Terms and Conditions of Sale

Last updated: February 2, 2025

TERMS AND CONDITIONS OF SALE

  1. Applicability.

(a) These terms and conditions of sale (these “Terms“) are the only terms which govern the sale and supply of the goods (“Goods“) by Connecticut Container Corp. d/b/a Unicorr Packaging Group (“Seller“) to the buyer named on the invoice, quotation, delivery receipt or confirmation that includes, references or incorporates these Terms or otherwise the person or entity whose order for Goods is accepted by Seller (“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 therefore has been entered into by the parties.

(b) The accompanying, referenced or incorporated invoice, quotation, delivery receipt or confirmation (the “Final Invoice“) and these Terms (collectively, this “Agreement“) 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. Acceptance by Seller of Buyer’s order, or Buyer’s acceptance of Seller’s quote, is expressly limited to and conditioned upon Buyer’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 Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its own form of purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Any typographical, clerical or other error or omission in any quotation, price list, acceptance of offer, invoice or other document or information issued by Seller shall be subject to correction without liability on the part of Seller. Seller reserves the right to refuse any orders and is not bound to honor any order unless and until such order has been accepted by Seller.

  1. Allocation. If sufficient Goods are not available for any reason, Seller may allocate Goods among its customers. Seller may make reasonable efforts to obtain additional Goods from other sources, provided Buyer agrees to pay all additional costs associated with such Goods. Allocation of Goods pursuant to this Section shall completely satisfy and discharge Seller’s supply obligations and Seller shall, therefore, not be deemed to be in breach of such obligations.
  2. Shipping Terms; Title and Risk of Loss. The Goods sold by Seller to Buyer shall be delivered FOB Destination (Buyer’s designated facility). Title to and risk of loss shall pass to Buyer upon delivery to Buyer’s designated facility. Any dates quoted for the delivery of the Goods are approximate only and Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence unless previously and expressly agreed by Seller in writing. Delivery is subject to acceptance of proof and failure to accept a proof on a timely basis may delay delivery.
  3. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods within ten (10) days of receipt (“Inspection Period“). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such valid written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in the Final Invoice; (ii) product’s label or packaging incorrectly identifies its contents; or (iii) product count is different than identified in the Final Invoice; provided, that delivery of quantities of Goods plus or minus 10% of the ordered amount shall be proper for all purposes and shall not constitute Nonconforming Goods hereunder. Seller may upgrade (but not downgrade) the applicable board combination utilized in the Goods at no additional cost to Buyer, and such Goods shall not constitute Nonconforming Goods hereunder.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods at Seller’s expense, or (ii) provide an agreed-upon credit with respect to such Nonconforming Goods. Seller may, at its expense, pick up any Non-Conforming Goods from Buyer’s facility.  Such replacement or credit will be made only following return of the applicable Nonconforming Goods or waiver thereof by Seller, and only following inspection by Seller to confirm that such Goods are actually Nonconforming Goods.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 4(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 4(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

  1. Price.

(a) Quotations are valid for thirty (30) days, but represent no obligation until Seller accepts Buyer’s order. Buyer shall purchase the Goods from Seller at the prices (the “Prices“) set forth in Seller’s Final Invoice. Seller reserves the right to modify its Prices for Goods at any time and such Price increase shall modify any prior quotations or confirmations where the order due date is on or after the applicable Price increase date. If the Prices should be increased by Seller before the applicable order due date with respect to the Goods, then these Terms shall be construed as if the increased Prices were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased Prices.

(b) All Prices are exclusive 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 charges, costs and 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.

  1. Payment Terms.

(a) Buyer shall pay all invoiced amounts due to Seller thirty (30) days from the date of Seller’s invoice. Buyer shall make all payments hereunder by wire transfer or check and in US dollars.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to (i) suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for twenty (20) days, (ii) terminate these Terms forthwith and without notice, and/or (iii) place Buyer on a cash-on-delivery basis. If, in the sole opinion of Seller, Buyer’s financial condition or Buyer’s ability to perform is impaired or unsatisfactory, deliveries may be suspended or Buyer may be placed on cash-on-delivery status until arrangements are made for security or other assurances satisfactory to Seller, in its sole discretion. Seller reserves the right, in its sole discretion, to require full or partial payment in advance of shipment or commencement of the manufacturing process.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise. Any preexisting obligation of Buyer to make payment for orders delivered hereunder shall survive termination of the Agreement.

  1. Warranty and Warranty Disclaimer.

(a) SELLER WARRANTS TO BUYER FOR A PERIOD OF 180 DAYS FROM DELIVERY THEREOF THAT THE GOODS WILL BE (i) FREE FROM ANY DEFECTS IN WORKMANSHIP, MATERIALS AND DESIGN, (ii) BE MANUFACTURED, PACKAGED AND LABELED IN A GOOD AND WORKMAN-LIKE MANNER AT QUALITY LEVELS CONSISTENT WITH INDUSTRY STANDARDS AND IN ACCORDANCE WITH APPLICABLE SPECIFICATIONS, AND (iii) BE FREE AND CLEAR OF ALL LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES.  THE FOREGOING SHALL BE THE SOLE WARRANTIES PROVIDED WITH RESPECT TO THE GOODS AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

(b) Products manufactured by a third party (“Third Party Product“) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

  1. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

(c) THE PARTIES AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER FOR ANY CLAIM OF ANY KIND, INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND/OR STRICT LIABILITY IN TORT, SHALL BE FOR THE REPAIR OR REPLACEMENT OF DEFECTIVE GOOD(S), SUCH REPAIR OR REPLACEMENT TO BE AT SELLER’S SOLE DISCRETION. THE PARTIES AGREE THAT IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, A USER, OR ANY THIRD PERSON FOR LOSS OR DAMAGES TO PROPERTY RESULTING FROM FAILURE OF SELLER’S GOOD(S) TO OPERATE OR TO FUNCTION PROPERLY, NOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING THEREFROM.  BUYER SHALL OBTAIN ITS OWN INSURANCE COVERING PERSONAL INJURY AND PROPERTY LOSS OR DAMAGE TO ITS PREMISES, AND HEREBY AGREES TO INDEMNIFY Seller AGAINST ALL CLAIMS OF THIS NATURE.

  1. Indemnification. Buyer shall indemnify Seller and hold Seller harmless against all claims, liability, loss or other damages (including Seller’s legal expenses) to all persons for injury of any nature, including, without limitation, infringement, sickness, and/or death, and for property damage caused by any Goods or part thereof after the time of delivery of such Goods or after such Goods otherwise leave the possession or control of Seller.
  2. Compliance with Law. Buyer and Seller shall comply with all applicable laws, regulations and ordinances. Buyer and Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.
  3. Changes and Cancellations. No order that has been accepted by Seller may be changed or cancelled by Buyer unless Seller agrees to such change or cancellation in writing. If Buyer wishes to make any changes to the Good(s) after work has begun on the Good(s) or after materials have been ordered specific for the order, such changes may only be made pursuant to a change order executed by Seller, with such changes to price, delivery date and other matters as are agreed by Seller.  If Buyer cancels all or any part of an order, Buyer shall pay reasonable cancellation charges, the amount of such charges to be determined by Seller.  Buyer will indemnify Seller against all loss (including loss of revenue), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by Seller.   Changes may result in a delay in the scheduled ship date. Additions to orders will be entered as a separate order.
  4. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  5. Confidential Information. All non-public, confidential or proprietary information of either party, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by one party 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 Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by disclosing party in writing. Upon disclosing party’s request, receiving party shall promptly return all documents and other materials received from disclosing party. Each party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to receiving party at the time of disclosure without an obligation of confidentiality; or (c) rightfully obtained by receiving party on a non-confidential basis from an independent third party.
  6. Force Majeure. Seller shall be liable or responsible to Buyer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any of its obligations under this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Seller’s control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, COVID-19, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, mass shooting(s), riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, labor shortages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) difficulties in obtaining materials or breakdown in machinery; or (j) other similar events beyond the reasonable control of Seller. Should any such event occur, Seller may cancel or suspend any order of Goods made by Buyer without incurring liability to Buyer for any loss or damage.
  7. Buyer’s Tooling. In no event shall Seller be responsible for any tooling or proof left with Seller for more than twelve (12) months after the shipment of Goods ordered, at which time Seller shall have all rights to destroy, discard, or otherwise remove said tooling or proofs from Seller’s location.
  8. Assignment; Amendment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
  9. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  10. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  11. Trademarks. Buyer shall not use the trademarks of Seller without Seller’s prior written approval. No license or right to use Seller’s trademarks is implied or granted.  Buyer shall defend, indemnify and hold Seller harmless from and against any expense, judgment, liability or loss including reasonable attorneys’ fees, resulting from any claim of infringement of any patents, trademarks or other third party property rights which result from Seller’s compliance with Buyer’s specifications or instructions.
  12. Special Orders. If the Good(s) sold hereunder is manufactured specially for Buyer and Buyer’s performance is suspended or terminated for any reason, in addition to Seller’s other rights and remedies, Buyer shall take delivery of and make payment for such Goods as has been specially manufactured and such as may be in process as of the date notice of suspension or termination is received by Seller; or if Buyer cannot take delivery of such Goods, Buyer shall make payment for same as if delivery had been taken and Seller will store such Goods for Buyer’s account and at Buyer’s expense.
  13. Governing Law. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Connecticut.
  14. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement 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, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  15. 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 Final Invoice 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 (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, 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.
  16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  17. Survival. 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 following provisions: Compliance with Laws, Confidential Information Governing Law, Submission to Jurisdiction and Survival.