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Effective Date: 12.19.22
Retroship Packaging Terms
These Packaging Terms shall only apply to Retroship Service Agreements in which Customer has elected to receive Packaging Services from Retroship. By executing the Service Agreement and accepting the Packaging Services, Retroship and Customer agree to these Packaging Terms and the General Terms, Warehouse Terms, Freight Terms, and Fulfillment Terms. Capitalized terms not defined herein are defined in the General Terms.
Retroship may from time to time change these Packaging Terms. Any changes are effective immediately upon posting on Retroship’s website at shipretro.com/packaging-terms
1. Definitions.
“Customer” in the context of Packaging Services, is as defined in the General Terms, and the buyer submitting an Order to Retroship for Packaging.
“Order” means a legally binding request by Customer for Retroship to procure Packaging on behalf of Customer.
“Packaging” means made-to-order, custom boxes and supplies for Customer’s Goods and Parcels. Packaging includes, but is not limited to boxes, mailers, pouches, dunnage, tape, collateral, labels, stickers, and tubes.
“Packaging Services” means arranging for third parties to provide made-to-order Packaging for Customers’ Goods and Parcels.
“Quote” means a proposal by Retroship to procure Packaging on behalf of Customer. Quotes are not legally binding. A quote becomes an Order upon Customer’s full acceptance of the terms of such Quote. A partial acceptance of a Quote is not an Order.
“Supplier” means the party providing the Packaging.
2. Overview. These Packaging Terms are entered into and binding between Retroship and Customer for all Orders and Packaging Services. Retroship only undertakes to arrange for Packaging Services for Customer by engaging Suppliers. Retroship is not a Supplier and does not manufacture or produce Packaging. Retroship’s acceptance of an Order is expressly conditional on the terms and conditions set forth below, and the General Terms, Warehouse Terms, Freight Terms, and Fulfillment Terms. In the event Customer's purchase order includes terms and conditions that differ from or are in addition Retroship’s Terms and Conditions, such other terms and conditions are expressly rejected by Retroship and are null and void.
3. Quotes. Customer is responsible for ensuring the accuracy of all specifications, certifications, and information for Retroship to provide a Quote. Retroship is not responsible for any specifications not provided by Customer. The Quote may contain an expiration date. The Quote will be a valid offer until the expiration date set forth in the Quote, Customer’s rejection of the Quote, or the cancellation of the Quote by Retroship. Any lead times displayed on a Quote are estimates only.
4. Orders. Once Customer accepts a Quote in writing, it becomes an Order and is a binding contract. All Orders are non-cancellable by Customer once placed, except with Retroship’s express written consent. Each Order is subject to overproduction or underproduction by the Supplier. If overproduction occurs, Customer will accept the quantity produced up to the specified variance in the Order, and the amount to be paid by Customer will be adjusted accordingly. Unless otherwise agreed upon by Customer and Retroship, Customer is not required to accept or be responsible for payment of quantities produced that exceed the specified variance in the Order. If underproduction occurs, Customer is only responsible for payment of the quantities it receives.
5. Payments. Customer agrees to be invoiced in accordance with the payment terms set forth with the Service Agreement or the Order, as applicable. The payment terms will also apply to tooling, shipping, taxes, and other fees associated with the Order. To the extent applicable, if Customer is unable to make timely payment, Retroship has the right to withhold shipment of the Packaging until payment is received.
6. Storage. Storage of Packaging at a Retroship Facility is subject to Retroship’s Warehouse Terms (https://www.shipretro.com/warehouse-terms). Packaging stored at Retroship’s Facility is defined as Goods.
7. Shipping. Shipping of Packaging from a Retroship Facility to Customer’s customers is subject to Retroship’s Fulfillment Terms and is FOB Shipping Point. Bulk shipping of packaging (i.e., business to business shipping) brokered by Retroship is subject to Retroship’s Freight Terms (https://www.shipretro.com/freight-terms). Bulk shipping of packaging direct from the Supplier to Customer are FOB Shipping Point, and title and risk of loss of the Packaging passes to Customer upon Supplier’s tender of the Packaging to a common carrier at Supplier’s shipping point, regardless of the freight terms stated or method of payment of transportation charges. Customer agrees to accept partial or pro rata deliveries as full performance in the event Retroship cannot fulfill an entire order.
8. Inspection. Customer has the right to reject Packaging that is damaged or non-conforming to the Order’s specifications or quality policies, within three (3) days of receiving the Packaging. If both Customer and Retroship agree the Packaging is damaged or non-conforming, the effected Packaging will be disposed of at Retroship’s cost and direction. If Customer does not reject the Packaging within three (3) days of receiving the Packaging, Customer shall be deemed to have finally and unconditionally accepted the Packaging Received unless agreed to in writing by Retroship.
9. Substitutions and Modifications. Once Retroship has accepted an Order, it is a binding legal agreement between the Parties. Prior to acceptance of an order by Retroship, Retroship may reject an order for any reason, including if there are issues with the specifications. Retroship will obtain Customer’s written approval prior to making any specification or structural design changes to an Order.
10. Returns. Packaging cannot be returned except as set forth in Section 8, Inspection.
11. Tooling. As between Retroship and Customer, Customer owns any tooling used in the production of the Packaging once the tooling has been paid for by Customer.
12. Infringement. Customer agrees it will not copy, nor permit anyone else to copy, any goods or parts thereof, or any pattern, plan, drawing, specification, or depiction thereof, and that it will not knowingly, directly or indirectly, violate or infringe upon the validity of any patent, license or other right of another pertaining to the Packaging. Where any Packaging is manufactured from patterns, plans, drawings, or specifications furnished by Customer, Customer shall indemnify Retroship against and hold Retroship harmless from all loss, damage and expense arising out of any suit or claim against Retroship related to infringement of any patent, trademark, copyright, or other right.
13. Security Interest. To secure payment for all sums due hereunder or otherwise, Retroship shall retain a security interest in all Packaging procured by Retroship hereunder and these terms and conditions shall be deemed a security agreement under the Uniform Commercial Code.
14. Force Majeure. Retroship will not be responsible for any default or delay in performance if caused directly or indirectly, by a Force Majeure Event, including any financial consequences related to the Force Majeure Event, provided that Retroship makes reasonable efforts to mitigate delays related to such Force Majeure Event.
15. Warranty. Customer acknowledges that Retroship is not the manufacturer of any of the Packaging purchased hereunder. Any warranty with respect to the Packaging must come from the original manufacturer of the Packaging. Retroship will pass through to Customer any applicable warranties of the manufacturer to the extent permissible and provide reasonable assistance to Customer in obtaining such warranties. Retroship and its Affiliates hereby expressly disclaim all warranties either express or implied, related to Packaging, including, without limitation, any warranty of merchantability or fitness for a particular purpose, or warranty of noninfringement. This disclaimer does not affect the terms of the manufacturer’s warranty, if any.
16. Limitation of Liability. Retroship’s liability to Customer for any claim of any kind with respect to the Packaging Services hereunder, shall in no case exceed the lesser of: (i) the purchase price of the Packaging thereof that gives rise to the claim; or (ii) the damage cap in the general terms; provided, however, that the Warehouse Terms, Freight Terms, and Fulfillment Terms shall control as it relates to the limitation of liability for Packaging related to Warehouse Services, Freight Services, and Fulfillment Services, respectively.
17. Indemnification. To the maximum extent allowed by law, Customer will defend and indemnify Retroship, its Affiliates, employees, officers, directors and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys' fees) that Retroship, its agents, officers, directors or employees may incur or be obligated to pay as a result of: (i) use, ownership, modification, maintenance, transfer, transportation or disposal of the goods; (ii) any infringement or alleged infringement of the intellectual property rights of others arising from Customer's plans, specifications (including Customer's trademarks and brand names) or production of the goods ordered by Customer; and (ii) Customer's violation or alleged violation of any federal, state, county or local laws or regulation, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices.