Packaging Tape Agreement

PACKAGING TAPE AGREEMENT

This Packaging Tape Agreement (the Agreement) is made effective as of by and between:

RECITALS

WHEREAS, Supplier manufactures or sources adhesive packaging tape products described herein and is willing to supply such products to Buyer on the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer desires to purchase packaging tape from Supplier for use in Buyer’s packaging and shipping operations, subject to the specifications, quantities and delivery schedule agreed by the parties; and

WHEREAS, the parties wish to set forth the terms that will govern the supply, purchase, price, confidentiality and other obligations related to the packaging tape transactions between them.

SCOPE OF WORK

Supplier shall manufacture, package and deliver packaging tape meeting the specifications set forth below and as further described in the work order(s) executed under this Agreement. Specifications and allowable tolerances will be set forth in each Purchase Order.

PAYMENT TERMS

Buyer shall pay Supplier for products delivered in accordance with the following terms. All monetary amounts are in U.S. dollars unless otherwise agreed in writing.

Payment shall be made as follows:

Any amount not paid by the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorney’s fees incurred by Supplier.

DELIVERY AND INSPECTION

Supplier shall deliver product FOB Supplier’s facility unless otherwise agreed. Title and risk of loss shall pass to Buyer upon delivery to the carrier. Buyer shall inspect all deliveries promptly and must notify Supplier in writing of any nonconforming goods within days of receipt. Failure to timely notify Supplier shall constitute acceptance of the goods.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no less than days prior to the effective termination date. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice identifying the breach. Termination does not relieve Buyer of payment obligations for goods delivered prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information of the other party. The receiving party shall: (a) hold such information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose such information to any third party except as permitted under this Agreement; and (c) use the information solely for performance under this Agreement. Confidential information does not include information which is or becomes publicly available without breach, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party without restriction.

WARRANTIES AND LIMITATION OF LIABILITY

Supplier warrants that products delivered under this Agreement will conform to the agreed specifications and be free from defects in materials and workmanship for a period of days from delivery. Supplier’s sole obligation for nonconforming goods shall be, at Supplier’s option, repair, replacement or refund of the purchase price for such goods. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS PAID OR PAYABLE UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in the county of the governing state, and the parties hereby submit to the exclusive jurisdiction of those courts.

INSURANCE

Supplier shall maintain commercial general liability and product liability insurance in amounts sufficient to cover its obligations under this Agreement and shall provide evidence of such insurance upon Buyer’s reasonable request.

ENTIRE AGREEMENT

This Agreement, together with any executed purchase orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of Supplier’s assets.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms as indicated by their authorized signatures below.

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