Purchase Order Terms and Conditions

Acceptance – Issuance of this Purchase Order is acceptance by EPS Packaging US, LLC or any of its subsidiaries and affiliates (“ePS”) of the Seller’s offer. By making delivery under this Purchase Order, Seller acknowledges each and every term and condition set forth herein as binding on Seller and any additional term and condition is not binding on ePS unless specifically accepted by ePS in a separately signed written acceptance.

Price – Seller agrees that: (a) the per unit price or total price set forth on the face of this Purchase Order is firm, not subject to increase and includes all applicable taxes; (b) if the price is omitted from this Purchase Order, the price to ePS is not higher than Seller’s lowest prevailing price for items of like quality and quantity in effect on the date of this Purchase Order, and (c) ePS will receive full benefit of any reduction in the price of any items covered by this Purchase Order if that reduction is made subsequent to Seller’s receipt of the Purchase Order. No extra charges of any kind, including charges for packing or transportation will be paid unless specified in writing by ePS in advance.

Delivery – Time is of the essence in fulfillment of this Purchase Order. If delivery is not completed within the time specified herein, ePS reserves the right, without liability, in addition to its other rights and remedies: (a) to terminate this Purchase Order by notice effective when received by Seller as to stated items not yet shipped, and (b) to purchase substitute items elsewhere and Seller shall reimburse ePS for all losses and additional costs and expenses incurred. Items shipped to ePS in advance of any schedule herein may in ePS’s sole discretion, be returned to the Seller at Seller’s expense. Title and risk of loss for all items purchased by ePS under this Purchase Order transfers to ePS upon ePS's receipt of the items at: (i) ePS's designated facility for domestic shipments (including intra-EU shipments), or (ii) at the port of destination for international shipments. ePS reserves the right, without liability, to reject and refuse acceptance of non-conforming items.

Warranties – Seller warrants to ePS that the items furnished hereunder are: (a) free of defects in design, materials, and workmanship; (b) in full compliance with ePS’s specifications, blueprints, drawings and data or Seller’s sample; if any; (c) fit for the use intended by ePS; and (d) free from any actual or claimed patent, copyright or trademark infringement. Seller further warrants title to the items, and that any services will be performed timely and in a good and workmanlike manner.

Invoicing and Payment – Each invoice issued as a result of the Purchase Order must conform to the following: (a) be rendered separately for each delivery; (b) not cover more than one Purchase Order; (c) contain the Purchase Order number under which it is issued; and (d) be rendered to the proper Accounts Payable area as set forth on this Purchase Order. Unless otherwise agreed upon in writing or specified on the face of the Purchase Order, payment terms are 60 days. Each invoice payment term is calculated from the date the invoice is received by the proper Accounts Payable area.

Changes – ePS reserves the right at any time to change any one or more of the following: (a) specifications, drawings, blueprints and data incorporated in this Purchase Order where the items to be purchased are to be specifically manufactured for ePS; (b) method of packaging, packing or shipment; and (c) place and/or time of delivery. If any such change causes an increase or decrease in the cost of or the time required for the performance, an equitable adjustment will be made in the price or delivery schedule, or both. Any claim for adjustment by the Seller is waived unless asserted in writing within thirty (30) days from the receipt by Seller of the change. Nothing contained in this clause relieves Seller from proceeding without delay in the performance of this Purchase Order as changed.

Indemnification – Seller shall indemnify and defend ePS from and against any and all losses, causes of action, damages, liabilities and assessments that may arise pursuant to or in connection with Seller’s performance under the Purchase Order, or the items or services provided hereunder.

Patents – Seller shall indemnify and defend ePS, at Seller’s own expense, against all suits, actions or proceedings in which ePS, or the users, lessees or customers of any of ePS’s products, are made defendants for actual or alleged infringement of any copyright, trademark or U.S. or foreign patent resulting from the use or sale of the items purchased hereunder. In addition, if by virtue of a patent infringement suit an injunction is issued against Seller or ePS which prohibits or limits the use of any items purchased hereunder, Seller, at ePS’s request, shall supply ePS with non-infringing replacement items of a similar kind and quality at no additional cost or shall obtain a license for ePS to use the infringing items at no additional cost to ePS.

Confidential Relationship; Nonpublicity – Seller shall not disclose any information relating to this Purchase Order to any third person not entitled to receive it. Seller shall not, without the prior written consent of ePS: (a) make any news release, public announcement, denial or confirmation of this Purchase Order or its subject matter; (b) in any manner advertise or publish the fact that ePS has placed this Purchase Order.

Termination – ePS may terminate this Purchase Order, in whole or in part, at any time for its convenience upon written notice to Seller. In the event of such termination, ePS is liable only for payment for conforming items delivered and accepted and for services properly performed up to the effective date of termination.

Compliance with Code of Conduct – Seller warrants and represents that it has and will continue during the performance hereunder to comply with all applicable anti-human trafficking, anti-slavery, anti-bribery, and anti-corruption laws, including, but not limited to, the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010, and will also comply with ePS's Supplier Code of Conduct, available at https://epssw.com/supplier-code-of-conduct.

Compliance with the Law; Equal Opportunity – Seller warrants and represents that is has and will continue during the performance hereunder to comply with all relevant provisions of Federal, State and local laws and regulations. Without limiting the generality of the foregoing, Seller in accepting this Purchase Order represents that the items to be furnished or the services to be rendered hereunder were or will be produced or performed in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and all valid and applicable regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof. Seller also warrants and represents that every chemical substance is on the list of chemical substances, or has been submitted for inclusion on such list, as compiled by the Administrator, Environmental Protection Agency, pursuant to the Toxic Substances Control Act.

Seller shall comply with all provisions of Executive Order 11246 of September 24, 1965, and all rules, regulations and relevant orders of the Secretary of Labor related to equality of employment opportunity which Executive Order, all regulations and orders are incorporated herein by this reference. Seller shall, upon request by ePS, promptly comply with all requests by ePS to execute all certifications required under Executive Order 11246.

General –

If this Purchase Order is given pursuant to an existing contract it is also subject to the terms of such contract. In the event of any conflict with the provisions hereof, the terms of the contract control.
Seller shall not assign this Purchase Order nor delegate its performance hereunder without the written consent of ePS.
Waiver by either party of any default by the other will not be deemed a waiver by such party of any other default.
If, at ePS’s request, any research and development is performed with respect to any of the items sold hereunder or in anticipation hereof, which results in any patents, trademarks or copyrights, title thereto vests in ePS.
If Seller fails to honor any of the above paragraphs, ePS may cancel this Purchase Order without any obligation whatsoever except for shipments which have already been accepted by ePS.
This Purchase Order is governed by and construed under the laws of the State of Delaware, without reference to conflicts of laws principles. With respect to any disputes arising out of this Purchase Order, each party consents to the exclusive personal jurisdiction and venue of the state and federal courts in and for Wilmington County, Delaware.
Each provision of this Purchase Order is considered to be on its own. If any provision is found to be unlawful or invalid by a Court of ultimate jurisdiction, then that provision will be considered null and void. All remaining provisions of the Purchase Order will survive in full force and effect.
The Purchase Order is a full expression of all terms of the agreement and is a complete and exclusive statement of those terms.