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- Cancellation and Deferred Shipments : The purchase orders received for customized and private label items are non-cancelable prior to 12 weeks for domestically produced and 18 weeks for items produced overseas due to long lead times. If the terms thereof provide for the goods to be shipped to the Customer in installments as requisitioned by the Customer, Company may manufacture such goods or parts thereof at one time or from time to time or defer manufacture thereof until such time as Customer requisitions delivery of an installment and allow us sufficient time within which to manufacture the same. If the goods are kept in storage at Customer's request, Customer will pay for such storage at the rate specified by us as applicable thereto. At the end of 3 months from the date the order is placed in storage at the request of the customer, the Company will ship and Customer will pay it for the balance of the goods called for in said order as if Customer had therefore requisitioned a shipment thereof.
- Financial Responsibility : Our standard terms are net 30 days from date of shipment unless otherwise specified. Late payments are subject to interest at the rate of 1.5% per month (18% annually). Any account turned over for collection is subject to all legal, collection and interest fees.
If the financial responsibility of Customer shall become unsatisfactory to us at any time, we may (without liability to Customer) suspend and withhold further manufacturer or shipment of goods provided for in an order or contract theretofore accepted by us. Customer may lift and overcome any such suspension by posting with us, not later than sixty (60) days after being notified thereof, security for the payment of future shipments in amount and kind satisfactory to Company. No suspension or withholding of shipment under this paragraph will affect Customers obligation to accept delivery of and pay for the quantity of goods ordered.
- Delivery : We shall not be liable for any failure or delay to deliver goods by the date specified in an order if the failure or delay results from a cause beyond our control, including, without limitation, Act of God, act or omission of Customer or its agents such as trucking lines, act of raw material supplier, act of Governmental regulation, fire, flood, accident, strike or other labor trouble, breakdown of equipment, delay of carrier, inability to obtain shipping space or transportation, or any other reason beyond our control. In any event, the shipper is not liable for any claims in excess of this invoice amount.
- Shipping Claims : All goods are shipped F.O.B., New Jersey mostly as Class 70. All claims for goods lost during shipment must be made directly by the customer through the appropriate carrier. Carriers charge for any other class will be sole responsibility of the customer. Customer is responsible for the insurance of goods after picking up from the Company 's designated location's ). We will not be responsible for any goods that have been signed for and picked up by the customer trucking lines that disappear during transit or cannot be accounted for by any distribution centers.
- Defects and Deficiencies : We warrant that the goods delivered hereunder will be of good material and workmanship. If any of the goods in a shipment received from us is claimed by Customer to have been defective or non-conforming as manufactured (except for variances permitted by the terms hereof) or not in accordance with proofs or samples approved by or otherwise binding on Customer, Customer shall give us written notice and a detailed explanation of and the reason why such goods are claimed to be defective or non-conforming, no later than ten (10) business days after receipt of said shipment, and we thereupon shall be afforded an unrestricted opportunity to inspect the goods in Customer location. If and to the extent that we agree with the Customer that any of the goods were defective or non-conforming as made and authorize customer to return the same to us, we will either replace such returned goods or credit Customer account with the price charged therefore. Customer may not return goods, for credit or otherwise, under any other circumstances without written authorization. All claims must be made within 10 days of receipt of goods. We are unable to honor any claims submitted after 10 business days. There will be stocking charges of 15% on all goods, which are returned through no fault of the shipper. Goods prohibited by any governmental agencies after shipment will not be our responsibility. No returns will be accepted after 30 days from the date of shipment. We reserve the right to substitute goods with similar products in case of non-availability of the specified product for any reason specified herein.
- WARRANTY -PROVISIONS IN THE NEXT PROCEEDING PARAGRAPH IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY SPECIAL USE IS MADE OR INTENDED, AND NONE SHALL BE IMPLIED. IN NO EVENT SHALL WE BE LIABLE FOR THE COST OF PROCESSING OR FOR LOSS OF BUSINESS OR PROFITS OR DAMAGE TO GOOD WILL OR FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, LIQUIDATED, OR SPECIAL DAMAGE IN ANY MANNER ALLEGEDLY ARISING OUT OF OR RELATED TO THIS ORDER OR ANY OTHER CONTRACT BETWEEN CUSTOMER AND COMPANY.
- Fumigation : All botanical products have been fumigated, however, we recommend appropriate preservation measures to insure longer storage life for all raw botanical items. Some botanicals are more prone to infestation and although they are all fumigated, we can not guarantee bugs free products for any extended period after shipments are made. Further, we do our best efforts to not import and use custom banned items in our products. However, we will not be responsible for any contamination, banned or otherwise that may be present in a minute amount that goes undetected in our screening process.
- Variations : Due to manufacturing variations and/or packing limitations, quantities may vary plus or minus 2%. Slight color variation may occur in dyed products such as botanicals, ribbons and labels due to factors such as climate and production variations.
- Due to climate conditions, botanical weight may vary by plus or minus 2%; therefore, no claims will be entertained for variations up to plus or minus 2%. Please note further, we can only ship whole bags or boxes, which may result in slight over or under shipments. Weight discrepancies must be calculated based on verifications of 100% of the lot. Weight checks of only 1 or 2 bags cannot represent the entire shipment since botanical products may differ from bag to bag.
- Special Order : All Special Orders, including direct shipments from overseas, must be accompanied by 50% deposit. Cancellation charges will apply on all special orders as specified above.
- All goods (except those shipped by UPS or full container loads) are generally palletized and shrink-wrapped unless specifically otherwise required by customer. There will be an additional charge for this service and credit given for pallet exchanges unless agreed otherwise.
- Service Charge : There will be a $15.00 service charge for all UPS shipments unless agreed otherwise through written agreement or customer's published standards.
- The Company reserves the right to dispose of as it deems appropriate, any goods made under private or non private labels in case of cancellation by Customer or production overages.
- Creative Designs : All designs created by us are the sole property of the Company and may not be copied, reproduced or manufactured without written authorization.
- EDI : Due to use of third party EDI providers at this time, we require 48 hours to transmit ASN 's for certain customers until 6/30/02. Thereafter 24 hours will be adequate for such customers.
- Indemnity : Customer shall indemnify us against all liability, damages, costs and expenses, including investigation and legal expenses, incurred by us on or as the result of any claim that the design or any feature (including artwork, graphics, color, texture or copy enhanced or recommended by us) in goods ordered or approved by customer violates or infringes someone else's claim to a patent, trademark, service mark, logo, copyright or other right that we may not be aware of despite our efforts to conform to all laws or that may have changed since our designs were finalized.
- Rights and Waivers : The rights, remedies and privileges granted or reserved herein to Customer and Company are in lieu of those provided by law. Time is of the essence in all provisions hereof, and failure of either party to exercise a right, remedy or privilege in the manner and within the time specified therefore herein shall constitute a final waiver thereof.
- Notices : Any notice, approval, consent, objection or other communication to be operative and effective as such must be in writing, signed by the sender thereof, and served or delivered manually or by mail, e-mail, or fax within the time specified therefore herein.
- Our terms will override all other terms and conditions that customers may have specified in writing or on their websites unless specifically accepted in writing by us.
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