Terms and Conditions

Terms and Conditions of Sale. The sale of products and services (“Products”) by Precision Label, Inc. and its divisions, subsidiaries, and affiliates (“Precision”) are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication (“Order”). Preprinted terms and conditions on any document of customer (“Customer”) (for example: Orders, or Confirmations) and/or Precision’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement.

Orders. Quotes from Precision are invitations to tender and are subject to change. All Orders are subject to acceptance by Precision. Blanket Orders between Customer and Precision are formed upon Precision’s written acceptance or execution of Customer’s Order and shall be subject to this Agreement. Unless otherwise specified by Precision in writing, all Blanket Orders will ship within 90 days from receipt of order. Orders for special, customized, and value-added Products identified by Precision as nonstandard or “NCNR” are non-returnable.

Prices. Prices are subject to change at any time. Prices are for Products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for flexographic plates and labeling of the Products, permits, certificates, customs declarations and registration (collectively, “Additional Fees”). Customer is responsible for any Additional Fees.

Terms of Payment. Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date or as otherwise approved in writing by Precision. On any past due invoice, Precision may charge (i) interest from the payment due date to the date of payment at 18% per annum), plus reasonable attorney fees and collection costs; or (ii) the maximum amount that is allowed under the applicable law if Precision’s interest rate is deemed invalid. At any time, Precision may change the terms of Customer’s credit, require financial data from Customer for verification of Customer’s creditworthiness, require a bank guarantee or other security, or suspend any outstanding Orders of Customer. If Customer defaults on any payment under this Agreement, Precision may reschedule or cancel any outstanding delivery and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, any credit issued by Precision to Customer in respect of any of Customer’s accounts will expire if unused for twelve (12) months following the date of issuance of such credit.

Tooling. Buyer shall be charged for printing artwork, plates, dies and tooling. All such charges shall be invoiced with the first shipment unless otherwise agreed. Artwork shall remain Customer’s property, however, Customer grants to Precision Label a license to possess and use the artwork exclusively for Customer’s orders. Printing plates, dies and tooling shall remain in Precision Label’s title until Customer terminates the agreement. Precision Label will not release artwork, printing plates, dies and tooling until the account is within agreed to terms of payment.

Art Files. Orders manufactured to drawings, designs or specifications provided by or on behalf of Buyer are executed only with the understanding that Buyer releases and agrees to indemnify, defend and hold harmless Precision Label from and against any and all Damages (as defined below) sustained by or against any of them, resulting from, in connection with or relating to any action or threatened action concerning: (i) infringement of the patents, trademarks, copyrights or other intellectual property or proprietary rights of any other person or entity; or (ii) injury to person or property, including death, relating to the drawings, designs or specifications provided by or on behalf of Buyer.

Delivery and Title. Unless otherwise specified by Precision in writing, all deliveries by Precision are EXW Precision’s warehouse (INCOTERMS 2000). Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Precision’s delivery dates are estimates only and subject to timely receipt of signed Product Proof by Precision. Precision is not liable for delays in delivery. Precision reserves the right to make partial deliveries and Customer will accept delivery and pay for the Products delivered. Unless otherwise agreed to by Precision in writing for make-to-order Products, it is Precision’s policy to consider an order complete if Precision ships a quantity that is within 10% of the original quantity ordered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.

Precision’s Limited Warranty. Precision will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Precision by the manufacturer, including any warranties and indemnities for intellectual property infringement. If required by law, Precision warrants that at the time of delivery, the Products shall have the specifications stated by the manufacturer in its published data sheet for the Products for 12 months from delivery of Products. Precision warrants that for a period of 90 days after delivery of the Products to Customer. To the extent permitted by law, Precision makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customer’s sole remedies for breach of Precision’s warranty are, at Precision’s choice: (i) repair the Products; (ii) replace the Products at no cost to Customer; or (iii) refund Customer the purchase price of the Products.

Product Return. Customer may return Products to Precision only with a return material authorization (“RMA”) number issued by Precision. Customer must notify Precision in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy (“Visual Defect”) within 3 days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. RMAs will be issued only for Visual Defects created solely by Precision or the original manufacturer, and only if Customer satisfies the notice requirement. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to Precision within the warranty period detailing the Product defect. Customer must return the Products to Precision freight prepaid.

Limitation of Liability. To the extent permitted by law, neither Precision nor its employees or agents are liable for and customer is not entitled to any indirect, special, incidental or consequential damages; for example, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of customers. To the extent permitted by applicable law, Customer’s recovery from Precision for any direct damages will not exceed the price of the Product at issue. To the extent the preceding limitation of liability is deemed invalid under applicable law, Precision’s total liability in any event will not exceed USD50,000 or the equivalent thereof. Customer will indemnify, defend and hold Precision harmless from any claims based on; (i) Precision’s compliance with customer’s designs, specifications, or instructions, (ii) modification of any Product by anyone other than Precision, or (iii) use of Products in combination with other products.

Force Majeure. Precision is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control, (for example: acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor or materials through its regular sources).
Use of Products. Customer shall comply with the manufacturer’s or supplier’s Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk.

Export / Import. Certain Products sold by Precision and other related technology and documentation are subject to export control laws, regulations and orders of the United States, the European Union, and/or other countries (“Export Laws”). Customer shall comply with such Export Laws and obtain any license, permit, or authorization required to transfer, sell, export, re-export, or import the Products and related technology and documentation.

Product Information. Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product’s specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by Precision on an “AS IS” basis and does not form a part of the properties of the Product. Precision makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Precision recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice.

Electronic Orders. In the event that any part of the purchase and sale of Products utilizes electronic data interchange (EDI), customer’s internal portal or third party portal, or any other electronic means (“Electronic Purchase Order”), this Agreement will continue to apply to the purchase and sale of Products between Customer and Precision.

General. a. This Agreement shall be governed, construed, and enforced in accordance with the laws of the county where the Precision entity that accepted Customer’s Order (“Governing County”) is located. The courts of the Governing County (San Diego) shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. b. Customer may not assign this Agreement without the prior written consent of Precision, and Precision’s affiliates may perform Precision’s obligations under this Agreement. This Agreement is binding on successors and assigns. c. This Agreement can only be modified in writing signed by authorized representatives of both Precision and Customer. d. Precision and Customer are independent contractors and agree that this Agreement does not establish a joint venture, agency relationship, or partnership. e. Precision’s failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions. f. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions. g. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, and Customer will comply with such rights. h. Customer and Precision will comply with applicable laws and regulations.

Disputes. It is the policy of Precision Label to attempt to settle all disputes through alternative dispute resolution techniques and to use litigation only as a last resort to settle any dispute, except in the case of collection of past-due accounts or when other circumstances dictate that litigation is advisable. Customer agrees to make a good faith attempt to settle any disputes arising out of the purchase of the Products by the Customer through the use of alternative dispute resolution before instituting any litigation against Precision Label.