TERMS AND CONDITIONS

These terms and conditions represent the complete agreement of the parties, superseding all prior communications, and may not be amended except in writing signed by the parties. Any terms and conditions in any client document which differ from or are in addition to those in this WORK ORDER shall not be binding to Prime Line Packaging unless accepted in writing by Prime Line Packaging.

Prime Line Packaging shall not be responsible for any claim, loss or damage unless such claim is made, in writing, within 15 days from delivery.

PRICES

Print ready artwork must be supplied, or art charges may apply. Quotations for art preparation are subject to change according to the cost paid by Prime Line Packaging. Production plates for art will be held approximately 18 months to two years. Payment terms are 50% deposit due with signed order confirmation and artwork, the balance of which is to be paid when order is set up to ship complete. Please note standard industry terms on final production are +/- 10% of initial quantity.

SAMPLES

Production samples are provided to buyer approximately 12 – 14 days after the order is confirmed and final art specs are received.

Final Production times are scheduled for approximately 12 – 16 weeks after all approvals of samples are received.

PMS colors are commercially matched and processed. Other non- specific colors are within commercially accepted variances. Colors may vary slightly from one press run to another.

ACCEPTANCE

Unless otherwise agreed to in writing, the following terms and conditions of sale (“Terms”) apply to all sales by Prime Line Packaging, Inc.  (“Prime Line”) of any goods or services to the purchaser (“Purchaser”) thereof. These Terms constitute Prime Line’s counter-offer in response to Purchaser’s offer, as applicable, and this counter-offer shall be accepted by Purchaser only in accordance with these Terms.  By proceeding with the purchase, Purchaser accepts these Terms, and waives any and all terms and conditions contained in any of its purchase orders or any other document which are different from or additional to those contained herein, and all such different or additional terms and conditions contained in Purchaser’s purchase order or other documents shall be null and void. No addition to, waiver or modification of any of the provisions contained herein shall be of any force or effect, unless made in writing and executed by Prime Line’s authorized representative.

REJECTION

Article 2 of the New Jersey version of the Uniform Commercial Code controls all issues of rejection.  In addition, the parties agree that unless ten percent (10%) of the quantity of goods purchased from Prime Line are tested by a third-party and shown to be defective within a reasonable time after their delivery, Purchaser’s right to any refund or cancellation, as the case may be, shall be limited only toward the actual number of goods tested and shown to be defective within a reasonable time after delivery.

WARRANTY

Prime Line warrants that the products it sells will be free of non-latent, obvious and facially observable manufacturing defects for a period of one year from date of shipment.

EXCLUSION OR WARRANTIES

Prime Line makes no warranty other than that set forth above, which are given in lieu of all other warranties, express or implied, in fact or by law or arising by reason of custom or usage in the trade or by course of dealing, including, without limiting the generality of the foregoing, any warranty of merchantability or fitness: for a particular purpose or use.

LIMITATIONS OF REMEDIES

The Purchaser’s exclusive remedy for any breach of contract or warranty, including for a breach of warranty as stated herein, is hereby limited, at purchaser’s option, to either the return of the product and account credit for the purchase price, or the return of the product and replacement of the damaged, defective or otherwise non-conforming product.

EXCLUSION OF DAMAGES

The Purchaser agrees that in the event of any dispute with Prime Line, Purchaser shall not make any claim, demand or recover any consequential damages (including but not limited to lost profits) for any commercial loss of any kind whatsoever in any claim against Prime Line, whether sounding in contract or tort.

DELIVERY

Unless otherwise agreed in writing, all purchase orders will be filled on such terms and conditions as Prime Line deems practicable, and all goods will be specifically ordered and filled for Purchaser so that the goods are received by Prime Line for Purchaser’s sole and exclusive benefit.  Once the good are received by Prime Line at a designated warehouse of its choosing, such goods shall be held for Purchaser’s benefit and made available to Purchaser, conditioned on payment being made to Prime Line on such terms specified in Prime Lines invoice.  Delivery to Purchaser of any goods before Purchaser makes payment to Prime Line is not required, and Purchaser agrees and acknowledges that payment is due as specified in the invoice once the goods have been received by Prime Line for Purchaser’s benefit.  Upon Prime Line’s receipt of payment, those corresponding goods will be then be released, even if more or other goods are being stored or held for Purchase’s benefit.   Prime Line reserves the right to recover all storage costs incurred for goods held for Purchaser’s benefit, and Purchaser agrees to pay such costs if payment is not timely made.

ATTORNEYS’ FEES

Purchaser agrees that in the event of any litigation to collect any amount due Prime Line, Prime Line’s costs (including storage costs), disbursements, and fees incurred to collect such sums, including reasonable attorneys’ fees, shall be paid by Purchaser.

FORCE MAJEURE

Any act of God or man that is not within Prime Line’s control, such as hurricane, tornado, war, terrorist attack, pandemic, or any state or federal governmental shut down that delays receipt of the goods shall not excuse purchaser from performing its payment obligations.

TITLE

Unless otherwise agreed title to all goods passes to Purchaser once the goods purchased leave the factory and are shipped to Prime Line or Prime Line’s designated warehouse.  Notwithstanding anything stated herein to the contrary,  Purchaser bears the risk of loss in the event of any failure to deliver the Goods once they have been shipped and will be obligated to pay for such Goods upon receipt of the invoice in accordance with its terms.  .

MISCELLANEOUS

This agreement is effective upon Purchaser’s receipt of this sales confirmation, which constitutes Prime Line’s acceptance of the purchase order or other directive from Purchaser to procure goods made for Purchaser.  This agreement is governed by New Jersey law for all purposes except any conflict of laws principles, and Purchaser agrees that in the event of any dispute arising under or relating to this purchase and sale agreement that Purchaser shall submit to the exclusive personal jurisdiction of the state and federal courts situated in the State of New Jersey. Customer orders received, to be delivered at a future date, are non-cancellable. Government increases in Tariffs or duties are beyond management’s control and are not considered a Force Majeure. Customer agrees that Prime Line may adjust the sales price, reflected on this order, as a result of these increases.