Terms and Conditions

All purchase orders issued by Buyer are expressly subject to and governed by these Terms and Conditions. Any additional or different terms contained in Buyer’s purchase order or other documents are hereby rejected and shall have no force or effect unless expressly agreed to in writing by Seller. Acceptance occurs upon Buyer’s written or oral acknowledgment, Buyer’s issuance of a purchase order, Seller’s commencement of performance, or Buyer’s acceptance of delivery, and constitutes agreement to these Terms.

Prices are subject to change without notice. Increases in labor, freight, and material costs, plus applicable overhead and surcharges, may be invoiced to Buyer. Title to goods shall remain in Seller until payment in full is received. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Unless otherwise expressly confirmed in writing by an authorized representative of Seller, all deliveries are F.O.B. point of shipment, at which time Buyer assumes all risk of loss or damage upon delivery to the carrier, regardless of whether Seller arranges transportation. Buyer shall be solely responsible for filing and pursuing any and all freight or shipping claims with the carrier or insurer. Shipping, delivery or performance dates are approximate and are not guaranteed. Seller will use reasonable commercial efforts to meet the delivery dates but is not liable for any direct or indirect costs resulting from late delivery

Seller reserves the right to ship and invoice for a quantity that varies up to ten percent (10%) over or under the quantity specified, or such other variance as may be specified by Seller in writing, and Buyer agrees to accept and pay for such revised quantity.

Seller may charge reasonable storage fees for goods held for Buyer.

Seller shall not be liable for any delay or other failure of performance due to causes beyond its reasonable control, including without limitation acts of God, acts of Buyer, acts of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, war, riot, delays in transportation or car shortages, inability to obtain necessary labor, materials, components, equipment, services, energy or utilities through Seller’s usual and regular sources at usual and regular prices or failure or inability of the manufacturer of the goods to perform. In any such event, Seller may, with notice to Buyer, at any time and from time to time without further liability to Buyer (a) postpone its performance, (b) make partial performance or cancel all or any portion of this contract or (c) allocate available quantities among its customers in any manner which Seller deems reasonable. Cancellation of any part of this contract shall not affect Seller’s right to payment for performance of any other part hereof.

Seller warrants goods for a period of thirty (30) days from shipment that such goods conform to Seller’s Current Specifications.

Buyer is responsible for inspecting all goods upon receipt and must notify Seller in writing of any claim, including but not limited to defects, shortages, or nonconformance, within such thirty (30) day period. Failure to provide such notice within this period shall constitute acceptance of the goods and a waiver of any such claim.

If Buyer properly notifies Seller of a valid claim, Seller shall, at its sole discretion, repair, replace, refund, or issue a credit.

Any credit issued by Seller shall remain available on Buyer’s account for a period of one (1) year from the date of issuance. Any unused portion after such period shall automatically expire and be forfeited without further obligation of Seller. Credits are non-refundable, non-transferable, and may not be redeemed for cash. Seller reserves the right to apply any credit to outstanding invoices at its sole discretion.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Seller’s liability on any claim of any kind shall not exceed the purchase price of the goods or services giving rise to the claim.

Seller shall have no liability for any claim not made in accordance with Section 4.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR ECONOMIC LOSS.

Buyer assumes sole and complete responsibility for analyzing and determining the suitability of any goods or services supplied by Seller, including all parts and components. Buyer agrees that it is not relying on Seller in making such determination, even if Seller has provided assistance, guidance, or design.

Buyer assumes full responsibility for any particular use or purpose and will not order or use any goods or services unless it is satisfied that such goods and services are suitable for its intended use and conform to all of its requirements.

Buyer is solely responsible for testing and confirming the compatibility of all goods with its formulations, components, processes, and intended use. Seller shall have no responsibility or liability for any incompatibility, reaction, degradation, or failure arising from the interaction between the goods and Buyer’s formulations, ingredients, or processes.

Buyer is solely responsible for all filling, assembly, sorting, labeling, packaging, and any other processes performed after delivery of the goods, as well as for proper handling, storage, and use of such goods. Seller’s responsibility is limited solely to supplying goods that conform to Seller’s Current Specifications at the time of shipment.

Seller shall have no liability for any issues, defects, or damages arising from or related to Buyer’s filling operations, manufacturing processes, handling, storage, or use of the goods.

Buyer agrees to store and use all goods in a safe and appropriate manner and acknowledges that not all products are compatible with plastic, glass, metal, or other materials. Buyer agrees not to use any goods with abrasive, caustic, acidic, or otherwise reactive substances that may cause injury to persons or property.

Buyer is responsible for cleaning all containers and related accessories intended for edible, inhalable, or otherwise regulated applications, and for meeting all sanitation, sterilization, and regulatory requirements associated with its filling and packaging processes and intended use.

Seller’s products are designed and supplied for use in Cosmetics (color and treatment), Fragrance, and Personal Care applications in accordance with generally accepted industry standards. In the event of any quality dispute, Seller’s documented quality guidance for packaging components shall control unless otherwise expressly agreed to in writing prior to the sale.

Any action against Seller must be commenced within one (1) year from the date of delivery or shall be permanently barred.

Buyer shall defend, indemnify, and hold harmless Seller from any and all claims, damages, losses, and expenses arising out of Buyer’s use, misuse, or handling of goods.

Orders may be canceled only with Seller’s written consent and subject to payment of all costs incurred by Seller, including, without limitation, the cost of goods, services, and materials completed or ordered prior to cancellation, as well as any other expenses incurred by Seller in connection with such order.

Buyer is responsible for all applicable taxes, duties, and governmental charges.

Any technical advice or assistance provided by Seller is given at Buyer’s sole risk without liability to Seller.

Any Buyer materials held by Seller for more than one (1) year may be disposed of without liability.

Seller retains ownership of all drawings, designs, and proprietary information.

If Seller reasonably believes Buyer’s financial condition is impaired, Seller may require advance payment or cancel any order.

Seller may change payment terms, charge interest on unpaid balances, and recover all costs of collection, including attorneys’ fees. Seller may, at its sole discretion, apply any credits issued to Buyer’s account against any outstanding invoices.

These Terms and Conditions are incorporated into all quotations, order confirmations, invoices, and other communications issued by Seller and are available on Seller’s website. Buyer acknowledges that these Terms are binding whether or not separately signed.

These Terms shall be governed by the laws of the State of New York, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms and Conditions, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in Suffolk County, New York. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, Seller may seek injunctive or other equitable relief in any court of competent jurisdiction in the State of New York to protect its proprietary rights or to collect amounts due. Each party irrevocably consents to the personal jurisdiction and venue of the state and federal courts located in Suffolk County, New York for any such proceeding.

Seller shall be entitled to recover all reasonable attorneys’ fees and costs incurred in enforcing its rights.

Any additional or different terms proposed by Buyer are expressly rejected. Seller’s performance shall not be deemed acceptance of such terms.

Seller’s failure to enforce any provision of these Terms shall not be deemed a waiver of its rights.