Terms & Conditions
Parties – in these terms and conditions “seller” means the corporation whose named first appears
above on this page and “customer” means the buyer named in above in the above price quote or order
confirmation, as the case may be.
Delivery dates – all dates, timetables and lead times indicated are estimates only. Seller will not be liable
for any claim, loss or damage arising out of late delivery including, without limitation, missing mobile
bottling dates. If customer is using mobile bottlers customer must sign-off on all order confirmations at
least forty (40) business days, and on all artwork at least thirty (30) business days, in advance of customer’s
mobile bottler date, failing which all additional costs (including, without limitation, freight, production
and art costs) incurred by seller in attempting to meet such date shall be payable by customer. In these
terms and conditions “business days” means all days other than saturdays, sundays and statutory holidays
observed in the seller’s jurisdiction.
Changing the decoration order – no changes are allowed within 72-hours of the production date. Any
quantity/volume changes made to the decoration order between 3 and 7 working days before universal
packaging’s production date will result in a $250 schedule disruption surcharge. Additionally, if the original
sales order size has been reduced, any materials (eg: glass) that universal packaging has brought in to
fulfill the original order will get charged to the customer.
Risk of loss and inspection of goods – in these terms and conditions the term “f.O.B.” Is used only as a
price term. Risk for goods sold passes to customer on placement with a carrier, subject only to customer’s
right to inspect the goods on tender by seller or the carrier and to give notice of any claim for shortfalls,
discrepancies or defects (“claim”) within thirty (30) days thereafter. No notice of claim shall be valid or
effective unless it sets out the specific nature of the shortfalls, discrepancies or defects with reasonable
particularity. Customer shall be deemed to irrevocably accept the goods and to acknowledge that the
goods fully comply with all aspects of the order save only to the extent set out in any notice of claim
delivered within said thirty (30) day period.
Returns – no return of goods may be made without seller’s prior written permission and seller may refuse
the return of any goods for which such permission has not been given. Unless seller otherwise stipulates
in writing, all returns shall be delivered f.O.B. Seller’s original shipping point and no risk shall pass to seller
until delivery thereto. The amount of any credit to be given to customer for returned product shall be as
determined by seller in its sole discretion.
Rush screen printing and late art changes - if seller accepts a request from customer for screen printing be
to be produced within five (5) days of seller receiving signed off artwork, customer will pay a 25% premium
on seller’s quoted price or, if no price has been quoted, to seller’s usual price at the time. If seller accepts
any artwork change requested within seventy-two (72) hours of scheduled production, customer will pay
$250 dollars for each such change. Customer shall not be entitled to make any claim in respect of any
screen printing or art changes to which this paragraph applies.
Customer supplied glassware – customer shall indemnify and save seller and seller’s suppliers harmless
against all actions, appeals, damages, claims, liabilities, costs, expenses, or losses (including, without
limitation, lawyer fees and expenses and expert witness fees and expenses) arising directly or indirectly out
of glassware not supplied by seller (“customer supplied ware”). Without limiting the foregoing, customer
shall indemnify seller for any directly related downtime costs incurred by seller or its suppliers which is
caused directly or indirectly as a result of customer supplied ware, as invoiced by seller. Customer shall not
be entitled to make any claim arising directly or indirectly from customer supplied ware.
Acl – customer accepts full responsibility for the appearance of any screen printed product unless a screen
printed sample is requested and approved by customer in writing in advance. Customer accepts full
responsibility for any clarity or registration problems arising from requesting the use of fonts under 2 mm
in size. Customer acknowledges that some variation between final products and pre-production samples
is to be expected due to differences between sample creation and production run processes. Although
screen printing & frosting using ceramic paints are extremely durable, seller makes no warranty as to ink or
frost adhesion, customer is responsible to perform its own testing and to make its own determination on
suitability for its intended purpose. All screen printing and/or glassware sold by seller to customer is good
for one trip only. Seller makes no warranty as to multiple trips for either screen printing or plain glassware.
Customer accepts the readability of printed qr codes and bar codes to the standard of seller’s own code
scanner. Customer accepts all risk of readability problems from specifying truncated bar codes or of qr
codes or bar codes printed in colors other than white or ivory. Buyer acknowledges that there may be
some variation in appearance of sprayed/frosted bottles.
Bottle closures – customer agrees that it is solely responsible to ensure that it learns and scrupulously
observes and complies with the current manufacturer’s specifications, procedures and requirements for
the storage, handling and application of bottle closures sold to it by seller. In the case of vino-lok or vinoseal
™ glass closures, customer acknowledges having obtained such application specifications procedures
and requirements. Customer shall indemnify and save seller and seller’s suppliers harmless against all
actions, appeals, damages, claims, liabilities, costs, expenses, or losses (including, without limitation,
lawyer fees and expenses and expert witness fees and expenses) arising directly or indirectly out of
customer failing to scrupulously observe and comply with all applicable manufacturer’s storage, handling
and application specifications, procedures and requirements, including, without limitation, claims made by
third parties against seller.
Payment – payment terms are as indicated in the order confirmation. All invoices rendered by seller shall
be deemed correct and binding unless seller receives written notice of objection from customer within ten
(10) days of the invoice being rendered. Late payments shall bear interest at the lesser of 1% per month
(12% per annum) compounded annually or the maximum rate permitted by law.
Security – customer hereby grants seller a security interest in all of customer’s present and subsequently
acquired personal property as security for the payment by customer of all amounts of every nature and
kind now or hereafter due by customer to seller.
Errors and omissions – all clerical or stenographic errors are subject to correction by seller.
Disclaimer – there are no express or implied warranties made by seller whatsoever, including, without
limitation, with respect to merchantability, fitness for purpose or conformance with description or sample,
except as is otherwise specifically set out in writing in these terms and conditions. Without limiting the
generality of the foregoing, seller shall bear no liability for anything arising from foreign material or
substances found in goods supplied by seller and customer shall indemnify and save seller harmless
against all actions, appeals, damages, claims, liabilities, costs, expenses, or losses (including, without
limitation, lawyer fees and expenses and expert witness fees and expenses) brought by any third party
against seller arising directly or indirectly from same.
Force majeure – despite anything else to the contrary, if seller is, in good faith, delayed or prevented from
doing anything required of it because of a strike, labour trouble, inability to obtain materials or services,
power failure, restrictive government laws or regulations, riots, insurrection, sabotage, rebellion, war, act of
god, terrorism or any other similar reason that is not the fault of seller, the delay or the doing of the thing,
as applicable, is excused.
Exclusive terms – any acceptance by seller arising from this document is conditional on customer’s
assent to these terms and conditions. These terms and conditions supersede and replace all prior
communications between seller and customer with respect to the subject matter of this order confirmation
and represent the entire and exclusive agreement between the parties, notwithstanding any prior course
of dealings or trade custom or usage. These terms and conditions may only be varied, amended or added
to by further written agreement signed by a senior officer of seller. In the absence of such an agreement,
and if customer has not already accepted these terms and conditions in writing, the delivery of the goods
shall not constitute an acceptance by seller of any other terms proposed by customer and customer shall
be deemed to irrevocably accept these terms and conditions “as is” unless customer, within five (5) days
thereafter, delivers written notice to seller specifically referring to and rejecting these terms and conditions,
in which case seller, at its option, may reclaim the goods.
Limits on liability – seller shall not be liable to customer for any actions, appeals, damages, claims,
liabilities, costs, expenses, or losses in any way arising out of or relating to the goods supplied or
services performed, either in contract or in tort, for an aggregate amount in excess of the amount paid
by customer to seller for same and in no event shall seller be liable for consequential, special, indirect,
incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost
profits and opportunity costs). In any action, claim, loss or damages arising out this order customer agrees
that seller’s liability will be several and not joint and several. Customer may only claim payment from seller
of seller’s proportionate share of the total liability based on degree of fault. In the event of a claim by any
third party against seller that arises out of or relates to the goods and services provided or to be provided
pursuant to this order, customer will indemnify seller from all actions, appeals, damages, claims, liabilities,
costs, expenses, or losses (including, without limitation, lawyer fees and expenses and expert witness fees
and expenses) except to the extent finally determined to have resulted from the deliberate or fraudulent
misconduct of seller.
Patent infringement indemnity – if anything sold by seller to customer is not part of seller’s standard line
offered in the usual course of its business but is sourced or produced pursuant to customer’s specifications
or designs then customer shall indemnify and save seller harmless against all actions, appeals, damages,
claims, liabilities, costs, expenses, or losses (including, without limitation, lawyer fees and expenses and
expert witness fees and expenses) brought by any third party against seller arising out of any claim or
demand for or in the nature of infringement of patent, industrial design, trade dress or trademark or in the
nature of passing off, unfair competition or the like, regardless of the forum or jurisdiction in which such
claim or demand is made.
Warranty of solvency – customer represents and warrants to seller that, at the time of accepting this
order confirmation, customer is solvent and that the placing of the subject order will not render customer
insolvent. For these purposes, “solvent” means that the value of customers assets is not less than the
amount of its total liabilities and that customer is able to pay its liabilities as they become due in the
ordinary course of its business.
Litigation costs – in the event of any litigation arising out of the sale of goods or services by seller to
customer, the prevailing party shall be entitled to recover its reasonable lawyer fees and expenses and
expert witness fees and expenses from the other, provided that if success is mixed then such party shall be
entitled to recover such portion of such fees and expenses as the court in such matter determines to be
equitable and commensurate with the degree of success achieved.
Affiliates – for the purposes of the indemnities given by customer pursuant to these terms and conditions
and for no other purposes whatsoever, “seller” includes seller, seller’s associated and affiliated corporate
entities and all of their respective partners, directors, officers and employees. Purchaser acknowledges that
the seller acts as agent for such persons solely for the purposes of obtaining such indemnities.
Interpretation – these terms and conditions enure to the benefit of and bind the parties and their
respective successors and assigns. The invalidity of unenforceability of any of these terms and conditions
shall not affect the validity or enforceability of the other terms and conditions herein. All headings in these
terms and conditions are for convenience only and shall not affect the construction of interpretation of the
agreement between the parties. Wherever the masculine, feminine or neuter gender is used it shall be
deemed to include the others and the use of the singular shall include the plural and vice versa.
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