Terms of Manufacture

These Standard Terms and Conditions ("Terms") governs manufacture of products (the "Products") by Manufacturer to Buyer for Purchase Orders received via our PO inbox, po@alpackaging.com. Upon receipt by Buyer of an express acceptance by Manufacturer via “Acknowledgement” or upon commencement of performance by Manufacturer, these Terms, the Purchase Order, as modified pursuant to a Purchase Order submitted by the Buyer to the Manufacturer become a binding contract between Buyer and Manufacturer on the terms reflected in those documents (collectively the "Sales Agreement"). In case of a conflict between these Terms and the Purchase Order, these Terms prevail.

Price

The price of the Manufactured Products, as set forth in the Purchase Order does not include sales, use, excise or any other taxes or assessments levied by any federal, state, municipal or other governmental authority, unless Manufacturer expressly agrees otherwise.

Payment

Established customers: Payment for the manufactured Product is net thirty (30) days fob. Any customer requiring lab work will be invoiced after testing is complete, net 30 days starting at end of production run, not fob. Payment for components ordered on behalf of the Buyer is net ten (10) days. In any event, the Manufacturer will not begin production until it receives payment for the components necessary for manufacture. Late payments will bear interest at the rate of eighteen (18) or the maximum allowed by law and Buyer is liable for any collection fees including attorney’s fees. New customers: Payment for the manufactured Product requires a 50% deposit before production begins and final payment at completion of production run. Orders will not be shipped or picked up until final payment is received. If components are purchased on behalf of the Buyer, a 50% deposit is due at time of order and final payment is due in net (10) days fob. In any event, the Manufacturer will not begin production until it receives payment for the components necessary for manufacture. Late payments will bear interest at the rate of eighteen (18) or the maximum allowed by law and Buyer is liable for any collection fees including attorney’s fees.

Specifications

Manufacturer must manufacture the Products in substantial conformity with the drawings, data, instructions, samples and specifications, if any, that are provided by Buyer in a timely fashion. All product and product-related specifications are subject to applicable freight classification, Manufacturer's customary manufacturing processes and industry courses of dealing and usages of trade. The Buyer recognizes that there is an inherent amount of waste in the manufacturing of its Products by the Manufacturer. This includes, but is not limited to, machine setup and breakage.

Packaging

Manufacturer must endeavor to comply with Buyer's packaging specifications, if any, including without limitation, unitizing, palletizing, boxing, and bundling, but Manufacturer reserves the right to substitute any other methods of packaging that is reasonably comparable to the specifications furnished by Buyer, both with respect to costs and to the risk to which the Products are subject.

Shipment

Manufacturer must deliver the Products FOB Manufacturer's mill or other facility. Buyer must pay all transportation costs of the Products. Manufacturer is not responsible for damage or loss in transit. All risk of loss to the Products passes to Buyer as the Products are loaded onto the carrier. Buyer must obtain adequate insurance to cover the Products from the time risk of loss has passed from Manufacturer. All claims should go from Buyer to Carrier in regards to damage in transit.

Warranty

Manufacturer warrants that the Product will meet the specifications provided by the Buyer. Manufacturer's warranty of any Product is of no effect if (i) the Product is not stored or handled appropriately, (ii) the defect of the Product resulted from damages occurring after delivery of the Product, (iii) the defect of the Product has not been reported to Manufacturer within thirty days after delivery, or (iv) the defect should have been discovered by Buyer in Buyer's inspection and it is not reported within ten days after the Product's arrival at the destination. If a Product does not conform to the warranty in the foregoing paragraph and the warranty is not excluded, then Buyer must promptly notify Manufacturer. Upon receipt of a claims report and request by the Manufacturer, Buyer must send Manufacturer a sample of the defective Product. If Manufacturer determines that the Product does not comply with the warranty, then Manufacturer must repair or replace the defective Product at no cost to Buyer. Except as provided in this paragraph, SUCH REPAIR OR REPLACEMENT IS THE ONLY REMEDY OF BUYER FOR ANY BREACH OF THE WARRANTY PROVIDED BY MANUFACTURER. No Products may be returned to Manufacturer without providing prompt written notice of that intent and obtaining Manufacturer's prior written consent. Returned Products must be securely packed by Buyer to reach Manufacturer without damage. Buyer is responsible for the costs of returning the Products without being damaged. In no event is the Manufacturer responsible to Buyer for any incidental, special, exemplary or consequential damages, including, but not limited to, all direct and indirect lost profits, regardless of whether those damages were foreseeable.

Termination

In the event of a breach by Buyer, Manufacturer may terminate the Sales Agreement upon giving ten days' written notice of termination. If the Sales Agreement is terminated by Manufacturer because of Buyer's breach, Manufacturer is entitled to reasonable reimbursement for any labor, material or other expenses incurred in connection with the Sales Agreement, plus a reasonable amount for overhead.

Excusable Delays

Manufacturer is not liable or responsible for delay or failure to perform any of Manufacturer's obligations under the Sales Agreement due to events outside of its control or due to acts or omissions by the Buyer.

Indemnification

To the maximum extent allowed by law, Buyer must defend and indemnify Manufacturer liabilities it may incur or be obligated to pay as a result of (i) Buyer's actions concerning the Products; (ii) any alleged infringement of intellectual property rights of others arising from Buyer's plans, specifications (including Buyer's trademarks and brand names) or production of the Products ordered by Buyer; (iii) Buyer's violation or alleged violation of any federal, state, county or local laws or regulation, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices; and (iv) Buyer's breach of the Sales Agreement.

Entire Agreement

The Sales Agreement comprises the complete and final agreement between Manufacturer and Buyer. No other agreement, quotation or acknowledgment in any way purporting to modify any of the terms of the Sales Agreement is binding upon Manufacturer unless made in writing and signed by Manufacturer's authorized agent.

Successors and Assigns

The Sales Agreement binds and inures to the benefit of Buyer and Manufacturer and their respective successors and permitted assigns. The Buyer may not assign any interest in, nor delegate any obligation under the Sales Agreement, without Manufacturer's prior written consent.

Governing Law

The validity, construction and performance of the Sales Agreement is governed by, and must be construed in accordance with, the law of the State of Maryland, without regard to its conflicts of law provisions. The U.N. Convention on Contracts for the International Sales of Goods does not apply to the Sales Agreement and all of its terms must be construed in accordance with the Uniform Commercial Code as enacted in the state of Maryland.

Jurisdiction and Venue

Buyer irrevocably submits and agrees to the jurisdiction of the state and federal courts of the state of Maryland in any action, suit or proceeding related to, or in connection with, the Sales Agreement and, to the extent permitted by applicable law.

Waiver

The waiver by Manufacturer of any breach by Buyer of any provision of the Sales Agreement may not be construed to be either a waiver of the provision itself as to subsequent application or any other provision of the Sales Agreement.

Severability

If any provision of the Sales Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of the Sales Agreement remain in full force and effect.

Notices

No notice or other communication under the Sales Agreement is sufficient to affect any rights, remedies or obligations of either party unless the notice or communication is in writing and (as elected by the party giving the notice) is (i) personally delivered, (ii) transmitted by facsimile (with a receipt acknowledgment), (iii) transmitted by electronic computer mail, (iv) transmitted by a recognized courier service, or (v) mailed (air mail if international) in registered or certified form, to the party to which notice or communication is being given at the following address: (a) If to Manufacturer: Aerosol and Liquid Packaging, Inc. 715 South Haven St. Baltimore, MD 21224 Attention: Wayne L. Grube, Jr. Phone No.: 410-342-6100 Fax No.: 410-675-1636 E-Mail: waynegrube@alpackaging.com (b) If to Buyer, at its address designated in the Purchase Order. Except as otherwise specified in the Sales Agreement, all notices or communications are deemed to have been duly given (i) on the date of receipt if delivered personally, (ii) on the date of transmission if delivered by facsimile, (iii) on the date of transmission if transmitted by electronic computer mail, (iv) one day after pickup by courier if delivered by courier, or (v) five days after mailing if delivered by the postal service. Either party may change its address by notice to the other party.

Buyer

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Manufacturer

Aerosol & Liquid Packaging, Inc

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Forms

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Product & Mixing Information Sheets

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