Packaging Carton

PACKAGING CARTON AGREEMENT

Parties

This Packaging Carton Agreement (the Agreement) is made effective as of by and between Supplier and Buyer as identified above.

WHEREAS

WHEREAS, Supplier is engaged in the manufacture and supply of packaging cartons and related packaging components meeting commercial and regulatory quality standards; and

WHEREAS, Buyer requires packaging cartons conforming to the technical specifications, quantities and delivery schedule set forth in this Agreement for use in Buyer’s goods distribution; and

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will manufacture, deliver and warrant such packaging cartons to Buyer.

Scope of Work

Supplier shall manufacture and supply packaging cartons in accordance with the specifications, quantities, and schedule below and as further described in the Scope of Work. Supplier shall perform all customary quality control and testing necessary to ensure conformity to the agreed specifications.

Payment Terms

Buyer shall pay Supplier for the goods as follows. All amounts are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur interest at on any overdue amount, or the maximum rate permitted by law, whichever is lower. Buyer shall also be responsible for reasonable costs of collection, including attorneys’ fees.

Delivery, Acceptance and Rejection

Supplier shall deliver goods to the delivery location specified by Buyer. Risk of loss transfers to Buyer upon shipment FOB Supplier’s facility unless expressly agreed otherwise in writing. Buyer shall inspect delivered cartons within and may reject nonconforming Goods by written notice specifying the nonconformity and proposed remedy. Supplier shall, at its option, replace or repair nonconforming goods at Supplier’s expense within a commercially reasonable period.

Warranties and Remedies

Supplier warrants that cartons supplied hereunder shall conform to the agreed specifications, be free from material defects in workmanship, and be merchantable for the intended packaging use for a period of from delivery. Supplier’s sole obligation for breach of warranty shall be, at Supplier’s election, repair, replacement, or refund of the purchase price for the affected goods. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Term and Termination

This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section. Either party may terminate for convenience upon days’ prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence and not disclose to any third party any Confidential Information disclosed by the other party (Disclosing Party) except as necessary to perform its obligations under this Agreement. Confidential Information includes technical specifications, tooling data, pricing, customer lists, and any other information designated or reasonably understood to be confidential. Confidential obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Indemnification

Supplier shall indemnify, defend and hold harmless Buyer from and against any third-party claims arising from Supplier’s breach of warranty, negligent manufacture, or infringement of third-party intellectual property arising from Supplier-provided designs. Buyer shall provide prompt written notice of any claim and cooperate in the defense at Supplier’s expense.

Compliance

Supplier represents that the cartons will be manufactured in compliance with all applicable laws, regulations and industry standards, including environmental, labeling and safety requirements applicable to packaging materials. Supplier shall maintain records evidencing such compliance and provide copies to Buyer upon reasonable request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved as provided herein.

Entire Agreement

This Agreement, including any exhibits, purchase orders and accepted specifications expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and agreements, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or email with confirmation of receipt, and shall be effective upon receipt.

Sign Now