PPR: Terms and Conditions of Sale

  1. Applicability. These Terms and Conditions of Sale apply to all Quotations and to all Order Acknowledgments (collectively and individually referred to as “QOA’s”) issued by Premier Plastic Resins, Inc. (“Seller”) as well as to all orders received by Seller at www.PremierPlasticResins.com for all goods and/or services (“Products”) sold and/or performed by Seller. As stated on the face of Seller’s Order Acknowledgment, Seller is unwilling to accept any purchase order unless the purchaser identified in Seller’s Quotation and/or a purchase order (“Purchaser”) assents to Seller’s different and additional terms stated in these Terms and Conditions of Sale.
  2. Offer. Seller’s Quotation constitutes Seller’s offer to Purchaser to enter into a contract for sale of the Products identified in the Quotation only according to these Terms and Conditions of Sale.
  3. Acceptance. A contract is formed when Purchaser accepts Seller’s Quotation by written acknowledgement or by the issuance to Seller of a purchase order or other acceptance document for the Products, or when Seller delivers its Order Acknowledgment to Purchaser. Acceptance is expressly limited to these Terms and Conditions and the terms and conditions expressly referenced on the face of the Quotation. Notwithstanding any contrary provision in Purchaser’s purchase order or other acceptance document, delivery of Products or commencement of production by Seller shall not constitute acceptance of Purchaser’s terms and conditions to the extent any such terms or conditions are inconsistent with or in addition to the terms and conditions contained in the QOA.
  4. Adjustments. Seller reserves the right to equitably adjust the price and delivery terms of the Quotation in the event of, and as a condition to, any changes in the specifications or other requirements for Products, the scope of any work covered by the Quotation or any related purchase order or the estimated annual volumes of Products.
  5. Shipping and Delivery. All sales of Products are F.O.B. Seller’s facility unless otherwise specified in the Seller’s QOA. Responsibility of Seller shall cease upon delivery to and receipt of the Products by a common carrier at which point Purchaser will bear all risk of loss for the Products. Premium shipping expenses and/or related expenses necessary to meet Purchaser’s accelerated delivery schedules shall be the responsibility of Purchaser. Deliveries of orders placed by Purchaser may be changed, deferred or canceled only upon specific agreement in writing by Seller and Seller may condition such agreement upon Purchaser’s assumption of liability and payment to Seller for: (a) all completed work at the order price; (b) a sum equal to the costs of work in process including costs accrued for labor and material, (c) any amount for which Seller is liable by reason of commitments made by Seller to its suppliers, and (d) any other loss, cost or expense of Seller as a result of such change, deferment or cancellation.
  6. Payment Terms. Unless otherwise expressly stated in the QOA, all accounts are payable in U.S. currency thirty (30) days from the date of Seller’s invoice. Purchaser will be responsible to pay Seller a late payment charge of 0.75% of the invoiced amount for every 15 days an invoice remains unpaid after 30 days from the invoice date, together with all costs, expenses and attorney fees incurred by Seller in collecting unpaid invoice and late charges amounts from Purchaser. Credit and delivery of Products shall be subject to Seller’s approval. In the event Purchaser defaults under its payment terms or Seller otherwise deems itself insecure for any reason, Seller may, without notice, cancel all credit available to Purchaser, require that any invoices outstanding be immediately due and payable in full, and refuse to make any further credit advances. Purchaser is prohibited from and shall not setoff against or recoup from any invoiced amounts due or to become due from Purchaser or its affiliates any amounts due or to become due to Seller or its affiliates, whether arising under the QOA, any related purchase order or under any other agreement.
  7. Prices. Unless otherwise expressly stated in the QOA, prices for Products specified in the QOA do not include storage, handling, packaging, or transportation charges or any applicable federal, state, local or foreign duties or taxes. Seller reserves the right to increase Product prices in the event of increases in its raw material or component costs or other costs or expenses arising after the date of the Quotation. No price reductions shall apply unless specifically agreed to in writing by Seller.
  8. Warranty. Seller warrants only that at the time of delivery to Purchaser the Products will conform to the specifications, designs and/or drawings that are referenced in the Quotation. Any claim for breach of warranty, including for defective materials or defective manufacture, shortage in count, weight, or any other claim with respect to the Products shall be presented to Seller by Purchaser in writing within thirty (30) days from the date of receipt of the Products by Purchaser. Failure by Purchaser to provide Seller with written notice of any defect or shortage in count or weight within such thirty (30) day time period shall be deemed an absolute and unconditional waiver of Purchaser’s claim for such defects or shortage in count. Seller, at its election, will make an allowance (not to exceed the purchase price paid), repair, or replace such quantity of the Products as shall prove to be defective or short in count. Purchaser shall hold and make available for inspection and testing by Seller all Products claimed by Purchaser to be defective. Any claim for defective material or workmanship must be verified by Seller and, in such case, Seller’s liability shall be limited to the replacement or repair, at Seller’s election, of such part of the Product in question as Seller may determine is defective after receipt by Seller of full payment by Purchaser of the purchase price for such Products.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SPECIFICALLY, BUT NOT BY WAY OF LIMITATION, DISCLAIMS ANY AND ALL LIABILITY FOR THE USE OR PERFORMANCE OF THE PRODUCTS IN THE APPLICATION(S) SELECTED BY PURCHASER AND PURCHASER’S CUSTOMERS. SELLER FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR PRODUCTS THAT ARE FURTHER PROCESSED BY PURCHASER OR ANY THIRD PARTY OR IN ANY WAY CHANGED BY PURCHASER OR ANY THIRD PARTY FROM THE PRODUCTS DELIVERED BY SELLER.