Purchase Order Terms and Conditions

Last updated: February 2, 2025

Purchase Order Terms and Conditions

 

  1. APPLICABILITY.

(a) These terms and conditions of purchase (these “Terms“) are the only terms which govern the sale and supply of the goods (“Goods“) by the company denoted as seller on the face of this purchase order or entity whose offer of Goods is accepted by Buyer (“Seller“) to Connecticut Container Corp. d/b/a Unicorr Packaging Group (“Buyer“). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. These Terms shall apply to all future spot sales from Seller to Buyer unless a written contract therefor has been entered into by the parties.

(b) The accompanying purchase order and these Terms (collectively, this “Order“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter. Acceptance by Seller of Buyer’s order, or Buyer’s acceptance of Seller’s quote or proposal, is expressly limited to and conditioned upon Seller’s acceptance of these Terms which may not be changed or waived except in writing signed by the parties. These Terms prevail over any of Seller’s general terms and conditions of purchase or sale regardless whether or when Seller has submitted its own form of sale or such terms.

  1. TERMS AND ACCEPTANCE OF ORDER. This Order is Buyer’s offer to Seller. This Order will remain open for thirty (30) days. Buyer may withdraw this Order at any time before it becomes a contract pursuant to this Section or the expiration of the thirty (30) day period, whichever comes first. This Order will become a contract: (a) when Seller’s signed acknowledgment is received by Buyer; or (b) when shipment of any Goods according to the schedule in this Order is made; or (c) when Buyer gives Seller written approval if Seller’s acknowledgment of this Order contains any different term or condition from this Order.
  2. PRICE.

(a) Buyer shall purchase the Goods from Seller at the prices (the “Prices“) set forth in the Order. Prices stated in the Order are not subject to increase. If Buyer is able to purchase Goods of comparable quality from another seller at a lower delivered cost that as specified in this Order, Buyer may give to Seller written notice of the same unless within five (5) days from the date of said notice, Seller does not reduce its prices to an amount equal to the price offered by the other seller, Buyer may purchase said Goods from such other seller. All Goods so purchased shall be deducted from the remaining balance of Goods to be purchased by Buyer from Seller. If Seller’s quoted price(s) for the Goods are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts) at the time of any shipment, the price(s) to Buyer for such Goods(s) will be reduced accordingly, and Seller will invoice Buyer at such reduced prices.

(b) Unless stated otherwise in the Order, the prices in the Order do not include transportation charges or customs duties, which charges will be separately stated on Seller’s invoice. All Prices are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. Seller shall not be responsible for any handling or insurance charges or other surcharges.

  1. INVOICE AND PAYMENT.

(a) Seller will date and send to Buyer a separate invoice for each shipment within two (2) business days following shipment. The invoice will include the original bill of lading or carrier’s receipt, the Buyer’s Order number, the name of the shipper (including whether shipment was utilizing Buyer’s or Seller’s account with the applicable shipper). Any discount will be taken on the full amount of invoice. Payment due dates, including discount periods, will be calculated from the date of invoice. Shipping charges from Seller shall be itemized on the invoice and shall be at cost, and Seller shall provide evidence thereof to Buyer upon request.

(b) Unless stated otherwise in the Order, payment terms are 1% ten (10) days, net forty-five (45) days following the date of the undisputed invoice. Payment does not constitute acceptance of the Goods. Buyer shall make all payments hereunder by wire transfer/check/credit card and in US dollars.

  1. PACKING AND SHIPMENT. Unless otherwise specified, all Goods to be delivered hereunder shall be securely boxed, crated, and stored without charge and shall be packed and packaged: (a) to insure safe arrival at their ulti­mate destination; (b) to secure the lowest transportation costs; and (c) to comply with requirements of common carriers.  Seller is responsible for all damage resulting from improper packing, boxing, storage, or cartage. Seller will ship Goods FOB destination.
  2. DELIVERY. Time is of the essence. If Seller fails to make shipment or delivery when due, Seller will immediately notify Buyer of the reason and length of the delay. Seller will use best efforts to avoid or minimize the delay, including but not limited to expending premium time and using the most expeditious transportation, at Seller’s expense. Buyer may cancel this Order within five (5) business days following receipt of Seller’s notice of delay.  Buyer shall have the right to refuse or return at Seller’s risk and expense shipments made in excess of the quantities contained herein or in advance of the delivery schedule.
  3. TITLE; RISK OF LOSS. Seller assumes all risk of loss to the Goods until they are delivered to the destination specified in this Order, provided, however, that the risk of loss shall remain with Seller as to Goods which are not accepted by Buyer or which are rejected by Buyer. Title to the Goods will pass to Buyer upon receipt at the designated destination. If any of the Goods are lost or destroyed prior to title passing to Buyer, Buyer may either cancel the entire Order or the affected part of the Order (at Buyer’s option), or require Seller to deliver, at Seller’s expense, substitute Goods of equal quantity and quality as soon as commercially practicable.  If loss of the Goods is partial and Buyer does not cancel the entire Order, Buyer may require Seller to deliver the Goods not lost or destroyed in accordance with the terms of this Order.
  4. INSPECTION; ACCEPTANCE. All Goods are subject to inspection at Buyer’s destination. Prior payments or acceptance of shipments shall not be considered as waiving such right of inspection.  Buyer may reject and refuse acceptance of any Goods that do not conform to their instructions, documentation, specifications, drawings, data or other information identified in this Order (collectively, “Specifications”) or Seller’s warranties. Buyer may return any rejected Goods to Seller for full credit or replacement, at Buyer’s option and at Seller’s expense, including transportation charges both ways.  Unless stated otherwise in this Order, Buyer will accept or reject the Goods within thirty (30) days following delivery. If Seller fails to deliver any Goods ordered or delivers any defective or nonconforming Goods, Buyer may: (a) rescind this Order; (b) accept such Goods at an equitable price reduction agreed by the parties; (c) reject such Goods; or (d) demand specific performance.
  5. CANCELLATION. Buyer may suspend or cancel this Order or any part of this Order at anytime up to three (3) days before Seller’s scheduled shipment of the Goods as indicated in this Order. If Buyer wishes to suspend or cancel any of this Order after such date, the parties will negotiate in good faith an equitable settlement for actual costs incurred by Seller for the Goods and work in process as of the date Seller receives notice of such cancellation or suspension, such settlement not to exceed the price specified in this Order.  Upon the happening of any one or more of the following events, and to the extent permitted by law, Buyer may cancel or terminate this Order without cost or liability to Buyer upon: (a) Seller’s insolvency or inability to meet its obligations as they become due; (b) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (c) appointment of a receiver for Seller by any court of competent jurisdiction; (d) any assignment for the benefit of creditors by Seller; (e) material changes in tariff schedules; or (f) acts of a nation or any state, territory, province or other political division. If Buyer has made any progress or other payment(s) to Seller on account of any Goods prior to the time of any suspension or cancellation permitted under this Order, Buyer may enter the premises where the Goods are being kept and take possession and ownership of and remove the Goods so paid for, without liability.
  6. CHANGES. Buyer may at any time issue a written change order to suspend performance of this Order (in whole or in part) or to make changes to the Specifications, quantities, schedule, or shipping, packing, or delivery instructions in this Order. If the change order causes an increase or decrease in Seller’s cost or time required to fulfill this Order, Seller will notify Buyer of any such change. Seller will not perform or deliver, and Buyer will not be obligated to pay for, any services or Goods related to the change order until the parties agree in writing to any equitable adjustment in the purchase price and/or delivery schedule.
  7. WARRANTIES; LIMITATION OF DAMAGES. Seller expressly warrants to Buyer and Buyer’s customers, that: (a) the Goods will conform to the applicable Specifications in all material respects and will be suitable for the particular purpose or use for which they are purchased by Buyer; (b) the Goods will be of good quality, material, and workmanship, and will be free from defects under normal use and regular service and maintenance for one (1) year from the date of delivery of the Goods to Buyer; (c) the Goods will be free and clear of all liens or encumbrances, and that Seller will have good, valid, clear, and absolute title to all Goods and will transfer the same to Buyer; (d) the sale or use of the Goods will not infringe or contribute to the infringement of any third party’s patent,  trademark, or copyright or any other proprietary right, and will not violate any third party’s trade secret; (e) any services performed pursuant to this Order will be performed in a competent, workmanlike manner, in conformance with the Specifications in all material respects; and (f) the Goods or services supplied pursuant to this Order are in compliance with all laws, rules, and regulations of local, state, and federal, or other governments and their subdivisions that govern the manufacture, sale, delivery, or use of the Goods or services in this Order.
  8. INDEMNIFICATION. Seller agrees, upon receipt of notification, to promptly assume full responsibility for the defense of any and all third-party claims against Buyer or any of its directors, officers, employees, contractors, advisors, or customers: (a) alleging that any of the Goods or any other software, hardware, materials, or intellectual property provided by Seller infringes, violates, or misappropriates such third party’s intellectual property or proprietary rights, including without limitation, patents, trademarks, copyrights, or trade secrets; (b) arising out of the design or manufacture or any of the Goods; (c) alleging injury, sickness, and/or death, and for property damage caused by any Goods or part thereof; (d) arising from Seller’s fraud, gross negligence, or willful misconduct; or (e) for Seller’s breach of these Terms, including the representations and warranties contained herein, and Seller agrees to indemnify and hold Buyer harmless from and against all judgments, losses, liabilities, damages, costs and expenses (including but not limited to court costs and reasonable attorneys’ fees) resulting from any such claim.  Buyer may be represented by, and may actively participate through, its own counsel with respect to any such claim, at Buyer’s own expense, unless Seller fails to assume its indemnity obligations hereunder, in which case Buyer’s counsel shall be at Seller’s expense.
  9. LIMITATION OF LIABILITY. IN NO EVENT WILL BUYER OR SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES EXCEPT FOR DIRECT DAMAGES, REGARDLESS OF WHETHER A CLAIM FOR SUCH DAMAGES IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
  10. PROPRIETARY RIGHTS.

(a) All technical information in the nature of designs, blueprints, specifications, engineering data for production, or product know-how (“Technical Information”) and all other non-public, confidential or proprietary information that Buyer or Seller discloses to the other party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Order, shall be kept strictly confidential by the receiving party, and receiving party will not disclose any such information in any way or use it in manufacturing products for others, unless authorized in advance by disclosing party in writing in each instance. All Technical Information Seller uses in the performance of this Order that is not supplied by Buyer will, unless otherwise agreed in writing by the parties, be deemed Seller’s confidential information, and if Buyer has access to any of such Technical Information, Buyer will keep it confidential and not use it or disclose it to any other party. Upon a disclosing party’s request, receiving party shall promptly return all documents and other materials received from disclosing party. Disclosing party shall be entitled to injunctive relief for any violation of this Section by the receiving party.

(b) Buyer reserves the right to review and approve any and all designs, blueprints, specifications, and engineering data used by Seller in manufacturing the Goods. Seller will provide Buyer, at Buyer’s request, with copies of any such designs, blueprints, specifications, and engineering data. For any Goods produced to Buyer’s particular Specifications, Seller agrees to assign to Buyer and not otherwise to make use of any invention, improvement, or discovery (whether or not patentable), conceived or reduced to practice in the performance of this Order by any employee of Seller or other person working under Seller’s direction. Upon completion of Seller’s performance of this Order and Buyer’s payment in full, Seller will deliver to Buyer any and all information relating to any such invention, improvement, or discovery, and will cause its employees or others subject to its direction to execute as appropriate all documents reasonably necessary to enable Buyer to file applications for patents, copyright registrations, or other proprietary rights protection and to obtain title to such invention, improvement, or discovery.

(c) Seller will not, without Buyer’s prior written consent in each instance: (i) publish the fact that Seller has furnished or contracted to furnish Buyer any products or services, or (ii) use any of Buyer’s names or trademarks in Seller’s advertising. If Seller places on any Goods any of Buyer’s trademarks or trade names (the “Marks”) at Buyer’s direction, Seller acknowledges that all such Marks are the exclusive property of Buyer and that Seller will not acquire any rights in any of the Marks.

  1. INSURANCE. Seller represents and warrants that Seller, and any subcontractor used by Seller in connection with the Order, shall carry Comprehensive General Liability and Comprehensive Automobile Liability Insurance with at least industry-standard policy coverages and limits. At Buyer’s request, Seller shall provide to Buyer certificates from Seller’s insurers showing that such coverages are in effect and require Buyer to be given thirty (30) days’ prior notice of cancellation or alteration of coverage. Seller acknowledges that Buyer may require additional minimum liability coverage depending on the circumstances.
  2. COMPLIANCE WITH LAWS. Seller shall adhere to all applicable federal employer standards as a contractor or subcontractor to the U.S. Government  By acceptance of this Order, Seller agrees to comply with the applicable provisions of the President’s Executive Order 11246, as amended by Executive Orders 11375, 11625, 11701, and 11758, the regulations at 41 C.F.R. Parts 60-250.4 and 60-741.4 pertaining to Equal Employment Opportunity (38 U.S.C. 4301 et seq., as amended), and Section 503 of the Rehabilitation Act of 1973, as any such Executive Orders, regulations, or laws may be amended during the term of this Order.  Seller also agrees to comply with the Fair Labor and Standards Act and the Occupational Safety and Health Act, and all other applicable federal, state, county, and local laws, ordinances, regulations and codes in Seller’s performance hereunder.  Whether or not Buyer provides a Specification, if materials, services or containers furnished by Seller are required to be constructed, packaged, labeled or registered in a prescribed manner, Seller shall comply with the applicable federal, state, county and local laws, ordinances, regulations and codes.  Seller further agrees to defend, indemnify and hold harmless Buyer and its customers from any loss or damage that may be sustained by Buyer, by reason of Seller’s failure to comply with any such federal, state, county or local laws, ordinances, regulations or codes. In accordance with the Federal Hazard Communication Standard 29 CFR 1910, 1200, an OSHA 20 form or material safety data sheet (MSDS) must be provided for all regulated products that are supplied to Buyer.
  3. PRODUCT SAFETY. Seller agrees to give immediate notice to Buyer if any Good(s) furnished hereunder fails to comply with applicable consumer product safety rules, which creates a substantial risk or injury to the public, or contains a defect which could create a substantial risk or injury to the public.
  4. NOTICES. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of the Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of receipt) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  5. GENERAL. Neither party will be liable for any delay or failure of performance due to strikes, fires, acts of God, war, terrorism, or other causes beyond its reasonable control and without its fault or negligence, provided that the party subject to such cause gives written notice to the other as soon as the same could be anticipated, or if it could not be anticipated, as soon as possible following the commencement of such cause.  If either party breaches any term or condition of this Order, the other party will have all remedies provided at law or in equity. The Order and any payments to be made hereunder shall not be assigned or transferred by Seller either by assignment or operation of law, without prior written approval of Buyer. Seller shall not subcontract any portion of the work to be performed hereunder without the prior written consent of Buyer. Buyer may assign this Order and its interest therein to any affiliated corporation, or to any corporation succeeding to Buyer’s business, without the consent of Seller. No additions to or modifications of this Order will be binding upon the parties unless in a writing executed by both parties.  The failure of either party to enforce any term or condition of this Order will not be construed as a waiver or relinquishment of such right in the future. If any provision of this Order is or becomes illegal, void, or unenforceable, it will be deemed severed from the Order.  All other provisions will remain valid and enforceable so long as the basic purpose of this Order can still be achieved.  The terms and conditions of this Order will be construed in accordance with, and disputes will be governed by the laws of the State of Connecticut, without regard to its conflicts of laws principles, and all actions shall be instituted in the federal courts of the United States of America or the courts of the State of Connecticut in each case located in the City of New Haven and County of New Haven.  The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods are not applicable to this Order. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the provisions related to: indemnification, limitation of liability, compliance with laws, proprietary rights, governing law and venue and survival.