STANDARD TERMS & CONDITIONS
1 Agreement. These terms and conditions together with Packaging Personified, Inc. (“PPI”) or PS Business Acquisition, Inc.’s invoice(s) constitute the final, exclusive, and complete agreement (“Agreement”) between PPI and Buyer. PPI hereby notifies Buyer that PPI rejects any and all terms and conditions that have been, are, or will be proposed by Buyer, including, without limitation, in Buyer’s purchase order(s).
2 Limited Warranty. PPI warrants to Buyer that PPI’s products will be free from defects in materials and workmanship under normal use and service for six (6) months (the “Warranty Period”) from the date of delivery. If Buyer notifies PPI in writing within the Warranty Period of any defect in material or workmanship covered by this limited warranty, PPI will replace or repair, at PPI’s option, any products that it finds to be defective. In lieu of replacing or repairing the defective product, PPI shall have the right, as its option, to refund the purchase price to Buyer. This Limited Warranty shall be Buyer’s sole and exclusive remedy for any and all claims relating to the quality of PPI’s products.
3 Warranty Disclaimer. PPI DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4 Limitation of Liability. PPI’S LIABILITY TO BUYER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR PPI’S SUPPLY OF MATERIALS HEREUNDER SHALL NOT EXCEED THE PURCHASE PRICE OF THE MATERIALS. IN NO EVENT SHALL PPI BE LIABLE TO BUYER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; LOST PROFITS; DAMAGES RESULTING FROM ANY DELAY IN THE SUPPLY OF MATERIALS OR BUSINESS INTERRUPTION; OR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM THE HANDLING, TRANSPORTATION, POSSESSION, OR USE OF THE MATERIALS, WHETHER ALONE OR IN COMBINATION WITH ANY OTHER PRODUCTS OR MATERIALS.
5 Indemnification. Buyer shall advance attorneys’ fees, court costs, and litigation expenses as incurred by PPI in connection with its defense, by counsel chosen at PPI’s sole discretion, of any and all claims made by a third-party (including, without limitation, an employee or independent contractor of Buyer) that arise out of or relate in any way to this Agreement, PPI’s supply of materials hereunder, or the handling, transportation, possession, or use of the materials, whether alone or in combination with other products or materials. Buyer also shall indemnify and hold PPI harmless from any judgments, awards, damages, losses, liabilities, settlements, attorneys’ fees, court costs, or litigation expenses incurred by PPI in connection with such claims.
6 Taxes. Buyer accepts responsibility for all Federal, State and Municipal taxes that may be imposed upon this order, and agrees to pay such taxes whether or not they are included in the prices provided by PPI. Buyer agrees to defend, indemnify, and hold PPI harmless from any claims for the payment of Federal, State or Municipal taxes.
7 Assignment. This Agreement shall not be assigned by Purchaser without the prior written consent of PPI.
8 Payment. Payment is due within thirty (30) days of invoice from PPI. If Buyer fails to make timely payment, Buyer shall pay PPI: (a) interest at a rate of one and one-half percent (1.5%) per month for all amounts remaining due after thirty days of invoice; and (b) any and all attorneys’ fees, court costs, and litigation expenses incurred by PPI in connection with its efforts to collect payment. Items warehoused beyond the agreed upon terms are subject to monthly charges of $14/skid/month (pro-rated for partial months).
9 Choice of Law; Venue; Jurisdiction. This Agreement, and any and all claims arising out of or relating in any way to this Agreement, PPI’s supply of materials hereunder, or the handling, transportation, possession, or use of those materials, whether alone or in combination with any other products or materials, shall be governed by the substantive and procedural law of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the substantive or procedural law of any jurisdiction other than the State of Illinois. The exclusive venue for any and all such claims shall be a state or federal court located in Chicago, Illinois. Buyer and PPI waive any claim that such courts lack personal jurisdiction over them or constitute an improper or inconvenient venue