JOHNSON PLASTICS PLUS (JPP)
Terms and Conditions
AS OF JULY 17, 2021
1. AGREEMENT; ACCEPTANCE.
These Terms and Conditions of Sale are entered into by and between Johnson Plastics Plus (“JPP”) and the Customer identified on the front of JPP’s written acknowledgement form (“Customer”). No order for JPP’s goods or services shall be binding upon JPP until acknowledged in writing by JPP. The order, JPP’s written acknowledgement along with these Terms and Conditions of Sale (“Terms and Conditions”) constitute the entire agreement (the “Agreement”) with respect to its subject matter between JPP and Customer and supersedes all prior oral or written representations or agreements by the parties with respect to the subject matter of this Agreement. Any purchase order, offer, counter-offer, communication, or document that is issued before or after JPP’s written acknowledgement are rejected. Any terms contained on any of Customer’s own forms that modify, conflict, add to, or are inconsistent with these Terms and Conditions are expressly rejected and of absolutely no force or effect. Acceptance of an order is expressly conditional upon Customer’s assent to these Terms and Conditions. Under no circumstances will JPP be deemed to have in any way changed, enlarged or modified its liabilities or obligations as fixed by these Terms and Conditions, including without limitation, situations in which JPP satisfies an order submitted on Customer’s own purchase order or other Customer forms. Customer shall be deemed to have agreed to these Terms and Conditions upon the earlier of: (i) acceptance of JPP’s quotation, (ii) acceptance of delivery of the goods or services, or (iii) the issuance of a purchase order to JPP.
Prices are subject to change up until JPP’s acknowledgement of acceptance of an order. Written quotations shall only be valid for thirty (30) calendar days from the date of quotation, unless otherwise agreed upon in writing by the parties. Verbal quotations are non-binding on JPP. Quoted prices exclude all sales, excise, municipal, state, or any other state or local taxes. All taxes and other government charges imposed on the production, manufacture, distribution, sale or use of goods or services, to the extent required or not forbidden by law to be collected by JPP from Customer, shall be paid by Customer to JPP unless Customer furnishes JPP with exemption certificates acceptable to the relevant taxing authorities. JPP reserves the right to revise final quoted prices of work in process due to any change in the order on the part of Customer.
3. PAYMENT TERMS.
With approved credit, payment terms on JPP invoices are net thirty (30) calendar days from the date of invoice. Any past due amounts on invoices shall bear interest at the greater of (a) 1.5% per month on the outstanding amounts due, or (b) the maximum interest rate permissible by applicable law. Domestic customers may make payment by MasterCard, VISA, or AMEX. JPP does not accept Discover credit cards. A charge of $4.00 will be accessed if a credit card is used for an account payment. JPP also accepts PayPal and Amazon Pay for internet orders. Customer may also pay for an order at time of purchase or make payments on invoices with a debit card, but please note that Customer’s bank may place a pre-authorization hold on Customer’s account for more than the purchase amount. Pre-authorizations will reduce the amount of available funds in the Customer account until Customer’s order is shipped and billed by JPP, which is a process conducted by Customer’s financial institution and not JPP. A service charge of the greater of (i) $30.00, or (ii) the maximum rate permitted by law; will be accessed on any check that is returned by a bank for any reason. For orders that will have long lead times, credit card pre-authorizations expire after thirty (30) days, in which case JPP will re-authorize your credit card. Cash on delivery orders are not accepted by JPP. If Customer places a large order, as determined in JPP’s discretion, for custom cut, fabricated, or special order material, such order may require a down payment prior to JPP processing the order.
In the event of nonpayment by Customer on an invoice when due, in addition to any other rights or remedies JPP may have, JPP shall also have the right to suspend any further performance of any services or the shipment and delivery of any future goods under this Agreement or under any other agreement with Customer until such invoice is paid in full. If any outstanding amounts under a past due invoice goes unpaid for more than five (5) calendar days after Customer’s receipt of a written demand for payment by JPP, then JPP shall have the option to terminate this Agreement without any penalty and without prejudice to JPP’s rights and remedies. For international customers, payment will be required in advance by wire transfer, credit card, or cash. Shipping charges for international customers will be added after Customer’s order is submitted. A JPP service representative will contact Customer with a shipping estimate and an additional payment will be required for such shipping costs. In the event that the shipment of goods are delayed or deferred at the request of Customer beyond the originally scheduled date, payment shall be due in full when JPP is prepared to ship the goods or perform the services. Any goods which cannot be shipped under such circumstances may, at JPP’s option, be stored at the exclusive risk and expense of Customer.
4. SHIPPING; RISK OF LOSS.
Except as otherwise agreed upon in writing between the parties, shipping terms on all sales of goods shall be F.O.B. JPP’s facility. Shipping costs and handling fees will be arranged by JPP and charged to Customer. Cash on delivery shipments are not permitted. Shipments are usually send via United Parcel Service and motor truck. All orders will be shipped by the lowest cost surface transportation. Chargers and other terms and conditions may apply for freight collect, special handling, specialized freight services, Less Than Truckload shipments, Special Order or Drop Shipments, or shipments outside the contiguous United States. Flat rate shipment fees may apply to qualifying orders as set forth at https://www.jpplus.com/flat-rate-delivery. Whenever possible, stock orders are shipped within twenty-four hours after receipt. Not all goods are in stock at all JPP locations. Orders will ship complete, when possible. Risk of loss shall pass from JPP to Customer when JPP makes the goods available to the transportation carrier. JPP will use commercially reasonable efforts to meet delivery dates stated in advance of the actual shipment of goods or the performance of the services, but in no event shall any quoted delivery date be deemed as a firm or guaranteed delivery date.
JPP shall not be liable for any damage as a result of any non-delivery or delay in delivery that is due to any cause beyond JPP’s reasonable control, including, without limitation, acts of God, acts of nature, an act by Customer, embargo, other accident, labor strike, act of war, terrorism, boycott, slowdown, riot, civil disturbance, government rule or regulation, delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities. JPP will not be liable for any additional delivery or service fees that may be incurred by the customer after the time the order has been placed. This includes carrier fees for changing delivery address post-shipment, reconsignment fees, additional equipment that may be needed for delivery, etc. Any carrier charges related to shipping changes made after the order has been placed and shipped will be the sole responsibility of the customer making the change and prepaid to the carrier. Charges that are incurred by JPP will be invoiced to the customers JPP account for reimbursement.
6. INSPECTION; QUANTITY.
Customer shall undertake an inspection of any JPP goods delivered hereunder upon receipt. Patent defects with any JPP goods shall be communicated to the transportation carrier at the time of delivery. Claims for shortages or defective product from JPP not reasonably discoverable upon delivery shall be made to JPP through its customer service representatives. Upon request from JPP, Customer shall provide photographs of the damaged or defective goods. If Customer does not provide any notice of any shortages or defects to JPP within five days after receipt of shipment of the goods, then Customer will be deemed to have unconditionally accepted such goods. All latent defects discovered after acceptance of the goods be addressed as warranty claims hereunder.
7. WARRANTY; CLAIMS.
Customer acknowledges and agrees that Customer has selected and ordered goods based on its own skill and judgment and agrees that it is responsible for ensuring that the goods selected are fit for Customer’s purpose. JPP warrants only that such goods have been produced in accordance with JPP’s standard practices as it pertains to materials and workmanship, and no samples or prior description of goods shall constitute an express warranty. If goods are non-conforming, JPP, at its sole option and subject of the terms of this Section 7 and Section 11, will either (i) allow Customer to return the goods and receive repayment of the price or (ii) repair and replace the goods. No goods shall be returned to JPP without prior authorization from a JPP customer service representative. JPP will not be responsible for any selection of goods made by Customer and will not have any liability to Customer for any loss, damages, costs, or expenses suffered by Customer as a result thereof.
THE WARRANTY IN THIS SECTION 7 IS IN LIEU OF ANY EXPRESS OR IMPLIED WARRANTIES, AND JPP EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY BY VIRTUE OF COURSE OF DEALINGS, COURSE OF PERFORMANCE, OR USAGE OF TRADE BETWEEN THE PARTIES.
JPP shall have no obligation under the warranty in this Section 7 if damage to the goods occurs because of Customer’s failure to comply with JPP’s written storage procedures for the goods or improper handling or operation, modification of the goods, abuse, misuse, unauthorized repairs made or attempted and/or where equipment is operated above rated capacity. No agent, employee, or representative of JPP has authority to bind JPP to any affirmation, representation, or warranty concerning the goods sold. Customer agrees that any litigation or arbitration relating to any claim must be commenced within one (1) year after date of shipment by JPP. Customer hereby expressly assumes all liability for all damage and injury occurring before and after said time periods if notice is not made pursuant to this Agreement.
If Customer desires to return any goods provided hereunder, Customer must notify JPP’s customer service department within thirty (30) days of the invoice date for the goods to obtain a return authorization number. No returns of any goods will be accepted without a returns authorization number. Customer must provide JPP’s customer service department with an itemized list of goods, invoice number, and a reason for the return. Goods authorized for return are subject to a charge of 15% of the purchase price as a restocking fee. No returns or credit will be authorized more than thirty (30) days following the invoice date, or for returned material that is not in a resalable condition. All authorized returns must be shipped back to the originating JPP warehouse location. Special order, non-stock, custom fabricated items, or custom imprinted badges cannot be returned. Once opened, inks, toners, and equipment parts are not returnable. Inks that are unopened but within six (6) months of expiration are also not eligible to be returned to JPP. All equipment sales are final and no returns are accepted on such equipment.
9. CHANGES TO ORDERS; SPECIAL ORDERS.
Once an order has been placed and accepted as set forth in Section 1 of these Terms and Conditions, the order cannot be changed or cancelled. Returns of any goods are governed by Section 8. Orders that are for specialty goods, drop shipped, and/or consist of custom fabricated items, cannot be cancelled after the order has been placed and are non-returnable and non-refundable. Sheets with adhesive application or special cut sizes are also non-returnable and non-refundable. All fabrication orders are subject to a quantity variance of +/- 10% and Customers are invoiced for the quantity shipped plus applicable shipping charges.
- If Customer modifies JPP’s goods or incorporates JPP’s goods into another product or component part, Customer agrees to fully defend, indemnify and hold JPP, including its officers, directors, employees, agents and representatives (“Indemnified Parties”) harmless from any and all patent, or other intellectual property claims arising out of, in relation to, or in connection with (i) any JPP goods made in accordance with Customer’s designs or specifications; or (ii) the use of any drawings provided to JPP by Customer for use in the manufacture, production, or assembly of such goods.
- Customer also agrees to fully defend, indemnify and hold the JPP Indemnified Parties harmless from and against any and all third party claim arising out of or in connection with (i) any breach of this Agreement by Customer; and/or (ii) any violation of law by Customer in connection with its use, supply, transfer, or exportation of the goods.
11. LIMITATION OF LIABILITY.
JPP’S LIABILITY ON ANY CLAIM FOR LOSS OR DAMAGE ARISING OUT OF ANY TRANSACTIONS UNDER THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH THEREOF OR CONNECTED WITH ANY GOODS OR SERVICES SUPPLIED HEREUNDER, OR THE SALE, RESALE, OPERATION, OR USE OF GOODS, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY SHALL NOT EXCEED THE PRICE ALLOCABLE TO SUCH GOODS OR SERVICES OR THE PART THEREOF INVOLVED IN THE CLAIM, REGARDLESS OF CAUSE OR FAULT. CUSTOMER’S REMEDIES ARE LIMITED TO THE RETURN OF NON-CONFORMING GOODS, SUBJECT TO THE PROVISIONS OF SECTION 7 OF THESE TERMS AND CONDITIONS. THIS LIMITATION OF LIABILITY AND THE REMEDIES PROVIDED UNDER THIS AGREEMENT REFLECT A DELIBERATE AND BARGAINED-FOR ALLOCATION OF RISKS BETWEEN JPP AND CUSTOMER AND CONSTITUTES THE BASIS OF THE PARTIES’ BARGAIN, WITHOUT WHICH JPP WOULD NOT HAVE AGREED TO THE PRICE OR TERMS OF THIS TRANSACTION.
JPP SHALL NOT, IN ANY EVENT, BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER GROUNDS OR THEORY OF LIABILITY OR FOR INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF CUSTOMER FOR SUCH DAMAGE.
IN ADDITION, IF JPP FURNISHED CUSTOMER WITH ADVICE OR OTHER ASSISTANCE REGARDING ANY GOODS OR SERVICES SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH GOODS MAY BE INSTALLED, AND WHICH IS NOT REQUIRED PURSUANT TO THIS TRANSACTION, THE FURNISHING OF THE ADVICE OR ASSISTANCE WILL NOT SUBJECT JPP TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY.
12. COMPLIANCE WITH LAWS; EXPORT CONTROLS.
Customer shall comply with all applicable laws, rules, and regulations in connection with its use of the goods. Customer shall also comply with all applicable law and regulations concerning the supply, transfer, export, re-transfer, or re-export of the goods, including economic sanctions, export control, and trade embargos (collectively, “Sanctions”). Customer shall not cause JPP to either, directly or indirectly, risk any potential violation of applicable Sanctions. Customer will not supply, sell, transfer, export, re-transfer, re-export or otherwise make available for use any good supplied by JPP in order to circumvent, evade, or avoid any applicable Sanctions.
13. GOVERNING LAW; JURISDICTION.
The Agreement, including these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Ohio, without regard for any conflict of laws rules or statutes. The parties hereto expressly agree that the provisions contained in the U.N. Convention on Contracts for the International Sale of Goods shall not apply to any transaction subject to these Terms and Conditions. For any Dispute (defined below) arising out of or in connection with this Agreement involving an amount in controversy in excess of $50,000, exclusive of interest and costs, the parties irrevocably consent to the exclusive jurisdiction of and venue in the state and federal courts in and for Hancock County, Ohio, U.S.A. The parties further irrevocably waive any claim that jurisdiction and venue in such courts is inconvenient or improper.
In the event of any dispute, controversy, claim, suit, question of interpretation, or other proceeding (collectively, “Dispute”) that cannot be resolved through informal negotiation, which arises out of or in connection with this Agreement, where the amount in controversy is less than $50,000, exclusive of interest and costs, the parties agree that such Dispute shall be resolved through binding arbitration. The arbitration shall be governed by the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”). A single arbitrator shall preside over the arbitration and shall issue a written award, which the prevailing party may enforce in a court of competent jurisdiction. The location of arbitration shall be Findlay, Ohio, U.S.A.
15. WAIVER OF JURY TRIAL.
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT.
16. PREVAILING PARTY.
In the event that JPP is determined to be the prevailing party in any Dispute related to some or all of the claims, Customer hereby agrees to pay all of JPP’s attorney’s fees and litigation costs through any appeal.
Neither party shall assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, which such consent shall not be unreasonably withheld, except that either party may assign or delegate its rights or obligations hereunder to an Affiliate without the other party’s consent. As used herein, the term “Affiliate” shall mean any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by or is under common control with the entity specified.
18. AMENDMENT; MODIFICATION.
Neither the Agreement nor any of its provisions, including those contained in these Terms and Conditions may be modified, amended, or waived, whether orally, through the parties’ course of performance, course of dealing, course of conduct, or manifested in any other way, unless it is in writing and signed by an officer of JPP.
Any provision of the Agreement that is determined by an arbitrator or court of competent jurisdiction (subject to Sections 13 and 14 of these Terms and Conditions) to be invalid, illegal, or unenforceable, such finding shall not affect the validity or enforceability of any other provision of the Agreement, which shall continue in full force and effect. The invalid, illegal, or unenforceable provision may be judicially modified, to the extent permissible by applicable law, to most closely achieve the parties’ original intent.
Any failure by JPP to insist upon the performance of any of the Terms and Conditions set forth in the Agreement, or the failure of JPP to exercise any of its rights under the Agreement shall not be construed as a waiver or relinquishment of any such terms, conditions, or rights, and shall not affect JPP’s right to insist on strict performance and compliance with regard to any future performance of these Terms and Conditions.