Terms and Conditions of Sale

SENECA LABEL, INC.

Terms & Conditions of Sale

1. PRICE: All prices are subject to change by Seneca Label, Inc., at any time. All prices quoted are exclusive of transportation, insurance, federal, state and local use, sales, property (ad valorem) and similar taxes, excises or charges which may be levied, imposed or charged against Seneca Label, Inc., (whether by Federal, State, Municipal, or other authority) on account of, or upon the sale by Seneca Label, Inc., to Buyer of Seneca Label, Inc.’s products. Buyer agrees to pay such taxes, and when applicable such taxes will appear as separate items on Seneca Label, Inc.’s invoice(s). Unless otherwise stated, all prices quoted are exclusive of any services. All prices quoted are exclusive of special order charges related to minimum order size, non standard order quantities, 45 days of order inactivity, order cancellation, and additional art-time/proofing. All orders are subject to a shipment quantity of +/- 10%, unless specified otherwise by the Buyer. All orders are subject to final approval and acceptance by Seneca Label, Inc., through an authorized representative at North Royalton, Ohio and are not binding on Seneca Label, Inc., unless and until so approved and accepted.
2. PAYMENT TERMS: Products will be invoiced upon shipment. If shipment is delayed by Buyer, Buyer will nevertheless be invoiced by the date when Seneca Label, Inc., is prepared to make shipment. Unless otherwise stated in writing by Seneca Label, Inc., Buyer shall pay all invoices within thirty (30) days from the date of invoice to 13821 Progress Parkway, North Royalton, Ohio 44133. If Buyer requests a shipment to be delayed, Buyer will be invoiced by Seneca Label, Inc., for such products as provided above and Seneca Label, Inc., may thereafter, at its discretion, store and charge Buyer and Buyer shall be responsible for and pay to Seneca Label, Inc., the reasonable storage charges related to the delayed shipment. If any shipment of products is delayed by Buyer for more than ninety (90) days after the invoice date, Seneca Label, Inc. may, at its discretion and upon notice to the Buyer, deliver such stored products to Buyer at Buyer’s sole cost and expense. Any exchange charges for checks returned for non-sufficient funds will be the responsibility of Buyer and charged to its account. If, during the performance hereof, the financial responsibility or condition of Buyer is such that Seneca Label, Inc., in good faith deems itself insecure, or if Buyer becomes insolvent, or if a material changes in ownership of the Buyer occurs or if Buyer fails to make any payments in accordance with the terms hereof, then in any such event, Seneca Label, Inc., shall not be obligated to continue to perform under the contract and may stop products in transit and defer or decline to make any delivery hereunder except upon the receipt of satisfactory security or cash payment in advance or credit card payment, or Seneca Label, Inc., may terminate the order without further obligation to Buyer whatsoever. Buyer may pay for purchased products with a credit card by following the link on Seneca Label, Inc. website located at www.senecalabel.com.
3. DELIVERY AND FREIGHT: All shipments are subject to Seneca Label, Inc.’s availability schedule. Seneca Label, Inc. will make every reasonable effort to meet any delivery date(s). However, Seneca Label, Inc. will not be liable for its failure to meet the quoted delivery date(s) or any delay in performance hereunder due to unforeseen circumstances or causes beyond its control, including but not limited to, acts of God, fires, floods, strikes, or other work stoppages, catastrophes, work conditions, riots, labor, material and which render performance or timely delivery difficult or impossible. All products shall be packed for shipment and storage in accordance with standard commercial practices and, all such packing and storage in accordance with standard commercial practices and, all such packing will conform to the requirements of the carrier or shipper. Seneca Label, Inc. reserves the right to determine the shipping location and type or carrier or shipper on all shipments. Title to the products and risk of loss and damage shall pass to Buyer upon delivery to a common carrier and, if there be no common carrier, upon delivery to Buyer. All prices are F.O.B. shipping point unless otherwise agreed in writing and Buyer agrees to pay all shipping and transportation charges. Shipping charges must be paid freight collect upon delivery or prepaid to Seneca Label, Inc. and added to the price prior to shipment. Any applicable freight allowances are contingent upon prior written notice agreed to by Seneca Label, Inc. All claims for loss or damage in transit must be filed by Buyer with the carrier or shipper. Seneca Label, Inc. will give reasonable assistance to Buyer in collecting loss and damage claims from carrier and shippers by furnishing duplicate invoices, affidavits showing counts when loaded, method of loading, etc. Buyer should, in all cases, immediately report any loss and/or damage to carrier and request inspection in case of damage. On loss claims, Buyer should secure car seal numbers or a signed exemption report from the carrier.
4. EFFECT OF ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS OF BUYER: Seneca Label, Inc.’s Terms and Conditions of Sale as contained herein and any attachments hereto shall take precedence over any additional or different terms and conditions of Buyer and constitute the entire understanding between parties relating to the products purchased hereunder. ACCEPTANCE BY BUYER IS LIMITED TO SENECA LABEL, INC.’S TERMS AND CONDITIONS AND BUYER, UPON PLACING OR ISSUING AN ORDER FOR ANY PRODUCTS QUOTED AND/OR SOLD OR TO BE SOLD BY SENECA LABEL, INC., AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, AS A CONDITION TO SUCH PURCHASE AND SALE OF PRODUCTS. Any additional or different terms and conditions contained in Buyer’s purchase order or response to Seneca Label, Inc.’s quotation shall not be effective or binding unless specifically consented to in writing by Seneca Label, Inc. Neither Seneca Label, Inc.’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s additional terms and conditions.
5. SENECA LABEL, INC.’S WARRANTY AND LIMITATIONS THEREON: Seneca Label, Inc. warrants only at the time of shipment, the products sold hereunder will be as described in the order and that said products are free from defects in material and workmanship for a period of 6 months from the date of manufacture. Seneca Label, Inc. shall not be responsible or liable for any damage to the products sold hereunder, and caused by or attributable to negligent or otherwise faulty storage of such products and upon any such damage the warranty provided hereunder on the products shall be null and void. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, AGREEMENTS, CONDITIONS OR REPRESENTATIONS MADE BY ANY PERSON WITH RESPECT TO THE PRODUCTS COVERED BY THIS ORDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. Seneca Label, Inc.’s liability on account of any warranty or claims of any kind shall be limited to the repair or replacement of the products in question, F.O.B. Seneca Label, Inc.’s shipping point or, at Seneca Label, Inc.’s sole option, a credit to the Buyer of the purchase price paid toward any future product purchases from Seneca Label, Inc. IN NO CASE WILL SENECA LABEL, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM A BREACH OF WARRANTY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF USE OF THE PRODUCT, LOSS OF TIME, INCONVENIENCE, INJURY, LOSS OR DAMAGE TO PERSON OR PROPERTY, COMMERCIAL LOSS, LOSS OF PROFITS, LIABILITIES OF BUYER TO ITS CUSTOMER OR THIRD PERSONS OR OTHER MATTERS NOT SPECIFICALLY STATED, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
6. NOTICE OF CLAIM: In case of a claim by Buyer against Seneca Label, Inc. for a defect in the products or a breach of warranty with respect thereto, Buyer must notify Seneca Label, Inc. in writing of the alleged breach within a reasonable time, which Buyer agrees must be within the warranty period and/or within forty (40) days thereafter. Said notice shall give a full basis for the claim and include a sample illustrating the alleged defect. Seneca Label, Inc. shall have forty (40) days from date of receipt of such notice to inspect or repair or replace the defective products if the claim is allowed. Under no circumstances are the products to be returned to Seneca Label, Inc. unless Buyer has received Seneca Label, Inc.’s written instruction to do so. Furthermore, Buyer shall have no right to deduct the amount of any claim from Seneca Label, Inc.’s invoice unless and until the claim is allowed by Seneca Label, Inc. or adjudicated by proper authority.
7. LIMITATION OF ACTIONS: It is expressly agreed that any action for breach of warranty or other action against Seneca Label, Inc. under this contract shall be commenced within one (1) year and a day after such cause of action has accrued.
8. PAYMENT DISPUTE: ALL DISPUTES AS TO THE AMOUNT(S) OWED HEREUNDER SHALL BE MADE, IN WRITING TO: SENECA LABEL, INC., ATTENTION: ACCOUNTING DEPARTMENT, 13821 PROGRESS PARKWAY, NORTH ROYALTON, OHIO 44133. PAYMENTS WHICH ARE INTENDED BY BUYER TO REPRESENT PAYMENT IN FULL FOR THE PRODUCTS SOLD, AND WHICH ARE LESS THAN THE AMOUNT SHOWN AS BEING DUE SHALL ALSO BE SENT TO THE ABOVE ADDRESS. IF SAID PAYMENT IN FULL CHECK IS NOT MADE TO THE ABOVE ADDRESS THEN, PURSUANT TO OHIO REVISED CODE SECTION 1303.40 THE ACCEPTANCE OF SAID CHECK WILL NOT ACT AS DISCHARGE OF THE REMAINING BALANCE DUE UNDER THIS ORDER.
9. RETURNED PRODUCTS: Products shall not be returned to Seneca Label, Inc. unless prior approval is obtained in writing.
10. MISCELLANEOUS: The provisions of any contract, resulting from quotation or acceptance shall be construed and applied in accordance with the laws of the state of Ohio and shall be deemed to be between merchants. The parties further agree that any dispute relating to the products sold hereunder shall be subjected to the jurisdiction of the Courts of the State of Ohio. Any notices required to be given in writing at the address of each party set forth in the quotation, acceptance or purchase agreement, or such other address as either party may substitute by written notice to the other. Any attempt to assign or transfer any of the rights, duties or obligations hereunder shall render such attempt to assign or transfer null and void. Seneca Label, Inc.’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. The terms and conditions contained herein or in Seneca Label, Inc.’s quotation or proposal attached hereto, if any, shall constitute the entire and complete agreement between Seneca Label, Inc. and Buyer and shall supersede all prior oral or written statements or understandings of any kind whatsoever made by the parties of their representatives. No statement subsequent to the acceptance of this order by Seneca Label, Inc. which purports to modify said terms and conditions shall be binding unless consented to in writing by a duly authorized agent or representative of Seneca Label, Inc. Should any of the terms and conditions contained herein or in Seneca Label, Inc.’s quotation or proposal be held to be invalid, illegal, unenforceable, then only such provisions shall fail and the remainder of the terms and conditions will remain in full force and effect. These terms and conditions of sale are available on and are posted on Seneca Label, Inc.’s website at www.senecalabel.com and if Buyer issues a purchase order to Seneca Label, Inc., and/or purchases products from Seneca Label, Inc., Buyer agrees that as a condition thereof, Buyer accepts Seneca Label, Inc., Terms and Conditions of Sale as provided herein.

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