high-performance temperature-controlled packaging systems

Terms and Conditions

1. Applicability

(a) These terms and conditions of purchase (these “Terms”) are incorporated by reference in the Purchase Order, Estimate, and/or Proposal (individually and collectively “Purchase Order”), and are the only terms that govern the sale of the goods (“Goods”) and services (“Services”) by EMBALL’ISO, Inc. (“EMBALL’ISO”) to Purchaser named on the Purchase Order (“Purchaser”).

Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of these Terms shall prevail to the extent they are inconsistent with the terms of the written contract.

(b) The Purchase Order and these Terms (collectively, this “Agreement”) 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.

(c) These Terms prevail over any of Purchaser’s general terms and conditions of purchase regardless of whether or when Purchaser has submitted its purchase order or such terms. Fulfillment of the Purchase Order by EMBALL’ISO does not constitute acceptance of any of Purchaser’s terms and conditions and does not serve to modify or amend these Terms.

2. Delivery of Goods and Performance of Services

(a) EMBALL’ISO shall deliver the Goods in quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties, subject to availability of finished Goods. Delivery dates given by EMBALL’ISO are estimates only and are subject to shipping variations and requirements. EMBALL’ISO shall not be liable for any delays, loss, or damage in transit.

(b) EMBALL’ISO shall deliver all Goods to the address specified in the Purchase Order using EMBALL’ISO’s standard methods for packaging and shipping such Goods. Purchaser shall be responsible for loading costs and provide equipment and labor suited for receipt of the Goods at the delivery point.

(c) EMBALL’ISO may, in its sole discretion, make partial shipments of Goods. Each shipment constitutes a separate sale.

(d) If Purchaser fails to accept delivery or fails to provide required instructions, licenses, or authorizations:

  • risk of loss passes to Purchaser

  • the Goods are deemed delivered

  • EMBALL’ISO may store the Goods at Purchaser’s expense.

(e) EMBALL’ISO shall provide the Services described in the Purchase Order.

(f) Purchaser shall:

  • cooperate with EMBALL’ISO

  • provide access to premises if necessary

  • respond to requests for approvals or information

  • provide required materials and data

  • obtain licenses and comply with applicable laws.

(g) If Goods are manufactured according to Purchaser specifications, Purchaser shall indemnify EMBALL’ISO against any claims including intellectual property infringement or third-party liability resulting from such specifications.

(h) PURCHASER ACKNOWLEDGES THAT EACH GOOD IS INTENDED FOR SINGLE USE ONLY.

3. Title and Risk of Loss

Title and risk of loss pass to Purchaser upon delivery of the Goods at the delivery point.

Purchaser grants EMBALL’ISO a lien and security interest in the Goods and proceeds until payment is complete.
This constitutes a purchase money security interest under the Pennsylvania Uniform Commercial Code.

4. Non-Delivery

(a) The quantity recorded by EMBALL’ISO upon dispatch is conclusive evidence of the quantity delivered unless proven otherwise.

(b) Purchaser must notify EMBALL’ISO of non-delivery within three (3) days.

(c) Liability is limited to replacing the Goods or adjusting the invoice.

(d) These remedies are Purchaser’s exclusive remedies for non-delivery.

5. Purchaser’s Acts or Omissions

If EMBALL’ISO’s performance is delayed by Purchaser or its representatives, EMBALL’ISO shall not be liable for resulting costs or delays.

6. Inspection and Rejection of Nonconforming Goods

(a) Purchaser must inspect Goods within three (3) days (“Inspection Period”).
Goods are deemed accepted unless written notice is given.

“Nonconforming Goods” means only:

  • wrong product shipped

  • incorrect labeling or packaging.

(b) If confirmed, Purchaser may request:

  • replacement of the Goods, or

  • credit/refund.

Returned Goods must be shipped to EMBALL’ISO at Purchaser’s expense.

(c) These remedies are exclusive.

7. Price

The price is the one stated in the Purchase Order (“Price”).
EMBALL’ISO may increase the Price if Purchaser changes quantity or type of Goods or Services.

8. Change Orders

Purchaser may request changes via written Change Order.

EMBALL’ISO will submit a cost proposal within 10 days.
If accepted, work proceeds accordingly.

9. Payment Terms

Purchaser shall pay invoices within 30 days unless otherwise stated.

In case of dispute, Purchaser must notify EMBALL’ISO before payment due date.

Undisputed amounts remain payable.

Collection costs and legal fees incurred by EMBALL’ISO to recover payment must be reimbursed by Purchaser.

10. Termination

EMBALL’ISO may cease delivery or services immediately if Purchaser:

  • fails to pay amounts due

  • breaches these Terms

  • becomes insolvent or files for bankruptcy.

Termination does not relieve Purchaser of payment obligations.

11. EMBALL’ISO Obligations Regarding Services

EMBALL’ISO shall:

  • maintain necessary licenses

  • ensure personnel are qualified

  • maintain suitable equipment.

12. General Indemnification

Purchaser shall indemnify and hold harmless EMBALL’ISO, its employees, officers, and agents against losses arising from the Goods or Services, except in cases of gross negligence or willful misconduct by EMBALL’ISO.

13. Confidential Information

All confidential information disclosed by EMBALL’ISO (designs, data, pricing, documents, etc.) must not be disclosed without written authorization.

Purchaser must return such materials upon request.

14. Intellectual Property

All intellectual property created or delivered under the Services remains the exclusive property of EMBALL’ISO.

Purchaser may not reproduce, modify, reverse engineer, or create derivative works without authorization.

15. Limitation of Liability

EMBALL’ISO shall not be liable for:

  • loss of profit

  • loss of revenue

  • indirect or consequential damages.

Total liability shall not exceed:

  • amounts paid to EMBALL’ISO in the previous six months, or

  • $5,000, whichever is lower.

Exceptions apply in cases of gross negligence or bodily injury.

16. Limited Warranty

EMBALL’ISO warrants that Goods will conform to specifications for one (1) year or until first use, whichever occurs first.

Warranty does not apply in cases of:

  • misuse or improper storage

  • unauthorized repairs or alterations

  • use with unapproved third-party products.

Remedies are limited to:

  • repair

  • replacement

  • refund or credit.

17. Liquidated Damages

If Purchaser fails to pay when due, Purchaser must pay:

  • 2% per day on overdue amounts
    OR

  • $100 per day, whichever is greater.

18. Preservation of Defenses

EMBALL’ISO reserves all legal rights and defenses unless expressly waived.

19. Compliance with Law

Purchaser must comply with all applicable laws, regulations, import/export rules, and maintain necessary permits.

20. Approvals

EMBALL’ISO shall not be liable for delays caused by Purchaser failing to provide sufficient lead time or approvals.

21. Insurance

Purchaser must maintain insurance including commercial general liability of at least $1,000,000.

Proof must be provided upon request.

22. Waiver

Failure by EMBALL’ISO to enforce any provision does not constitute a waiver.

23. No Presumption Against Drafting Party

Ambiguities shall not be interpreted against the drafting party.

24. Relationship of the Parties

The parties act as independent contractors.
No partnership, agency, or employment relationship is created.

25. No Third-Party Beneficiaries; Assignment

These Terms benefit only the parties involved.
Purchaser may not assign rights or obligations without written consent of EMBALL’ISO.

26. Non-Reliance

Purchaser confirms it does not rely on representations other than those expressly stated in these Terms.

27. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control including:

  • natural disasters

  • pandemics

  • war or terrorism

  • government actions

  • labor strikes

  • power outages

  • supply shortages.

If the event continues for 90 days, the other party may terminate the Purchase Order.

28. Governing Law; Venue; Arbitration

These Terms are governed by the laws of the Commonwealth of Pennsylvania.

Disputes shall be resolved by binding arbitration under AAA rules in Montgomery County, Pennsylvania.

29. Fees and Costs of Prevailing Party

In legal proceedings, the prevailing party may recover reasonable legal costs and attorney fees.

30. Notices

All notices must be in writing and sent by:

  • personal delivery

  • recognized courier

  • registered or certified mail

  • email (if accompanied by one of the above methods).

31. Severability

If any provision is invalid, the remaining provisions remain in force.

32. Survival

Certain provisions survive termination, including:

  • limitation of liability

  • warranty

  • indemnification

  • governing law

  • arbitration.

33. Amendment and Modification

These Terms may only be modified in writing and signed by authorized representatives of both parties.

Last Updated: October 31st, 2024

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