All quotations, acknowledgments, invoices, shipments, and sales by FH Packaging are expressly conditioned upon Buyer’s acceptance of these Terms & Conditions of Sale. Submission of a purchase order, acceptance of goods, or payment of any invoice constitutes Buyer’s full acceptance of these Terms & Conditions.
Any additional, inconsistent, or conflicting terms proposed by Buyer are expressly rejected and shall not apply unless specifically agreed to in writing by an authorized officer of FH Packaging.
All forecasts, blanket orders, releases, purchase commitments, and estimated demand schedules provided by Buyer shall constitute material and binding representations upon which FH Packaging relies for production planning, inventory procurement, supplier commitments, labor allocation, warehousing, import scheduling, and capacity reservation.
Buyer acknowledges and agrees that FH Packaging may, in reliance upon Buyer forecasts and purchase commitments:
Unless otherwise expressly agreed in writing by FH Packaging:
Buyer shall be fully liable for and agrees to purchase and pay for all costs, expenses, liabilities, and commitments incurred by FH Packaging in connection with Buyer forecasts, orders, or anticipated demand, including but not limited to:
Buyer may not delay, suspend, push out, cancel, reschedule, or reduce releases for inventory already ordered, imported, manufactured, or committed by FH Packaging without FH Packaging’s prior written consent.
Any forecast reduction, forecast change, cancellation, delayed release, rescheduling request, or shipment postponement may, at FH Packaging’s sole discretion:
Buyer acknowledges that title to inventory may transfer and invoicing may occur prior to physical shipment where inventory has been purchased, produced, imported, or allocated specifically for Buyer.
The remedies provided in this Section are cumulative and in addition to all rights and remedies available under Section 8 and applicable law.
All purchase orders submitted by Buyer are irrevocable upon written acceptance by FH Packaging.
Orders for custom, printed, decorated, private-label, made-to-order, or special-order products may not be canceled, modified, returned, or refunded after:
Any requested modifications are subject solely to FH Packaging’s approval and may result in:
FH Packaging reserves the right to ship and invoice reasonable overages or underage consistent with industry manufacturing tolerances.
Buyer acknowledges and agrees that it is solely responsible for evaluating, testing, validating, and determining the suitability, safety, compatibility, and fitness of all products supplied by FH Packaging for Buyer’s intended use, filling process, formulation, storage conditions, transportation, labeling, and end-use application.
Buyer further acknowledges that FH Packaging:
Buyer shall independently conduct all necessary testing, including but not limited to:
Buyer assumes all risk and liability arising from:
FH Packaging specifically disclaims liability for damage or injury resulting from the use of products with:
Buyer agrees to indemnify, defend, and hold harmless FH Packaging against any claims, damages, losses, liabilities, costs, or expenses arising from Buyer’s use, distribution, or resale of products supplied by FH Packaging.
Buyer is solely responsible for:
Approval of proofs, drawings, renderings, or production samples by Buyer constitutes full acceptance of product specifications.
FH Packaging shall not be liable for:
Quoted pricing is subject to change due to increases in:
FH Packaging reserves the right to adjust pricing on open orders, blanket orders, or future releases upon written notice to Buyer.
All quoted lead times are estimates only and are dependent upon:
FH Packaging shall not be liable for delays caused by:
Delivery dates are estimates only and are not guaranteed unless expressly agreed to in writing.
Buyer agrees to timely release all inventory, finished goods, and products according to agreed forecasts, release schedules, shipment windows, and purchase commitments.
FH Packaging may procure, import, receive, manufacture, decorate, warehouse, or hold inventory based upon Buyer forecasts, blanket orders, purchase orders, projected demand, or release schedules. All such inventory shall remain Buyer’s sole financial responsibility once procurement, production scheduling, importation, or manufacturing activity has commenced.
Unless otherwise agreed in writing, FH Packaging may hold finished goods inventory for up to thirty (14) days following production completion or receipt into FH Packaging inventory.
Any inventory forecasted, ordered, allocated, imported, produced, or received on Buyer’s behalf that remains in FH Packaging’s warehouse for more than fourteen (14) calendar days following receipt from FH Packaging’s factory, supplier, or production facility shall be subject to inventory carrying charges.
Beginning on the fifteenth (15th) calendar day following receipt of inventory into FH Packaging’s warehouse, FH Packaging reserves the right to assess a carrying charge equal to $25.00 dollars per pallet per month of the invoiced, committed, or allocated inventory value, accruing monthly until inventory is released, shipped, transferred, disposed of, or otherwise removed from FH Packaging’s possession.
Such charges are intended to compensate FH Packaging for:
If Buyer fails to timely release inventory, FH Packaging reserves the right, without limitation, to:
Storage fees, carrying costs, and all related charges shall continue to accrue, whether invoiced or not regardless of whether Buyer has taken physical possession of the inventory.
Inventory remaining unreleased, unpaid, or unshipped for more than ninety (90) days following written notice to Buyer may be deemed abandoned by FH Packaging. FH Packaging may thereafter dispose of, liquidate, recycle, or destroy such inventory without liability and without relieving Buyer of any payment obligations.
Buyer expressly acknowledges and agrees that Sections 2 and 8 are material terms of sale and are intended to allocate all forecast, inventory, storage, obsolescence, and carrying risk to Buyer once FH Packaging has relied upon Buyer forecasts, purchase orders, or release commitments.
All invoices are due according to approved credit terms.
Late payments may result in:
Past due balances shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law
No Setoff or Chargebacks
Buyer shall not withhold, offset, deduct, charge back, recoup, or otherwise reduce any amounts owed to FH Packaging without FH Packaging’s prior written consent. Any disputed amounts shall not relieve Buyer of its obligation to timely pay all undisputed invoices in full.
Buyer shall be responsible for all costs of collection, including:
FH Packaging retains a security interest in all goods sold until paid in full.
No returns shall be accepted without prior written authorization and issuance of a Return Merchandise Authorization (RMA).
Claims for shortages, defects, or nonconforming goods must be submitted in writing:
Failure to provide timely notice constitutes irrevocable acceptance of goods.
No returns shall be accepted for:
Approved returns may be subject to inspection, 25% restocking fee, and freight charges.
All shipments are F.O.B. FH Packaging’s shipping point unless otherwise agreed in writing.
Title and risk of loss transfer to Buyer upon delivery to carrier.
Buyer is solely responsible for:
FH Packaging shall not be liable for carrier-related loss, delay, theft, or damage occurring after shipment.
FH Packaging DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
FH Packaging’s total cumulative liability arising from any claim shall not exceed the purchase price of the affected goods.
Under no circumstances shall FH Packaging be liable for:
FH Packaging shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to:
These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
Any legal action arising from transactions with FH Packaging shall be brought exclusively in the state or federal courts located in California, and Buyer consents to such jurisdiction and venue.
