Orders

All orders are subject to review and acceptance of Heritage Packaging ("we" or "us").  Customers must provide us with a written purchase order specifying items ordered and quantity. No verbal orders will be accepted nor will any work be performed until we have received and reviewed said document.

If your company does not utilize a purchase order document, please request a copy of our generic purchase order form which you can complete, sign, and send to us. This agreement, together with the terms specifying item and quantity only on the purchase order form, constitute the entire agreement between the parties regarding the subject matter contained herein and supersede all prior and contemporaneous undertakings and agreements of the parties, whether written or oral, with respect to the subject matter herein. For the purpose of clarity, this agreement prevails over any of Customer’s general terms and conditions of purchase regardless of whether or when the Customer has submitted its purchase order or such terms. Other than quantity and products ordered, fulfillment of Customer's orders does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend this agreement. 

Pricing

Prices are our prices as per quotation and are subject to applicable taxes. Any changes to specifications after time of quotation may result in changes to pricing.

Standard Terms

Opening orders placed by new customers must be prepaid by credit card, check, or electronic funds transfer prior to shipment of product. Pending receipt of a satisfactory credit report, approval may be granted for an open account for subsequent orders. The terms extended for said account shall be 2% 15 days from date of shipment (payment received by Heritage no later than the 15th day) and Net 30 days. Any invoice paid after 30 days from shipment date shall be subject to a charge of 1.5% interest per month on outstanding balance due.  No order will be processed for any account over 45 days.  Orders cannot be shipped until the account is brought into a current status.

For our customer’s convenience we accept the following major credit cards: American Express, VISA and Master Card.

Shipments to Locations Outside the United States

Full payment is due at time of order. Customer is responsible for any and all duties, customs fees, and tariffs that may be assessed against any given order.

Delivery

All shipments are sent “F.O.B. Victor, New York, USA 14564.”  Unless otherwise set forth on the purchase order, we will arrange for the shipment of the products to the Customers and Customers will pay for all shipping, insurance, and handling fees.

All shipping dates are approximate (and not guaranteed) and we shall not be liable for loss or damage because of delays in delivery of the products. With respect to the delivery date of the products, time is not of the essence unless otherwise agreed to in a writing we have signed. 

Title, Risk of Loss

Title of product and risk of loss pass to Customer upon our delivery of the product(s) to carrier.

Inspection and Acceptance

Customer acknowledges and agrees that ten (10) days after receipt of the product(s), Customer will be provided with a reasonable opportunity to inspect the product(s) for the purpose of determining whether the product(s) conform to the order.  Customer's failure to inspect within said ten (10) day period shall constitute a waiver of Customer’s right of inspection and rejection, and such products shall be deemed accepted by Customer.

Cancellation/Returns

We do not accept cancellations or modification of orders with respect to products already manufactured or in the process of manufacture, and the product(s) may be returned to us within thirty (30) days after delivery (the “Return Period”).  

In order to be eligible for return, the product(s) must be unused, unopened, and in their original packaging and returned within the Return Period.   Customer shall be responsible for any and all shipping and insurance costs for delivery of the returned product(s) to our facility and shall bear risk of loss until received at our facility, along with a minimum restocking fee of 15% of the Purchase Price and any additional transportation costs for such product(s).

Suspension of Performance

We reserve the right at any time to suspend credit or change credit terms when, in our opinion, Customer's financial condition warrants. We will give prior written notice of any change in credit terms.

We may withhold all subsequent deliveries upon failure of Customer to pay invoices when due.  Customer shall be liable for all costs and expenses of collection we incur.

Controlling Provision

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to conflicts of law principles.  With respect to any matters that may be heard before a court of competent jurisdiction, the parties consent to the exclusive jurisdiction and venue of the courts of Monroe County, New York or of any federal court located in the Western District and New York. Any matter affecting the relationship between us and Customer not addressed by these terms and conditions shall be governed by the Uniform Commercial Code in effect in New York State.

If the ultimate destination of the products is outside of the United States, the parties agree that Convention on the Contracts for the International Sale of Goods does not apply in any way to this agreement, and Customer shall designate such country of destination on the purchase order form.

In the event that Customer purchases products for export without so notifying us, we reserve the right to cancel this agreement at no penalty or liability for breach in the event that we object to the ultimate destination of the products.  Customer shall comply with all export and import laws of all countries involved in the sale of products under this Agreement.

Customer assumes all responsibility for shipments of Products requiring any government import clearance.  Customer shall be responsible for any and all costs, duties and taxes relating to any importation of the product(s).

Customer will have sole liability and shall defend, indemnify and release Heritage Packaging for any loss or damage (including without limitation, claims of governmental authorities) arising from import into another country of such products, including, without limitation, those related to packaging, labeling, marking, warranty, contents, use, or documentation of the products.

Customer will not take, and will not solicit us to take, any action which would violate any anti-boycott or any export or import statutes or regulations of the United States or other governmental authorities and shall defend, indemnify, and reimburse us for any loss or damage arising out of or related to such actions. 

Customer shall pay and assume any import duties and taxes, and with respect to the same shall hold harmless, indemnify and reimburse us therefrom.

Force Majeure; Limited Warranty; Disclaimer; Limited Liability; Indemnification

We shall not be liable to Customer for any breach of this Agreement to the extent any such breach is due to any cause which is beyond our reasonable control, including fire, explosion, flood, or other acts of God; acts, regulations, or laws of any government; war, terrorist threats or acts or civil commotion; strike, lock-out or labor disturbances; failure to procure labor; failure to procure materials; failure of public utilities or common carriers; or epidemic or pandemic. 

We warrant that for a period of twelve months from the date of shipment ("Warranty Period"), that our products will materially conform to the written specifications published by us or provided by us to you with respect to such product as in effect on the date of the purchase of our products. 

EXCEPT FOR THE WARRANTY PROVIDED IN THE FOREGOING SENTENCE, WE MAKE NO WARRANTY WITH RESPECT TO THE PRODUCTS SOLD, INCLUDING (A) ANY WARRANTY OF MERCHANTABILITY, OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSES OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE USAGE OF TRADE OR OTHERWISE.  ANY ORAL OR WRITTEN STATEMENT, INFORMATION OR ADVICE GIVEN OR MADE BY HERITAGE PACKAGING OR ANY OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR DISTRIBUTORS ABOUT THE PRODUCTS OR THE PERFORMANCE OF THE PRODUCTS: (A) SHALL NOT CONSTITUTE A REPRESENTATION OR WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY; (B) SHALL NOT BE RELIED UPON BY CUSTOMER OR ANY OTHER PERSON; AND (C) IS NOT A PART OF THE WARRANTY. 

We do not warrant that our products and packaging materials will perform for any particular customer use or that customer will realize any results by virtue of use of the products. 

We shall not be liable for a breach of the warranty set forth above unless: (i) Customer gives written notice of the defect, reasonably described, to us within 30 days of the time when Customer discovers or ought to have discovered the defect; (ii) We are given a reasonable opportunity after receiving the notice to examine such products and Customer returns such products to our place of business at Customer's cost for the examination to take place there; and (iii) we reasonably verify the claim that the products are defective. 

We shall not be liable for a breach of the warranty set forth above if: (i) Customer makes any further use of such products after giving such notice; (ii) the defect arises because Customer failed to follow our oral or written instructions as to the storage, use or maintenance of the products; or (iii) Customer alters such products without our prior written consent.

With respect to any such products during the Warranty Period, our sole obligation and the Customer's sole remedy is for us, at our option, to either: (i) repair or replace such products or (ii) credit or refund the price of such products at the pro rata contract rate provided that, if we so request, Customer shall, at our expense, return such the products to us.

We are not responsible for any damage or loss, medically or otherwise, resulting from use of our products.

IN NO EVENT SHALL WE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO ANY PRODUCT, WHETHER IN CONTRACT, TORT OR OTHER THEORY OF LAW, FOR LOSS OF PROFITS OR LOSS OF USE, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, DIRECT OR INDIRECT DAMAGES, HOWSOEVER CAUSED.  OUR MAXIMUM LIABILITY TO CUSTOMER WITH RESPECT TO THE PRODUCT(S) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCT(S) THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.  THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Customer agrees to defend, indemnify, and hold harmless Heritage Packaging and each of directors, officers, managers, members, employees, agents, successors and assigns (collectively, “Indemnified Parties”) against damage, loss, liability, cost or expense (including reasonable attorneys’ fees) incurred by any Indemnified Party arising out of or resulting from any third party claim arising out of or relating to any products sold by Customer.

Any action by Customer against Heritage Packaging for breach of this agreement or for failure to provide relief under a warranty claim pursuant to this instrument must be commenced within fifteen (15) months from when tender of delivery of the products, or shall be deemed waived.