Governing Terms. THESE TERMS AND CONDITIONS GOVERN ALL SALES OF GOODS OR SERVICES BY PACOBOND INC. (“SELLER”), TO BUYER. SELLER AGREES TO SUPPLY THE ORDERED GOODS OR SERVICES ONLY UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. SELLER’S ACCEPTANCE OF BUYER’S ORDER AND AGREEMENT TO DELIVER THE ORDERED GOODS IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS SET FORTH BELOW. IN THE EVENT BUYER’S PURCHASE ORDER INCLUDES TERMS AND CONDITIONS THAT DIFFER FROM OR ARE IN ADDITION TO THE FOLLOWING, SUCH TERMS AND CONDITIONS ARE EXPRESSLY REJECTED BY SELLER AND ARE NULL AND VOID.

Definitions. As used herein, “Buyer” refers to the party who submits a Purchase Order to Seller and “Purchase Order” means the purchase order, electronic order or any other order submitted by Buyer.

Confirmation. Seller’s commencement of the delivery of the goods and/or services ordered by Buyer and Buyer’s acceptance of such deliveries shall constitute a firm contract on the terms stated in Seller’s Order Confirmation and these terms and conditions. After Order Confirmation by Seller, Buyer’s Purchase Orders may not be subject to cancellation by Buyer except with Seller’s express written consent. Seller’s confirmation of Buyer’s Purchase Order is not subject to any other terms and conditions unless such terms and conditions are set forth in an agreement signed by both Seller and Buyer that references and specifically amends these terms and conditions.

Prices.  Prices are based on labor, freight and material costs prevailing at the time of Seller’s Order Confirmation. Prices do not include, and Buyer is responsible for any applicable sales, use, value-added, excise and like taxes, tariffs, and applicable fuel surcharges, unless Buyer claims a valid exemption from such taxes and provides Seller with the necessary documentation at the time of purchase.

Payment. Any special delivery requests (inside delivery, special route info, etc.) may have additional charges that Buyer is responsible for covering.  Payment of Seller’s invoice is due within the payment terms approved by Seller’s Credit Department. Seller may, at its option, impose finance, service and/or late charges on any past due invoice in an amount not greater than allowed by law and, if Buyer fails to pay according to these terms and conditions, Buyer shall be liable to Seller for reasonable attorney’s fees and related costs of collection. If Seller deems itself insecure with Buyer’s ability to pay any invoice, Seller reserves the right to either withhold shipments or impose or revise Buyer’s credit limits and/or payment terms.

Delivery.  Unless otherwise specified in the Order Confirmation, title and risk of loss will pass to Buyer upon delivery to the carrier. All delivery dates are approximate, and Seller shall not be responsible for any damages of any kind resulting from any delay. Seller shall not be liable for any default or delay in performance if caused directly or indirectly, by acts of God or a public enemy, governmental actions, riots, labor unrest, acts of terrorism, inability of manufacturer to obtain raw materials, the bankruptcy of any supplier or any other cause whatsoever beyond Seller’s control.

Limited Warranty. Each Party represents, warrant and covenants at all times that, (i) the Party is formed, registered, licensed and operating its business in compliance with the laws of the country, its states and territories, and any districts, municipalities and other political subdivisions in which it is operating our doing business (“Applicable Laws”); (ii) the Party is operating its business in compliance with a commercially reasonable code of ethics adopted by such Party; (iii) the Party may perform its obligations under these Terms without being in conflict with, or in breach of, any other agreement of the Party; (iv) the Party is solvent, is capable of paying its debts as and when they become due and is paying its debts as and when due; and (v) it has all requisite power and authority to agree to and comply with these Terms and to perform its obligations hereunder.  No warranty is effective if (i) the goods are not stored or handled appropriately, (ii) the defect resulted from damages occurring after delivery, (iii) the defect was not reported to Seller in writing within thirty (30) days after delivery, or (iv) the defect is observable at the time of delivery and is not reported upon delivery. THE FOREGOING WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS.

Limitation of Liability. SELLER’S LIABILITY TO BUYER ON ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE, WITH RESPECT TO THE GOODS OR SERVICES DELIVERED HEREUNDER, SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE GOODS OR SERVICES OR PART THEREOF THAT GIVES RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE GOODS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED, EVEN THOUGH SELLER MAY HAVE BEEN NEGLIGENT.

Indemnification. To the maximum extent allowed by law, Buyer must defend and indemnify Seller, its employees, officers, directors and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys’ fees) that Seller, its agents, officers, directors or employees may incur or be obligated to pay as a result of (i) Buyer’s negligence or willful misconduct; (ii) use, ownership, modification, maintenance, transfer, transportation or disposal of the goods; (iii) any infringement or alleged infringement of the intellectual property rights of others arising from Buyer’s plans, specifications (including Buyer’s trademarks and brand names) or production of the goods ordered by Buyer; and (iv) Buyer’s violation or alleged violation of any federal, state, county or local laws or regulation, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices. Buyer hereby waives and releases Seller from all rights of contribution or indemnity to which it may otherwise be entitled.

Non-circumvention. Buyer agrees that all third parties introduced to them by Seller represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital of Seller. Therefore, without the prior specific written consent of Seller, and for 1 year thereafter, Buyer agrees to refrain from conducting direct or indirect business dealings of any kind with any third party so introduced by Seller, with the exception of third parties with which Buyer has previously had a documented formal business relationship prior to the placement of their first purchase Order with Seller.

Returns.  Custom orders or specialty goods cannot be returned.

Tooling. All of Buyer’s tooling, goods and other property in Seller’s possession shall be fully insured by Buyer, and Buyer releases Seller from all liability for loss or damage to such materials caused by Seller’s negligence or otherwise. Seller may use or dispose of any such materials without liability to Buyer if such materials have not been used for one year or more.

Insurance. Buyer must provide and maintain Commercial General Liability Insurance, including Products and Completed Operations coverage in accordance with industry standards applicable to the business Buyer is conducting. Such insurance shall include, but not be limited to, property, and workers’ compensation coverage, as required by law and customary practice within the industry. Upon request, Buyer shall furnish to Seller certificates of insurance showing the above referenced coverages and providing for at least thirty (30) days prior written notice of cancellation or modification and naming Seller as an additional insured.

Infringement. Buyer agrees it will 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 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.​

Miscellaneous. The confirmation and these terms and conditions constitute the entire agreement between Buyer and Seller relating to the ordered goods or services. No modifications shall be binding upon the Seller unless in writing signed by Seller’s duly authorized representative. No modification of the confirmation of these terms and conditions will be effected by the acknowledgment or acceptance of other shipping instruction forms or any other document containing terms and conditions at variance with or in addition to these terms and conditions, all such varying or additional terms being deemed invalid. No waiver by Seller or default by Buyer shall be deemed a waiver of any subsequent default. The invalidity, illegality, or unenforceability of any one or more provisions hereof shall in no way affect or impair the validity, legality, or enforceability of the remaining provisions hereof, which shall remain in full force and effect. Buyer shall not assign any order or any interest therein without the prior written consent of Seller. Buyer agrees to assume responsibility for, and Buyer hereby unconditionally guarantees payment of, as provided herein, all purchases made by Buyer, its subsidiaries and affiliates. These terms and conditions shall be governed by the laws of the state of Caliornia, without giving effect to its principles of conflicts of law. Buyer agrees to subject itself to the courts of California and such venue shall be exclusive regarding disputes arising out of these terms and conditions.