Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE

PRESSURE SENSITIVE LABEL AND RAPID ROLL® PRODUCTS

These Standard Terms and Conditions of Sale shall apply to all sales and contracts of sale of Pressure Sensitive Label and Rapid Roll Products (“Products”) by and between Avery Dennison Corporation’s Materials Group North America division (“Seller”) and any customer (“Purchaser”).

1.    PRICE AND PAYMENT TERMS

All prices are F.O.B. Seller’s plant or distribution center from which the Product is shipped, no freight allowed.  Prices are subject to change without prior notice.  Prices shall be those contained in Seller’s price list covering the Products ordered and in effect on the date Seller accepts an Order from a Purchaser.  Orders calling for future delivery dates may be invoiced at prices in effect on the shipping date at Seller’s discretion.  Different Products in an Order may not be combined to obtain quantity pricing.  Shipments that are more or less than the actual quantity ordered shall constitute filling the order if such variance does not exceed the following percentages:  (i) 10% for stock and custom orders where Seller uses standard raw materials; and (ii) 20% for custom orders (including Rapid Roll) or where Seller uses non-standard raw materials. 

Invoices shall be paid in full within 30 days following date of invoice.  Invoices paid within 10 days of invoice receive a 1% discount, but no other deduction or any set-off shall be allowed without Seller’s express written permission.  Invoices not paid within 30 days of due date shall thereafter bear monthly service charges at the rate of 1% per month on the unpaid balance until paid.  If in Seller’s sole discretion Purchaser’s financial condition does not justify continuance of Production or shipment on the payment terms stated herein, Seller may without notice to Purchaser hold or cease shipments, alter or revoke credit terms, and/or require payments in advance or security satisfactory to Seller.  The amount of any present or future federal, state, local or other taxes applicable to the sale of Products shall be added to the price and paid by Purchaser unless Purchaser provides Seller with a valid exemption certificate acceptable to Seller and the appropriate taxing authority.


2.   
SHIPMENT AND TRANSPORTATION TERMS

Seller reserves the right to specify the carrier and routing of shipments. If Purchaser requests a carrier or route other than on specified by Seller, Purchaser may be subject to collect freight terms in Seller’s discretion.  Freight charges shall be prepaid by Seller and billed to Purchaser, unless specified otherwise in Seller’s confirmation or acknowledgement of the order.  Freight rates are based on actual incurred freight costs or a customer specific freight schedule set for Purchaser.  Stock and custom orders cannot be combined to achieve lower freight rates.  If PURCHASER specifies a carrier that is not a SELLER approved carrier, the shipment will be made on a “Freight Collect” basis.  Seller reserves the right in its discretion to package Products in a manner that it deems appropriate for shipment.


3.   
TITLE AND RISK OF LOSS

Shipping term is F.O.B. Seller’s shipping point, and therefore title to, and risk of loss for, all Products shall pass to PURCHASER upon delivery by Seller to a common carrier at Seller’s plant or distribution center from where the Product is shipped, regardless of freight terms or method of payment for transportation charges.  The PURCHASER is responsible for filing all loss or damage claims with the carrier.

4.    TRANSIT DAMAGE CLAIM PROCEDURE

1)    It is the responsibility of the PURCHASER to receive the entire shipment as tendered, and immediately upon delivery at Purchaser’s location to write on the freight bill any missing or damaged portion of the shipment.  This must be reported to Seller within 48 hours of receipt of the shipment.  For damage claims, the entire package must be retained until after the claim has been evaluated and a determination and/or credit memo has been issued.   

2)    Within 8 calendar days of receipt of the shipment, any concealed damage must be reported to SELLER.  Retaining the entire package is necessary until after a concealed damage inspection report is issued by the carrier.  A determination of credit will be made once the claim has been evaluated.  A credit will not be issued for any claims made after the 8 calendar day time period.

3)    Speed is of utmost importance!  Prompt inspection, as well as prompt filing, of the claim with all necessary documents will facilitate fast settlement.  NOTE:  Without the appropriate paperwork, credit cannot be issued.

4)    For verified claims, Seller may replace the Product or refund the purchase price, in Seller’s discretion. 

Purchaser must follow the claims handling procedures found at http/na.fasson.com/frna/frnasite.nsf/PG/LNB2C1_NTransit_Damage?OpenDocument.  All claims must be accompanied by the following documents:

A)    Copy of freight bill with notation of damage or shortage.  Date, time and receiver’s name must be included.

B)   Include photograph of damaged goods.

C)   Send copy of inspection report to Seller’s claims representative.  RETAIN COPIES FOR YOUR FILES.

Under no circumstances shall Seller be responsible for any damage or shortage on collect shipments.

5.    ACCEPTANCE AND CANCELLATION

All orders submitted by Purchaser are subject to acceptance confirmation by Seller’s home office representatives.  Orders, once placed, cannot be cancelled except upon terms that will fully compensate Seller against any loss incurred.

6.    RETURNS

All Products sold by Seller are returnable only in accordance with the warranty provision hereof.  Before returning any Product, PURCHASER must obtain Seller’s home office prior written approval and instructions.

7.    FORCE MAJEURE

Seller shall not be liable for any loss, damage, delay, changes in shipment schedules or failure to deliver caused by circumstances beyond Seller’s reasonable control including, without limitation, accidents, fires, strikes, riots, civil commotion, insurrection, war, the elements, embargoes, failure of carriers, inability to obtain transportation facilities, government requirements, acts of God, or public enemy, prior orders from customers or limitations on Seller’s or its suppliers’ Production, marketing or sales activities.  SELLER shall in no event be liable for any consequential damages.

8.    COMPLIANCE

All Products are manufactured in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, and all other applicable laws.

9.    WARRANTY

ALL STATEMENTS, SERVICES, INFORMATION AND RECOMMENDATIONS (TECHNICAL OR OTHERWISE) ABOUT SELLER’S PRODUCTS, AND THE USE OR APPLICATION OF SUCH PRODUCTS, ARE BASED ON SELLER’S EXPERIENCE AND TESTING AND ARE BELIEVED TO BE RELIABLE BUT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED GUARANTEE OR WARRANTY AS TO ACCURACY, COMPLETENESS OR RESULTS TO BE OBTAINED.  WITH REGARD TO PURCHASER’S USE AND APPLICATION OF PRODUCTS, PURCHASER ASSUMES FULL RESPONSIBILITY FOR QUALITY CONTROL, TESTING AND DETERMINING THE SUITABILITY OF PRODUCTS FOR ANY INTENDED PURPOSE.

SELLER’s Products are warranted for one (1) year from date of shipment to be free from defects in material or workmanship so that the Products meet Seller’s specifications.  This warranty applies solely to the original Purchaser of the Products.  Purchaser’s sole and exclusive remedy for breach of this warranty shall be the replacement of the defective Products or, at SELLER’s option, the issuance of a credit or refund in an amount up to the purchase price of the defective Product.  In no event shall SELLER be responsible for claims beyond the purchase price of the defective Product. 

THE WARRANTY SPECIFICALLY SET FORTH ABOVE IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE AND/OR NON-INFRINGEMENT.  SELLER SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER SUCH WARRANTIES.  IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

No representative or agent of SELLER is authorized to give any guarantee or warranty or make any representation contrary to the terms herein.

10. LIMITATION OF CLAIMS AND LIABILITY

IN CONNECTION WITH THE SALE OF ANY PRODUCT OR ANY CONTRACT FOR SALE, AND IN CONNECTION WITH ANY KIND OF SERVICE PROVIDED BY SELLER TO PURCHASER (SUCH AS TECHNICAL SERVICES, CONSULTATIONS, AND RESPONSES TO PRODUCT INQUIRIES), NO CLAIM BY PURCHASER OF ANY KIND, AND NO LIABLITY OF SELLER OF ANY KIND, SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.  PURCHASER’S EXCLUSIVE REMEDY IS REPLACEMENT OF PRODUCT OR CREDITING OF PURCHASE PRICE, IN SELLER’S DISCRETION.  CLAIMS NOT FILED BY PURCHASER WITHIN 18 MONTHS OF SHIPMENT DATE ARE WAIVED AND BARRED.  SELLER SHALL HAVE NO LIABLITY WHATSOEVER FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION AND LOST PROFITS).

11. SET OFF

Seller has the right but not the obligation to set off any amount owed by Seller to PURCHASER (or any of PURCHASER’s affiliated entities) against any amount due to Seller in connection with any sale or contract of sale.

12. APPLICATION OF TERMS AND CONDITIONS

All sales and contracts for sale of Products are subject to Purchaser’s assent and agreement to these Standard Terms and Conditions of Sale, including without limitation all orders, agreements, acknowledgments, confirmations, shipping documents, invoices and other memoranda concerning a sale.  Seller hereby objects to any term or condition contained in any Purchaser communication in any form that is different from the terms and conditions herein.  No waiver, alteration, addition or modification of these Standard Terms and Conditions shall be valid unless made in writing and signed (hand-written signature) by an executive officer of SELLER.

13. SEVERABILITY

Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain in full force and effect.

14. LAW AND JURISDICTION

All sales and contracts for sale shall be governed by and construed in accordance with the laws of the State of Ohio.  The parties agree to exclude the application of the UN Convention on Contracts for the International Sale of Goods.  The state and federal courts located in Ohio shall have exclusive jurisdiction over any dispute concerning any contract for sale or Product.

AVERY DENNISON CORPORATION

MATERIALS GROUP NORTH AMERICA

8080 Norton Parkway, Mentor, Ohio 44060

800-944-8511