Terms and Conditions

PACKRITE STANDARD TERMS AND CONDITIONS OF SALE

CONTRACT – These terms, along with any supplemental written terms provided, constitute a legally binding and enforceable contract between the buyer (“Buyer”) and PackRite, LLC (“PackRite”), as identified on the order documents (collectively, the “Agreement”). The Agreement exclusively governs the purchase of equipment and services. Any conflicting or additional terms in Buyer’s documentation are expressly rejected and shall have no legal effect. Buyer’s acceptance of equipment, software, or services constitutes full and unconditional binding agreement to these terms.
QUOTATIONS, PRICES, AND PRODUCT INFORMATION – Quotations are valid for 30 days unless otherwise stated or revoked earlier. Prices and specifications are subject to change without notice. Published prices do not constitute binding offers. Taxes, shipping, handling, and other applicable costs are excluded unless explicitly specified. PackRite reserves the right to reject any order and modify specifications unless expressly agreed to in writing. Buyer shall not disclose PackRite’s quotations, prices, or specifications without prior written consent.
TAXES – Buyer is solely responsible for all applicable taxes unless a valid exemption certificate is provided. If an exemption certificate is later deemed invalid, Buyer shall promptly remit the applicable tax.
PAYMENT TERMS – Payment terms shall be as stated in the order documents. If unspecified, payment is due in full, net 15 days from the invoice date. Buyer shall not withhold or offset any payments for any reason. All payments must be made in U.S. Dollars (USD) by wire transfer or other method approved by Seller, and must be received in full, free of any bank charges, currency conversion fees, or withholding taxes.

For all invoices, whether domestic or international, any past due amounts shall accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower. Interest shall be calculated from the due date until payment is received in full. Buyer shall also be responsible for any reasonable costs incurred in the collection of overdue amounts, including attorney’s fees and international collection agency fees if applicable.
SHIPPING AND DELIVERY – Shipping terms shall be as stated in the order documents. If unspecified, shipping is EXW Seller’s Facility (Incoterms® 2020). Delivery dates are estimates only and are not guarantees. Buyer-caused delays in acceptance will result in storage and handling charges. Partial shipments may be made at PackRite’s discretion. Any partial delivery or change in delivery schedule shall not entitle Buyer to a modification to Buyer’s payment obligation. Buyer must retain all shipping materials to substantiate claims for shortages or damages.
RETURNS – Customized or modified equipment is non-returnable except under a valid warranty claim. Unused standard equipment may only be returned with PackRite’s prior written approval and may be subject to a restocking fee.
CANCELLATION – Orders may only be canceled prior to shipment with PackRite’s prior written consent. Unauthorized cancellations shall result in Buyer’s liability for all incurred costs, including a minimum cancellation fee of 15% of the total purchase price set forth in the Agreement.
CHANGES – Order modifications require PackRite’s prior written approval and may result in additional costs or adjusted delivery schedules. Buyer shall bear all costs arising from changes that result in unnecessary work or materials.
SECURITY INTEREST – Buyer grants PackRite a purchase money security interest in all purchased equipment and agrees to execute all necessary documents to perfect this security interest.
WARRANTIES –
Product Warranty Coverage:
PackRite warrants that the equipment it manufactures will be free from defects in workmanship and materials under normal operating conditions for a period of one (1) year from installation or 18 months from shipment, whichever occurs first.

Limitations to Product Warranty Coverage:

• Electronic Components (e.g., PCBs, motors, etc.): Covered for 90 days from the date of delivery installation or 6 months from shipment, whichever occurs first.
• Wear Parts (e.g., Bands, Belts, Blades, etc.): Covered against defects in materials or workmanship installation for 10 days from the date of delivery or 6 months from shipment, whichever occurs first.

Spare Parts Warranty

• Mechanical Parts: Covered for 90 days from the date of installation or 6 months from shipment, whichever occurs first.
• Electronic Parts: Covered for 90 days from the date of installation or 6 months from shipment, whichever occurs first.
• Wear Parts: Covered against defects in materials or workmanship for 10 days from the date of installation or 6 months from shipment, whichever occurs first.

Exclusions & Limitations:
This warranty does not cover:
• Normal wear and tear of consumable components.
• Damage resulting from misuse, abuse, accidents, alterations, or unauthorized repairs.
• Failures due to improper installation, operation or lack of maintenance.
INDEMNITY – PackRite shall indemnify Buyer against third-party claims for bodily injury or property damage directly caused by PackRite’s gross negligence, provided Buyer gives prompt written notice and permits PackRite to assume full control of the defense and settlement. Buyer shall defend, indemnify, and hold PackRite, its subsidiaries, affiliates, successors, assigns, directors, officers, employees, agents, and customers (“PackRite Indemnitees”) harmless from and against all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense (including reasonable attorneys’ fees), and the cost of enforcing any right hereunder, arising out of or occurring in connection with any party claims about: (i) a material breach of non-fulfillment of any representation, warranty, or covenant set forth in this Agreement; (ii) Buyer’s failure to materially comply with any applicable law; (iii) Buyer’s negligence or willful misconduct in connection with Buyer’s performance under this Agreement; (iv) any bodily injury, death of any person or damage to real or tangible personal property caused by the acts or omissions of Buyer; or (v) Buyer’s infringement of any intellectual property rights of a third party. Buyer shall not enter into any settlement without PackRite’s or the PackRite Indemnitee’s prior written consent. This section shall survive the termination of this Agreement.
PATENT INFRINGEMENT – PackRite will defend against third-party claims alleging that its standard products infringe valid patents, subject to exclusions for Buyer-specified designs or misuse. Remedies include securing usage rights, modifications, or providing a refund.
REGULATORY COMPLIANCE – PackRite endeavors to design and manufacture its products in compliance with applicable regulations; however, PackRite does not guarantee compliance with all industry-specific requirements. Buyer is solely responsible for ensuring compliance with all local, state, and federal regulations governing installation and operation.
PRODUCT MANUALS – Buyer must adhere to all instructions, manuals, and specifications provided by PackRite. Failure to do so voids all warranties and liability.
INTELLECTUAL PROPERTY – Buyer receives no ownership or rights in PackRite’s patents, copyrights, trademarks, trade secrets, or other intellectual property.
DISCLAIMER OF DAMAGES – Under no circumstances shall PackRite be liable for indirect, incidental, or consequential damages, including but not limited to lost profits, downtime, or third-party claims.
LIMITATION OF LIABILITY – PackRite’s total liability, whether in contract, tort, or otherwise, shall not exceed the purchase price of the affected item. All claims must be filed within one year of the event giving rise to the claim.
NO RESPONSIBILITY FOR GRATUITOUS INFORMATION – PackRite assumes no liability for any information, advice, or assistance provided outside the explicit scope of this Agreement.
INSURANCE – Upon Buyer’s request, PackRite will furnish evidence of standard insurance coverage, which Buyer shall treat as strictly confidential.
FORCE MAJEURE – PackRite shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, pandemics, natural disasters, labor disputes, governmental actions, and supply chain disruptions. Buyer’s economic hardships or changes in market conditions are not considered a Force Majeure event.
GOVERNING LAW – This Agreement shall be governed by the laws of the State of Ohio, without regard to its conflict of law rules. All disputes shall be resolved exclusively through arbitration or as otherwise agreed to in writing.
ENTIRE AGREEMENT – These terms constitute the complete and final agreement between the parties, superseding all prior negotiations, representations, and agreements. Any modifications must be in writing and signed by both parties.
NON-3RD PARTY CERTIFIED EQUIPMENT – PackRite designs its equipment in accordance with appropriate safety standards and incorporates UL-certified components where applicable. However, certain equipment may not carry ETL, UL, or other third-party certifications. Buyer acknowledges that it is solely responsible for ensuring that such equipment complies with all applicable local, state, and federal regulatory requirements for its intended use. PackRite makes no warranties or representations regarding the suitability of non-third-party-certified equipment for regulated applications and expressly disclaims any liability for noncompliance.
SURVIVAL – Any provision(s) of this Agreement, which by their nature extend beyond the expiration, termination, or cancellation of this Agreement shall remain in full force and effect until fulfilled and/or performed.
SEVERABILITY – If any Section of this Agreement is invalid, illegal or unenforceable, that Section is severed from this Agreement and the remaining Sections in this Agreement remain in effect.
NO WAIVER – No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
ASSIGNMENTS & SUBCONTRACTS – Buyer shall not assign, transfer, subcontract or delegate any of its rights or obligations under this Agreement without the prior written consent of PackRite, LLC. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Buyer of any of its obligations under this Agreement. PackRite may at any time assign, transfer or subcontract any of its rights or obligations under this Agreement without Buyer’s consent.
CONFIDENTIAL INFORMATION – Unless otherwise agreed to by the parties in writing, neither party may disclose to a third party any non-public, confidential, and proprietary information, including, but not limited to, specifications, samples, formulas, plans, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by one party to the other party, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked, designated, or identified as “confidential” (collectively, “Confidential Information”), other than as required for a party to fulfill its obligations under this Agreement. Information will not be considered Confidential Information if it: (i) is or becomes available in the public domain through no wrongful act of the receiving party; (ii) is already in the receiving party’s possession prior to the performance hereunder without an obligation of confidentiality; (iii) is rightfully disclosed to the receiving party by a third party without an obligation of confidentiality; (iv) is independently developed by the receiving party; or (v) is required to be disclosed pursuant to a final non-appealable court or regulatory order served on the receiving party, provided that the receiving party gives the disclosing party prompt notice of such order. This nondisclosure obligation shall survive the termination, expiration, or cancellation of this Agreement.