GENERAL TERMS & CONDITIONS OF SALE
1. DEFINITIONS
1.1 “MPI” is Medical Packaging Inc. LLC, a Delaware corporation with a principal office and mailing address at 8 Kings Court, Flemington, New Jersey 08822. The sale of goods or services by MPI are subject to the Terms and Conditions.
1.2 “Products” are any goods, products, or services provided by MPI to the Customer. Products can include, but are not limited to, machines, packaging materials or disposables, machine services, machine parts and software.
1.3 “Customer” is the company or individual purchasing the Products from MPI.
1.4 “Terms and Conditions” are the terms and conditions contained herein.
2. SCOPE OF TERMS AND CONDITIONS
2.1 These Terms and Conditions supersede any conflicting, contrary, or additional terms and conditions proposed by the Customer, whether included in purchase orders or any other communications. These Terms and Conditions are the entire contract between MPI and Customer and supersede all other agreements and understandings between the parties with respect to subject matter hereof. MPI hereby rejects all terms and conditions proposed by Customer, including those contained in any of the Customer’s business forms (including any purchase order).
2.2 MPI reserves the right to change these Terms and Conditions at any time.
3. PURCHASE ORDERS AND CUSTOM ORDERS
3.1 All purchase orders issued by Customer shall specify as a minimum the type and quantity of Products requested and applicable unit prices. No purchase order shall be binding on MPI unless and until confirmed by MPI in writing.
3.2 Any variation in quantities shipped below the Customer’s original quantity ordered (shortage), not to exceed ten percent (10%), shall constitute compliance with Customer’s order and the stated unit price of Products will continue to apply.
3.3 Custom Lot quantities will be reviewed and accepted or denied on a case-by-case basis. The requested Lot quantity size, in combination with the product item number, production capacity and raw material supply will be considered at the time of each request. Customer understands the potential risks involved in a custom lot quantity, specifically a large lot quantity, to include but not be limited to a product recall.
3.4 Any changes or modifications requested by Customer to volume, materials, shipping, delivery, specifications, etc. must be expressly agreed to in writing by MPI. MPI reserves the right, in its sole discretion, to adjust the price of Products affected by Customer’s change request. If the change request causes MPI to incur additional costs, these additional costs will be communicated by MPI to Customer and will be reflected in an invoice to Customer.
3.5 For all small package shipments (e.g., UPS or FedEx) and domestic freight shipments, MPI submits and Customer agrees to the following (a) no cancellations accepted within 24 hours of promised ship date; (b) no cancellations, changes or modifications accepted for any order that has been fulfilled, processed and/or shipped; and (c) once MPI has accepted the order, any change to an expedited order is subject to a 20% reprocessing fee.
3.6 For all international freight Shipments, MPI submits and Customer agrees to the following (a) no cancellations accepted within 96 hours of promised ship date; and (b) no cancellations, changes or modifications accepted for any order that has been fulfilled and is being processed (typically 48 hours of promised ship date).
3.7 Customer orders that are specialized or made-to-order are considered “Custom.” Custom ordered materials are non-refundable and not returnable. Custom orders are subject to minimum purchase quantities. MPI may require minimum purchase quantities on Custom orders, which MPI will communicate prior to Custom order acknowledgement. For all Custom material orders, MPI submits and Customer agrees to the following (a) no cancellations accepted once MPI sends order acknowledgment to Customer; and (b) all change or modification requests to an acknowledged order must be sent to MPI in writing by Customer. MPI reserves the right, in its sole discretion, to accept, deny, or modify Customer’s change or modification request.
4. PRICES AND TERMS OF PAYMENT
4.1 The prices for Products are exclusive of taxes, impositions and other charges, including, but not limited to freight and sales, use, excise, value added, and similar taxes or charges imposed by any government authority.
4.2 All Product sales made hereunder shall at all times be subject to approval of MPI’s finance department. Customer must submit financial information from time to time as may be reasonably requested by MPI for the establishment or continuation of payment terms and credit. MPI may, in its sole discretion, at any time change agreed payment terms or credit limit without notice by requiring pre-payment.
4.3 Unless otherwise stipulated by MPI, all Customer payments to MPI originating outside of the U.S. shall be made in U.S. Dollars by wire transfer to MPI’s bank account in advance of scheduled shipment. Customer wire transfer instructions to its bank must provide that all banking charges are for the account of Customer.
4.4 If Customer fails to pay any invoice within fourteen (14) calendar days of the invoice due date, MPI may suspend shipment of any purchase order (or place Customer account on hold) until payment is received by MPI. Further, in the event of late payment, MPI reserves the right to impose an interest charge of 1.5% per month, or (if lower) the maximum rate permitted by law, applicable from the due date until full payment is received. Any order on hold and not shipped due to Customer non-payment or late payment, is subject to a 1% daily storage fee, calculated based on the order open balance and applied to the order / invoice. In the event of Customer non-payment, Customer agrees to pay any charges incurred in the collection of this account, to include but not be limited to, reasonable attorney fees, collection agency fees, filing costs and servicing fees. This shall be in addition to, and not in limitation of, any other rights or remedies to which MPI may be entitled to at law or in equity.
4.5 For Products orders with Customer pick-up, MPI, in its sole discretion, may apply a daily storage fee of 1% of the total invoice amount, if Customer fails to collect Products within three (3) to five (5) days from MPI’s notification of order completion. MPI reserves the right to cancel any order held in storage for ten (10) business days or more after the promised collection date.
4.6 If payment terms for Customer are set as “Pre-Pay” by MPI, Customer is required to submit payment to MPI before MPI will ship Products. Customer must submit a valid Purchase Order to MPI in advance. MPI will send a proforma invoice to Customer, which will be valid for thirty (30) days. Once MPI receives payment from Customer, if prior to the expiration period on an active proforma invoice, the order will be released from hold and will be added to the current shipping queue and will be subject to any current lead-times. If payment is not received prior to expiration of an active proforma invoice (a) MPI will delete the order from its system and assume it is no longer valid; and (b) Customer will be required to submit a new valid Purchase Order to MPI and will be required to follow the Pre-Payment Terms as described above.
5. ACCEPTANCE OF PRODUCTS AND RETURNS
5.1 Customer shall notify MPI within ten (10) business days of receipt of shipment if there are any discrepancies with Products and/or quantities shipped. Any notification from the Customer to MPI after ten (10) business days will be subject to review by MPI and MPI reserves the right, in sole discretion, to deny a discrepancy claim. Customer is required to document any visible discrepancies pertaining to the shipment with the carrier at time of arrival / delivery.
5.2 Returns must be made within ten (10) business days of receipt. A 20% restocking fee applies to all returned items with the exception of defective material. All items must be returned in their original factory packaging and in “like new” condition. All returned Products will be inspected upon arrival at MPI and are subject to approval. Materials not purchased directly from MPI are to be returned to the MPI Distributor in accordance with their material return policy. The Customer is responsible for shipping costs of returned items. Shipping costs are not refundable.
5.3 MPI will not be responsible for any damage sustained to Products during shipment. In the event Products arrive at Customer’s designated site damaged due to the shipping process, Customer may refuse shipment or report the damage to the freight carrier. Any damaged Products must be retained pending instructions from the carrier, in order to obtain full coverage of replacements for damaged materials.
5.4 For incorrectly shipped materials, MPI will send a prepaid UPS return label. Returned materials must include a Return Merchandise Authorization (RMA) number. MPI may refuse items returned without an RMA number. To request an RMA number, contact MPI at (800) 257-5282, extension 2, between 9:00 a.m. – 4:00 p.m. EST, Monday through Friday. The full RMA number must be clearly marked on the outside of all packaging. Returns must be postmarked within five (5) days of MPI’s receipt of Customer’s RMA number. Upon MPI’s receipt of notification, MPI will ship replacement material with no shipping cost to the Customer, using the original shipment method. Custom ordered materials are non-refundable.
6. DELIVERY TERMS AND SCHEDULE
6.1 MPI will notify Customer promptly after MPI’s acceptance of Customer’s purchase order of the availability of the Products for shipment. Custom orders may require additional production time, which will be estimated upon receipt of Customer purchase order. Global supply chain disruptions may impact standard availability for Products and increase minimum lead times. Stated availability does not include transit time unless otherwise specified.
6.2 All domestic shipments within the United States are subject to FOB Origin terms, unless otherwise agreed upon in writing by MPI. MPI will arrange for transportation based upon information per Customer purchase order. If shipping requirements (carrier, shipping method, etc.) are not clearly specified on the Customer Purchase Order, MPI may, in its sole discretion, select the shipping method, carrier, and the applicable freight charges through MPI’s preferred carrier as a pre-pay and add.
6.3 All International shipments are offered INCOTERMS® 2010 EX Works (EXW), directed by the Customer (i.e. ‘Routed’ shipment according to the US Census Bureau). Customer takes complete legal and physical responsibility for the shipment beyond MPI’s location. Customer responsibility includes, but is not limited to, complete direction of the shipment, all freight charges, transfer fees, insurance, legalization by Embassy (if needed), certificate of origin, documentation, clearance, reporting, custom fees, tariffs, taxes, and duties. Customer is responsible for identifying its US Forwarder for the Products by providing MPI with written authorization appointing the US Forwarder as the authorized agent to transmit the export information as required or regulated by law. Customer must arrange for Products pick-up from MPI’s principal place of business in Flemington, New Jersey, U.S.A. Any changes to the shipment (US Forwarder, Shipment Method, Destination, Products, etc.) after MPI has processed the documentation is subject to MPI’s approval and may result in a reprocessing fee up to $300.00 USD.
7. LIMITED WARRANTY
7.1 MPI warrants the Products it sells are free from defects in material and workmanship at the time of shipment. As with any manufacturing process, there is a risk of an occasional defect; this potential increases as order volume increases. If, after inspection of Products by Customer, the Products are found to be defective, MPI will, at its option, repair or replace the defective Products, or refund an appropriate portion of the purchase price for the defective Products. MPI shall have no obligation with respect to any defect in any of its Products unless MPI is notified within ninety (90) days of shipment. Any Products returned to MPI will be inspected for defects.
7.2 Customer must contact MPI for Return Merchandise Authorization (RMA) before returning any Product under this warranty. The Warranty does not cover (a) damage from shipping, (b) conditions in which the equipment is not properly adjusted or maintained by Customer, (c) loss of materials, profits or product, (d) expedited return shipping to the Customer, (e) consumed / not returned materials; (f) or if, in the opinion of MPI, the material has been damaged by improper storage, accident, neglect, misapplication, improper use, natural events, non-embedded foreign objects, use of unauthorized materials or equipment, or as a result of modification to the material. Refer to paragraph 5.4 above for RMA instructions.
7.3 MPI warrants that all packaging machines sold are free from defects in material and workmanship under normal use and service for a period of one year from the date of shipment. If any machine fails to comply with this warranty, MPI shall, at its option, either repair or replace the defective machine, provided that the Customer notifies MPI of such defect within the warranty period. MPI’s liability under this warranty shall be limited to the repair or replacement of defective machines and shall not extend to any incidental or consequential damages, including but not limited to loss of profits, production, or data. MPI is not liable for damages resulting from improper installation, maintenance, or use of the machines not in accordance with the product instructions.
7.4 MPI offers annual maintenance plans to ensure optimal performance of Customer purchased packaging machines. These plans include regular inspections, routine maintenance, and priority technical support. Details of the specific services provided, the schedule for maintenance, and the fees for these plans are detailed in the service agreement provided at the time of purchase or renewal. The maintenance plans do not cover repairs or replacements required due to Customer misuse, abuse, unauthorized modifications or alterations, or external causes such as accidents or natural disasters. Consumables and parts not explicitly covered under the maintenance agreement will be provided at an additional cost.
7.5 MPI offers technical support services for its packaging machines. Technical support includes telephonic troubleshooting and, where applicable, remote access support to address software-related issues within standard business hours.
7.6 In the event that a problem with a machine cannot be resolved remotely, MPI will dispatch a service technician to the Customer site. Service calls are subject to availability and may incur additional charges if outside the scope of the maintenance plan or warranty. Travel expenses and labor costs for such visits will be billed separately, unless otherwise covered by the maintenance plan.
7.7 MPI reserves the right to revise the specifications of any products or services, including machines and maintenance plans, without prior notice to Customer, provided such changes do not materially affect the performance or use of the product. MPI will notify Customer of any significant changes that may affect Customer’s maintenance plans or machine operation.
7.8 This warranty is not renewable and is non-transferable. The warranty is not a warranty of fitness for a particular purpose, nor an express warranty. There is no additional implied warranty. This warranty is limited to the terms specifically set forth herein. The foregoing warranty is and will be the sole and exclusive remedy of Customer for any and all claims, whether in contract, tort, or otherwise, and MPI will not be liable for injuries or damages to persons or property resulting from any cause whatsoever. This limitation applies to all goods and services during and after the warranty period. This warranty is only valid for original Customer and is not transferable.
8. LIMITATION OF LIABILTY AND FORCE MAJEURE
8.1 Neither Party to these terms and conditions will be entitled to, and neither shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss of customers. Customer recovery from MPI for any claim shall not exceed the purchase price for the Products giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
8.2 Either party shall be excused from any delay or failure in performance (other than a delay in payment) if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
9. MISCELLANEOUS
9.1 If pre-samples of Products are required, Customer must notify MPI in writing prior to order acknowledgement. If MPI had previously acknowledged the order, MPI has the right to deny Customer’s pre-sample request.
9.2 Contact Information: Medical Packaging Inc., LLC, 8 Kings Court Flemington, NJ 08822 Representatives are available Monday through Friday between 9:00 a.m. and 4:00 pm EST, excluding Standard U.S. Holidays. Call toll-free: 800.257.5282 or 609.466.8991, Option 2 Fax: 609.651.8072 Email: materialorders@medpak.com.
9.3 If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable but that by limiting such provision it would become valid and enforceable then such provision shall be deemed to be written, construed, and enforced as so limited.
9.4 All non-public, confidential or proprietary information of MPI, including but not limited to, specifications, samples, designs, plans, prices, customers and discounts, disclosed by MPI to Customer in any form, and whether or not designated as “confidential”, in connection with this Agreement is confidential and may not be disclosed or copied unless authorized in advance by MPI. Customer agrees that it will take the same steps to protect the confidentiality of MPI confidential information as it takes to protect its own confidential information and shall not use MPI’s confidential information for any purpose other than in accordance with this Agreement and shall not disclose such confidential information to any person other than its personnel who have a need to know such confidential information for the Purpose of this Agreement.
9.5 Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the jurisdiction of the courts of the State of New Jersey, U.S.A. and shall be controlled and conducted in the English language. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue and agrees to be conclusively bound by the final decision or award, which shall be in writing and shall state the reasons upon which it is based. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that it brings in any other jurisdiction or venue.
9.6 MPI may at any time, upon written notice to Customer, terminate all or part of the Agreement for its convenience, without any liability whatsoever to MPI. Customer shall be liable for all Products delivered to Customer prior to the termination of the Agreement.
Last Revision: May 28, 2024