1.    Quotations.  All quotations for the goods (the “Goods”)  set forth on this Quotation or Order Acknowledgement Form are subject to confirmation prior to acceptance by Seller of any order made in response hereto.  The quotations set forth herein automatically expire thirty (30) days from the date of this Quotation or Order Acknowledgement Form and are subject to termination by notice within that period.

2.    Payment Terms.  The amount of any invoice issued in connection with any purchase of Goods resulting from this Quotation or Order Acknowledgement Form is payable in full within (30) days of the date of such invoice.  If in Seller’s opinion the financial condition of the Buyer at any time does not justify continuance of production or shipment on the foregoing terms of payment, Seller may require full or partial payment in advance.

3.    Delivery.  Unless otherwise specified on the front of this Quotation or Order Acknowledgement Form, all costs of delivery shall be charged separately to the Buyer and will be F.O.B. the plant of the manufacturer producing the Goods described on this Quotation or Order Acknowledgement Form.  Method and route of shipment are at Seller’s discretion, unless the Buyer supplies explicit instructions which are acceptable to Seller.  All shipments are insured at the Buyer’s expense and made at the Buyer’s risk. In the event any of the Goods ordered by Buyer is still in the factory warehouse or Seller’s warehouse after one (1) year from the required date or the manufactured date (whichever is later), Seller reserves the right, at its option to (1) charge Buyer for the full sales price of the Goods and remit to Buyer any cullet value from destroying Goods, or (2) repack the Goods and charge Buyer for the cost of labor and materials required to re-pack the Goods and to resell the Goods to another customer of Seller.

4.    Other Exclusions From Price.  Unless otherwise specified on the front of this Quotation or Order Acknowledgement Form, and if the Goods are manufactured outside of the United States, all duties, import fees, customs charges and related expenses of importing the Goods shall be charged separately to, and shall be for the account of, the Buyer.

5.    Taxes.  The amount of all present and future sales, revenue, excise, and other taxes applicable to the Goods listed hereon shall be added to the purchase price and shall be paid by the Buyer, or in lieu thereof the Buyer shall provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.

6.    Quantity Variations. Any shortage or surplus, charged pro rata, in the Goods covered by Buyer’s purchase order in response to this Quotation or Order Acknowledgement Form, which does not exceed ten percent (10%) (rounded to the nearest full pallet quantity) of the quantity covered by such purchase order, will be considered compliance in full with the terms of such purchase order.

7.    Cancellation.  An order by Buyer in response to the Quotation or Order Acknowledgement Form once placed with and accepted by Seller cannot be cancelled without Seller’s consent (which may be withheld in Seller’s sole discretion) and then only upon terms that will indemnify Seller against loss.

8.    Liability.  Seller shall not be liable for loss or damage of any kind resulting from delay or inability to deliver on account of causes beyond its control, including but not limited to acts of God, acts of Buyer, acts of military or civil authorities, fires, strikes, flood, epidemic, war, riot, delays in transportation or car shortages, or inability to obtain necessary labor, materials, components or services through Seller’s usual and regular sources at usual and regular prices.

9.    Replacement of Defective Goods.  Seller will replace or, at its option, repair any Goods purchased by Buyer from Seller which are found defective in material or workmanship and for which Seller receives notice within thirty (30) days from date of shipment to Buyer. Seller’s obligation to Buyer with respect to Goods shall be limited to replacement or repair, as specified above, and in no event shall Seller be liable for consequential or special damages, or for transportation, installation, adjustment, or other expenses which may arise in connection with such Goods. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED  INCLUDING THE WARRANTIES OF  MERCHANTABILITY AND FITNESS.

10.    No Warranties;  Responsibility of Buyer.  NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR OTHERWISE (EXCEPT AS TO TITLE), OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, SHALL APPLY TO ANY PRODUCTS SOLD BY SELLER AND NO WAIVER, ALTERATION, OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF SELLER.

NOTE:  IT IS THE BUYER’S RESPONSIBILITY TO DETERMINE THE SUITABILITY OF THE GOODS FOR THE BUYER’S PRODUCT.  BUYER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE BUYER ASSUMES ALL RISK THAT THE GOODS PRODUCTS PURCHASED WILL BE SUITABLE FOR THEIR INTENDED USE.

11.    Altered Glass Containers:  Use of Glass Containers: 

(a)   In addition to the other exclusions of express and implied warranties herein, and except for decorations done by or at the direction of the Seller and specifically described on the Quotation or Order Acknowledgement (the “Seller’s Decorations”), the Seller makes no representation or warranty with respect to the performance or failure of glass containers that have been modified, altered, or decorated in any way by etching, sandblasting, or any other type of decorating wherein the original surface of the glass is changed or glass is removed from the container in any way at all.  Accordingly, and except for Seller’s Decorations, Seller gives no representation or warranty with respect to the condition, performance, or suitability for contents packaged in any such modified, altered, or decorated glass container, and any such representation or warranty is hereby expressly disclaimed.

(b)   The Buyer acknowledges and agrees that, unless expressly set forth in writing on the Quotation or Order Acknowledgement Form,  the Buyer will not use the glass containers for anything other than the purpose for which the glass container is expressly intended by the manufacturer thereof.  Without limiting the generality of the foregoing, the Buyer agrees not to use any glass container for carbonated beverages or sparkling wines unless specifically permitted by the Quotation or Order Acknowledgement Form.  In addition, the Buyer acknowledges and agrees that it will not alter or modify the glass container in connection with its use by the Buyer.

12.    Indemnification by Buyer. Buyer shall indemnify, defend and save harmless Seller from and against any claims, loss, damages, liability, costs or expenses (including reasonable attorneys’ fees) that arise from either (a)  the modification, alteration or decoration in any way of any Goods purchased as a result of this Quotation or Order Acknowledgement Form ,  (b) from the improper handling or storage of the Goods  by the Buyer, or  (c)  the use of  the glass containers for anything other than as expressly set forth in writing on the Quotation or Order Acknowledgement Form  or, if there is nothing set forth on the Quotation  or Order Acknowledgement Form, for anything other than still wine if the Goods involve wine bottles and distilled liquor if the Goods involve liquor bottles.

13.    Acceptance.  Acceptance of the offer reflected on this Quotation or Order Acknowledgement Form by Buyer is expressly limited to the exact terms contained herein and any attempt by Buyer to alter or omit any of such terms shall be deemed a rejection and a counteroffer.  If this Quotation or Order Acknowledgement Form is accepted and the Buyer’s order form is used for the purpose, it is expressly understood and agreed that the terms and conditions herein set forth shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in such purchase order form of Buyer, and the issuance of such purchase order by the Buyer shall be deemed to evidence the consent of the Buyer to the foregoing.

14.    Sketches, Plates and Engravings.

(a)   All designs, sketches and original work not provided by the Buyer will remain the property of the Seller or the manufacturer of the Goods reflected herein.

(b)   Unless written arrangements are made to the contrary, all type may be distributed and lithographic, photogravure or other work effaced immediately after an order is executed.  If arrangements are made to the contrary, they shall include rental payments unless another specific arrangement has been made.

15.    Dies and Molds.  Dies, molds, tools, printing plates, negatives, blocks and engravings provided by the Seller or the manufacturer of the Goods covered by this Quotation or Order Acknowledgement Form shall remain the property of the Seller, whether or not a charge is imposed on the Buyer in respect of them.  The Seller shall advise the Buyer of when normal wear and tear has made major maintenance or tool replacement necessary for continued satisfactory production.  A charge may be made in connection with the cost of such maintenance or replacement and the tools concerned will remain the property of the Seller.

16.    Buyer’s Requirements, Printing and Construction.  Alterations from original copy on and after first proof, including alterations in style or construction will be charged extra.  Proofs of all work may be submitted for Buyer’s approval and no responsibility will be accepted for any errors in proofs which may be approved by the Buyer.  The Buyer shall be wholly responsible (in respect of copyright, trademark, design, all common law and statutory right and otherwise whatsoever) for any matter of work which Buyer instructs the Seller to print or perform and for any design, sketch, drawing, painting, construction work or other thing which he supplies and or instructs the Seller to supply or execute and for all claims by third parties arising therefrom and the Buyer shall keep the Seller and the manufacturer of Goods covered by this Quotation or Order Acknowledgement Form indemnified against all proceedings, claims, costs, expenses and liability whatsoever in respect thereof.

17.    Status of Pallets.  Pallets supplied will be separately charged to Buyer.  Pallets are non returnable unless the Quotation or Order Acknowledgement specifies that the pallets are returnable, in which case pallets are returnable at the Buyer’s expense.

18.    Materials.

(a)   While Seller and the manufacturer of Goods covered by this Quotation or Order Acknowledgement Form will make every endeavor to supply material in accordance with the samples submitted or quoted for, there is no guaranty that the materials will be identical.

(b)   If sample containers are submitted by the Seller to the Buyer for approval, the Buyer should confirm dimensions by the actual packing thereof prior to the approval by the Buyer.

19.    Buyer’s Property.  Buyer’s property when supplied to Seller or the manufacturer of Goods covered by the Quotation or Order Acknowledgement Form will be held or worked on at Buyer’s risk.  While every care will be taken to secure the best results where materials are supplied by Buyer, the Seller assumes no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied by Buyer.

20.    Assistance  and Advice.  Upon request, Seller at its discretion will furnish as an accommodation to Buyer such technical advice or assistance as is available in reference to the Goods.  Seller assumes no obligation or liability for the advice or assistance given or results obtained, all such advice or assistance being given and accepted at Buyer’s risk.

21.    Severability.  If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this agreement shall not be affected thereby, and each term or provision of this agreement shall be valid and enforceable to the fullest extent permitted by law.

22.    Governing Law/Waiver  of Jury Trial. These terms shall be construed under Pennsylvania law without regard to conflicts of law principles.  Each of Seller and Buyer  hereby waives any right to trial by jury in any action brought to enforce the rights and obligations of the parties under this Agreement, and the prevailing party in any such action shall recover from the losing party a reasonable sum for attorneys fees and costs incurred in such action and on any appeal therefrom and in enforcing any judgment, order, ruling, or award granted therein, and in any bankruptcy proceeding.

23.    Entire Agreement.  This Agreement constitutes the entire contract between Buyer and Seller relating to the Goods or services identified herein.  No modifications hereof shall be binding upon Seller unless in writing and signed by Seller’s duly authorized representative and no modification shall be effected by Seller’s acknowledgement or acceptance of Buyer’s purchase order forms containing different provisions.  Trade usage shall neither be applicable nor relevant to this Agreement, nor be used in any manner whatsoever to explain, qualify or supplement any of the provisions hereof.  No waiver by either party of default shall be deemed a waiver of any subsequent default.  All waivers shall be in writing to be effective.  The terms set forth herein shall apply to all purchases by Buyer, and any terms set forth in Buyer’s Purchase Order that are in addition to or not identical to the terms set forth herein will not become part of this Agreement.

Rev Dec-2008                        Return to Home Page