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Terms & Conditions of Sale
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I. Limited Warranty.
The goods provided hereunder are warranted to conform to Phoenix Packaging's standard specifications and to be free from defects in material and workmanship. Phoenix Packaging, Inc.further warrants good title to the goods and that the goods do not infringe any valid United States patent. PHOENIX PACKAGING, INC.DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE. Phoenix's sole obligation and Customer's sole remedy on account of breach of the foregoing warranty is the prompt replacement or correction of defective goods at Phoenix Packaging's expense or, at Phoenix Packaging's option, the refund of the purchase price thereof. No claim hereunder shall be maintained unless notice of en alleged defect is received by Phoenix Packaging, Inc.within fifteen (15) days from the date of delivery and Phoenix Packaging, Inc. .retains the right to inspect any goods alleged to be defective.
II. Limitation on Liability. IN NO EVENT SHALL PHOENIX PACKAGING, INC. BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF THE USE OF, OR THE INABILITY TO USE. GOODS PROVIDED HEREUNDER WHETHER SUCH DAMAGE RESULTS FROM BREACH OF WARRANTY, NEGLIGENCE, OR ANY OTHER CAUSE AND WHETHER OR NOT PHOENIX PACKAGING, INC.KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH INJURY, LOSS OR DAMAGE. III. Title: Risk of Loss. Phoenix Packaging, Inc. retains title to the goods until they are paid for in full and Customer shall execute any documentation reasonably requested by Phoenix Packaging, Inc. to record Phoenix Packaging's interest in such goods. Risk of loss of the goods shall pass to Customer upon delivery and Customer shall adequately insure the goods until they are paid in full. IV. Taxes. Any taxes imposed on the sale of the goods hereunder shall be billed to and promptly paid (or reimbursed) by Customer. V. Force Majeure. Phoenix Packaging, Inc. shall not be liable for delay or failure in the performance of the obligations contained in this invoice arising from any causes beyond the control of Phoenix; and in the case of events of force majeure as described above the time for performance shall be extended by the period of such majeure. HOWEVER, IN NO EVENT IS PHOENIX PACKAGING, INC. LIABLE FOR DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY ANY DELAY IN DELIVERY. VI. Amendments: Assignment. No modifications of any of the provisions of this invoice shall be binding upon the parties unless made in writing and is signed by a duly authorized representative of each party. The rights of Customer under this invoice shall not be assigned, in whole or in part, without prior written consent of Phoenix. Any assignment contrary to these terms shall be of no force or effect. VII. Phoenix Packaging, Inc. reserves the right to charge one and one half percent (1 1/2%) interest (or the maximum legal rate, whichever is lesser) on overdue balances hereunder. Customer shall also reimburse Phoenix Packaging, Inc. for any costs and expenses, including attorney fees, incident to the collection of any delinquent account. VIII. Customer Forms. No terms and conditions of any Customer purchase (or similar) order in conflict with or in addition to these terms and conditions shall be binding upon Phoenix Packaging, Inc. unless expressly accepted by Phoenix Packaging, Inc. in writing. IX. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without giving effect to its choice of laws provisions). X. Entire Agreement. THESE TERMS AND CONDITIONS CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, SUPERSEDING ALL OTHER UNDERSTANDINGS, WRITTEN OR ORAL RELATING THERETO. |
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