PAPER WATER BOTTLE TERMS, CONDITIONS & POLICIES (9.4.18)
PRECONDITION OF SALE OF PRODUCTS; SCOPE:
These Terms and Conditions of sale are Paper Water Bottle’s offer to any potential Customer.
This quotation shall be deemed to be accepted and shall be a binding contract for the sale of the products upon the first to occur of the following events: (i) Customer or its agent executing and delivering the acknowledgment copy of this quotation to PWB; (ii) Customer issuance of a purchase order to PWB; or (iii) PWB shipping or delivering the products to Customer. All quotations are made, and orders received subject to applicable rules of government agencies and are subject to final acceptance and confirmation by Paper Water Bottle. These Terms and Conditions of sale are the only agreement binding on Paper Water Bottle with respect to its sale of products to Customer. Further, they expressly supersede and exclude the application of any Customer’s general terms of purchase as well as any other agreements, whether in writing or oral, issued prior to or after issuance of Paper Water Bottle’s invoice for the products ordered, unless otherwise specifically agreed upon in writing signed by an authorized representative of Paper Water Bottle and then the terms will be varied only to the extent of that writing. Each separate order accepted by Paper Water Bottle constitutes a separate contract, and there is no right to set off obligations incurred under one order against any claims related to another order.
PLACING AN ORDER:
Paper Water Bottle requires a written Purchase Order for all Customer orders. Purchase Orders must be in writing and may be emailed to Paper Water Bottle Customer Service at email@example.com. Notwithstanding any other mutually agreed upon provision in a Purchase Order, all Purchase Orders will be subject to these Terms and Conditions.
Paper Water Bottle reserves the right to vary any shipment by up to 10% over, or 5% under, the ordered quantity. Paper Water Bottle’s weights and measures will govern, except in case of proven error. Any product manufactured for a specific Customer with a designated release date, including custom colors and stock items, will be shipped and invoiced the same month as the release date absent unusual circumstances.
Please note: All product images are for illustrative purposes only. The actual product you receive may vary.
Pro forma Invoices:
We regret that we cannot issue a Pro forma invoice without a written Customer Purchase Order. Pro forma invoices are valid for 10 days from the date of issue. The Purchase Order must show:
Date or Order; Company Name; Billing Address; Shipping Address if different; Items Ordered; Description; Quantities; Pricing, including Shipping Pallets and Containers; Certificate Requests or Special Handling or Marking Requirements.
Please contact your Customer Service Representative, or use our convenient online form to request samples of stock items. Paper Water Bottle will usually ship your request within two working days. Shipping and delivery dates are approximate and are given by PWB in good faith, but are not guaranteed unless otherwise specifically agreed in writing. If overnight delivery is required, please provide your UPS, DHL or Federal Express account number for billing; we will try to ship all overnight and second-day service requests on the day they are received if the order arrives before noon US Eastern Time. Sample requests received after noon US Eastern, requests exceeding 8 pieces, and requests for items that are currently out of stock cannot be guaranteed to ship on the same day even when a shipping number is provided. Paper Water Bottle reserves the right to substitute similar bottles and colors when we do not have the exact item requested by the Customer. Customers who cannot accept reasonable substitutions should indicate that substitutions are not acceptable in the “Comments” or “Special Instructions” field on the sample request form. Paper Water Bottle also reserves the right to limit the number of bottles based on available sample room inventory and bottle size.
Paper Water Bottle may publish a price list that generally applies to the products ordered from it. Paper Water Bottle reserves the right to alter prices for individual orders. Certain quantities, products or colors may fall beyond our minimum manufacturing requirement or require the assessment of additional charges. Please consult your Customer Service Representative at firstname.lastname@example.org to determine actual charges for your order.
Upon receipt of a Customer’s Purchase Order signifying their intent to pay for goods rendered, Paper Water Bottle may begin activities to produce the ordered product. Customer may not cancel or change an order placed with and accepted by Paper Water Bottle once production has started on the order or, for orders involving customization, except with the prior written consent of Paper Water Bottle and with terms that indemnify Paper Water Bottle against any loss or damage. All cancellation/change requests must be in writing and emailed to Paper Water Bottle Customer Service at email@example.com. Upon receipt of your request, Paper Water Bottle will endeavor to respond in writing within three (3) business days.
Paper Water Bottle’s minimum order is $500.00 per shipping address. If the $500.00 figure is not met, a $75.00 processing fee will be added to the invoice.
Labeling Set up charge:
There is a minimum $500.00 Set Up Charge to prepare and run samples on any custom labeling. Labeling may be performed by a third-party service.
Paper Water Bottle’s standard colors are listed below. For non-standard color, there may be an additional charge:
Liner made from rPET: Natural.
Thermoformed Molded Pulp: Natural
Purge Charge for Colors or Additives:
Custom colors or special additives require a minimum order of 100,000 pieces. For quantities greater than 100,000 pieces but less than 300,000 pieces, Customers will be charged a $500.00 purge charge per color. For orders between 300,000 and 500,000 pieces, a $350.00 color purge charge will apply. For orders of 500,000 or more pieces in a custom color or special resin, Paper Water Bottle will waive the purge charge. Standard colors for all items are listed in Paper Water Bottle’s Price List.
All taxes, charges, fees and other levies imposed by federal, state or local government on the manufacture, sale, shipment or use of Paper Water Bottle products (other than income and excess profit taxes) will be paid by the Customer. Unless a Customer provides a Certificate of Exemption, Paper Water Bottle is required to invoice, collect and remit Kentucky state sales tax. Certificates of Exemption must be presented prior to order completion and shipment to avoid inclusion of sales tax.
TERMS OF PAYMENT:
Customer may make a deposit at the time of the order as negotiated with PWB Sales. The balance of the payments to be made to Paper Water Bottle without discount within 15 days after date of invoice for all domestic shipments, provided that for new accounts, the first order must be paid for in advance, preferably with a Credit Card (Visa, MasterCard, Discover, or American Express) unless waived by PWB Sales. International shipments must be paid in full by credit card or wire transfer at the time of order, unless other arrangements have been agreed to by Paper Water Bottle. All invoices past 15 days will be subject to a 1.5% interest charge per month until paid in full, or at the highest rate allowed by applicable law if lower. In any action by PWB against Customer to collect payment, Customer shall pay or reimburse PWB for any and all costs and expenses, including, without limitation, reasonable attorneys fees, incurred by PWB in connection with such action. Except for Customers whose account activity is less than $10,000 per month, payments for domestic shipments must be made by check addressed to:
Paper Water Bottle
65 Cummings Dr.
Walton, KY 41094
Customers whose account activity is less than $10,000 per month may pay by credit card (Visa, MasterCard, Discover or American Express) at the time the order is placed. Contact Paper Water Bottle Customer Service at 859-534-PURE for bank details if remitting by wire transfer.
Until invoice is paid in full, Customer hereby grants PWB a security interest in all products and prepayments that are evidenced by this invoice. If payment is not made as provided herein, or if Customer’s financial responsibility becomes unsatisfactory to Paper Water Bottle, Paper Water Bottle may, at its option, elect any one or any combination of the following remedies (1) withhold future deliveries of goods to Customer until a failure has been cured or Customer’s financial responsibility has been established to Paper Water Bottle’s satisfaction; (2) require payment in advance as to future deliveries; (3) demand and receive return from Customer of any goods under this or any other invoice for which payment has not been made; (4) transfer to its general stock, scrap, or resell for any prices and on any terms Paper Water Bottle may choose any undelivered product for which Paper Water Bottle has not been paid, and (5) cancel its acceptance of the order. The remedies contained in this paragraph are not exclusive and will be in addition to any other remedies available to Paper Water Bottle under applicable law.
Unless otherwise stated by Paper Water Bottle in writing, all domestic deliveries will be FOB (UCC terms) and all international deliveries will be Ex Works (Incoterms 2010) in either case from the Paper Water Bottle facility producing the order or a third-party fulfillment location specified by Paper Water Bottle. All risk of loss to products sold will pass to Customer upon delivery to the carrier at the Paper Water Bottle appointed facility. Shipping and delivery dates are approximate and are given by PWB in good faith, but are not guaranteed unless otherwise specifically agreed in writing. Paper Water Bottle will not be liable for any delay in the performance of orders or contracts or in the delivery or shipment of products or for any damages suffered by Customer by reason of such delay unless it is caused by the gross negligence of Paper Water Bottle. Customer shall reimburse PWB for all storage, mooring, drayage and inventory expenses incurred by result of such a delay. All export and import duties, fees, permits, licenses, etc. for products delivered outside of the country in which Paper Water Bottle manufactured them will be the responsibility of Customer.
Customer will be obligated to receive product within 30 days from latter of the order request date or date when the production order is completed at Paper Water Bottle. If Customer does not arrange for transportation to ship the product during this timeframe; Paper Water Bottle reserves the right to invoice Customer for the value of the product at that time or release the product to be sold elsewhere.
Customer acknowledges that PWB has informed it that US law and US Export Administration Regulations govern, and may prohibit the reexport or other disposition of products and related technical data received by Customer or its Customers without prior US government approval. Customer agrees that diversion of products from destinations identified in the shipper’s export declaration constitutes a fundamental and material breach under these Terms and Conditions and the quotation. If products are diverted from intended destinations, the sale may be voided in the sole discretion of PWB, and all right, title and interest in products shall revert to PWB. In the event of such breach, Customer shall be liable to PWB for all costs, fees and expenses incurred by PWB in connection with recovery of products, including reasonable attorney fees. Customer agrees and warrants that in performance of its obligations under these Terms and Conditions and the quotation, it will comply with US Foreign Corrupt Practices Act.
Shipping and Packing Details:
Paper Water Bottle uses a variety of stock carton sizes depending on the size and weight of the bottles being packed; please consult with Paper Water Bottle Service to determine the size and weight of the cartons if you have questions.
Freight Classification =125 Harmonized Tariff Classification 3923.30.0000 Carboys, Bottles
Paper Water Bottle has two primary methods, selected at the discretion of Paper Water Bottle, of packaging our bottles:
Tumble Pack – bottles are randomly packed in the carton
Stack Pack – bottles are placed in the carton in rows and layers
Orders requesting deviations from standard packing are subject to a 10% upcharge to cover the additional labor cost.
Pallet and Container Charges:
All pallets and containers used for delivery of products will be billed at the rate equivalent to Paper Water Bottles actual cost to acquire and use, unless otherwise stated in writing by your Paper Water Bottle Sales Representative, prior to ordering.
Due to limited dock space, all carriers are required to call in advance to establish a dock appointment. We recommend calling 24 hours in advance of the shipment. Our normal shipping hours are: Monday – Friday 8:00 A.M. to 4:30 P.M. local time. Advance confirmation is required for other hours.
Orders shipping from our Walton, KY manufacturing plant will be available at:
65 Cummings Dr. Suite B
Walton, KY 41094
Within fifteen (15) days after Customer’s receipt of products, Customer must give written notice to Paper Water Bottle of any claim by Customer based upon condition, quality or grade of products or of any claimed nonconformity with product specifications. Customer’s failure to comply with this policy will constitute irrevocable acceptance by Customer of such products and will bind Customer to pay Paper Water Bottle for the full price of such products. Accepted products may not be returned for any reason without Paper Water Bottle’s written consent. Requests for authorizations should be directed to Paper Water Bottle Customer Service by email at firstname.lastname@example.org.
WARRANTY AND LIABILITIES:
Paper Water Bottle warrants it has title to products until delivered hereunder and may properly sell the same to Customer, that such products will conform to Paper Water Bottle’s product specifications, and that all items delivered shall be free from manufacturing defects in materials and workmanship, and associated packaging when departing from producing plant and transferred to carrier or warehousing agent(s). Paper Water Bottle MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, CONCERNING THE PRODUCT OR THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PURPOSE. PAPER WATER BOTTLE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCE TO THE CUSTOMER FOR ECONOMIC, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS AND ANY OTHER LOSS CAUSED BY A DEFECT OR NON-CONFORMITY IN ANY OF THE PRODUCTS, WHETHER OR NOT CAUSED BY NEGLIGENCE, AND ASSUMES NO RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCT EITHER SINGLY OR IN COMBINATION WITH OTHER MATERIAL. Customer assumes the responsibility to analyze Paper Water Bottle product and to test Customer’s product compatibility and performance with Paper Water Bottle products, and Paper Water Bottle will have no liability for the consequences of Customer using products that are not compatible. Seller makes no warranty that the product depicted or described herein are fit for specific users or have a specific shelf life. Any Paper Water Bottle recommendations or suggestions regarding end uses and methods of use are offered only as recommendations based upon industry experience, and do not constitute a guarantee of performance with any product or package.
Customer represents that it is familiar with the characteristics of the products it purchases from Paper Water Bottle and assumes all responsibility and liability for and will indemnify and hold Paper Water Bottle harmless from any and all loss or injury to persons or property arising out of handling, use or possession of product delivered to it. BUYER AGREES TO CLEAN CONTAINERS AND CAPS THAT BUYER DEEMS SUITABLE FOR EDIBLE, RESPIRED OR VAPORIZED PRODUCTS BEFORE FILLING. CUSTOMER PROSPECTIVELY WAIVES AND AGREES NOT TO ASSERT ANY CLAIM OF ANY KIND, WHETHER BASED ON DELIVERY OR NON-DELIVERY OF PRODUCT OR ON TORT (E.G. NEGLIGENCE OR STRICT LIABILITY) THAT IS GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE QUANTITY OF PRODUCT TO WHICH SUCH CLAIM RELATES.
Any action on a breach of PWB’s obligations under these Terms and Conditions or the quotation must be commenced within one year of shipment date. PWB’s warranty does not apply to any products to the extent they have been subject to (1) other than normal wear and tear, or (2) improper use, improper storage, tampering, negligence, abuse or accident.
Any Customer desiring to return product to Paper Water Bottle, please contact your Customer Service Representative for a Returned Goods Authorization (RGA) number and instructions. A Customer will need prior authorization before any claim or credit will be considered. Consistent with the Terms and Conditions of Sale above, Paper Water Bottle is responsible for replacement of bottles only once it is determined and agreed that they are not within specification or an acceptable quality level.
Within fifteen (15) days after customer’s receipt of products, customer must give written notice to Paper Water Bottle of any claim by customer based upon condition, quality or grade of products or of any claimed nonconformity with product specifications. Customer’s failure to comply with this policy will constitute irrevocable acceptance by customer of such products and will bind customer to pay Paper Water Bottle for the full price of such products. All returns and/or claims must be made within 30 days of receipt and must be pre-authorized. Please contact customer services representatives at (859) 534-7873 for a Return Authorization (RA) number. This RA number must be clearly visible on all packages being retuned. Unauthorized returns shipped freight collect or COD will be refused. If a return is requested for reasons other than a quality concern, approval to return will be determined in part based on if the product is a stock or made-to-order product. If the product is a stock product, the Customer is responsible for the freight to the original FOB point and Paper Water Bottle will charge a 25% restocking fee if the product is returned in sellable condition. If the product needs to be repackaged, an additional 25% fee will be assigned. Made-to-order product may be considered for return if other commercial outlets are available. If options are identified, product may be returned but may be subject to return charges similar to those listed above for stock products.
We kindly ask that Customers speak with our Customer Service Department prior to issuing debit memos to Paper Water Bottle. This should be done within five (5) days of delivery. We can then determine if a debit memo is the best course of action to be taken. Please make sure to receive a Returned Goods Authorization (RA) number for a debit memo from Customer Service.
INTELLECTUAL PROPERTY RIGHTS:
Paper Water Bottle has no knowledge of Customer’s intended uses but has provided products based solely upon information furnished to Paper Water Bottle by the Customer. Paper Water Bottle makes no representations or warranties to the Customer regarding any infringement of intellectual property rights (or the absence thereof) resulting from the use of the Products. Paper Water Bottle reserves all intellectual property rights it may have in the products. All intellectual property rights with respect to any design and/or invention conceived or first reduced to practice, by Paper Water Bottle in connection with Paper Water Bottle products will remain the property of Paper Water Bottle. All drawings, illustrations, dimensions, specifications performance projections, designs, plans, computations, and descriptions prepared by Paper Water Bottle in connection with any work quotations, or contracts, whether of products or general engineering or other arrangements are Paper Water Bottle property and must not be copied or disclosed to any other persons or used for any purpose whatsoever without Paper Water Bottle’s prior written consent.
In the case of products manufactured, packaged or customized in accordance with Customer’s designs or specifications, or which employ materials of Customer’s design or designation, Customer will hold harmless and indemnify PWB from any judgment, claim, cause of action, loss or other expense, including legal fees and associated costs or fines, caused or arising out of the actual or alleged infringement of any patent, trademark, trade name or suit in the nature of unfair competition.
FDA APPROVED RESINS:
Paper Water Bottle uses only FDA approved resins in the manufacture of our bottles.
CERTIFICATES OF ANALYSIS:
Requests for Certificates of Analysis, other documentation, marking, or alternate product specifications, must be made in writing at the time of order.
Any waiver by the parties of strict conformance with any of the Terms and Conditions of this Agreement will not be a waiver of any subsequent failure to comply with such Terms and Conditions.
PWB may (without prejudice to its other rights or remedies) terminate or suspend PWB’s performance of the whole or any outstanding part of this quotation while investigating any claim relating to prior shipments (under any quotation) of products or in the event of any of the following circumstances: (i) Customer fails to take delivery of or to pay for the products as required herein, or breaches any other term of this quotation or any other agreement between PWB and Customer; (ii) PWB becomes bankrupt or insolvent or if a receiver takes possession of any material part of Customer’s assets; or (iii) reasonable grounds for insecurity arise with respect to the performance by Customer of its obligations under this quotation, and PWB so notifies Customer.
ENTIRETY OF CONTRACT:
This Agreement and attachments contain the entire understanding between the parties, and supersede any other understanding arrangements whether oral or written except for any written agreement between Customer and Paper Water Bottle which refers to this section and specifies those portions of this Agreement which are subordinate to any such written agreement. PWB expressly rejects all amendments to these Terms and Conditions unless otherwise specifically agreed upon in writing by a duly authorized representative of PWB. No term or condition found inconsistent with the above shall be deemed accepted or an amendment hereof reason of any writing, email or conduct of the parties. No employee or agent of PWB has the authority to make representation, agreement or promise that enlarges or varies the Terms and Conditions contained herein, except by prior written signed directive by an authorized officer of PWB.
Customer agrees to indemnify and hold PWB free and harmless at all times from and against any and all claims and liabilities (including attorney’s fees) arising from Customer’s breach of the terms of these Terms and Conditions and the quotation.
This Agreement will not be assigned by Customer without prior written consent of Paper Water Bottle.
Neither party will be liable for any failure or delay in performance hereunder which may be due, in whole in part, to fire, explosion, strike or labor difficulty, accident, breakdown of machinery or equipment, curtailment in the supply of natural gas, whether pursuant to actions or proceedings already or hereafter commenced, inability to obtain power, labor or materials from normal sources of supply, transportation or handling accidents or delays, act of God, act, order, regulation or request of government or other public authorities, war, riot, or civil disorder or any other cause or causes, of any nature beyond the control of the party affected. In the event of curtailment of supply of product due to any causes, Paper Water Bottle will have the right to apportion deliveries of product on such basis as may appear to it to be equitable. Any accepted order which, due to any such causes will not yet have been completed, may be cancelled by either party with respect to product not then delivered.
This Agreement will be governed by and construed under laws of the State of Kentucky. This is a Kentucky contract; Kentucky law, excluding conflict of laws rules, shall govern its construction, execution, performance and remedy. Customer expressly confers jurisdiction on any Kentucky court or competent subject matter jurisdiction for the enforcement of performance or for remedy in event of breach of any contract arising out of this invoice or the order represented by it.
Should you have questions or comments about our products or our company please contact your Customer Service Representative at 859-534-PURE or Sales@PaperWaterBottle.com.