Legal notice

WARRANTIES, DISCLAIMER, LIMITATIONS ON LIABILITY: Uni-Pack warrants that the bag products and other goods delivered by it will be of the kind designated or specified by Buyer. No other warranty by Uni-Pack is given or shall be implied. The liability of Uni-Pack arising out of the sale of such goods to Buyer, whether for warranty, contract, negligence or otherwise, is limited to the repair or correction at Uni-Pack's expense of any defect or non-conformity or, at the option of Uni-Pack, to the replacement at its expense of any good which is defective or non-conforming with a similar item free from such defect or non-conformity, or to the repayment or crediting to Buyer with an amount to the equal to the purchase price of the defective or non-conforming good. The foregoing shall constitute the sole and exclusive remedy of the Buyer and the sole and exclusive liability of Uni-Pack. Under no circumstances shall Uni-Pack be liable for any incidental or consequential damages, loss or expenses directly or indirectly arising from the sale, handling or use of any goods purchase hereunder, or from any other cause relating thereto. The maximum liability of Uni-Pack shall not in any case exceed the sale price for the goods involved. THE WARRANTIES STATED IN THIS PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING EXPRESSES THE SOLE WARRANTY OF UNI-PACK AND EXCLUSIVE LIMITATION OF ITS LIABILITY, NOTWITHSTANDING ANY TERMS OR CONDITIONS EXPRESSED IN THE BUYER'S PURCHASE ORDER OR OTHER DOCUMENTS OF SALE ISSUED BY THE BUYER, AND WHETHER OR NOT OCCASIONED BY UNI-PACK'S NEGLIGENCE. THIS WARRANTY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY UNI-PACK. No representation or other affirmation of fact not set forth herein, including but not limited to statements regarding capacity, suitability for use, or performance of any good involved, made by any sales representatives or other agent or representative of Uni-Pack shall be deemed to be a warranty, express or implied, by Uni-Pack for any purpose, nor be deemed to give rise to any obligation or liability whatsoever by Uni-Pack.
(In the event the provision in this paragraph relieving Uni-Pack from liability for its negligence should for any reason be held ineffective, the remainder of this paragraph shall remain in full force and effect.)

FORCE MAJEURE: Any agreed delivery date shall be the best possible estimate of when the goods will be shipped, based upon its current inventory and anticipated manufacturing capabilities. The agreed date or time of shipment or delivery of goods by Uni-Pack shall not be of the essence of this Agreement, or of any agreement of sale subject hereto, unless otherwise expressly agreed to in writing by Uni-Pack, and Uni-Pack assumes no liability in the event it is unable to make shipment on the agreed date or time. Shipments made within one hundred (100) days following the agreed date of shipment or delivery shall be considered timely, absent an express, written and signed agreement by Uni-Pack to the contrary. Uni-Pack shall not be liable for any delay in delivery or for non-delivery caused in whole or in part by the occurrence of any contingency beyond the control of Uni-Pack or its suppliers, including but not limited to acts of God, floods, fires, war, sabotage, acts of civil disobedience, failure or delay in transportation, import quota restrictions, governmental laws, ordinances, rules and regulations, whether valid or invalid (including, but not limited to, priorities, requisitions, allocations and price adjustment restrictions), delay in clearing customs, labor disputes, shortage of labor, fuel, or raw material, or machinery or technical failure. If any such contingency occurs, Uni-Pack may allocate production and deliveries among its various customers, including Buyer. If Uni-Pack, in its sole discretion, determines that any sale of goods subject to this Agreement would result in a loss to Uni-Pack as computed under its normal accounting procedures because of causes beyond the control of Uni-Pack, then Uni-Pack may terminate this Agreement in whole or in part without the liability for any delay in the delivery of or failure to deliver the goods. Uni-Pack further reserves the right to fabricate the entire quantity of goods ordered in one production run, although shipments are to be made in accordance with the schedule and dates specified by the Buyer.

NON-CONFIDENTIALITY OF BUYER INFORMATION: All diagrams, specifications and other information received by Uni-Pack from Buyer shall be deemed non-confidential and non-proprietary, and not to involve any trade secrets, unless such information is clearly identified as confidential, proprietary, and/or trade secret information by Buyer and an officer of authorized managing agent of Uni-Pack has specifically signed a confidentiality agreement relating to such information. Uni-Pack's sales persons and other representatives of Uni-Pack are not authorized to accept any information from Buyer in confidence.

RISK OF LOSS: Delivery shall occur and risk of loss shall pass to Buyer upon delivery of the goods to the carrier at the Uni-Pack plant, irrespective of whether delivery is to be made at a point other than the Uni-Pack plant. Transportation shall be at Buyer's sole risk and expense whether the carrier has been selected by Buyer or by Uni-Pack, and any claim by Buyer for loss or damage in transit shall be against the carrier only. In the event Buyer fails to take delivery of any goods after notice from Uni-Pack that such goods are available, Uni-Pack may at its option, without notice to Buyer, impose a storage charge of $100.00 per diem.

INDEMNIFICATION: In the event that any goods are manufactured in accordance with specifications received by Uni-Pack from Buyer, Buyer agrees to indemnify, defend and hold Uni-Pack harmless from and against any claims, losses, damages or judgements for patent, trademark or copyright infringement which relate in any way to Buyer's specifications.

GENERAL PROVISIONS: This agreement shall be governed by and construed in accordance with the laws of the State of California, including the California Uniform Commercial Code. Any cause of action arising from this Agreement, or breach of it, must be commenced within one year after the cause of action occurs. In the event that legal action should be brought to collect any sum owed by Buyer to Uni-Pack with respect to a sale of goods subject hereto, the prevailing party shall be entitled to recover its attorneys' fees and costs incurred in connection with such action. All past due invoices are subject to a late payment charge of 2% per month as liquidated damages.