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Terms & Conditions Of Sales

Seller is Plascene, Inc. These terms and conditions (“Terms”) are binding on any order for product (“Order”) placed by the buyer identified in the accompanying order acknowledgement (the “Order Acknowledgement”) (“Buyer”). The Order Acknowledgment, Seller’s quotation for the purchase of the products set forth in the Order Acknowledgement (the “Products”) (such quotation, the “Quotation”) and these Terms (collectively, the “Agreement”) comprise the entire agreement between Seller and Buyer and superseded all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. In the event of any inconsistency between the provisions of these Terms and those of the Order Acknowledgment or the Quotation, the provisions of these Terms shall prevail to the extent of such inconsistency. In the event of any inconsistency between the provisions the Order Acknowledgment and those of the Quotation, the provisions of the Order Acknowledgement shall prevail to the extent of such inconsistency. Acceptance of the Order Acknowledgment by Buyer is a prerequisite to the purchase of the products set forth in the Order Acknowledgment (the “Products”) and shall operate as an acceptance of these Terms which are expressly incorporated into the Order Acknowledgment.

  1. Liability Limitation. Buyer may request that Seller add one or more additives, liquids, or other compounds to a Product during the manufacturing process, including, but not limited to, those that prolong the shelf life of food items (each an “Additive” and collectively, the “Additives”). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY ADDITIVE, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE EFFECT OR IMPACT THAT ANY ADDITIVE WILL HAVE ON ANY LIQUID OR SOLID STORED IN ANY PRODUCT. BUYER ACKNOWLEDGES AND AGREES THAT (I) SELLER DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY ADDITIVE, AND (II) THE ADDITION OF ANY ADDITIVE TO ANY PRODUCT IS AT BUYER’S SOLE RISK AND LIABILITY, AND SUCH ADDITIVE MAY HAVE A NEGATIVE OR UNINTENDED EFFECT ON A LIQUID OR SOLID STORED IN ANY PRODUCT OR ON THE PRODUCT ITSELF. An Order may consist of or include a top, lid, cap, or other closure device, which may or may not include a liner (each a “Closure Item”). For purposes of these Terms, each Closure Item shall be considered a Product. Buyer is solely responsible for testing the suitability, functionality, workability, sealing ability, and usefulness of any Closure Item and any other Product for Buyer’s or any customer of Buyer’s intended use. Buyer acknowledges and agrees that (A) SELLER IS NOT ASSUMING ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY CLOSURE ITEM OR ANY OTHER PRODUCT, AND (B) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING LEAKAGE, FAILURE, SEALING ISSUES OR ANY OTHER FAILURE OF A CLOSURE ITEM OR ANY OTHER PRODUCT, AND (C) ALL PRODUCTS UNDER EACH ORDER, INCLUDING BUT NOT LIMITED TO, CLOSURE ITEMS ARE BEING SOLD “AS IS”. IN NO EVENT SHALL SELLER HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER, ANY CUSTOMER OF BUYER, OR ANY THIRD PARTY (OR ANY COMBINATION THEREOF) FOR ANY PRODUCT, ADDITIVE, OR CLOSURE ITEM (OR ANY COMBINATION THEREOF), AND SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, PERSONAL INJURY, PROPERTY DAMAGE, LOST BUSINESS OPPORTUNITY, LOSS OF USE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF WHETHER THE BASIS OF SUCH LIABILITY IS IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, NEGLIGENCE, BREACH OF WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF EACH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Seller’s total cumulative liability on any and all claims of any kind for any loss or damage arising out of, or connected with, or resulting from the Order being acknowledged by this Order Acknowledgement, or from the performance or breach thereof, or any cause whatsoever, exceed the cumulative amount paid by Buyer to Seller for the Product(s) at issue purchased under the purchase order acknowledged by this Order Acknowledgment in the six (6) months immediately preceding the first incident out of which the liability arose. Buyer acknowledges that the foregoing limitations are essential element of the agreement between the parties and that in the absence of such limitations, the pricing and other terms set forth in this Order Acknowledgement would be substantially different. SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, OR FITNESS FOR A PARTICULAR PURPOSEWHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF.
  2. Indemnity. Buyer agrees to indemnify, defend and hold harmless Seller, and its officers, directors, parent companies, subsidiaries, affiliated companies, shareholders, owners, employees, independent contractors, agents, representatives, successors and assigns (collectively, “Seller Indemnitees”), from any and all actions, causes of action, claims, demands, losses, obligations, liabilities, damages, recoveries, settlements, deficiencies, judgments, costs and expenses (including, without limitation, interest, penalties, accounting fees, attorneys’ fees and expert witness fees) (collectively, “Losses”) incurred by Seller Indemnitees, known or unknown, contingent or otherwise, directly or indirectly related to or arising from any of the following: (a) Buyer’s breach of these Terms; (b) Buyer’s negligence or intentional misconduct, or the negligence or intentional misconduct of any of Buyer’s customers or agents (or any combination thereof); (c) any alteration, change, reverse-engineering, recreation or mishandling of any Product by Buyer or any customer or agent of Buyer (or any combination thereof); (d) the failure to use Seller’s Products in accordance with their specifications; (e) Buyer’s violation of any applicable laws; (f) Buyer’s breach or violation of the rights of any third party, including but not limited to, violation of any confidentiality obligations, trade secrets, patents, copyrights or other intellectual property rights, or any other proprietary rights (or any combination thereof); (g) any Additive; (h) Closure Item; (i) Order Related Item provided by Seller or any of Seller’s agents; or (j) any combination of the above. This indemnity obligation will survive the termination or expiration of these Terms. This indemnity will not apply to any such Losses caused solely by the intentional misconduct or fraud of Seller.
  3. Drawings, Designs, etc. Notwithstanding anything in these Terms to the contrary and unless otherwise expressly agreed in writing, all drawings, documents, designs, specifications, information, data, prototypes, samples, molds, software and other items supplied, created or disclosed (each a “Order Related Item”) by either party in performance of any Order for any Product and any and all proprietary and intellectual property rights in and to any Product or Order Related Item shall be the exclusive confidential and proprietary information of Seller and Seller shall be the sole owner and maintain all right, title and interest therein. Buyer hereby represents and warrants that any Order Related Item provided by Buyer does not infringe the intellectual property rights, proprietary rights, or any other rights of any third-party, and that Buyer is not aware of any claims of infringement or breach of any rights by any third party. Any representations and warranties of Buyer shall survive the sale of any Product and the expiration or termination of any agreement with Seller and these Terms. Seller is free to sell the Products to other customers at any time. Buyer shall not reverse engineer, disassemble, or otherwise attempt to derive the design, composition, or underlying structure of any Product or any associated Order Related Item provided by Seller.
  4. Shipping/Inspection. Unless otherwise agreed in writing by both Parties, Seller will ship by the method it deems most advantageous, including EXW (INCOTERMS 2020). Transportation charges will be collected, or if prepaid, will be subsequently invoiced to Buyer. Unless otherwise specified, the Products will be shipped in standard packaging for shipment that is acceptable to most common carriers. When special or export packaging is requested, or in the opinion of Seller, required under the circumstances, the cost of same, if not set forth on the invoice, will be invoiced separately. Unless otherwise agreed in writing by the parties, tolerance for the quantity of the Products shall be ten percent (10%). This Order may not be canceled, except with Seller’s prior written approval, regardless of the period of notification given to Seller. Seller reserves the right to impose cancellation charges. All delivery date(s) are approximates only, and Seller bears no liability for deliveries occurring after the estimated delivery date(s). Seller may ship up to one (1) week in advance of the acknowledged shipping date and may split shipments or make deliveries in installments. Seller may, from time to time, in its sole discretion: (i) discontinue or limit production of any Product; and/or (ii) allocate, terminate or limit deliveries of any Product in times of shortage. The Seller shall notify the Buyer by fax, electronic mail or other form of generally accepted electronic delivery at least seven (7) days prior to the shipment date and provide shipment details and arrival nnotice, name of loading port, and other information (if necessary). If Buyer fails to take delivery of the Products, or fails to give the Seller adequate delivery instructions at the time stated for delivery, then, without limiting any other right or remedy available to Seller, Seller may store the Products until actual delivery and charge the Buyer for the reasonable costs (including insurance, transportation, storage, damage, etc.), and such storage shall be at the sole risk of Buyer. SELLER SHALL NOT BE OBLIGATED TO ACCEPT ANY ORDER, SHIP, OR DELIVER PRODUCT IF BUYER HAS NOT MET ITS PAYMENT OR OTHER CONTRACTUAL OBLIGATIONS. If Buyer wrongfully fails to take delivery of the Products at the time when the Seller has tendered delivery of Products, then the risk of damage or loss of the Products shall pass to the Buyer upon failure to accept delivery. Notwithstanding the passing of risk in the Products, or any other provision in these Terms, the title and ownership of the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds in full payment of the purchase price of the Products (including, if any, deferred payments and any interest charges), and all other Products agreed to be sold by the Seller to the Buyer for which payment is then due. Buyer shall have a reasonable time, not to exceed five (5) days from date of receipt of the Products, to inspect such Products (“Inspection Period”). Buyer will notify Seller in writing of shipment defects or damage, or shortages in excess of the quantity tolerance, and any other defects in any Products within the Inspection Period. Buyer shall be deemed to have accepted the Products if Buyer fails to give notice that specifies the particular deficiencies within the Inspection Period. At its own expense, Buyer, or its authorized representative, shall be entitled to inspect the Products before receiving at consignee’s warehouse, upon three (3) business days written notice and representative of Seller shall be present for such inspection, unless otherwise agreed to by the parties. In the event that the Buyer does not conduct the inspection, the Products are deemed to have conformed for all purposes hereunder.
  5. Pricing/Laws. The initial prices for the Products are set forth in the Order Acknowledgment (the “Initial Price”) and are subject to adjustment as set forth in Seller’s Quotation. Initial Prices are exclusive of all federal, state, provincial, municipal or other government, excise, use, sales, occupational or like taxes, tariffs, duties, surcharges that apply to the manufacture, import, export, sale, delivery of the Products and/or their materials, now in force or enacted in the future (collectively “Taxes”) and shipping charges (as applicable based on shipping terms), and the payment of the Taxes shall be the sole responsibility of the Buyer. For clarity, any imposition of new, or increase in existing, applicable Taxes (including to the raw materials used for manufacturing of the Products) shall be solely paid and responsible for by Buyer and to the extent Seller is required to pay such Taxes, passed through to the Buyer as an adjustment to the Initial Prices. “Taxes” shall include all federal, state, provincial, municipal and/or other government, excise, use, sales, occupational and like taxes, tariffs, duties, customs, surcharges, and/or any other government charges, import and export fees (including port fees) now in force or enacted in the future. To the extent that Seller is required to pay any Taxes as set forth herein, Seller will invoice Buyer for these costs (except taxes based solely upon Seller’s net or gross income), and Buyer will reimburse Seller for those costs within thirty (30) days of Seller’s payment thereof. In addition, Seller shall have the right, in its sole discretion, to change the Initial Price at any time upon thirty (30) days’ written notice to Buyer; provided, however, Seller reserves the right to adjust the Initial Prices of the Products with immediate effect in the event of any changes in tariffs, duties, Taxes or similar governmental impositions, or due to significant geopolitical or market developments that increase or may likely increase the cost of materials, freight, labor or logistics used in the manufacture or delivery of the Products by five percent (5%) or more. Seller shall notify Buyer in writing of such changes, and the revised prices shall apply to all affected orders not yet fulfilled as of the date of such notice. Buyer is solely responsible for compliance with any laws, rules, ordinances, orders, and regulations (“Laws”) regarding the Products, and payment of all Taxes except taxes based solely upon Seller’s net or gross income. Unless otherwise agreed to by the parties in writing, Buyer will be solely responsible for compliance with any applicable duty, customs and import Laws in accordance with EXW (INCOTERMS 2020).
  6. Payments: Accounts over thirty (30) days are subject to a charge of one and half percent (1.5%) per month or the maximum rate of interest allowed by law, whichever is less. Seller reserves the right to modify the credit terms (if any) based upon the financial condition of Buyer and/or a change in market conditions, so long as the Seller provides the Buyer with five (5) days advance written notice of the modified terms. The Buyer’s payment obligations are absolute and shall not be subject to any offset or counterclaim.
  7. Force Majeure. Except for any payment obligations of Buyer as set forth in this Agreement, which shall not be excused pursuant to this Section or otherwise, neither party shall be liable to the other party for any delay or failure in performance, due to any unforeseen circumstances or causes beyond the reasonable control of a party or of its supplier, including but not limited to acts of God, changes in local, state or federal Laws, war, riot, embargoes, acts of civil or military authorities, pandemics, quarantine restrictions, acts of terrorism or sabotage, actions of governmental authorities, electronic viruses, worms or corrupting microcode, labor disputes, labor shortages, inability to secure raw materials or machinery for the manufacture of the Products, shortage of supply or delay in delivery by Seller vendors, fire, flood, earthquake, accident, strikes, radiation, inability to secure transportation, failure of communications or electrical lines, facilities, fuel, energy, labor or materials (“Force Majeure”). In an event of a Force Majeure, either party’s time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby and such commercially reasonable time thereafter to complete performance. Seller may, at its option, suspend performance during the period the cause or the aftermath of the cause continues, and no liability will attach against Seller for any such delay. Seller will use reasonable efforts to notify buyer timely of the existence thereof, the expected delays, and the estimated effect upon its performance under this order.
  8. This Agreement, and any dispute arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of California, United States, excluding its conflict of law rules that would result in the application of the laws of another jurisdiction.
  9. These Terms and the remainder of the Agreement may not be modified in any way unless the modification is in writing and signed by an authorized representative of Buyer and Seller.

 

PET Handling Guideline: Preventing Heat Damage to PET Bottles

The following guidelines will aid you in protecting the integrity of PET bottles:

▪ PET is a heat sensitive material.

▪ PET bottles are unsuitable for hot fill as they are likely to flex with heat.

▪ PET bottles can begin to shrink anywhere between 140- and 160-degrees F.

▪ PET bottles should not be transported in a rail container or a fiberglass trailer. Release of liability is required for any shipments that do not adhere to these conditions.

▪ PET bottles should not be exposed to temperatures above 135-degrees F throughout the entire handling process.

▪ PET bottles should never be placed in direct sunlight, regardless of the outside temperature. This includes under skylights and beside windows.

▪ PET bottles should be unloaded from trailers immediately to avoid excessive exposure to heat and/or sunlight. Plascene is not responsible for any heat damage the bottles sustain after they are loaded and depart from our loading dock.

▪ PET bottles should be stored in no more than 104-degrees F.

If you have any questions or concerns, please email us at info@plascene.com

 

Notice to Purchaser of Pressure-Sensitive Liners and other Closure Items:

As of January 1st 2023, Plascene, Inc. (“seller”) offers NO WARRANTY on the seal performance on Pressure Sensitive liner materials ordered in our lids or any other Closure Item (as defined below)

Note: the FDA does not recognize pressure sensitive liner materials as a “Tamper Evident” seal.

Testing before purchasing is always strongly recommended, especially when using pressure sensitive liner materials or other Closure Items.

The below suggestions may help to obtain a better seal and adhesion performance to your containers:

  1. Avoid sudden temperature changes in the liner materials.
  2. Keep away from direct heat source and sunlight.
  3. Allow the materials to adjust to the processing room conditions at least 48 hours before capping your containers.
  4. Caps lined with Pressure Sensitive materials should be stored in temperatures between 60 and 80 degrees.
  5. Caps, liner materials, and containers should be between 68 and 78 degrees when capping. Humidity should be between 40% and 60%.
  6. Pressure Sensitive lined closures should be used within 30 days after receiving the lids.
  7. Bottles must have a solid seal surface land area, with NO flash, parting lines and must be free from any product contaminate.
  8. The lids must be torqued on at the SPI maximum torque level which is found under “Torque Chart” found on our website
  9. Proper curing and adhesion time is needed. Do not remove cap within 1 hour after torqueing it on.

The above suggestions and limitations are SUGGESTIONS AND RECOMMENDATIONS ONLY and the Pressure Sensitive line materials and other Closure Items are being sold AS IS. The above suggestions are only intended to provide some general guidance on how to achieve a better seal and adhesion. There is NO warranty of any kind even if all of the above suggestions are met. 

ALL CAPS, LIDS, TOPS,  OTHER CLOSURE DEVICES, LINERS AND PRESSURE SENSITIVE LINER MATERIALS (EACH A “CLOSURE ITEM” AND COLLECTIVELY “CLOSURE ITEMS”) ARE  SOLD “AS IS” AND PLASCENE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT ALLOWABLE BY LAW.

The  buyer is solely responsible for testing the suitability, functionality, workability, sealing ability, and usefulness of any Closure Item and any product for buyer’s or any customer of buyer’s intended use.  Buyer acknowledges and agrees that (A) seller is not assuming any liability or responsibility with respect to any Closure Item or product, and (B) seller makes no representations or warranties regarding leakage, failure, sealing issues or any other failure of a Closure Item or product, and (C) each  Closure Item is being sold “AS IS”.    In no event shall seller have any responsibility or liability to buyer,  any customer of buyer, or any third party (or any combination thereof) for any Closure Item,  and shall not be responsible for any indirect, incidental, special, consequential or punitive damages, including without limitation, lost profits, lost revenues, personal injury, property damage, lost business opportunity, loss of use, or costs of procurement of substitute goods or services, regardless of whether the basis of such liability is in contract, tort, product liability, strict liability, negligence, breach of warranty or any other legal or equitable theory to the fullest extent permitted by law, even if each party has been advised of the possibility of such damages.