Terms and conditions of sale

Except as may otherwise be specifically provided by separate written agreement signed by Seller, the details of this Order as written on the face hereof and the terms and conditions set forth below constitute the entire agreement between Purchaser and Seller. The Purchaser, or their authorized representative, expressly assents and agrees hereto and no other terms or conditions contained with Purchaser's Order shall be of any force or effect by acceptance or acknowledgement of Purchaser'sOrder.


  1. This Order may not be cancelled or modified by Purchaser, in whole or in part, after acceptance by Seller, without written consent by Seller.
  2. All charges to furnish, procure and/or provide artwork, designs, drawings, or other preparatory work necessary to initiate and produce this Order are a divisible part of this agreement and shall be invoiced to and paid for by Purchaser. All such charges are for services and all artwork, designs, drawings, and other items to which such charges apply, shall be and remain the property of Seller.
  3. Purchaser warrants that any design or other copy printed at Purchaser 's request on any merchandise furnished hereunder will not infringe any trademark, copy­ right or property right of another and shall indemnify and save Seller harmless from and against any claim of any such infringement and, at its own cost and expense , defend any action upon any such claim and pay any final judgement against Seller recovered there in all costs, expenses and losses incurred or sustained by Seller by reason of any such claim or action.
  4. All material must be invoiced as of date of shipment and all such invoices must cover full quantity of material shipped. If Purchaser fails to pay any invoice when due or fails to accept any shipment as scheduled, Seller may, without prejudice to other remedies, either defer further shipments until the default is corrected or cancel any unfilled portion of this order or any or all other orders.
  5. Seller may revoke or modify terms of credit and may require cash before shipment or ship Sight Draft, Order Notify Bill of Lading or C.O.D. without expense to Seller. Payments shall be in funds at par at Milwaukee, Wisconsin, or other cities designated by Seller.
  6. Seller reserves the right to adjust prices specified herein to conform to Seller's price schedule at time of shipment. In addition to prices specified herein, the Purchaser shall pay, or reimburse the Seller for, the amount of any tax , excise or charge now or hereafter imposed, by any Federal, State or Municipal government upon the sale, production or transportation of the material sold.
  7. Deliveries within such permissible underrun limitations shall be deemed complete deliveries. Purchaser shall accept and pay for excess quantities delivered within such permissible overrun limitations. Allowable overrun or underrun is set at 25%.
  8. All products sold by Delta9Packaging, a trademark of Sudpack Oak Creek Corporation, are shipped Prepaid, at the lowest applicable freight rate and by Seller's own routing, F.O.B. Purchaser's plant, or such other destination within the continental limits of the United States of America, served by common carriers protecting a thru rate basis, excluding Alaska and Hawaii, providing the price applied to the products includes the freight factor to the specified destination ; except, no freight will be allowed on shipments under two thousand pounds. Any shipment under two thousand pounds will be shipped on a Collect freight basis or the Prepaid freight basis extended, and the applicable freight charges invoiced to and paid for by the Purchaser. Any shipment destined or incurring charges beyond the limitations as provided above, will be at the expense of the Purchaser. Orders shipped outside of the United States may be subject to import taxes, customs duties and fees levied by the destination country. The recipient of an international shipment may be subject to such import taxes, customs duties and fees, which are levied once a shipment reaches the recipient's country. Additional charges for customs clearance must be fulfilled by the recipient; Customs offices in some countries may require the importer of record to provide identification before releasing the shipment. To obtain details regarding the Actual Import Fees, or to obtain documentation or receipts in connection with customs clearance, you may contact the Designated Carrier specified in your shipment confirmation. No material may be returned, unless with the specific consent and authority from the Seller's Oak Creek, Wisconsin headquarters office.
  9. Seller makes no warranty, express or implied, with respect to the merchandise sold hereunder excepting that it shall be of Seller's standard quality. In the event that any merchandise is not of such quality, Seller may replace or reimburse for same within ninety (90) days after shipment is received and its liability shall be limited to the invoice price of any so defective merchandise that it does not replace. Particularly but without limiting the generality of the foregoing, Seller shall not be responsible for the suitableness of the merchandise for any particular use or for any loss resulting from the inherent characteristics or quality of materials. Seller re­serves the right, without notification to purchaser, to utilize contractors in the production of the seller merchandise when needed or where applicable.
  10. Fires, floods, strikes, work stoppages, labor shortages, accidents, transportation embargoes or delays, failure or shortages of materials or machinery ordinarily used by Seller for manufacture of the merchandise specified, acts, regulations or priorities of the Federal, State or local government and agencies, Government con­ tracts or shipments by Seller to other purchasers to fulfill Government contracts, or any other cause of the same or of a different general nature beyond the control of Seller shall excuse the delay, reduction, suspension or failure in making shipments hereunder traceable to such causes. In the event of any such contingency Seller may, at its option, cancel this Order or the portion thereof as to which such failure or delay shall apply or make delivery within a reasonable time after removal of the contingency and may also, at its option, extend the times for all subsequent deliveries by the duration of the contingency.