About Andler Packaging Group
History:
Andler Packaging Group was founded in the late 1800's by Israel Andler. The company was originally a recycler of glass bottles for the local community. We were considered pioneers for our time as now everyone is thinking sustainability. As the business world changed along with the needs of our customers we changed with it and became a stocking distributor for bottles and caps both in plastic and glass. Over the years we have added locations and expanded our product lines to include items such as pails, jars, pumps, and sprayers to become one of the leading distributors in our field. With the addition of our specialty packaging division in 2004 we are now able to offer products such as labels, printed materials, cartons, and displays along with turn-key solutions to satisfy any packaging requirement our customers may have.
Mission Statement:
Andler Packaging Group believes that our most valuable resources are; (1) our customers, to whom we are committed to providing the very best in world quality service and support; (2) our employees whose individuality we respect and where we offer an environment that encourages and rewards creativity, initiative, and effort.
Our Mission at Andler Packaging Group is to build unrivaled partnerships with our customers through the knowledge and dedication of our employees. We will design, develop, manufacture, inventory and distribute all of your packaging needs. We understand and appreciate the many challenges our customers face. We will support our customers and their deadlines to the best of our ability, not only with the common off the shelf items, but also diverse and custom items made especially for your particular project. Andler Packaging Group is a valuable asset to you, our customer, by helping create and deliver superior packaging solutions, on time, at the right price. Andler Packaging Group (“SELLER”)
Terms and Conditions
GOODS AND SERVICES COVERED BY THIS ORDER ARE BEING SOLD ONLY IN
ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, AND IN SELLER’S
QUOTATION OR ACKNOWLEDGMENT IF ANY, INCLUDING THE TERMS AND CONDITIONS PRINTED
ON THE REVERSE SIDE THEREOF. SELLER OFFERS TO SELL THE GOODS OR SERVICES
DESCRIBED HEREIN ONLY UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. THE OFFER
SHALL BE DEEMED ACCEPTED AND SHALL BECOME A BINDING CONTRACT ON THE TERMS AND CONDITIONS
CONTAINED HEREIN, (A) WHEN SIGNED AND RETURNED BY BUYER, OR (B) WHEN BUYER
ISSUES ITS ORAL OR WRITTEN ACKNOWLEDGEMENT, OR (C) WHEN SELLER COMMENCES
PERFORMANCE, OR (D) WHEN BUYER OTHERWISE ACCEPTS THIS OFFER. BY ACCEPTING THIS
OFFER, BUYER WAIVES ALL TERMS AND CONDITIONS CONTAINED IN BUYER’S PURCHASE
ORDER OR OTHER DOCUMENTS WHICH ARE DIFFERENT FROM OR ADDITIONAL TO THOSE
CONTAINED HEREIN (WHETHER OR NOT BUYER SENDS ITS DOCUMENTS BEFORE OR AFTER
SELLER SENDS THIS FORM), AND ALL SUCH DIFFERENT OR ADDITIONAL TERMS AND
CONDITIONS SHALL BE NULL AND VOID AND OF NO EFFECT.
1. Price. Prices are subject to change by Seller without notice.
Increases in labor, freight and material costs before completion of contract
plus applicable overhead as well as surcharges may be invoiced to Buyer.
2. Delivery or Performance. Unless otherwise specified on the
face hereof, all deliveries are F.O.B. point of shipment. Shipment will be made
in accordance with instructions issued by Seller. Upon delivery of goods to
carrier, Buyer assumes risk of all loss and damage resulting from any cause
whatsoever. Shipping, delivery or performance dates are approximate and are not
guaranteed. Seller will use reasonable commercial efforts to meet the delivery
dates but is not liable for any direct or indirect costs resulting from late
delivery. Seller reserves the right to ship and invoice for a quantity of goods
which may vary up to ten percent over or under the quantity specified and Buyer
agrees to accept delivery and pay for such revised quantity and consider the
shipment to be complete. Partial deliveries shall be accepted by the Buyer and
paid for at contract prices and terms. Buyer shall have no right to delay the
delivery or shipment date. Seller may charge storage charges for any goods
which it holds for Buyer.
3. Force Majeure. Seller shall not be liable for any delay or
other failure of performance due to causes beyond its reasonable control,
including without limitation acts of God, acts of Buyer, acts of military or
civil authorities, fire or other casualty, strikes, lockouts, weather,
epidemic, war, riot, delays in transportation or car shortages, inability to
obtain necessary labor, materials, components, equipment, services, energy or
utilities through Seller’s usual and regular sources at usual and regular
prices or failure or inability of the manufacturer of the goods to perform. In
any such event, Seller may, with notice to Buyer, at any time and from time to
time without further liability to Buyer (a) postpone its performance, (b) make
partial performance or cancel all or any portion of this contract or (c)
allocate available quantities among its customers in any manner which Seller
deems reasonable. Cancellation of any part of this contract shall not affect
Seller’s right to payment for performance of any other part hereof.
4. Warranty and Remedy. Unless otherwise expressly stated on the
face hereof, Seller warrants to Buyer, for a period of 30 days from the date of
shipment and/or performance of services, that the goods delivered hereunder
conform to Seller’s then Current Specifications. Materials and services
furnished by Seller’s suppliers or subcontractors and supplied by Seller to
Buyer are warranted by Seller only to the extent of the supplier’s or
subcontractor’s express warranty to Seller and only to the extent such party
honors its warranty after notification by Seller. If during such period Buyer
promptly notifies Seller in writing of any breach of such warranty and complies
with Seller’s applicable warranty procedures, Seller shall thereupon, at
Seller’s option, re-perform services, repair or replace any defective goods at
Seller’s plant or refund the price of the goods or services or part thereof
which gives rise to the claim. The foregoing shall constitute the sole and
exclusive remedy of Buyer and the full liability of Seller for any breach of
warranty. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF
PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING
WARRANTY SUPERSEDES AND EXCLUDES ANY ORAL WARRANTIES OR REPRESENTATIONS, OR
WRITTEN WARRANTIES OR REPRESENTATIONS MADE OR IMPLIED INCLUDING, WITHOUT
LIMITATION, IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR ANY OTHER
MATERIALS OR BASED ON CUSTOM OR OTHERWISE. ALL WARRANTIES OF PERFORMANCE,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
Seller shall have no liability for any damages or claims if Buyer uses goods
that do not conform to Current Specifications. If Buyer has made any repairs or
alterations to any goods, Buyer will have waived all warranty claims. No
warranties may be assigned to any subsequent Purchaser or user of the goods or
services. Current Specifications means the current technical drawings of the
manufacturer of the goods.
5. Limitations of Seller’s Liability. Seller’s liability on any
claim of any kind, including, without limitation, negligence, with respect to
goods or services shall in no case exceed the purchase price of the good or
service or part thereof which gives rise to the claim. IN NO EVENT SHALL SELLER
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY
DAMAGES OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR
ECONOMIC DAMAGES), OR FOR DAMAGES IN THE NATURE OF PENALTIES.
6. Buyer’s Use. Buyer assumes sole responsibility for analyzing
and determining the suitability of any services and goods supplied by Seller
including all parts and components and Buyer agrees that it is not relying on
Seller in making such determination even if Seller provided assistance,
guidance or design. Buyer assumes full responsibility for any particular use or
purpose. Buyer will not order or use any goods or services unless it is satisfied
that the goods and services are suitable for Buyer’s use and conform to all of
its requirements. Buyer agrees to store and use all goods and services in a
safe manner. Seller is cautioning Buyer that not all products are compatible
with plastic, glass, metal or the other goods and Buyer agrees not to use any
goods with any abrasive, caustic or acid solutions or any other substance which
may cause injury to persons or property.
7. Limitation of Actions. Any action against Seller with respect
to the goods or services which are the subject of this contract will be forever
barred and waived and released by Buyer if it is not commenced by Buyer within
one year from the date of delivery of the particular good or service which
gives rise to the claim.
8. Indemnification and Waiver. Buyer shall defend, indemnify and
hold harmless Seller from any cost, loss or damage sustained by Seller and from
and against all claims asserted against Seller by Buyer or any other party with
respect to the goods or services which are the subject of this contract. This
indemnity includes but is not limited to costs, loss, damages and claims
arising in whole or in part out of (a) failure of Buyer, its agents, employees
or customers to follow specifications, instructions, warnings or
recommendations furnished by Seller, (b) failure of Buyer, its agents,
employees or customers to comply with all applicable laws and regulations,
including, but not limited to any applicable Federal, state and local laws and
regulations governing hazardous materials or safety, all as they may be amended
or supplemented from time to time, (c) misuse of the goods by Buyer, its
agents, employees or customers including use of goods with any substance that
causes injury to person or property, (d) misrepresentation by Buyer, its
agents, employees or customers, (e) the sole or contributing negligence of
Buyer, its agents, employees or customers, or (f) alleged infringement of any
patent, trademark or copyright as a result of Seller’s performance in
accordance with Buyer’s designs, plans, specifications or directions, (g) any
and all lawsuits, liabilities, damages, injuries, claims, demands and expenses
(including attorneys’ fees and legal expenses) of whatever kind and nature
arising on account of the manufacture, use, storage, maintenance or repair of
any of Seller’s goods regardless of by whomever manufactured, used, operated,
maintained or stored and/or arising as a result of claims based upon strict
liability imposed upon Seller except for claims directly resulting from
Seller’s gross negligence. Buyer hereby waives and releases Seller from all
rights of contribution or indemnity to which it may otherwise be entitled. As
used in paragraph 8 hereof, the term “Seller” shall mean the Seller, its
officers, directors, employees, parent, subsidiaries, divisions, affiliates,
successors and assigns. This Indemnity shall continue in full force and effect
notwithstanding the termination of any order or contract.
9. Cancellation by Buyer. Buyer may cancel this contract only upon
Seller’s written agreement and payment of reasonable cancellation charges
including, without limitation, (1) the price for goods, services and raw
materials completed or ordered prior to Seller’s receipt of such notice
together with reasonable profit thereon, (2) all costs previously incurred in
connection with uncompleted goods or services together with reasonable profit
thereon, and (3) all other expenses incurred by Seller by reason of such
cancellation.
10. Taxes. All taxes and other charges imposed by federal,
state, local or foreign governments on the manufacture, sale, shipment, import,
export or use of the goods (other than income taxes) are not included in the
price and shall be paid by Buyer. Buyer shall defend, indemnify and hold
harmless Seller from and against all liabilities for such taxes or charges and
attorney’s fees or costs incurred by Seller in connection therewith. If
applicable, Buyer shall provide Seller with a tax exemption certificate from
the taxing authorities.
11. Advice and Assistance. Upon request, Seller in its
discretion may furnish to Buyer technical advice, design services or assistance
regarding the goods or services. Seller assumes no obligation or liability for
the advice, services or assistance given or results obtained, which shall be at
Buyer’s sole risk.
12. Buyer’s Materials. All of Buyer’s tooling, goods, and other
property in Seller’s possession shall be fully insured by Buyer and Buyer
releases Seller from all liability for loss or damage to such material caused
by Seller’s negligence or otherwise. Whenever one year has elapsed since the
completion of any order from Buyer requiring the use of such materials, Seller
may make any use or disposition of such materials without any liability to
Buyer.
13. Seller’s Proprietary Rights. Seller shall be the sole owner
of all drawings, inventions, tooling and improvements made by or for Seller in
connection with the performance of this contract. Buyer shall not reproduce any
drawing furnished by Seller. Buyer shall not use or disclose any of Seller’s
trade secrets or confidential information, whether or not designated as such,
except as required in connection with the use or resale of the goods or
services covered by this contract.
14. Credit and Collection. Seller is relying upon Buyer’s
representation of solvency and if Seller at any time reasonably believes that
Buyer is insolvent or its credit is impaired, Buyer shall be in material breach
hereof and Seller may, without liability to Buyer, withhold performance, change
payment terms and/or repossess goods previously delivered. Title to goods shall
remain in Seller until payment in full is received. In extending any credit
hereunder, Buyer shall pay to Seller interest on the unpaid amount at the
maximum annual rate permitted by law or 1-1/2% per month, whichever is less and
if Buyer fails to pay according to the terms of this contract, Seller may make
such charges and may also collect the amount unpaid with Buyer being liable to
Seller for all costs of collection including attorney’s fees and court costs.
Unless otherwise mutually agreed in writing, all invoices must be paid via
electronic funds transfer (EFT) or check.
15. Buyer’s Financial Responsibility. If Seller shall at any
time doubt Buyer’s financial responsibility, Seller may demand adequate
assurance of due performance or decline to make any further shipments except
upon receipt of cash payment in advance or security. If Seller demands adequate
assurance of due performance and the same is not forthcoming within 10 days
after the date of Seller’s demand, Seller may at its option (1) defer shipments
under any order from Buyer which Seller has accepted until adequate assurances
are received or (2) cancel this order and any other order from Buyer which
Seller has accepted and recover damages.
16. Miscellaneous. This contract constitutes the entire
agreement between Buyer and Seller relating to the goods or services which are
the subject hereof. No modifications shall be binding upon the Seller unless in
writing signed by Seller’s duly authorized representative. If any term or
provision of this contract shall to any extent be invalid or unenforceable,
such provision will be enforced to the maximum extent permitted by applicable
law and the remainder of the contract shall not be affected thereby, and each
term and provision of this contract shall continue to be valid and enforced to
the fullest extent permitted by law. No waiver by either party of default shall
be deemed a waiver of any subsequent default. The captions used herein shall
have no substantive significance.
17. Choice of Law and Jurisdiction. These terms and conditions
shall be construed in accordance with the laws of the State of Illinois,
without regard to principles governing conflicts of laws. Buyer and Seller consent
to the exclusive jurisdiction and venue of the federal and state courts
situated in or having their situs over Chicago, Illinois, United States of
America, provided either party may seek injunctive or other equitable relief in
any court of competent jurisdiction.
18. Attorneys’ Fees. If Seller pursues any legal action to
enforce any of its rights, Seller shall be entitled to recover from Buyer all
reasonable attorneys’ fees and all other costs and expenses incurred by Seller
in connection with such action.
|