THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) GOVERN ALL SALES OF GOODS BY ALL AMERICAN CONTAINERS, A BUSINESS OF VERITIV OPERATING COMPANY (“SELLER”) TO A PURCHASER (“PURCHASER”), MADE PURSUANT TO AN ORDER, WHETHER ORAL OR WRITTEN (“ORDER”). THE TERMS EXPRESSLY LIMIT ACCEPTANCE TO THE TERMS OF THIS OFFER AND MAY ONLY BE UNCONDITIONALLY ACCEPTED BY PURCHASER. PURCHASER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS IN THEIR ENTIRETY BY SUBMITTING AN ORDER TO SELLER. THESE TERMS REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES AND ANY TERMS OR CONDITIONS CONTAINED IN PURCHASER’S ORDER, SIMILAR FORM OR OTHER DOCUMENT, ARE HEREBY REJECTED BY SELLER AND SHALL HAVE NO FORCE OR EFFECT UNLESS MADE IN WRITING AND SIGNED BY SELLER.
Seller may accept an Order upon notice to Purchaser or its commencement of performance. Upon Seller’s acceptance, Orders may not be canceled or changed without Seller’s express written consent. Title to the goods and risk of loss with respect thereto shall remain with Seller until delivered to Purchaser’s designated location. Seller makes no warranty as to the compatibility of any products sold by Seller with Purchaser’s products, use or manufacturing process. Purchaser is be solely responsible for testing and evaluation of all components and contents with goods purchased from Seller including but not limited to capability with Purchaser’s manufacturing processes and delivery methods and any liability associated with suitability shall remain with Purchaser.
ALL GOODS SOLD BY SELLER ARE “AS IS” OR “WITH ALL FAULTS” AND SELLER MAKES NO WARRANTIES OTHER THAN AS EXPRESSLY SET FORTH HEREIN. SELLER EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY, ARISING FROM OR IN CONNECTION WITH THE GOODS, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM IS BASED AND WHETHER PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S LIABILITY TO PURCHASER ON ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE, WITH RESPECT TO THE GOODS OR SERVICES DELIVERED HEREUNDER, SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE GOODS OR SERVICES OR PART THEREOF THAT GIVES RISE TO THE CLAIM.
Seller disclaims all responsibility for damage or injury resulting from the sale or use of the Goods. and Purchaser’s sole and exclusive remedy with respect to any claim arising from or related to such sale and these Terms or Orders is expressly limited to, at Seller’s option, the replacement of goods or any non-conforming portion thereof or the repayment of, or crediting Purchaser with, an amount equal to the purchase price of such non-conforming goods. Any claim for defective or non-conforming goods shall be deemed waived by Purchaser unless submitted to Seller in writing within thirty (30) days from the delivery of such Goods. Notwithstanding the foregoing, Supplier shall have no obligation to the extent any defect or non-conformity is attributable to any misuse, mishandling or damage occurring after delivery in accordance herewith. Purchaser agrees to indemnify, defend and hold Seller and its affiliates, and their respective officers, directors, employees and agents, harmless from any claims, proceedings, actions, settlements, judgments, awards, losses and expenses (including attorneys’ fees and related costs and expenses) arising from or related to these Terms, Orders, and sale, handling or use of the goods. Prices are exclusive of, and Purchaser shall be responsible for, any transactional taxes, including sales and use, value-added or any other taxes, tariffs, duties or fees levied in connection with the sale of the Goods and all applicable costs and expenses of transportation, insurance, forwarding, freight handling, transportation charges or surcharges on the sale of the Goods. Purchaser agrees to pay interest at the rate equal to the maximum rate permitted by applicable law on all past due amounts, plus all costs associated with the collection of such past-due accounts. All payments are payable and due in accordance with the terms indicated on Seller’s invoice.
Seller shall be excused from the performance of its obligations due to events beyond its reasonable control, including but not limited to, acts of God or a public enemy, acts of terror, governmental actions, labor unrest, riots, manufacturer inability or failure to supply, shortage of raw materials, the bankruptcy of any supplier. Returns must be approved by Seller in writing and are subject to restocking and transportation fees and time limitations. Any returned Goods must be in resalable condition, unopened and with the sale receipt or invoice. Custom orders, dedicated stock or specialty goods cannot be returned.
No waiver by Seller or default by Purchaser shall be deemed a waiver of any subsequent default. The invalidity, illegality, or unenforceability of any one or more provisions hereof shall in no way affect or impair the validity, legality, or enforceability of the remaining provisions hereof, which shall remain in full force and effect. Purchaser shall not assign any order or any interest therein without the prior written consent of Seller. Purchaser agrees to assume responsibility for, and if applicable, Purchaser hereby unconditionally guarantees payment of all purchases made by Purchaser subsidiaries and affiliates.
These Terms shall be construed and interpreted according to the laws of the State of Florida without reference to conflicts of law provisions. The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts situated in Miami-Dade County, Florida. The parties expressly exclude application of the United Nations Convention on the International Sale of Goods. EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS, ORDERS OR GOODS OR SERVICES PROVIDED HEREUNDER.