Quotation & Order Terms

 Material Handling Containers

 Protective Packaging

Standard Quotation & Order Terms

1. Standard Terms: This Quotation and your purchase order are subject to the following terms. These terms are an essential part of the consideration for your order, and enable Flexcon (hereinafter: “Seller”) to offer its products to you at the purchase prices quoted above. Normal industry standards apply to your order, including, but not limited to the following:

A. Quoted prices are firm for orders placed within 10 days of this quotation

B.For all stated dimensions, tolerances of +/- 1/16”, +/- .0625”, and +/- 1° should be assumed.

C.Production quantities are subject to overruns or underruns of up to 10%.

D.Artwork, printing plates, and dies are furnished at additional charge.

E.Set-up charges refer to the cost of initial preparation for production. Payment does not imply a transfer of title to tooling.

F.Payment terms: Net 30 days to approved accounts.

G. Tooling terms: ½ with purchase order, balance 10 days after approval of first article samples.

2.Acceptance: This Quotation is submitted for acceptance within 10 days by the buyer named above. Buyer's acceptance must be in writing (email & fax are acceptable), and will not be effective until received by Seller at its offices. Seller may withdraw this quotation at any time prior to receiving buyer's written acceptance. Seller objects to any different or additional terms appearing in buyer's written acceptance of this quotation. Any such additional or different terms shall not be given effect. By issuing its written acceptance in any form, buyer acknowledges that the agreement between buyer and Seller is limited to the terms of this quotation, and no others, unless other terms are agreed to in writing by both parties.

3. No Warranty of Fitness or Suitability: Pre-production samples or illustrations of Seller’s products are submitted to Buyer

for testing and prior approval. Seller relies entirely on Buyer to determine the suitability of any of Seller’s products for

Buyer’s intended use. Buyer assumes all responsibility for the application and end use of any of Seller’s products,

including responsibility for any claim for incidental or consequential damages arising out of, or in connection with, such

application and end use. Buyer is solely responsible for compliance with federal, state and local regulations governing the

transportation of hazardous materials. Seller does not warrant the fitness or suitability of its products for any particular

purpose, including Buyer’s proposed application or end use of such products. Performance characteristics of products are

based on uniform static loads and may be affected by distribution of load, handling methods and shipping conditions.

4. Limited Warranty: Seller warrants its products to conform substantially to the pre-production samples previously submitted

to, and approved by, Buyer, and/or to the specifications appearing on this Quotation. (If at least 98% of the pieces in any shipment meet these standards, the entire shipment will be considered fully conforming, and no allowance or credit will be given.) At its option, Seller will either repair or replace product units which it determines to be substantially non-conforming, or will issue the Buyer a refund or credit against the purchase price of such units.

This limited warranty is valid for 90 days after receipt of product by Buyer. To claim warranty coverage, Buyer must notify Seller in writing within 90 days of receipt of any alleged substantially non-conforming products. No material may be returned to Seller without Seller’s prior written authorization.

Seller’s warranty does not cover products which have been (I) altered by Buyer, (ii) subjected to accident, misuse or neglect by Buyer, or (iii) damaged in transit, use, or storage after leaving the point of origin. Seller’s warranty obligation shall in all cases be limited solely to repair or replacement of substantially non-conforming product units, or (at Seller’s option) to refunding or granting an allowance against the purchase price of such units. Important: THIS LIMITED WARRANTY IS EXCLUSIVE, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. Limitation of Liability:To the extent permitted by law, SELLER DISCLAIMS ALL LIABILITY TO BUYER,

AND TO ANYONE ELSE, FOR ALL CONSEQUENTIAL, CONTINGENT, INDIRECT AND INCIDENTAL DAMAGES (INCLUDING LOST PROFITS, LOST BUSINESS, AND CLAIMS BY BUYER’S OWN DIRECT AND INDIRECT CUSTOMERS, ARISING OUT OF, OR INCURRED IN CONNECTION WITH, BUYER’S ORDER OF SELLER’S PRODUCTS, THE PRODUCTS THEMSELVES, OR THE USE MADE OF SUCH PRODUCTS, IRRESPECTIVE OF ANY NEGLIGENT ACT OR OMISSION ATTRIBUTABLE TO SELLER.

6.Indemnification: Buyer agrees to indemnify Seller against all losses, damages and costs (including reasonable attorneys’ fees and settlement costs) sustained or incurred by Seller as a result of any claim of negligence, breach of implied or express warranty or strict liability in tort involving the use or application of Seller’s products purchased by Buyer, including any claim alleging a negligent act or omission by Seller, regardless of whether such claim is made by Buyer itself, by Buyer’s successors, assigns, or own direct or indirect customers, or by third parties.

7. Brand Name Products: If Buyer’s order calls for a brand name product, or a product otherwise not manufactured by

Seller, SELLER MAKES NO WARRANTY WHATSOEVER, and Buyer’s remedies are solely against the manufacturer.

8. Changes In Specifications. Any change in specifications requested by Buyer after accepting this Quotation, or after

submission of pre-production samples to Buyer, is subject to Seller’s consent, which Seller may grant or withhold in its sole discretion. Seller may impose additional charges for any Buyer-requested change which Seller agrees to make. Custom-made and used products are not returnable. No standard items may be returned without prior written authorization.

Authorized returns may be subject to a restocking fee.

9. Delivery. Quoted shipping dates are approximate only. Seller does not guarantee shipment dates or delivery time. Unless

otherwise specified on the quotation, orders are shipped F.O.B. Seller’s plant or other point of origin. Delivery of products to a common carrier at Seller’s plant, or other loading point, shall constitute delivery to Buyer. Regardless of shipping terms, Buyer shall bear all risk of loss, damage and delay in transit. Any claim for shortages, errors or other nonconformity in delivery must be made to Seller in writing within 10 days after Buyer receives the shipment. Buyer’s failure to give this notice shall constitute unqualified acceptance of the shipment and a waiver of all such claims. Any claim for loss, damage or delay incurred in transit should be made directly to the carrier, and not to Seller.

Delay in delivery of any order based on this quotation, or of any installment of such order, shall not relieve Buyer of its obligation to make timely payment for products as and when invoiced, and to accept remaining installments. Seller shall not be liable for damages incurred as a result of delay in delivery due to any cause beyond Seller’s reasonable control, including (without limitation) loss or delay by any common carrier, strike, slowdown, material shortage, casualty, act of God, open hostilities, terroristic threat, declaration of national emergency, embargo, or other governmental act, regulation, or request, or any act by Buyer. In no event shall Seller be liable for consequential or incidental damages attributable to delay in delivery, or for direct damages in excess of the purchase price quoted on this Quotation.

If delivery is in installments, each installment may be invoiced separately by Seller, and shall be paid for by Buyer when due as that invoice provides, without regard to subsequent deliveries.

1. Taxes and Other Charges. Unless otherwise specified on this quotation, the purchase prices quoted here do not include any applicable federal, state or local sales, use, excise, personal, property, value added, customs or other taxes, duties or charges. Payment of these charges is Buyer’s responsibility. If Seller is required to collect or pay any such charge with respect to any order based on this Quotation, Seller may add the amount of the charge to Buyer’s invoice, or may require Buyer to advance or reimburse the amount of the charge to Seller upon Seller’s request.

1. Indemnification Against Infringement Claims. If Buyer supplies Seller with the design or specifications for any product covered by this Quotation, Buyer shall indemnify Seller against any liability, damages, losses and costs and expenses (including reasonable attorneys’ fees and settlement costs) arising or resulting from any claim that the product, based on such design or specifications, infringes or otherwise violates any patent, copyright, trade secret, trademark or other intellectual property right of any person. Seller shall indemnify Buyer against any infringement claim against Buyer based on any product designed wholly by Seller, provided Buyer notifies Seller promptly of any claim, and gives Seller full authority and discretion to defend or settle the claim. Seller’s indemnification obligation will not apply if Buyer has supplied the design or specifications for the product, or if the product has been altered or combined with another product by Buyer.

1. Buyer’s Failure to Perform. Timely payment is of the essence for any order based on this Quotation. Buyer represents and warrants that it is solvent and able to pay for the goods it purchases in accordance with these terms and conditions of sale. If Buyer fails to accept delivery, or to make payment in accordance with the terms of this Quotation, Seller may suspend further deliveries under that order, or any other order from Buyer, may stop any shipments then in transit, or may treat the default as a breach of that order, and any other order from Buyer, all without waiving any of its other available remedies. Seller’s failure to insist upon Buyer’s strict performance, or to exercise a particular legal right or option, shall not be deemed a waiver of those rights in the event of a subsequent default or breach by Buyer. In the event of a breach hereunder, in addition to all other remedies, Seller shall be entitled to recover attorneys’ fees from Buyer.

13. Governing Law: This Quotation, and any order based on this Quotation shall be governed by, and construed in accordance with, New Jersey law. BUYER SUBMITS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS WITHIN THE STATE OF NEW JERSEY.

14.Entire Agreement. This Quotation, if accepted, contains the entire agreement between Buyer and Seller with respect to Buyer’s purchase of the products listed. Seller’s sales representative is not authorized to make any changes or modifications to this agreement. Any order based on this Quotation cannot be modified or canceled except with Seller’s express prior written consent, which Seller may grant or withhold in its sole discretion.