Terms and Conditions of Sale and Delivery
These Terms and Conditions of Sale and Delivery (hereinafter “T&C”) shall apply to the sale and delivery of all goods and services from Global Pack Source, LLC (GPS) to the Customer. Deviations from these T&C and/or acceptance of Customer’s conditions have to be expressly acknowledged in writing by GPS.
The present T&C shall remain in force also if they are not sent with the goods or services, but have been brought to the Customer’s attention in another manner.
All agreements and legally relevant declarations by the contracting parties are valid only if made in writing. In the event of conflict between contractual provisions agreed in writing and these T&C, the contractual provisions shall prevail. A contractual obligation shall be binding only if GPS has confirmed an order in writing or if GPS has executed the order.
2. Pricing, Payment and Delivery Terms
The offered price can be listed in a Price list or in individual quotes issued by GPS. If the prices are given in a valid quote, the prices are fixed for the period agreed in the price list, but with a possible adjustment by GPS with a 3 months’ notice period if raw materials increased more than 5% during last 3 months. The costs (if applicable) of tooling, set-up and other services are defined in individual quotes and/or price lists for those products or services.
Unless otherwise stated in the order confirmation or individual quotes, the prices are based on sea delivery FOB NJ.
If not otherwise specified in individual quotes issued by GPS, payment terms on all first orders is 50% upon placement/50% upon delivery. All subsequent orders are net 30.
3. Quotes & Orders
The Quotes are not binding if they are not confirmed with an order confirmation or otherwise expressly confirmed in writing by GPS.
The validity of any quote cannot exceed the period of 90 days from the issue date of the quote unless expressly confirmed in writing by GPS.
Reservation of Title:
All goods and services sold to the Customer shall remain the property of GPS until the terms of the contract are fulfilled and all payment obligations are discharged. All payments shall be made as agreed in USD without any withholding or deduction. Payments can be made by check or wire transfer.
Product Specification & Artwork:
Before starting any production of ordered products, artwork and samples (where applicable) shall be supplied to GPS in the form and content as requested by GPS. Final technical requests and graphics (design files)
have to be confirmed in writing by the Customer, before starting any production. Production will be based off client signed artwork. Any changes made after the receipt of signed artwork are the financial responsibility of the client.
Quantity Deviations in Supply:
Due to the production limitations to assure the exact number of products ordered, GPS reserves the right to deviate from the ordered and confirmed quantities by +/- 10%. Any deviations above 10% need to be approved by the customer.
Delay in delivery:
GPS will use its best endeavors to assure the completion of the confirmed delivery date but in case that GPS is delaying the confirmed delivery date, GPS will advise the customer of the revised delivery date. The Customer shall accept the delivery or compensate GPS for the amount of the value of the canceled order. GPS does not accept any penalties for the delayed deliveries.
4. Framework agreements, Call‐off agreements and long-term orders
Contracts exceeding twelve months or contracts of unlimited duration: In case of substantial increase of production cost (labor, energy, shipping or materials), GPS shall be entitled to request a reasonable adjustment of the price, with a notice period of 3 months, unless otherwise agreed.
Quotes for non‐binding Call‐off agreements:
If no binding order quantities were agreed on, GPS cost estimate will be based on the target quantities agreed on. If the order falls short of the order quantity or target quantity by more than 10 %, GPS shall be entitled to a reasonable increase of the price per item.
In the case of call‐off supply contracts, GPS must be notified by call‐ forward notice of binding quantities at least three months prior to the date of delivery, unless otherwise agreed. In this case, we will be discharged from our supply obligation if the call‐forward notice is not received in good time for reasons for which the customer is responsible.
Termination of timely unlimited agreements:
Contracts of unlimited duration may be terminated by either contracting party with a notice period of six months, unless otherwise agreed.
5. Order Cancellation or Change of Order Quantity:
Confirmed order change:
The Customer is entitled to cancel part or a complete confirmed order but agrees to compensate GPS for the amount of the canceled order, payable within 5 working days of the date of cancellation, except if agreed and confirmed differently in writing.
Default in accepting agreed and confirmed delivery:
If the Customer should not accept a produced, agreed and confirmed delivery, the Customer agrees that GPS shall invoice and deliver the ordered goods after 30 days from the requested and confirmed delivery date to Customers’ address (in case if GPS is the logistic responsible) or just invoice and keep the goods in GPS warehouse until the customer will pick up the goods (in case if Customer is the logistic responsible). For every additional month in storage, after invoicing the goods, GPS will charge a monthly fee of $300/ Pallet until the customer picks up the goods.
6. Quality Assurance
GPS guarantees all our products will be delivered as written on the client purchase order. We recommend doing fill and stability tests prior to placing full orders.
6.1. Shelf life of Aluminum tubes
The shelf life concerns a guarantee that aluminum tubes keep their original quality after the enclosed minimum specified storage time.
This is related to tubes that have been not filled with the corresponding content. Even after this period the tubes could be still within the required quality but to confirm this, GPS shall conduct a quality check to verify this.
If proper storage conditions for aluminum tubes (see 6.2.1) are not observed by the customer, GPS cannot accept any liability for loss of tube’s original quality, resulting in processing problems during filling as well as a possibility of reduced shelf life of the packed product.
GPS guarantees a constantly high quality of aluminum tubes over a period of 12 months (for aluminum tubes with latex ring or heat‐seal lacquer) and 24 months (for aluminum tubes without latex ring or heat-seal lacquer) after manufacturing date, provided that the tubes are stored as follows:
6.2.1. Storage of Aluminum tubes:
- in normal temperature conditions (> 50° F and < 85° F for aluminum tubes with latex ring; > 50° C and < 80°C for heat‐seal lacquered aluminum tubes)
- in a place which has a humidity of 40‐60% and which is protected against direct sunlight
- in clean place free of contamination
- in a way that the stacking of the cardboard boxes which contain the tubes does not lead to any deformation of tubes
- in their original transport packaging
6.3. Quality documentation and retained samples
GPS will keep quality documentation and samples, for each produced batch, for period of 6 years after production date. Archive samples and documentation will be used in case of analysis or on customer request.
7. Warranty Claims Informing GPS about the claim:
The Customer shall be obliged to give written notice of any visible defect within 10 working days from receipt of goods
The Customer is obliged to provide the following information to GPS:
- Invoice & packaging list
- Quantity of products for
- Batch (control)
- Description and analysis of non‐conformity.
- Photos & samples (in case of quality claim).
The limitation for warranty claims shall be 12 months from the receipt of goods.
Limitation of Liability for Product Defects:
If non‐conformity of the delivered products is confirmed by GPS, GPS can at its discretion, replace the defective product, or if possible, remedy the defect. In any case GPS shall bear the cost only to the amount of purchase value of defective products.
Chemical and physical reaction among the filling and the product:
GPS is not liable for the potential negative chemical and physical reaction among the filling and the product. It is expressly agreed among the parties that prior to the commencement of the production of ordered products, the Customer must conduct testing that will ensure the compatibility of the product with the filling (migration, diffusion, and compatibility of the coatings used on the product with the filling, etc.). These tests cannot be carried out by GPS as the know-how of the filling and the filling conditions are known only to the Customer or are mastered by it.
If the Customer fails to provide suitable testing as described above, and any negative chemical and physical reaction among the filling and the product is caused, GPS is not liable for any claims and damages from either the Customer and/or third parties.
GPS’s liability to the Customer whether arising under contract, tort (including negligence), statutory duty or otherwise for any loss or damage shall at the GPS’s option be limited to recovery of direct damages not exceeding the cost of repair or replacement or re‐supply of the Products or equivalent products or the re‐supply of the Services (as the case may be). GPS shall in no event be liable to the Customer for any indirect, economic, incidental, special or consequential loss including, without limitation, loss of profits or goodwill or anticipated savings or revenue or contracts, whether or not GPS has been advised of the possibility of such loss.
All the agreed Terms should be considered confidential and should be treated according to the common rules of keeping business secrets. GPS and Customer are both equally responsible to follow this obligation. Except with GPS’s prior written consent Customer shall not disclose any information or data relating to the marketing and sale of Products, or to the trade secrets, techniques, technology, business affairs, methods or activities of GPS or its related companies or subsidiaries and shall take all appropriate measures to ensure compliance with this provision by its staff, employees and workers.
9. Intellectual Property
All writings, specifications, drawings, designs, copyright material, inventions (whether or not patentable), improvements, discoveries, developments and all works of authorship created by the GPS in the supply of Products, including all worldwide rights therein under patent, copyright, trade, secret, confidential information or other intellectual property rights (collectively, the “Intellectual Property”) are the sole property of the GPS.
10. Force Majeure
For the purposes of this T&C “Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock‐out or other form of industrial action). Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, due to any delay in performance, or the non‐performance, of any of its obligations under, to the extent that the delay or non‐performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.