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HART PRINT INC. TERMS AND CONDITIONS OF SALE
Any sale of products to you or your company (“Buyer”) under a Hart Print Inc. (“Hart Print” or “Seller”) quotation, invoice, or contract or Buyer’s Purchase Order shall be governed by these terms. Hart Print is an affiliate of Ardagh Metal Beverage USA Inc., a Delaware Corporation with its headquarters located at 8770 W. Bryn Mawr Ave.,Chicago, Illinois 60631 These terms and any sales confirmation comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Any proposal or offer by Buyer with additional or different terms will be considered as a material alteration of the terms of this document, which alternation shall not be accepted, even if not objected to or rejected by Seller in writing, but such Buyer proposal or offer shall be accepted by Seller without such additional or different terms. Fulfillment of Buyer’s order does not constitute acceptance of any additional or different terms and does not serve the modify or amend these terms.
PRICE AND PRICE CHANGES: Prices (including freight) may be increased at any time by Seller without prior advance notice and Buyer shall pay prices in effect at time of delivery unless superseded by a separate written agreement between Buyer and Seller.
NON-REFUNDABLE: Buyer agrees and acknowledge that all sales of lids, cardboard trays, and can holders are FINAL and NON-REFUNDABLE. In no event shall Seller be responsible for returns or refunds or any lids, cardboard trays, or can holders.
SPECIFICATIONS: For all Hart Print cans (“Cans”), Buyer agrees to ensure the following: a) Liquids are not held in the Cans for over 365 days; b) Air content, measured in cubic centimeters of air, after filling and sealing does not exceed 3.8 cc when using the Zahm Nagle test method. If measured by a method which quantifies Dissolved Oxygen, maximum level of Dissolved Oxygen is 1000 ppb at time of filling; c) Carbonation level, after filling and seaming, does not exceed 4.0 volumes measured at room temperature (72° F) using the Zahm Nagle test method; d) Prior to filling, Cans are stored in a manner which protects them from solid, airborne and flavor contamination, moisture and exposure to UV light sources; e) Filled product does not contain more than any of the following substances: 0.3 ppm copper, 50 ppm chloride, or 80 ppm Red Dye #40; f) Hot fill temperature is less than 195°F; g) For retorted or pasteurized products, the pH of the process water must be maintained between 6.5 and 7.5; h) Maximum internal pressure as a function of temperature and time that is generated during processing and storage does not exceed 90 psi; i) Filled product temperature must be maintained between 32°F and 100°F during commercial distribution and anytime thereafter; j) Filled Cans are properly rinsed, warmed (above dew point, properly dried) and stored in a dry condition, especially if Cans are stored in shrink-wrapped packaging; k) There are no perforations in the Cans due to stress score corrosion, cracking, secondary (outside to inside) corrosion or dome staining; l) Any leaking or damaged product found among filled Cans is promptly removed and reworked to remove any secondary packaging material and the cans that were in the wet secondary packaging, to separate such leaking, damaged or wet product to prevent secondary damage or leakage; m) Finished goods are handled, maintained and stored during transportation and warehousing in a manner to prevent damage; n) Filled Cans are maintained at an appropriate internal pressure, equivalent at 70°F to between 10 psi and 60 psi; o) Fill volume does not exceed 2 ml over the Can’s stated volume. If there is any doubt regarding product compatibility with Can liners, it is recommended that Buyer send its product for testing. Click here to begin the product testing process.
WAIVER OF CLAIMS: To the extent permitted by law, Buyer hereby expressly waives any and all claims of any kind, whether in contract or tort, against Seller or any of Seller’s affiliates, officers, directors, employees, agents, successors or assigns, based on any theory whatsoever related to any damages caused by Buyer’s failure to adhere to the Specifications as set forth in the preceding section. ADDITIONALLY, SELLER SHALL HAVE NO LIABILITY WHATSOVER FOR CLAIMS ARISING OUT OF CAN FAILURE ON GOODS WHERE THE CLAIM IS MADE AFTER THE CANS HAVE BEEN LOADED ONTO A CARRIER, WHETHER FILLED OR UNFILLED, (AT THE PORT OF EMBARKATION) FOR EXPORT SHIPMENT, OR ONCE CANS ARE ON TRUCKS HAVE THAT HAVE LEFT CANADA OR THE CONTINENTAL UNITED STATES, AS THE CASE MAY BE.
WARRANTY DISCLAIMER: THE SELLER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE..
LIMITATION OF LIABILITY: IT IS EXPRESSLY UNDERSTOOD THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT..
In addition to the foregoing limitations, Seller shall have no liability of any nature to Buyer, for any loss or damage to the extent resulting from any alleged defect of any component, packing, handling, storing, using or distributing empty or filled Cans or lost profits or consequential, special, punitive or indirect damages of any nature whatsoever. Seller shall not be liable for any claim until notice in writing of the claim, together with representative samples (or other appropriate proof) of any claimed unsatisfactory goods, are received by Seller by the earliest of 1) thirty (30) days after discovery of the alleged defect for which the claim is made; 2) sixty (60) days after the alleged defect reasonably should have been discovered; or 3) twelve (12) months after shipment of Cans by Buyer. Buyer shall permit Seller to verify disposition of claimed unsatisfactory goods and any other associated costs included in Buyer’s claim. If Buyer does not initiate legal action against Seller within two (2) years after a claim arises, such claim shall be barred notwithstanding any statutory limitation period to the contrary. All claims for shortages of Cans, pallets or other materials sold to the Buyer must be presented to Seller within seven (7) days after receipt by Buyer.
Upon notice from Seller, Buyer shall, at its own expense, settle or defend any dispute or action against Seller 1) alleging infringement of trademark, trade name or copyright on goods, or 2) relating to the label, and Buyer shall indemnify Seller against any resulting claims, damages or expenses.
MISCELLANEOUS: a) Seller’s acceptance of Buyer’s purchase order or offer to purchase is expressly conditioned upon Buyer’s acknowledgment and agreement that Seller assumes no responsibility whatsoever for compliance with any of the packaging or other specifications and requirements of the Transportation Safety Act of 1974, or any Canadian equivalent, as the case may be, or amendments thereto, of regulations issued thereunder, or of any other federal, state or provincial laws regarding transportation of hazardous materials or substances, responsibility for compliance with such laws or regulations being expressly assumed entirely by Buyer; b) Goods returned by Buyer without Seller’s authority are shipped at Buyer’s risk; c) All past due accounts shall be charged interest at the annual rate of 2% above the prime rate of interest charged from time to time by [∙JPMorgan Chase Bank(d) The validity, interpretation and enforcement of these terms shall be governed by the laws of the State of Illinois and the Uniform Commercial Code as adopted by the State of Illinois, and the courts of Cook County, Illinois shall be the exclusive forum for resolution of all disputes between Buyer and Seller relating to or arising out of the purchase of goods pursuant to this agreement and Buyer hereby submits to the jurisdiction of said courts., BUYER AND SELLER EXPRESSLY DISCLAIM APPLICABILITY OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. ; e) These terms may neither be changed, supplemented or waived in any respect except as agreed in a written document signed by Seller and Buyer; f) Seller’s failure to enforce any provision hereof shall not operate as a waiver of Seller’s right to enforce such position; g) Unless provided for otherwise under any separate written agreement signed by Seller, any credit or cash terms of sale extended to Buyer may be withdrawn by Seller at any time in Seller’s sole reasonable discretion; h) Goods may be shipped by any means deemed suitable by Seller, unless Buyer specifically directs Seller otherwise. All transportation charges shall be Buyer’s responsibility, unless otherwise agreed in writing; i) Seller and Buyer shall be excused for non-performance due to fire, flood, earthquake or like acts of God, wars, revolution, civil commotion, explosion, acts of public enemy, embargo, acts of the government in its sovereign capacity, labor difficulties, strikes, slowdowns, picketing, boycotts, unavailability of equipment or components, changes requested by Buyer, pandemics, equipment or transmission failure or damage reasonably beyond control of the Party affected, or any other circumstances beyond the reasonable control of the Party affected which renders performance impracticable (“Force Majeure Event”); j) Title to Cans transported by Seller’s carrier to Buyer’s designated location shall pass to Buyer at the time of such delivery, even if, at Buyer’s request, Cans are left in storage within carrier’s control; k) Buyer is responsible for complying with laws and regulatory requirements in locations to which orders are shipped or product is delivered. In addition to the freight, any charges incurred for storing Cans in carrier’s control after delivery to Buyer’s designated location shall be at Buyer’s expense. Buyer shall be liable for charges (including storage) related to any inventory of Cans becoming 5 days of age that have been produced according to a purchase order or order placed on Hart Print’s web portal but not delivered to Buyer because of Buyer’s direction or default, and Seller shall, in its sole discretion, reserve the right to scrap such Cans in addition to its other rights and remedies. Seller may assign its rights to receivables under this agreement or any of the rights arising out of or in connection with it, in whole or in part, at any time and more than one occasion to one or more members of its group or to a reputable provider of finance. In connection with such assignments, the Seller may disclose to such members of its group or finance provider the terms of the contractual arrangements between the parties. The following Seller policies will apply, and will be provided to Buyer at Buyer’s request – Customer Equipment Service Charge Policy, Graphic Artwork Charge Policy, Dunnage Return Procedures, and dunnage replacement charges In the event either Party is unable to perform its obligations under the terms of this Agreement because of a Force Majeure Event, such Party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.