STANDARD TERMS & CONDITIONS
Quotations. All quotations for the goods (the “Goods”) set forth on Seller’s Quotation or Pro forma Sales Order Confirmation Form (“Order Form”) are expressly conditioned upon Buyer’s acceptance of these Terms and Conditions and are subject to written confirmation prior to acceptance by Seller of any order made in response hereto. Unless otherwise specified on the Order Form, Seller’s quotation automatically expires thirty (30) days from the date of Seller’s Order Form and is subject to termination by notice within that period. These Terms and Conditions shall become part of the agreement between Seller and Buyer created by acceptance of the Seller’s Order Form, or acceptance by Seller of any purchase order or similar document from Buyer and incorporated by reference therein.
Acceptance. Seller has the right, in its sole discretion, to accept or reject any Order Form. Acceptance of the offer reflected on Seller’s Order Form by Buyer is expressly limited to the exact terms contained herein and any attempt by Buyer to alter or omit any of such terms shall be deemed a rejection and a counteroffer. If Seller’s Order Form is accepted and Buyer’s order form is used for the purpose, Buyer agrees that any terms and conditions appearing on any document submitted by Buyer which conflict with (i) the terms and conditions contained herein, (ii) any quotation submitted by Seller, or (iii) any unexpired master supply agreement between Seller and Buyer are hereby expressly rejected and shall not constitute terms of any sale of goods or services by Seller, and the issuance of such purchase order by Buyer shall be deemed to evidence the consent of Buyer to the foregoing. These Terms and Conditions supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether written or oral, provided, however that the terms and conditions set forth in any unexpired master supply agreement by and between Seller and Buyer that have been designated therein to supersede these Terms and Conditions shall govern. The foregoing shall apply to all documents heretofore or hereafter submitted by Buyer, whether executed by Seller or not.
Buyer agrees that any order for Goods by Buyer shall constitute a representation that Buyer is solvent.
Payment Terms. The amount of any invoice (the “Invoice”) issued in conjunction with the purchase of Goods resulting from Seller’s Order Form or Buyer’s purchase order is payable in full within thirty (30) days of the Invoice date (the “Payment Terms Period”). Should Buyer contest any charge on an Invoice, Buyer must notify the Seller, in writing, within the Payment Terms Period, along with substantiating documentation/a reasonably detailed description of the dispute. The uncontested balance of the Invoice must be paid within the Payment Terms Period. Buyer will be deemed to have accepted the Invoice if Buyer fails to timely notify Seller of any disputes. Notwithstanding anything to the contrary, Buyer shall continue to perform its obligations pursuant to these Terms and Conditions and any master supply agreement between Buyer and Seller during any such dispute, including, without limitation, Buyer’s obligation to pay all due and undisputed invoice amounts. If Seller determines in its sole discretion that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Seller’s other rights, at Seller’s option, credit terms may be rescinded and Seller may, in its sole discretion, and without liability or penalty, require payment in advance from Buyer, defer future shipment to Buyer until Buyer’s account is within Payment Terms Period, cancel any previously accepted Sale Orders or purchase orders from Buyer or any combination of the above. No actions taken by Seller under these Terms and Conditions (nor any failure of Seller to act under these Terms and Conditions) constitutes a waiver by Seller of any of its rights to enforce Buyer’s obligations under these Terms and Conditions, including, but not limited to, the obligation of Buyer to make payments during the Payment Terms Period. Except for invoiced payments that Buyer has successfully disputed, if an Invoice remains unpaid or only partially paid at month-end and is outside the Payment Terms Period, a monthly late charge equal to one and one-half percent (1.5%) or the maximum amount permitted by applicable law will be applied to the balance outside of Payment Terms Period (to be calculated daily and compounded monthly). Such interest shall continue to accrue after Seller obtains a judgment against Buyer. Payment or accrual of late charges does not defer payment of any bill, extend credit terms, or extend any payment of invoice beyond the original due date. Seller may employ third parties to assist in the collection of past due monies owed. In those cases, Buyer agrees to pay all reasonable collection costs, including, without limitation, attorneys’ fees, whether or not litigation has commenced, and all costs of litigation incurred. In addition to all other remedies available under these Terms and Conditions or at law (which Seller does not waive by the exercise of any rights under these Terms and Conditions or, if executed, a master supply agreement between Buyer and Seller), if Buyer fails to pay any undisputed amounts when due, Seller may (i) suspend the delivery of any Goods under pending or subsequent orders between Seller and Buyer; (ii) reject Buyer’s future orders; (iii) cancel accepted orders between Seller and Buyer or (iv) or any combination of the above.
Buyer hereby grants Seller a security interest in all Goods purchased by Buyer from Seller (including Goods and Non-Conforming Goods) and the proceeds therefrom to secure Buyer’s payment obligations under these Terms and Conditions. Seller may file a financing statement for such security interest and Buyer shall execute any such statement or other documentation necessary to perfect Seller’s security interest in such Goods.
Buyer shall not, and acknowledges that it will have no right, under these Terms and Conditions, any Order Form, any purchase order, any other agreement, document or law, or any unexpired master supply agreement by and between Buyer and Seller, to withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Seller, whether under these Terms and Conditions or otherwise, against any other amount owed (or to become due and owing) to it by Seller, whether relating to Seller’s breach or non-performance under these Terms and Conditions, any Order Form, any purchase order, any other agreement, document or law, or any unexpired master supply agreement by and between Buyer and Seller.
Delivery and Shipping Costs. Unless otherwise specified on the front of Seller’s Order Form and agreed to by the Parties, in writing, all costs of delivery shall be charged separately to Buyer. Pricing will be quoted F.O.B. Seller’s warehouse unless shipped direct from manufacturer’s plant. Method and route of shipment are at Seller’s sole discretion, unless Buyer supplies explicit instructions reasonably in advance of estimated shipment date and which are acceptable to Seller, in its sole discretion, with such acceptance having been communicated in writing to Buyer by Seller. Seller may, in its sole discretion, without liability or penalty, make partial shipment of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of an order. Title and risk of loss shall pass to Buyer upon physical delivery of the Goods to Buyer or upon Seller’s tender for delivery to Buyer’s specified carrier. Any time quoted by Seller for delivery is an estimate only. Seller is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. No delay in shipment or delivery of any Goods relieves Buyer of its obligations under these Terms and Conditions, including, without limitation, accepting delivery of any remaining installment(s) of Goods. Buyer shall inspect the Goods within 3 days of receipt (“Inspection Period”) of the Goods, Buyer will be deemed to have accepted the Goods unless it notifies Seller, in writing, during the Inspection Period, that Buyer believes some or all of the Goods (i) do not conform to the make/model number, SKU, or UPC listed in the Order Form or Buyer’s purchase order (as applicable) or (ii) do no fully conform to the design specifications provided for in the Order Form or Buyer’s purchase order (as applicable) (collectively, “Non-Conforming Goods”). At the time of such notice, Buyer shall provide to Seller written evidence or other documentation to support the assertion that the Goods delivered are Non-Conforming Goods. If Buyer timely notifies Seller of any Non-Conforming Goods and provides such supporting evidence or documentation, Seller shall determine, in its sole discretion, whether the Goods are Non-Conforming Goods. If Seller determines the Goods are Non-Conforming Goods, it shall, in its sole discretion: (x) replace such Non-Conforming Goods with conforming Goods or (y) refund the invoiced price for such Non-Conforming Goods (less a 15% restocking fee), together with all shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship at its expense and risk of loss, the Non-Conforming Goods to the location specified by Seller. Seller shall not be obligated to refund or replace the Non-Conforming Goods until it has received the Non-Conforming Goods from Buyer. All Goods made to special specifications in the Order Form or Buyer’s purchase order are deemed to be inspected and accepted before shipment is made and may not be canceled by Buyer. Seller shall not be responsible or liable for the adequacy or performance of design or specifications furnished by Buyer.
BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THESE TERMS AND CONDITIONS ARE BUYER’S EXCLUSIVE REMEDIES FOR DELIVERY OF NON-CONFORMING GOODS. EXCEPT AS PROVIDED HEREIN, BUYER HAS NO RIGHT TO RETURN GOODS PURCHASED FROM SELLER.
Storage. Seller shall provide storage in seller’s warehouse free of charge for three (3) months following the later of (i) the arrival of the Goods at Seller’s warehouse or (ii) Buyer’s initial want date. After such three (3) month period, Seller may Invoice Buyer for the Goods, in which case Buyer shall pay for all Goods within thirty (30) days of such invoice or products may be culleted at Seller’s option without releasing Buyer from the obligation to pay for such products. At Buyer’s request, Seller may provide an additional three (3) months of storage for any such paid for Goods, provided that Buyer shall be responsible for storage charges calculated and Invoiced at a rate of $15.00 per pallet per month. If the order is shipped direct from manufacturer’s plant, manufacturer’s storage policy applies.
Taxes and Other Exclusions from Price. Unless otherwise specified on the front of Seller’s Order Form (i) if the Goods are manufactured outside of the United States, all duties, import fees, tariffs, customs charges and related expenses of importing the Goods shall be charged separately to, and shall be for the account of Buyer and (ii) in any event, the amount of all present and future sales, revenue, excise, and other taxes applicable to the Goods shall be added to the purchase price and shall be paid by Buyer, or in lieu thereof Buyer shall provide Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
Quantity Variations. Unless otherwise provided on Seller’s Order Form, overruns of printed material of up to ten (10%) percent of the total amount of product designated on the Order Form shall conclusively be deemed to constitute fulfillment of the order. This standard and acceptable yield differential should be taken into account when placing order quantities.
Cancellation. An order by Buyer in response to Seller’s Order Form once placed with and accepted by Seller cannot be cancelled without Seller’s written consent (which may be withheld in Seller’s sole discretion) and then only upon terms that will indemnify Seller against loss, including, but not limited to any costs incurred by Seller prior to or because of such cancellation or change. If Buyer attempts to cancel or change any Order Form or purchase order without Seller’s consent, without limiting any other remedies available to Seller, Buyer shall pay to Seller within fifteen (15) days of such cancellation or change (i) the contract price, including applicable taxes, for all Goods which have been acquired on account of such Order Form or purchase order prior to Seller’s actual receipt of Buyer’s notice of cancellation or change, (ii) all costs and other expenses incurred by Seller for uncompleted items, and (iii) a cancellation charge in an amount not to exceed 25% of the purchase price of the applicable order. Seller may, in its sole discretion, without liability or penalty, cancel any order (i) if Seller determines that Buyer is in violation of its payment obligations or has breached or is in breach of (x) these Terms and Conditions or (y) the master supply agreement by and between Seller and Buyer (if one has been previously executed – whether the term of which has expired or not) or (ii) (x) if Buyer is unable to furnish Seller with statements evidencing Buyer’s financial condition as Seller may, from time to time, reasonably request; (y) if Seller determines in its sole discretion that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory; or (z) Buyer fails to immediately disclose to Seller any and all events that may have a material adverse effect on Buyer’s business or financial condition.
Manufacturer Warranties Only. Buyer acknowledges that Seller is an independent distributor or sales agent on behalf of various manufacturers and does not manufacture the Goods. Accordingly, the only warranty provided with respect to the Goods comes from the manufacturer, the terms of which may be obtained from Seller. At the request of Buyer, Seller may provide reasonable assistance to Buyer in processing warranty claims with respect to the manufacturer’s Goods.
SELLER, FOR ITSELF, MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER AN IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, WARRANTY OF TITLE OR OTHERWISE WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. NOTE: IT IS BUYER’S RESPONSIBILITY TO DETERMINE THE SUITABILITY OF THE GOODS FOR BUYER’S PRODUCT, AND THE ADEQUACY OF THE MANUFACTURER’S WARRANTY. BUYER AGREES AND ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF, EXCEPT AS EXPLICITLY PROVIDED HEREIN.
Limitation on Damages. In no event shall Seller be liable to Buyer for consequential or incidental damages, loss of profit, loss of business, loss of business opportunity or damage to the goodwill or reputation of any party. Seller’s liability to Buyer, for any reason, whether for breach of contract, indemnity, tort (including negligence), or otherwise, shall not exceed the price of the Goods or portion of such Goods which gives rise to the claim and Buyer shall waive any claim for amounts in excess of that amount.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS.
No legal action shall be brought by Buyer against Seller for any claim with respect to any Goods sold by Seller to Buyer more than one (1) year after delivery of such Goods to Buyer. It is agreed that any cause of action with respect to such Goods will accrue on the date of delivery of such Goods.
Indemnification by Buyer. Buyer shall indemnify, defend and save harmless Seller and its representatives, officers, directors, employees, agents, successors and permitted assigns from and against any and all actions, claims, loss, damages, deficiencies, liability (including personal injury claims), costs or expenses (including reasonable legal expenses and attorneys’ fees), judgments, settlements, interest, awards, penalties, fines, fees and costs of enforcing any right to indemnification under these Terms and Conditions and the cost of pursuing any insurance providers that relate to, arise out or result from either (a) the modification, alteration or decoration in any way of any Goods purchased as a result of Seller’s Order Form or purchase order, (b) the improper handling or storage of the Goods by Buyer, (c) the use of the glass containers for anything other than their accepted commercial purpose, (d) acts of negligence or misconduct or more culpable act or omission by Buyer or its agents, employees or subcontractors (including any recklessness or willful misconduct) in connection with the performance of its obligations under these Terms and Conditions, or (e) failure by Buyer or its agents, employees or subcontractors to comply with any applicable laws.
Sketches, Plates and Engravings. All designs, sketches and original work not provided by Buyer will remain the property of Seller or the manufacturer of the Goods reflected herein. Unless written arrangements are made to the contrary, all type may be distributed and lithographic, photogravure or other work effaced immediately after an order is executed. If arrangements are made to the contrary, they shall include rental payments unless another specific arrangement has been made.
Dies and Molds. Dies, molds, tools, printing plates, negatives, blocks and engravings provided by Seller or the manufacturer of the Goods covered by Seller’s Order Form shall remain the property of Seller, whether or not a charge is imposed on Buyer in respect of them. Seller shall advise Buyer of when normal wear and tear has made major maintenance or tool replacement necessary for continued satisfactory production. A charge may be made in connection with the cost of such maintenance or replacement and the tools concerned will remain the property of Seller.
Cans. All cans are sold on an “As Is” basis. Manufacturer and Seller are not responsible for the taste and smell of the product after the can has been filled. For printed beer and wine cans, manufacturers require samples of the product that is going into the can for testing purposes. If manufacturer approves the liquid going into the can, any deviation from that formulation needs to be resubmitted for retesting. For cider, sour beer, certain carbonated soft drinks (CSDs) and beers that contain citrus, manufacturers will no longer provide a warranty. Please note that because of the fragile nature of cans and for the need for them to be handled and transported, there is a standard and acceptable 2% yield loss that should be taken into account when placing order quantities.
Buyer’s Requirements, Printing and Construction. Alterations from original copy on and after first proof, including alterations in style or construction will be charged extra. Proofs of all work may be submitted for Buyer’s approval and no responsibility will be accepted for any errors in proofs which may be approved by Buyer. Buyer shall be wholly responsible (in respect of copyright, trademark, design, all common law and statutory right and otherwise whatsoever) for any matter of work which Buyer instructs Seller to print or perform and for any design, sketch, drawing, painting, construction work or other thing which he supplies and or instructs Seller to supply or execute and for all claims by third parties arising therefrom and Buyer shall defend and keep Seller and the manufacturer of Goods covered by Seller’s Order Form indemnified against all proceedings, claims, costs, expenses and liability whatsoever in respect thereof.
Pallets. Pallets 40 x 48 supplied will be billed to Buyer and are non-returnable and non-refundable. Certain other pallets, tier sheets and top frames (“Returnable Pallets”) are returnable, in which case they will be billed on the Invoice and Buyer will be responsible for retuning them at their expense to Seller’s designated facility within 60 days. Returnable Pallets not returned within 60 days or not in good usable condition will not be refundable.
Materials. While Seller and the manufacturer of Goods covered by Seller’s Order Form will make commercially reasonable efforts to supply material in accordance with the samples submitted or quoted for, there is no guaranty that the materials will be identical. If sample containers are submitted by Seller to Buyer for approval, Buyer should confirm dimensions by the actual packing thereof prior to the approval by Buyer.
Price. Prices are subject to change without notice. Seller reserves the right to correct prices made in error, with or without notice.
Buyer’s Property. Buyer’s property when supplied to Seller or the manufacturer of Goods covered by Seller’s Order Form will be held or worked on at Buyer’s risk. While every care will be taken to secure the best results where materials are supplied by Buyer, Seller assumes no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied by Buyer.
Assistance and Advice. Upon request, Seller at its discretion will furnish as an accommodation to Buyer such technical advice or assistance as is available in reference to the Goods. Seller assumes no obligation or liability for the advice or assistance given or results obtained, all such advice or assistance being given and accepted at Buyer’s risk.
Compliance with Laws. Buyer shall at all times comply with all laws applicable to these Terms and Conditions, Buyer’s performance of its obligations hereunder and Buyer’s use or sale of the Goods. Without limiting the generality of the foregoing, Buyer shall (i) at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the purchase or use of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use or otherwise that violates any law.
Severability. If any term or provision of this Agreement shall to any extent be invalid, illegal or unenforceable, the remainder of this agreement shall not be affected thereby, and each term or provision of this agreement shall be valid and enforceable to the fullest extent permitted by law.
Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to be in breach of these Terms of Conditions, for any loss or damage of any kind resulting from delay or inability to deliver when and to the extent that such failure or delay is caused by or results from acts beyond its control, including but not limited to acts of God, acts of Buyer, acts of military or governmental authorities, fires, strikes, labor stoppages or slowdowns, other industrial disturbances, flood, storm, explosion, failure of power, epidemic, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, insurrection or other civil unrest, freight embargoes or blockades in effect on or after the date of the Order Form or purchase order, national or regional emergency, shortage or delays in transportation or availability of railcars, court injunction, domestic or foreign government order or requirement, law or actions, inability to obtain necessary labor, fuel, materials, components or services through Seller’s usual and regular sources at usual and regular prices or other similar events beyond the reasonable control of the Seller. Seller reserves the right to adjust prices due to delays, shortages or increased costs of materials or transportation.
Non-Assignment. Buyer may not assign any of its rights or delegate any of its obligations under a confirmed Order Form or purchase order without the prior written consent of Seller, which consent shall not be unreasonably withheld. Seller may assign any of its rights or delegate any of its obligations to any person acquiring all or substantially all of Seller’s assets. Any purported assignment or delegation in violation of these Terms and Conditions is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under these Terms and Conditions.
No Third-Party Beneficiaries. These Terms and Conditions and the Order Form benefits solely the parties to these Terms and Conditions and the Order Form and their respective permitted successors and assigns and nothing in these Terms and Conditions or the Order Form, express or implied, confers on any other person any legal or equitable right, benefit, remedy of any nature whatsoever under or by reason of these Terms and Conditions and the Order Form; provided, that Seller’s representatives, officers, directors, employees, agents, successors and permitted assigns shall be designated as third-party beneficiaries of Buyer’s indemnity provisions contained herein having the right to enforce such indemnity provisions against Buyer.
Governing Law; Venue. THESE TERMS SHALL BE CONSTRUED UNDER CALIFORNIA LAW WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. ANY ACTION BROUGHT TO ENFORCE OR INTERPRET ANY PART OF THE AGREEMENT BETWEEN SELLER AND BUYER OR THE RIGHTS OR OBLIGATIONS OF THE PARTIES SHALL BE BROUGHT EXCLUSIVELY IN THE SUPERIOR COURT OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, OR TO THE EXTENT FEDERAL JURISDICTION EXISTS, IN THE FEDERAL COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA. EACH OF THE PARTIES HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF SUCH COURTS, AND WAIVES ANY OBJECTION BASED ON VENUE OR INCONVENIENT FORUM.
Mediation. If a dispute between the parties hereto is not resolved within thirty (30) days from the date that either party has notified the other that such dispute exists, then either party may give notice to the other party that the dispute shall be submitted to mediation with a mediator acceptable to both parties, and the parties shall, for a sixty (60) day period from the receipt of such notice, seek in good faith to resolve such dispute in mediation. If the parties are not able to resolve the dispute in mediation, then such dispute shall be referred to binding arbitration, except to the extent that injunctive relief is available to a party hereto.
Arbitration. Any dispute submitted to arbitration pursuant to this Section shall be determined by arbitration in accordance with the rules of the Judicial, Arbitration and Mediation Services (JAMS). The parties shall select a single arbitrator to hear the matter; provided that if the parties are unable to agree, the arbitrator shall be selected by JAMS. The arbitration shall be held in Los Angeles County, California. Any decision made by the arbitrator shall be final, binding and conclusive on the parties and each party to the arbitration shall be entitled to enforce such decision to the fullest extent permitted by law and entered in any court of competent jurisdiction. The arbitrator shall have the discretion to award recovery of attorneys’ fees and costs to the prevailing party.
Entire Agreement. This Agreement constitutes the entire contract between Buyer and Seller relating to the Goods or services identified herein. No modifications hereof shall be binding upon Seller unless in writing and signed by Seller’s duly authorized representative and no modification shall be affected by Seller’s acknowledgement or acceptance of Buyer’s purchase order forms containing different provisions. Trade usage shall neither be applicable nor relevant to this Agreement, nor be used in any manner whatsoever to explain, qualify or supplement any of the provisions hereof. No waiver by either party of default shall be deemed a waiver of any subsequent default. Any waiver authorized on one occasion is effective only in that instance and only for the purpose(s) stated and does not operate as a waiver on any future occasion. Neither of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from these Terms and Conditions: (i) any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or (ii) any act, omission or course of dealing between Buyer and Seller. All waivers shall be in writing and executed by authorized representatives of both Buyer and Seller to be effective. Unless superseded by modified terms and conditions or an unexpired master supply agreement (if any) by and between Buyer and Seller, the terms set forth herein shall apply to all purchases by Buyer.
Confidentiality. Seller and Buyer each agree that from time to time either party may disclose or make available to the other party Confidential Information. Seller and Buyer each agree that they will (i) protect and safeguard the confidentiality of the other party’s Confidential Information with at least the same degree of care as the non-disclosing party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the disclosing party’s Confidential Information or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms and Conditions; and (iii) not disclose any Confidential Information to any person, except to the non-disclosing party’s representatives who need to know the Confidential Information to assist the non-disclosing party, or act on its behalf, to exercise its rights or perform its obligations under these Terms and Conditions. The non-disclosing party shall be responsible for any breach of these obligations cause by any of its representatives. At any time, pursuant to the disclosing party’s written request, the non-disclosing party and its representatives shall promptly return or destroy (as directed by the disclosing party in its sole discretion) all Confidential Information and copies thereof.
We may revise and update these Standard Terms & Conditions from time to time at our sole discretion. These updated terms shall be effective immediately and will be posted on our Web site. Please check the Web site from time to time as these updated terms will be binding on you.
April 2021 update
 “Confidential Information” as used herein shall mean information about its business affairs, goods and services, forecasts, confidential information and materials relating to intellectual property rights, trade secrets, third-party confidential information and other sensitive or proprietary information, as well as these Terms and Conditions, the Buyer’s purchase order (if applicable), Seller’s Order Form and the terms of the master supply agreement, if any, executed between the Buyer and the Seller, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential.”