TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE AND EXCLUSIVE TERMS
1.1 These Terms and Conditions of Sale (these "Terms") apply to every quotation, order acknowledgment, sale, and invoice of Ideal Jacobs Corporation ("Seller," "IJC," "we," or "us") for goods, materials, tooling, or services ("Products") sold to the purchaser identified on the quotation, acknowledgment, or invoice ("Buyer").
1.2 These Terms, together with Seller's quotation and order acknowledgment, constitute the entire agreement between the parties (the "Contract"). Buyer's issuance of a purchase order, acceptance of delivery, or payment of any invoice constitutes acceptance of these Terms.
1.3 Seller objects to and rejects any additional, different, or conflicting term contained in Buyer's purchase order, supplier terms, portal terms, click-through terms, or other document, and no such term becomes part of the Contract unless expressly accepted in a writing signed by an officer of Seller. Seller's commencement of performance or shipment is not acceptance of any such term.
1.4 Order of precedence, highest first: (a) a written agreement signed by an officer of Seller; (b) Seller's quotation and order acknowledgment; (c) these Terms.
2. QUOTATIONS, ORDERS, AND ORDER ENTRY
2.1 Quotations are offers to sell and, unless stated otherwise on their face, expire thirty (30) days from issue and may be withdrawn or revised by Seller at any time prior to Buyer's acceptance.
2.2 Quotations are based on the quantities, specifications, materials, artwork, tolerances, and delivery schedule stated. Any variation — including a change in quantity, split releases, revised artwork, substituted material, or expedited schedule — entitles Seller to requote.
2.3 All orders are subject to acceptance by Seller at its Maplewood, New Jersey facility. No order is binding on Seller until Seller issues a written order acknowledgment.
2.4 Blanket orders, releases, and forecasts are for planning only and do not obligate Seller to hold capacity or inventory except as stated in Seller's acknowledgment. Seller may establish minimum order quantities and minimum billing amounts.
3. PRICES, TAXES, AND ADJUSTMENTS
3.1 Prices are in U.S. dollars, are exclusive of freight, insurance, duties, tariffs, and taxes, and apply only to the quantities quoted. Prices for tooling, dies, plates, films, screens, fixtures, setup, prototyping, engineering, and expedite services are quoted and invoiced separately.
3.2 Buyer is responsible for all sales, use, excise, value-added, gross receipts, and similar taxes and for all customs duties, tariffs, brokerage, and import fees, however designated, and shall reimburse Seller for any such amounts Seller is required to pay. If Buyer claims exemption, Buyer shall furnish a valid exemption certificate before shipment.
3.3 Seller may adjust quoted or acknowledged prices, upon written notice, to reflect: (a) increases of more than five percent (5%) in the cost of raw materials, components, energy, or freight; (b) newly imposed or increased duties, tariffs, or import surcharges; or (c) changes requested by Buyer under Section 6. Buyer's sole remedy if it objects to an adjustment is to cancel the affected undelivered balance under Section 6, with the cancellation charges of Section 6.3 applying.
3.4 Prices for scheduled or blanket releases extending beyond twelve (12) months are subject to annual review.
4. PAYMENT, CREDIT, AND SECURITY
4.1 Unless Seller's acknowledgment states otherwise, payment terms are Net 30 days from date of invoice, in U.S. dollars, without deduction, set-off, or withholding. Seller may require payment in advance, a deposit against tooling and material, a letter of credit, or cash on delivery.
4.2 Past-due amounts bear a late charge of one and one-half percent (1.5%) per month, or the highest rate permitted by New Jersey law if lower. Buyer shall reimburse Seller's costs of collection, including reasonable attorneys' fees and court costs.
4.3 Buyer shall not withhold or offset any amount on account of a dispute, chargeback, or claim unless Seller has agreed to it in writing.
4.4 All shipments are subject to Seller's continuing credit approval. If Buyer's credit becomes impaired in Seller's reasonable judgment, or if Buyer is past due on any invoice, Seller may — without liability and without prejudice to any other remedy — require security or advance payment, suspend production or shipment, stop goods in transit, withhold tooling, and declare all outstanding amounts immediately due.
4.5 Seller retains a purchase-money security interest in all Products sold and in the proceeds thereof until the purchase price is paid in full, and Buyer authorizes Seller to file such financing statements as Seller deems necessary to perfect that interest.
4.6 Seller may offset any amount owed by Buyer to Seller or Seller’s affiliates under the Contract or any other agreement against any amount Seller owes to Buyer.
5. DELIVERY, TITLE, AND RISK OF LOSS
5.1 Unless the acknowledgment states otherwise, delivery terms are EXW / F.O.B. Seller's Maplewood, New Jersey facility. Title and risk of loss pass to Buyer upon Seller's delivery of the Products to the carrier. Seller's selection of carrier and routing, if made, is for Buyer's convenience and at Buyer's risk and expense.
5.2 Shipping dates are estimates based on conditions existing at the time of acknowledgment and on timely receipt of Buyer's approvals, artwork, specifications, credit clearance, and any required deposit. Seller shall use commercially reasonable efforts to meet acknowledged dates. Seller is not liable for any loss, expense, penalty, chargeback, line-down charge, premium freight, or damage arising from delay in delivery.
5.3 Seller may make partial shipments and invoice each shipment separately. Buyer shall not reject a shipment for reason of partial delivery.
5.4 Overrun and underrun. Because of the nature of printing, converting, and die-cutting processes, Seller may ship and invoice, and Buyer shall accept and pay for, a quantity within ten percent (10%) over or under the ordered quantity, unless a tighter tolerance is stated in Seller's acknowledgment. For orders below Seller's standard minimum run, the applicable tolerance is twenty percent (20%).
5.5 Storage. If Buyer fails to take delivery of completed Products, or requests that Seller hold Products, Seller may invoice the Products as of the date they were available and may charge reasonable storage, handling, and insurance costs. Risk of loss passes to Buyer on the date the Products were available for shipment.
5.6 Seller may subcontract any portion of the work without Buyer’s consent.
6. CHANGES, CANCELLATION, AND HOLDS
6.1 No change to specifications, artwork, quantity, material, or schedule is effective unless accepted by Seller in writing. Accepted changes entitle Seller to an equitable adjustment in price and delivery.
6.2 After Seller issues an order acknowledgement, all orders are non-cancelable and non-returnable. Any push-out of delivery dates is at Seller’s sole discretion and must be agreed to in writing by the Seller.
6.3 Cancellation charges. Where Seller in its discretion permits cancellation or reduction of an accepted order, Buyer shall pay: (a) the full price of finished Products; (b) Seller's cost plus a reasonable margin for work in process; (c) the cost of raw material, components, and packaging purchased or committed for the order, including non-cancelable sub-tier commitments; (d) unamortized tooling and setup charges; and (e) engineering, prototyping, and artwork charges incurred.
6.4 Schedule holds. If Buyer delays or pushes out a scheduled release by more than thirty (30) days, Seller may invoice completed Products under Section 5.5 and apply storage charges, and Seller may re-quote the remaining balance.
7. TOOLING, ARTWORK, PROOFS, AND BUYER PROPERTY
7.1 Seller retains sole ownership of its own manufacturing know-how, processes, methods, tool designs, and general-purpose equipment, whether or not developed or refined in the course of producing Buyer's Products, and of all tooling not separately charged to Buyer.
7.2 Buyer's tooling, artwork, and other property held by Seller may be released to Buyer upon written request provided Buyer's account is current and Buyer pays crating and freight. Seller may dispose of Buyer tooling, artwork, films, and materials that have been inactive for more than twenty-four (24) months, after thirty (30) days' written notice to Buyer.
7.3 Seller does not insure Buyer property in its possession. Buyer shall maintain insurance covering its property at Seller's facility.
7.4 Proofs and color. Buyer is responsible for reviewing and approving all proofs, samples, and pre-production approvals. Seller is not responsible for errors in artwork, text, spelling, dimensions, part numbers, barcodes, or regulatory markings furnished or approved by Buyer. Color, gloss, texture, and adhesion are matched within commercially reasonable industry tolerances; variation within those tolerances is not a defect. Where no signed color standard is provided, Seller's in-house standard applies.
8. INSPECTION, CLAIMS, AND RETURNS
8.1 Buyer shall inspect all Products promptly upon receipt. Any claim for shortage, damage in transit, or visible nonconformity must be made in writing within fifteen (15) days of receipt; any other claim of nonconformity must be made in writing within thirty (30) days of receipt. Failure to give timely notice constitutes irrevocable acceptance and waiver of all claims.
8.2 Products may not be returned without Seller's written Return Material Authorization (“RMA”). Products returned without an RMA may be refused. Buyer shall preserve allegedly nonconforming Products, together with lot identification and packaging, and make them and its records available for Seller's inspection.
8.3 Buyer shall not sort, rework, scrap, or dispose of allegedly nonconforming Products, or incur third-party sorting or rework costs, without Seller's prior written authorization. Unauthorized costs are Buyer's sole responsibility.
8.4 Claims for shortage or damage caused in transit on shipments where risk has passed to Buyer are Buyer's claims against the carrier; Seller will provide reasonable documentation to support them.
9. LIMITED WARRANTY
9.1 Seller warrants that, at the time of delivery, the Products will conform to the specifications, drawings, and approved samples expressly stated in Seller's acknowledgment and will be free from defects in material and workmanship attributable to Seller. This warranty extends for twelve (12) months from the date of shipment.
9.2 Exclusive remedy. Seller's sole obligation, and Buyer's exclusive remedy, for breach of warranty is, at Seller's option, repair or replacement of the nonconforming Products, or credit or refund of the purchase price of the nonconforming Products. Return freight instructions shall be given by Seller.
9.3 Exclusions. The warranty does not apply to, and Seller is not responsible for: (a) designs, specifications, artwork, materials, tolerances, or processes specified, furnished, or approved by Buyer, including their suitability, accuracy, and regulatory compliance; (b) Products altered, misapplied, misused, improperly stored, improperly installed, or subjected to conditions outside the stated specification; (c) normal wear, fading, weathering, abrasion, chemical attack, or adhesion failure on substrates not identified to Seller in writing and qualified by Seller; (d) Products incorporating Buyer-directed or Buyer-supplied material or components; (e) shelf-life-limited items used beyond their stated shelf life; and (f) samples, prototypes, and pre-production parts, which are furnished as-is.
9.4 Fitness for application. Buyer is solely responsible for determining that the Products are suitable for Buyer's application, environment, and end use, for all testing and qualification of the finished assembly, and for compliance of Buyer's end product with all applicable laws, standards, and agency approvals. Seller's technical advice, samples, and recommendations are provided as an accommodation and without warranty.
9.5 THE WARRANTY IN THIS SECTION 9 IS THE ONLY WARRANTY GIVEN BY SELLER AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE.
10. LIMITATION OF LIABILITY
10.1 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, PRODUCTION DOWNTIME, LINE-DOWN OR LINE-STOPPAGE CHARGES, SORTING OR REWORK COSTS, RECALL, CAMPAIGN, OR FIELD SERVICE COSTS, OR THIRD-PARTY OR CUSTOMER CHARGEBACKS, HOWEVER ARISING AND WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE CONTRACT, FROM ALL CAUSES COMBINED, SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
10.3 The limitations in this Section 10 apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose, reflect the allocation of risk on which Seller's prices are based, and survive delivery, inspection, acceptance, payment, and termination.
10.4 Any action arising out of or relating to the Contract must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.
11. INTELLECTUAL PROPERTY AND BUYER-FURNISHED CONTENT
11.1 Buyer warrants that it owns or is licensed to use all artwork, logos, trademarks, copy, part numbers, designs, specifications, and other content it furnishes to Seller or directs Seller to reproduce, and that Seller's reproduction and sale of Products embodying that content will not infringe or misappropriate the rights of any third party.
11.2 Buyer shall defend, indemnify, and hold harmless Seller from and against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) any alleged infringement or misappropriation relating to content or specifications furnished or directed by Buyer, (b) Buyer's designs and Buyer's end product, (c) Buyer's use, application, resale, or distribution of the Products, and (d) Buyer's breach of Section 12.
11.3 Seller retains all right, title, and interest in its own designs, drawings, know-how, processes, and improvements. Nothing in the Contract grants Buyer a license to Seller's intellectual property other than the right to use and resell the Products purchased.
11.4 Neither party shall use the other's name, logo, or marks in advertising or publicity without prior written consent, except that Seller may identify Buyer in customer lists with Buyer's consent.
11.5 Buyer shall maintain, at its own expense, commercial general liability insurance, including product liability and completed operations coverage, with limits of not less than $2,000,000 per occurrence and $5,000,000 in the aggregate, with carriers rated A- VII or better by A.M. Best. Buyer shall, upon request, provide Seller with certificates of insurance and shall name Seller as an additional insured.
12. EXPORT CONTROL AND TRADE COMPLIANCE
12.1 Products, technical data, and software furnished by Seller may be subject to the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774) and, where so identified, the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130) and the economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control.
12.2 Buyer shall comply with all applicable export, re-export, import, and sanctions laws. Buyer shall not export, re-export, transfer, retransfer, or otherwise provide access to any Product, technical data, or defense article furnished by Seller, or any direct product thereof, to any Foreign Person (as defined in the applicable regulations) or to any destination, entity, or end use requiring authorization, without first obtaining the required U.S. Government authorization. Buyer shall not divert Products to any embargoed or proscribed destination or to any restricted or denied party, or to any nuclear, missile, chemical, or biological weapons end use.
12.3 Where the Products are or incorporate items subject to the ITAR, Buyer represents that it is registered with the Directorate of Defense Trade Controls to the extent required, that access to Seller's technical data will be limited to U.S. Persons (as defined in the applicable regulations) with a need to know, that it will not release such technical data to any Foreign Person (including a Foreign Person within the United States, which constitutes a deemed export) without prior written authorization, and that it will maintain the export-control markings applied by Seller.
12.4 Buyer shall provide, on request, the end use, end user, and ultimate destination of the Products, and shall notify Seller before any resale or transfer to a party outside the United States. Seller may refuse, delay, or cancel any order or shipment, without liability, where Seller determines in good faith that performance would or might violate export control, sanctions, or anti-boycott law, or where a required authorization has not been granted.
12.5 Buyer shall flow down the requirements of this Section 12 to its customers and to any party to whom it transfers the Products or related technical data, and shall notify Seller in writing within twenty-four (24) hours of any actual or suspected export violation involving the Products or Seller's technical data.
12.6 Classification information (ECCN, EAR99, USML category, Harmonized Tariff Schedule number, country of origin) furnished by Seller is provided for Buyer's convenience in good faith and is not a warranty; Buyer is responsible for confirming classification and for its own export determinations and filings.
13. QUALITY, MATERIAL DECLARATIONS, AND COMPLIANCE
13.1 Seller maintains a quality management system and will provide certificates of conformance, inspection data, first article inspection, or production part approval documentation where expressly agreed in Seller's acknowledgment and quoted. Requirements not identified at the time of quotation — including customer-specific requirements, additional inspection levels, extended record retention, and third-party audits — are subject to acceptance and repricing by Seller.
13.2 Statements regarding restricted substances (including RoHS, REACH, POPs, and conflict minerals) are provided to the best of Seller's knowledge based on declarations obtained from Seller's suppliers, are not independently verified by Seller, and are furnished without warranty.
13.3 Buyer shall notify Seller in writing before purchasing Products for use in any aerospace, military, medical, life-support, nuclear, or other application in which failure of the Products could result in personal injury, loss of life, or substantial property damage. Absent Seller's written acceptance of such use, Buyer assumes all risk of such application and shall indemnify Seller against all resulting claims.
13.4 Each party shall comply with all applicable laws in its performance, including the U.S. Foreign Corrupt Practices Act and applicable anti-bribery, labor, and environmental laws.
14. CONFIDENTIALITY
14.1 Each party shall hold in confidence the other's non-public technical, commercial, and pricing information disclosed in connection with the Contract (collectively, “Confidential Information”), use it only for purposes of the Contract, and disclose it only to personnel with a need to know. These obligations do not apply to Confidential Information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party without restriction, or is independently developed. Disclosure compelled by law is permitted upon prior notice to the disclosing party where lawful.
14.2 Seller's quotations and pricing are Confidential Information and shall not be disclosed to any third party, including to Buyer's other suppliers or in any reverse-auction or benchmarking process, without Seller's written consent.
14.3 This Section is in addition to any separate nondisclosure agreement between the parties.
14.4 Each party acknowledges that a breach of this Section 14 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party is entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.
15. FORCE MAJEURE
15.1 Seller is not liable for any delay or failure in performance caused by any event beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, cyberattack, labor dispute or shortage, utility or transportation interruption, equipment failure, shortage or delay of raw materials or components, supplier failure, tariffs, embargo, export control action, or act of any governmental authority.
15.2 Upon such an event, Seller's delivery obligations are suspended for the duration of the event and Seller may allocate available production and materials among its customers in a manner it determines to be fair and reasonable. If the event continues more than ninety (90) days, either party may cancel the affected undelivered balance, and Buyer shall pay for Products delivered and for work in process and materials under Section 6.3.
16. GENERAL PROVISIONS
16.1 Buyer default. If Buyer fails to pay when due, breaches any provision of the Contract, becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to any insolvency or receivership proceeding, Seller may suspend performance, stop shipment or delivery, retain Buyer's tooling and property pending payment, declare all sums immediately due, cancel the undelivered balance, and pursue all remedies available at law or in equity, including those of a seller under the New Jersey Uniform Commercial Code.
16.2 Assignment. Buyer shall not assign the Contract or any rights or obligations under it without Seller's prior written consent. Seller may assign the Contract to an affiliate or to a successor to its business or assets.
16.3 No waiver; severability. Seller's failure to insist upon strict performance is not a waiver of any right. If any term, provision, covenant or restriction of this Contract are held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Contract will remain in full force and effect and will in no way be affected, impaired or invalidated
16.4 Survival. Sections 4, 7, 8, 9, 10, 11, 12, 13, 14, 16, and 17 survive completion, cancellation, or termination of the Contract.
16.5 Notices. Notices to Seller shall be in writing and delivered to Ideal Jacobs Corporation, 515 Valley Street, Maplewood, New Jersey 07040, USA, Attention: The President. Notices to Buyer shall be delivered to the address on Seller's acknowledgment or invoice. Notice will be sufficiently given or made if sent by first-class mail, postage prepaid, or overnight delivery service.
16.6 Governing law and venue. The Contract is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Essex County, New Jersey have exclusive jurisdiction over any dispute, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum. Each party waives trial by jury to the extent permitted by law.
16.7 Entire agreement; modification. The Contract is the complete and exclusive statement of the parties' agreement and supersedes all prior and contemporaneous proposals, understandings, and communications. It may be modified only in a writing signed by an officer of Seller.
16.8 Independent parties. The parties are independent contractors. Nothing in the Contract creates an agency, partnership, joint venture, or exclusive dealing relationship, and Seller reserves the right to sell to any other customer.
17. MISCELLANEOUS
17.1 Cumulative Remedies. All rights and remedies under this Contract are cumulative and in addition to any other rights and remedies available at law or in equity. Exercise of one right or remedy does not preclude exercise of any other right or remedy.
17.2 Third-Party Beneficiary. Except as to the extent of applicable law this Contract does not confer any rights or remedies on any other third-party.
17.3 Descriptive Headings. Descriptive headings of the several sections of this Contract are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof. Unless otherwise expressly stated, references herein to articles, sections, subsections, paragraphs and exhibits are to articles, sections, subsections, paragraphs and exhibits of or to this Contract. Whenever the words “include,” “includes” or “including” are used in this Contract, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Contract as a whole and not to any particular provision of this Contract. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.