Woodland Paper, Inc.
Terms of Sale-United States
Effective January 1, 2010
BUYER AND SELLER – As used herein, "Buyer" refers to the party who submits a Purchase Order, which is confirmed by and made subject to these Terms and Conditions. "Seller" means Woodland Paper, Inc. and "Purchase Order" means the purchase order, electronic order or any other order submitted by Buyer.
APPROVAL – Buyer must provide credit information and references and be approved for sale prior to approval or release of any order.
PRICES AND PAYMENT ¬– Except as provided below in this section, prices are based on labor, freight and material costs prevailing at the time of Seller's confirmation. Prices are exclusive of all applicable fuel surcharges unless otherwise noted on sales order acknowledgment and/or invoice. All taxes, including sales, use, excise or any other taxes, assessments or charges imposed by federal, state, local or foreign governments on the manufacture, sale, shipment, import, export, or use of the goods (other than income taxes) shall be paid by Buyer, unless Seller expressly states in writing otherwise.
TERMS OF PAYMENT – Only if Buyer has previously made credit arrangements shall the terms be in accordance with the terms provided by Woodland Paper and documented Sales Order/Invoice. Otherwise, terms of payment shall be Cash-In-Advance. Standard payment of Seller's invoice is due within thirty (30) days of the invoice date, unless otherwise specified with discount payment terms. Seller may, at its option, impose a late payment charge on any past due invoice equal to the lesser of 1.0% per annum or the maximum rate allowed by law on the entire outstanding balance, until the outstanding balance is paid in full. If Seller deems itself insecure with Buyer's ability to pay any invoice, Seller reserves the right to either withhold shipments, or impose or revise Buyer's credit limits.
MINIMUM ORDER REQUIREMENT – Generally, minimum orders are based on whole-shipping-unit of product. Folio and commercial sheet-fed papers are available for less-than-skid orders on a case-by-case basis. For cut-size and office-papers, there is a 1-skid minimum order requirement unless otherwise authorized by Woodland Paper management.
DELIVERY – Deliveries are typically scheduled “Next-Day” with order by 3PM EST. Same shipments are possible with prior arrangements or sales commitments. All delivery costs/fees will be itemized or stated at time of sales and may be inclusive of product price. Title/Ownership will pass to Buyer upon delivery to Buyer's facility. Seller shall not be liable for any default or delay in performance if caused directly or indirectly, by acts of God; war; force of arms; fire; flood; the elements; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion; accidents; any governmental action, prohibition or regulation; delay in transportation facilities; shortage or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the goods; failure of any party to perform any contract with Seller relative to the production of the goods; or from any cause whatsoever beyond Seller's control. Orders below Seller's standard minimum order requirement may be subject to additional shipping and handling charges.
WARRANTY/CLAIMS – Woodland Paper warrants to Buyer that the material to be delivered hereunder will be free from defects in material, workmanship and title and will be of the kind and quality described in the product description. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. Claims for defects in materials will not be considered unless made in writing within thirty (30) days of receipt of material, and unless Buyer promptly discontinues use of such material.
LIMITATION OF LIABILITY – SELLER'S LIABILITY TO BUYER 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 WHICH GIVES RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE GOODS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED, EVEN THOUGH SELLER MAY HAVE BEEN NEGLIGENT, AND BUYER INDEMNIFIES AND HOLDS SELLER HARMLESS FROM ANY AND ALL SUCH CLAIMS OF DAMAGE BY BUYER OR OTHERS.
CANCELLATION – Orders cannot be cancelled except with Woodland Paper’s consent and upon terms that will indemnify Woodland Paper against loss and Buyer may be subject to restocking or other charges.
RETURNS – Returns are allowed only with approval of Woodland Paper management and carry a standard restocking fee of 20% of the order item(s). Delivery fees for returns are responsibility of the Buyer.
PROPRIETARY RIGHTS – Buyer agrees it will not copy, nor permit anyone else to copy, any goods or parts thereof, or any pattern, plan, drawing, specification, instruction or depiction thereof, without written approval of Seller, and that it will not knowingly, directly or indirectly, violate or infringe upon or contest the validity of any patent, license or other right of Seller pertaining to any of said goods. Where any goods are manufactured from patterns, plans, drawings or specifications furnished by Buyer, Buyer shall indemnify Seller against and save Seller harmless from all loss, damage and expense arising out of any suit or claim against Seller for infringement of any patent, trademark, copyright or other right because of Seller's manufacture of such goods or because of the use or sale of such goods by any person.
CONFIDENTIALITY - Buyer shall not use or disclose any of Seller's trade secrets or confidential information, whether or not designated as such, except as required in connection with the use or resale of the goods.