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    Standard Terms and Conditions of Sale

    STANDARD TERMS AND CONDITIONS OF SALE

     

    Clause 1.- Parties.  “Seller” means Woodland Paper, Inc. selling goods to the Buyer.  “Buyer” means entity or person identified on the Purchase Order, electronic order form over the internet, or other means acceptable to Seller, who is purchasing goods and/or related services from Seller.

    Clause 2 - Acceptance.  Buyer acknowledges and agrees that these Standard Terms and Conditions of Sale (the “Standard Terms”) are incorporated in, and are a part of, each purchase order or other agreement relating to the provision of goods and/or related services by Seller, whether expressed in written form, by electronic data interchange or otherwise (each referred to as a “Contract”).  These Standard Terms supersede all conflicting or additional terms pre-printed on any purchase order or otherwise set forth on any release, acknowledgement, confirmation, requisition, work order, shipping instruction, specification and similar document or communication.

    Clause 3- Approval.  Buyer must provide credit information and references and be approved by Seller for sale prior to approval or release of any order.

    Clause 4- Prices.  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 purchase 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.

    Clause 5 – Payment:

          (a)  Unless otherwise agreed in writing, payment for all goods and services shall be net 30 days from the date of Seller’s invoice without discount for early payment.  Seller reserves the right at any time to suspend credit or to change credit terms (to include requiring cash on delivery) provided herein when, in Seller’s sole judgment, Buyer’s financial condition so warrants.  Buyer shall have no right to offset any amounts due or to become due to Seller against any claims, charges, expenses, fees or other payments of any kind whatsoever under any circumstances, including, but not limited to, any liability which may arise due to any breach or alleged breach of any Contract or any provision thereof.

          (b)  If payment is overdue, Seller may charge the Buyer interest at the rate of 1% per month from the date of the default until Seller receives payment in full, or if such amount exceeds the amount permitted by applicable usury laws, the maximum lesser amount permitted by applicable usury laws.  Seller may apportion any part payments made by the Buyer against any outstanding principal or interest as it may decide.

          (c)  If payment is overdue under any Contract between Seller and the Buyer, Seller may in its sole discretion: (i) suspend or cancel the delivery of goods or performance of services in respect of any other Contract between the parties, (ii) re-allocate goods, components or parts ordered under the applicable Contract to fill other open Seller orders, and/or (iii) refuse to accept any subsequent order from, or enter into any new Contract with, Buyer.

          (d)  Seller retains a purchase money security interest under applicable law in the goods sold until payment in full has been made.  In the event of default by Buyer under the Contract, Seller shall have all the rights and remedies of a secured creditor under the applicable law.  Buyer authorizes seller to prepare any such financing statements and other documents as Seller may require in order to perfect Seller’s security interest.

    Clause 6 - Taxes and Other Charges.  Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the price quoted or invoiced.   In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefor or, in lieu of such payment, Buyer shall provide Seller at the time the Contract is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

    Clause 7- Minimum Order Requirements. Generally, minimum orders are based on a case-by-case basis depending on product type.  Items proposed or listed and displayed on Seller’s e-commerce site are shown typically in their minimum allowable selling/shipping units and are intended to be sold as such.  Orders below Seller's standard minimum order requirement may be subject to additional shipping and handling charges.

    Clause 8 - Performance and Delivery:  Deliveries are typically scheduled “Next-Day” with order placed by 3PM EST within the Detroit Commercial Freight Zone or as designated at time of order placement.  Same-day shipments are possible with prior arrangements or sales commitments.  Our standard shipping terms are FOB Seller’s facility (Ex Works for international shipments) per INCOTERMS 2010, unless otherwise agreed to in writing.  Title shall transfer upon shipment of goods.  Seller will use commercially reasonable efforts to insure on time delivery.  In no event shall Buyer be entitled to liquidated damages as a remedy for any delay in delivery by Seller nor shall Seller be liable for any loss, damage or delay incurred by the Buyer or its customers arising from late or non-delivery of goods.  Seller reserves the right to supply an order for goods in any number of installments.  Buyer shall pay all insurance costs associated with delivery, and Buyer shall be responsible for filing and pursuing claims with carriers for loss or damage in transit.  The Buyer waives any claim for shortage of any goods delivered if a claim in respect of short delivery has not been lodged with Seller within seven (7) days from the date of receipt of goods by the Buyer.  Seller is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to goods in transit caused by any event of any kind by any person (whether or not Seller is legally responsible for the person who caused or contributed to that loss or damage).  Seller must provide the Buyer with such assistance as may be necessary to press claim on carriers so long as the Buyer (a) has notified Seller and the carriers in writing immediately after loss or damage is discovered on receipt of goods, and (b) lodges a claim for compensation on the carrier within three (3) days of the date of receipt of the goods.

    Clause 9 - Limited Warranty: The warranty obligations of Seller for goods sold by Seller will in all respects conform and be limited to the warranty extended by the manufacturer of such goods, if transferable.  The sole remedy available to Buyer with respect to defects in such goods will be against such manufacturer under any applicable manufacturer’s warranty to the extent available to Buyer.  TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO BUYER, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE GOODS, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

    Clause 10. - Indemnification.  Each party shall indemnify and hold harmless the other party and its agents, employees, officers, directors, successors and assigns, from and against any and all damages, liabilities, losses, expenses, costs or claims (including without limitation reasonable attorneys’ fees), to the extent that such claims and losses are directly caused by (a) the negligence or willful misconduct of the indemnifying party or (b) the indemnifying party’s breach of any of its covenants, representations or warranties set forth herein.

    Clause 11- Limitation on Liability.  Except as provided for herein, in no event will Seller be liable for any indirect, incidental, special, consequential, punitive or similar damages including, but not limited to, lost profits, loss of data or business interruption losses.  In no event will the total, aggregate liability of Seller under the Contract exceed the value of the Contract under which liability is claimed.  The liability limitations shall apply even if Seller has been notified of the possibility or likelihood of such damages occurring and regardless of the form of action, whether in contract, negligence, strict liability, tort, products liability or otherwise.  The parties agree that these limits of liability shall survive and continue in full force and effect despite any termination or expiration of any Contract.  Any action by Buyer against Seller must be commenced within one year after the cause of action has accrued.  No employee or agent of Seller is authorized to make any warranty other than that which is specifically set forth herein. The provisions in any specification, brochure or chart issued by Seller are descriptive only and are not warranties.

    Clause 12 - Intellectual Property.

          (a)  Marks.  Buyer shall have no right to use the corporate name of Seller, or to use any trademark, servicemark, trade name, brand name or other product identification owned or used by Seller (collectively, the “Marks”), except as necessary for the performance of Buyer’s obligations under the Contract for the exclusive benefit of Seller or as Seller may otherwise approve in writing.  The Marks are and shall remain the property of Seller at all times, and Buyer shall acquire no property, ownership or other interest whatsoever in the Marks by virtue of the Contract.  Unless prior written consent is given by Seller, Buyer shall not alter any Mark in any way.  Upon the expiration or other termination of the Contract for any reason whatsoever, Buyer shall immediately discontinue all use of the Marks, and shall immediately discontinue any and all representations, direct or implied, that it is or was a representative of Seller.  Buyer shall not register, or cause to be registered, in any jurisdiction, any of the Marks or any other trade name, trademark, servicemark, word, or symbol that is identical or similar to any of the Marks.

          (b)  Copyrights.  Buyer shall 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 defend and 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

          (c)  Confidential Information - 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.

          (d)  Notification of Infringement.  Buyer shall immediately inform Seller in the event Buyer becomes aware of any infringement of any Mark, patent, copyright, other intellectual property right of Seller or any disclosure of Seller’s confidential information.  Buyer shall assist Seller in taking such steps as Seller may deem necessary or appropriate to protect the Marks or Seller’s patent, copyright, other intellectual property rights or Seller’s confidential information.  Nothing herein contained, however, shall be construed as obligating Seller to commence any legal proceedings or take any other steps to protect the Marks or its patents, copyrights, other intellectual property rights, or confidential information.

    Clause 13 - Returns and Cancellations. Goods supplied pursuant to the Contract cannot be returned without Seller’s prior written authorization.  Duly authorized returns: (a) shall be sent to Seller’s premises at the Buyer s expense; (b) may be subject to a handling charge of twenty percent (20%) of the invoiced value of the Goods, at Seller’s discretion; and (c) must be in the same condition as originally delivered to the Buyer.  The Buyer may not, without the prior written consent of Seller, cancel an order, including, without limitation, any order for goods that involve special requirements of the Buyer, once the order has been accepted by Seller.  Should Seller provide consent to cancel an order, the cancellation will be subject to a handling charge of twenty percent (20%) of the invoiced value of the Goods. There are no exchanges, discounts, or cancellations on all "Special Order" Goods (defined as Goods that are designed, produced, and/or manufactured to explicit specifications per Buyer’s request).  Sales of all "Special Order" Goods are final at the time the order is placed.

    Clause 14 - Force Majeure.  Failure of Seller to make any delivery (or portions thereof) when due, if occasioned in whole or in part by any act of God or other act beyond the reasonable control of Seller, including without limitation fire, explosion, flood, drought, adverse weather conditions, war, riots, civil insurrection, terrorism, sabotage, accident, embargo, governmental priority, requisition, or shortage or failure of supply of materials or labor, or strikes or other labor trouble, shall be excused.  Seller shall have no obligation or liability whatsoever arising out of or in connection with any such failure.

    Clause 15 - Severability.  Any provision or provisions of the Contract that in any way contravenes the law of any state or country in which the Contract is effective shall, in such state or country, to the extent of such contravention of law, be deemed separable and shall not affect any other provision of the Contract or its validity.

    Clause 16 - Survival. Any obligations and duties which by their nature extend beyond the expiration or termination of the Contract shall survive any expiration or termination of the Contract.

    Clause 17 - Waiver.  Any waiver on the part of either party hereto of any right or interest shall not imply the waiver of any other right or interest, or any subsequent waiver.

    Clause 18 - Amendments.  Any modifications to these Standard Terms, including the incorporation of additional terms, may only be made by written instrument, signed by both parties, specifically identifying and purporting to modify these Standard Terms.

    Clause 19 - Governing Law.  Unless otherwise provided in the Contract, these terms shall be deemed to have been executed and entered into in the State of Michigan and the Contract, and its formation, operation, and performance shall be governed, construed, performed, and enforced in accordance with the substantive laws of that state without regard to its conflicts of law principles.

    Clause 20 - Dispute Mitigation and Resolution:

          (a)  If a dispute arises out of or relates to this Contract or its breach, the Parties shall endeavor to settle the dispute through direct discussion. Within ten (10) business days, the Parties' representatives, who shall possess the necessary authority to resolve such matter and who shall record the date of first discussions, shall conduct direct discussions and make a good faith effort to resolve such dispute.  Disputes between the Seller and Buyer not resolved by direct discussion shall be submitted to mediation pursuant to the Commercial Mediation Rules of the American Arbitration Association (“AAA”). The Parties shall select the mediator within fifteen (15) days of the request for mediation. Engaging in mediation is a condition precedent to any form of binding dispute resolution.  If the matter is unresolved after submission of the matter to mediation, the dispute shall be submitted to the AAA and arbitrated using the current Commercial Arbitration Rules of the AAA.  The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

          (b)  The venue of any binding dispute resolution procedure shall be Wixom, Michigan unless the Parties agree on another mutually convenient location. Any court action required to enforce the terms of this binding dispute resolution procedure and/or any legal proceeding to enforce, enter judgment upon, vacate and/or modify the award shall be filed in the County of Oakland, State of Michigan.