Carow Packaging Terms and Conditions

1) Scope; Order of Precedence

These Terms & Conditions (“Terms”) govern all sales of goods by Carow Packaging (“Seller”) to any purchaser (“Buyer”). Any different or additional terms in a Buyer PO are rejected unless Seller expressly accepts them in writing. If a separate signed agreement applies, it controls to the extent of conflict.

2) Suitability; Buyer Qualification & Use

Buyer is solely responsible for determining the suitability, safety, and regulatory compliance of the goods for Buyer’s intended use(s). This includes, without limitation, chemical and physical compatibility (e.g., with abrasive, caustic, acidic, oxidizing, solvent, or other reactive substances), capping/filling and line compatibility (including torque, seal, and dimensional fit), aging and storage conditions, transport and secondary packaging, and any retail or end-user requirements.
Upon request, Seller may provide samples, drawings, specifications, and available regulatory letters, but no sale constitutes approval or qualification for Buyer’s application. Buyer agrees to conduct all necessary evaluations, trials, and validations before commercial use and to re-qualify if Buyer’s product formulation, process, or use conditions change.
Unless expressly stated in a writing signed by Seller, Seller makes no representation that the goods are suitable for any product, process, or regulatory requirement, and no advice or assistance provided by Seller will create any additional warranty or obligation.
Buyer will indemnify Seller from claims arising out of Buyer’s formulation, filling, storage, labeling, or misuse of the goods, as further described in Section 13.
For clarity, this Section 2 does not limit Seller’s obligations under Section 9 (Inspection; Nonconforming Goods) or Section 11 (Express Warranty; Disclaimers) and is subject to Section 14 (Limitation of Liability) and Section 13 (Indemnification & Insurance).

3) Quotes, Orders & Acceptance

Quotes are valid for 30 days unless stated otherwise. Seller’s minimum order threshold is $1,000 of product, excluding transport and fees. An order is accepted only when Seller issues written order acknowledgment. Accepted orders are non-cancelable except by Seller’s written consent. If Seller approves a cancellation or return for convenience, Buyer will pay a restocking/close-out fee, and reasonable costs incurred.

4) Pricing; Taxes; Surcharges

Prices exclude taxes, duties, and shipping unless otherwise noted. Buyer is responsible for applicable taxes (except taxes on Seller’s income). Credit-card payments may include a surcharge of 2.5%, where permitted by law and card-network rules. Seller may update list prices prospectively; price changes may apply due to supplier, currency, shipping or other changes not in Seller’s control. Buyer will be made aware of any such increases in writing.

5) Payment Terms; Late Payments

Payment is Net 30 from invoice date unless otherwise stated. Past-due amounts accrue interest at 1.0% per month (12% APR) or the maximum permitted by 815 ILCS 205/4, whichever is lower; Buyer also pays reasonable, documented collection costs. Seller may suspend shipments for overdue accounts. Customers established on invoice payment terms may not pay by credit card. Credit-card payments by customers not on terms incur a 2.5% surcharge, where permitted by law and card-network rules.

6) Forecasts, Minimums, and Blanket Orders

Buyer will provide rolling forecasts for Blanket Orders. Blanket orders must be released within the agreed window; un-released balances at expiry may be shipped and/or invoiced and/or cancelled by Seller with a reasonable, documented close-out fee.

7) Delivery, Title & Risk of Loss

Delivery terms are FOB Origin (or FOB Destination if agreed in writing) unless stated otherwise. Risk of loss transfers at delivery per the applicable term. Title passes upon Seller’s receipt of full payment or at delivery.

8) Lead Times; Expedites

Lead times are estimates. Seller will notify Buyer of material changes in the lead time. Expedites are subject to availability and may incur agreed expedite fees. For goods of non-U.S. origin, unless otherwise stated, quotations assume ocean freight, applicable duties/taxes, and an estimated 6-8 weeks dock-to-dock transit. Seller is not liable for delays caused by carriers, suppliers, or events in Section 17 (Force Majeure).

9) Inspection; Nonconforming Goods

Buyer must inspect within 10 business days of delivery and notify Seller in writing of any nonconformity with reasonable detail. If goods are nonconforming, Seller will, at its option and as Buyer’s exclusive remedy, repair, replace, or credit/refund the purchase price for the affected goods. Return requires an RMA; Seller pays return freight for validated claims.

10) Specifications, Samples & Regulatory Compliance

Seller supplies goods that conform to Seller’s specifications, drawings, or mutually agreed Buyer specs. Buyer is responsible for determining fitness for Buyer’s particular application and for final qualification/testing. Seller will support with available regulatory letters consistent with its supplier documentation.

11) Express Warranty; Disclaimers

Seller warrants that goods will conform to agreed specifications and be free from defects in materials and workmanship for 90 days from delivery. Buyer’s exclusive remedies for breach of this warranty are those described in Section 9. To the fullest extent permitted by law, Seller disclaims all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

12) Tooling & Molds

Unless the parties agree otherwise in writing, Seller (or its manufacturing partner) owns tooling/molds. If Buyer funds any portion, Buyer’s contributions are considered tooling charges, not a transfer of ownership, unless expressly stated. If the parties agree to a volume commitment tied to tooling, any shortfall recovery will be pro-rata and conditioned on Seller meeting agreed quality and delivery metrics.

13) Indemnification & Insurance

Each party will indemnify the other for third-party claims for bodily injury or tangible property damage to the extent caused by its negligence or willful misconduct. Buyer also indemnifies Seller for claims arising from Buyer specifications, formulations, or instructions.
Insurance. Each party will maintain commercially reasonable insurance, including: (i) Commercial General Liability (including Products/Completed Operations) not less than $1,000,000 per occurrence and $2,000,000 aggregate; and (ii) Workers’ Compensation as required by law and Employers’ Liability not less than $500,000 per accident. Certificates of Insurance will be provided upon reasonable request.

14) Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. SELLER’S TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE GOODS IS CAPPED AT THE AMOUNTS PAID BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

15) Quality, Traceability & Recall

The parties will cooperate on any field action/recall, including root-cause investigations and provision of traceability data. Costs will be allocated based on fault. When relevant to the goods, Seller maintains supplier documentation consistent with industry practices.

16) Data Security & Privacy

Each party will implement commercially reasonable safeguards to protect non-public personal information it processes under the relationship and will notify the other of any data breach without unreasonable delay consistent with Illinois PIPA. Electronic communications, order data, and e-signatures/records are valid and enforceable under Illinois ECSA.

17) Force Majeure

Neither party is liable for delays or non-performance due to events beyond its reasonable control. The affected party will provide prompt notice and resume performance as soon as practicable.

18) Compliance

Each party will comply with applicable laws including UCC, export controls, anti-bribery, and FDA/21 CFR for food-contact packaging.

19) Assignment; Subcontracting

Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger, sale, or reorganization. Seller may use qualified subcontractors.

20) Notices

Notices must be in writing and delivered by reputable courier or email with confirmation to the contacts on the order acknowledgment.

21) Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Illinois. The parties will escalate disputes to senior management, then attempt non-binding mediation in McHenry County, IL before litigation.

22) Miscellaneous

Severability; no waiver by delay; entire agreement; amendments must be in writing and signed by both parties; counterparts and electronic signatures permitted.

23) Changes to These Terms

Seller may update these Terms from time to time. Changes apply only to quotes issued or orders accepted after the effective date of the updated Terms. For accepted POs and signed agreements, the version in effect at the time of acceptance or execution controls unless both parties agree in writing to apply a later version.