased hereunder shall be specified in OZ Packaging Service Order Request Form, or as may be specified in this Proposal.
ORDERS All orders placed by Buyer with OZ Packaging shall be subject to acceptance by OZ Packaging at its principal place of business. Accepted orders shall be governed by these Standard Terms and Conditions. These Standard Terms and Conditions shall prevail notwithstanding any variation from these terms and conditions by any purchase order or other document submitted by the Buyer, whether or not executed by a representative of OZ Packaging.
CANCELLATION, CHANGES AND RESCHEDULING Recognizing that the costs and damages that would result from cancellation, changes or rescheduling would be difficult to compute, the parties agree that in the event Buyer cancels, changes or reschedules any order or any portion thereof or causes such cancellation change or rescheduling by failure to comply with these terms and conditions, within sixty (60) days of scheduled Delivery, then Buyer will be subject to cancellation charges of twenty percent (20%) on the list price or if changing or rescheduling any order, a charge of five percent (5%) based on the list price of the Products. In the event Buyer cancels, in writing, an order for Products not listed in OZ Packaging then current Price List, Buyer agrees to reimburse OZ Packaging for all out-of-pocket costs and expenses accumulated by OZ Packaging to the date written notice is received by OZ Packaging.
SHIPMENT "Delivery" is F.O.B. to the shipping point specified in the Invoice and from that point Buyer will pay all shipping, insurance and related expenses. Products shall be packaged and shipped in accordance with OZ Packaging standard commercial practice. Risk of loss and title shall pass at the point of delivery. Buyer hereby grants OZ Packaging a purchase money security interest in the Products until the full purchase price and any related amounts that become due are received in full. Upon written request, Buyer will execute any document required to perfect this security interest.
PAYMENT Payments for invoices are due and payable in U.S. currency, net 30 days from the date imprinted on the invoice or otherwise agreed upon. Payments not timely received will result in a monthly late charge of 1.5% on the unpaid balance. If payments are not received within 60 days from the date imprinted on the invoice, then all payment terms may be converted to a C.O.D. basis by OZ Packaging at its sole discretion. OZ Packaging reserves the right to change or accelerate the credit terms at any time, when in OZ Packaging sole discretion or opinion, Buyer's financial condition or previous payment record so warrants.
TAXES Buyer agrees to pay promptly when due all taxes, assessments and other public charges that might be directly or indirectly levied, rated, charged upon, or measured by or arise from the sale, transportation, delivery, use or consumption of the Product, or otherwise upon this transaction. If Buyer fails to make payment of the same or to file any required return, OZ Packaging shall have the right to file a return and to make payment of the tax and the amount so paid shall then become immediately due and payable by Buyer to OZ Packaging and shall be in addition to any and all other money due and payable under this agreement.
INSTALLATION Products will be installed by OZ Packaging at Buyer’s facility in the United States if the Invoice includes installation or if Buyer separately purchases installation services. The terms for installation are as follows:
(a)Buyer must provide a safe, clean space for the installation of the Products with an adequate power supply, foundation upon which to install the Products, ventilation and temperature control, all of which must be suitable in OZ Packaging sole determination (the "Site"). All Site preparation must be completed by the Buyer at its expense prior to installation. (b)At the time of installation, Buyer will supply all labor necessary for unpacking or uncrating of the Products. Products may only be unpacked under the supervision of OZ Packaging personnel and failure to do so will void any warranties. (c)The Site must be within the contiguous United States. (d)Buyer warrants that installation by OZ Packaging complies with all local laws, union agreements or other agreements, leases or other restrictions. (e)Installation shall be deemed complete upon the successful execution of OZ Packaging standard diagnostic programs. (f)Buyer further agrees to indemnify and save harmless OZ Packaging against any and all claims of any persons whatsoever, arising out of or resulting from the installation and operation of the Product. OZ Packaging will rely on Buyer's representations that the Product is suitable, and Buyer shall be solely liable for personal injuries or property damage, whether to the equipment, other property or otherwise, occasioned by or resulting from an unsuitable foundation.
WARRANTY All OZ Packaging products shall have a one (1) year warranty from delivery date ; If OZ Packaging receives written notice of such defects during the warranty period, OZ Packaging will, at its option, either repair or replace the hardware or part that proves to be defective. Equipment and accessories not of OZ Packaging manufacture are warranted only to the extent that they are warranted by the manufacturer(s) of the same. OZ Packaging's liability or warranty shall not exceed the amount of the purchase price. There are no other warranties, express or implied, either of merchantability or of fitness for a particular purpose. Buyer agrees that there have been no representations upon which it has relied on other than those set forth herein. Buyer agrees that no liability for any special, indirect or consequential damages of any nature is assumed by or shall be imposed on OZ Packaging based upon its undertakings in this agreement.
DURATION AND COMMENCEMENT OF WARRANTY PERIOD The warranty period begins on the date of delivery. If Buyer schedules or delays installation more than thirty (30) days after delivery, the warranty period will be invalidated.
LIMITATION OF WARRANTY OZ Packaging's warranty shall not apply to defects resulting from:
(a)Improper or inadequate maintenance by Buyer; (b)Buyer supplied equipment and accessories; (c)Buyer’s misuse, negligence, alteration, tampering or incorrect use of OZ Packaging's Product; (d)Damage incurred during shipment or unauthorized unpacking; or (e)Damage resulting from Buyer’s incorrect implementation of OZ Packaging's advice in the installation, operation, maintenance and use of the Product. Buyer agrees to defend, indemnify, and hold OZ Packaging harmless, its subsidiaries and affiliates, and their respective directors, officers, employees, and agents (collectively referred to in this section as "OZ Packaging") from and against any and all actions, claims, and proceedings file against OZ Packaging that result from (a)Buyer’s improper or inadequate maintenance of the Product, (b)equipment and accessories supplied by Buyer, (c) Buyer’s misuse, negligence, alteration, tampering or incorrect use of OZ Packaging Product, (d) Buyer’s unauthorized unpacking, or (e)Buyer’s incorrect implementation of OZ Packaging advice in the installation, operation, maintenance and use of the Product.
SPARE PARTS For sixty (60) days from the date of delivery of a spare part, OZ Packaging will either repair or replace, at OZ Packagings sole option, the part found defective due to faulty workmanship or materials.
DISCLAIMER AND LIMITATION OF LIABILITY
OZ PACKAGINGS LIMITED WARRANTY AND ITS OBLIGATIONS AND LIABILITIES ARE IN LIEU OF, AND BUYER HEREBY WAIVES, ALL IMPLIED
GUARANTEES AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
AND IT IS IN LIEU OF ANY LIABILITY OF OZ PACKAGING UNDER ANY OTHER PROVISION. BUYER AGREES THAT IN NO EVENT SHALL OZ PACKAGING BE
LIABLE FOR LOSS OF PROFITS, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF OBLIGATION OF THIS
AGREEMENT. DAMAGES ARE CAPPED TO THE PURCHASE PRICE OF THE PRODUCT. THIS LIMITED WARRANTY IS GIVEN ONLY TO BUYER AND IS NOT
In the event of default of these terms and conditions by OZ Packaging, Buyer must specify such non-compliance in writing to OZ Packaging and if not
cured by OZ Packaging within sixty (60) days of delivery of such notice, then Buyer may terminate this Agreement. In the event of a breach of these
terms and conditions by Buyer, OZ Packaging may immediately suspend performance of its obligations hereunder and may terminate this Agreement after
giving written notice to Buyer.
This Proposal and any purchase orders hereunder may not be assigned by either party without the prior written consent of the other party.
It is understood that the whole agreement between the parties is contained in OZ Packaging's Service Order Request Form and these Standard Terms and
Conditions, and that all representations made by or on behalf of OZ Packaging are void unless contained in this agreement. If any provision of this
agreement, or portion of any provision, is declared or found to be unenforceable, the balance of this agreement or such provision shall be interpreted
and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
The headings to each provision have been inserted for convenience of reference only and do not affect the construction, meaning or effect of anything
contained herein, nor do they govern the rights, obligations or liabilities of the parties hereto.