Terms And Conditions
Pouch Makers Canada INC.
(Hereinafter Referred To As The Company)
Standard Conditions Of Sale
The Following Standard Conditions Of Sale Varied From Time To Time By The Company Will Govern This Transaction And All Contracts Between The Parties Except As Otherwise Specifically Agreed In Writing By The Buyer And The Company
1. Payment Terms
(I) For Approved Credit Account Holders: Net Monthly Account Requiring Settlement In Full For Goods Invoiced Up To And Including The Last Day Of A Calendar Month To Reach The Company No Later Than The Last Day Of The Following Calendar Month The Company Reserves The Right To Charge Interest At Commercial Rates On Amounts Outstanding After The Due Settlement Date
(Ii) For Non Credit Account Holders: Cash On Delivery Or Cash With Order Only
2. Prices And Quotations
Quotations Are For Information Only And Are Binding On The Company Only If And To The Extent That They Are Incorporated In An Order To The Company Which Has Been Accepted In Writing All Prices Quoted Are Exclusive Of Provincial And Federal Taxes. The Company Reserves The Right To Alter Or Amend Prices Up To The Time Goods Are Dispatched. All Cad Orders Will Have Applicable Taxes Added. The Company Is Not Liable For Any Local Duties Or Taxes Related To Importation Or Delivery Of Goods Either To Or By The Buyer.
3. Contracts
When A “Call Off” Contract Order Is Placed With The Company Without Giving Any Specific Delivery Dates The Buyer Understands That The Whole Quantity Ordered May Have Been Manufactured It Is Expressly Agreed That In This Event The Total Quantity Contracted For Will Be Accepted For Delivery Within One Year Of The Order Being Placed With The Company
The Company Shall Have The Option To Rescind Any Contract Or Order Between The Company And The Buyer And/Or To Suspend Delivery Of Goods In Any Of The Following Events:
(I) Should Any Sum Owed By The Buyer To The Company Be Overdue For Payment
(Ii) Should The Buyer Be In Breach Of Any Term Of The Same Or Any Other Contract With The Company
(Iii) Should The Buyer Enter Into Any Composition Or Arrangement With Or For The Benefit Of His Creditors Have A Receiving Order In Bankruptcy Made Against Him Or Go Into Liquidation Or Receivership Either Voluntary Or Compulsory
4. Ownership
The Company And The Buyer Expressly Agree That Until The Company Has Been Paid In Full For The Goods Comprised In This Or Any Other Sale Contract Between Them
(I) The Goods Remain The Sole And Absolute Property Of The Company And The Company May Recover The Goods At Any Time From The Buyer If The Amount Outstanding To The Company Remains Unpaid After The Due Date For Payment Has Passed For That Purpose The Company Its Servants And Agents May Enter Upon Any Land Or Building Upon Which The Goods Are Situated
(Ii) The Buyer Has The Right In The Course Of His Business To Dispose Of The Goods Which Are The Property Of The Company On Condition That The Buyer Shall Hold The Proceeds Of Such Disposal On Trust For And On Demand Pay To The Company Any Monies Due Or Owing To The Company
(Iii) All Cylinders, Tools, Moulds And Other Equipment Made, Prepared Or Obtained By The Company Shall Be And Remain The Property Of The Company Whether Or Not A Charge Is Made To The Buyer In Respect Thereof And The Company Shall Have The Exclusive Rights To Any Patents, Registered Designs, Trade Marks, Copyright Or Other Intellectual Property Rights Retained Therein.
5. Claims
(I) Claims In Respect Of Any Alleged Defect In The Quality Of The Goods Delivered Must Be Made In Writing Within 14 Days After Delivery Or If Related To The Transport Of The Goods Within Such Time As Will Enable The Company To Comply With The Time Limit And Procedure Of Any Carriers By Whom The Goods Were Transported
(Ii) The Return Of Goods Shall Not Be Made Without Prior Agreement Between The Buyer And The Company. There Is A Handling Charge Of 20% Of The Invoice Value On Any Good Returned Other Than Through Where Agreed In Advance Or Through Faulty Manufacture Or Transit Damage.
(Iii) If The Buyer Shall Make Any Complaint Within The Time Stipulated The Company Shall After Reasonable Time For Investigation And Examination Of The Goods In Dispute Shall Be Entitled At Its Option:
(A) To Replace Any Defective Goods Or
(B) To Accept The Return Of Defective Goods And To Credit The Buyer With The Sale Price Thereof Or
(C) To Make The Buyer An Allowance Representing The Difference Between The Value Of Goods Defective At The Time Of Complaint And The Value They Would Have Had If They Had Not Been Defective Providing The Buyer Pays The Balance Not In Dispute According To Normal Terms
(Iv) Any Complaint Of Short Delivery Or Of Damage To Goods In Transit Must Be Notified Within 24 Hours Of Receipt Of Goods And Confirmed In Writing At That Time By The Buyer To The Company
6. Cancellation Or Alteration Of Orders
Where The Company Agrees To Supply Goods It May Refuse A Request For Cancellation Suspension Or Alteration To The Order If Materials Or Components Have Been Ordered From A Third Party Or Manufacture Of The Goods Has Commenced. No Order Which Has Been Accepted By Pouch Makers May Be Cancelled By The Buyer Except With The Agreement In Writing Of The Company And On Terms That The Buyer Shall Indemnify Pouch Makers In Full Against All Loss (Including Loss Of Profit), Costs (Including The Cost Of Labour And Materials Used), Damages, Charges And Expenses Incurred By Pouch Makers As A Result Of The Cancellation
7. Delivery And Quantities
(I) Once An Order Is Confirmed, The Buyer Shall Be Bound To Accept The Goods When They Are Ready For Delivery By The Company, Irrespective If A Lead Time Indication Has Been Provided.
(Ii) Where The Company Agrees To Deliver Goods To A Place Chosen By The Buyer The Buyer Shall Provide For The Unloading Of The Goods Or Reimburse The Company The Cost Of Such Unloading
(Iii) If The Buyer Fails To Take Delivery At The Time Required By The Contract The Company Shall Be Entitled To:-
(A) Invoice The Goods Forthwith And
(B) To Charge At Rates Giving An Economic Return For The Handling Storage And Insurance Of The Goods From The Date Of Invoice To The Date When The Buyer Takes Delivery Or The Company At Its Option Disposes Of The Goods
(Iv) Where Goods Are Manufactured To The Buyers Specification It Is Understood That The Quantity Delivered May Vary Against The Order Quantity By Up To + Or – 35% Such Extra Quantity Being Invoiced And Payable Or If Deficiency Then Credited And Or Refundable As May Be Appropriate
(V) The Company Accepts No Liability For Delivery When The Buyer Requests Deliveries To Be Made By Specific Or Nominated Agents.
8. Materials, Production And Finished Goods
The Company Shall Not Be Bound By Any Oral Warranty Or Representation Given Or Made On Its Behalf Unless Confirmed In Writing Nor By Any Implied Term Condition Or Warranty Whether Arising By Implication Or Law Or To Be Implied From Circumstances Save And Except A Warranty That Goods Sold Shall Correspond With The Contractual Description
Where Orders Are Placed By The Buyer In Reliance Upon Samples Provided By The Company The Company Shall Endeavour To Ensure That The Goods Comply With The Quality And Dimensions Of The Sample But No Responsibility Can Be Accepted For Discrepancies Between The Sample And The Goods Delivered
(Iii) Stock Sizes And Weights Of Goods Are Approximate Only And May Not Correspond With Their Contractual Description Provided That Any Such Differences Do Not Make The Goods Unsuitable For The Buyer’s Purposes
(Iv) Where Goods Are Made To A Buyers Own Specification, Whilst Every Effort Is Made To Supply An Exact Size, Thickness, Colour, Function, Grade, Material Or Quality, It Must Be Noted That Due To The Commercial Manufacturing Process And The Nature Of Materials Used, There Is Always The Possibility Of Production Variances Occurring Which Are Subject To Certain Trade Tolerances. Details Of Such Tolerances Will Be Supplied On Request, Will Apply The Buyer Must Satisfy Himself Or Herself That Such Tolerances Are Acceptable
(V) No Guarantee Is Given That The Goods Are Fit For The Buyer’s Purpose And The Buyer Must Satisfy Himself Of Their Fitness For Any Purpose For Which They Are Intended To Be Used
(Vi) Where The Buyer Requires The Company To Carry Out Design Or Printing Work In Respect Of Goods Ordered Colours Need Only Be A Commercial Match And The Buyer Is Responsible For Any Errors In Proofs Which He Has Signed The Buyer Will Indemnify The Company In Respect Of Any Expense Or Liability Arising Out Of Any Breach Of Copyright Trade Mark Etc
(Vii) Unless Otherwise Stipulated, For Any Customized Jobs, The Buyer Must Conform To The Requirements Outlined In The Pouch Makers Artwork Guide (Available Upon Request) Which Supersede Any Other General Codes Of Practice Or Industry Tolerances.
(Viii) During Commercial Production There Are A Number Of Variances That Can Occur Which Can Impact Size, Colour variation upto 30%, Function And Grade Of The Packaging.
9. Limitation Of Liability
(I) The Company Shall Not Be Liable For Failing To Perform This Or Any Other Contract Whether Wholly Or In Part If The Failure Is Caused Either Wholly Or Partly By Any Circumstance Or Circumstances Outside The Company’s Control In Any Event It Is Expressly Agreed That The Company Will Not Be Liable For Any Consequential Loss Caused To The Customer As A Result Of An Order Being Carried Out Unsatisfactorily Whatever The Reason For This Shortcoming May Be
(Ii) No Forbearance Or Indulgence By The Company Shown Or Granted To The Buyer Whether In Respect Of These Conditions Or Otherwise Shall In Any Way Affect Or Prejudice The Rights Of The Company Against The Buyer Or Be Regarded As A Waiver Of Any Of These Conditions
(Iii) Time Shall Not Be Of The Essence Of This Or Any Other Contract With The Company
(Iv) The Company Shall Not Be Liable For Recommendations And Advice Regarding The Usage And Treatments Of Its Products . In Particular The Company Cannot Guarantee That The Goods Supplied Are Suitable For The Applications Intended By The Buyer. The Company Accepts No Liability For Any Packed Items. It Is The Responsibility Of The Buyer To Ensure Any Packaging Meets Any Legal Requirements Required For Their Specific Products. The Limit Of Any Claim Against The Company Shall Be The Invoiced Amount And No Claim For Consequential Loss Will Be Recoverable Against The Company.
(V) Liability Of Any Claim Will Be Set At The Maximum Amount Of The Purchase Price Of The Goods Of The Customer.
(Vi) Any Claim Submitted In Excess Of The Purchase Price Will Not Be Valid.
10. Patents And Trade Marks
No Representation, Warranty Or Indemnity Is Given By The Company That The Goods Do Not Infringe Any Letters Patent, Trade Marks, Registered Designs Or Other Industrial Property Rights. If The Goods Are To Be Manufactured Or Designed By Pouch Makers In Accordance With A Specification Submitted By The Buyer, The Buyer Shall Indemnify Pouch Makers Against All Damages, Costs And Expenses Awarded Against Or Incurred By The Company In Connection With Or Paid Or Agreed To Be Paid By The Company In Settlement Of Any Claim For Infringement Of Any Patent, Copyright, Design, Trade Mark Or Other Industrial Or Intellectual Property Rights Of Any Other Person Which Results From The Company’s Use Of The Buyers Specification
11. Export Terms
In These Conditions ‘Incoterms’ Means The International Rules For The Interpretation Of Trade Terms Of The International Chamber Of Commerce As In Force At The Date When The Defined Of Given Particular Meaning By The Provisions Of Incoterms Shall Have The Same Meaning In These Conditions, But If There Is Any Conflict Between The Provisions Of Incoterms And These Conditions, The Latter Shall Prevail. The Buyer Shall Be Responsible For Complying With Any Legislation Or Regulations Governing The Importation Of The Goods Into The Country Of Destination And For The Payment Of Any Duties On Them.
12. Force Majeur
The Company Shall Have No Liability To The Buyer For Any Failure Or Delay In Supply Or Delivery Or For Any Damage Or Defect To The Goods Supplied Or Delivered Caused By Any Event Or Circumstance Beyond The Company’s Reasonable Control.
13. Website
Visitors To Any Pouch Makers Canada Related Websites Are Required To Accept The Following Terms And Conditions In Return For The Information Given To Them On The Websites.
We Use Our Reasonable Efforts To Include Accurate And Up To Date Information On All Pages Of Our Website. Information Is For Guidance Only And Is Not Intended To Form Any Part Of A Contract And Can Be Subject To Change Without Notice. We Shall Not Be Liable For Any Direct, Indirect, Incidental, Consequential Or Cumulative Losses Or Damages Arising Out Of The Use Or Inability To Use These Pages, Any Errors, Misrepresentations Or Omissions On The Material Contained On Them. The Information On The Pages Of Our Website Has Been Prepared With Reasonable Care And Is Believed By Us To Be Legal, Honest, Decent And Truthful As Of The Date Of Its Preparation. Any Material Downloaded Or Otherwise Accessed Through The Use Of The Web Pages On Our Websites Is Obtained Entirely At The Buyers Own Risk And That The Buyer Is Entirely Responsible For Any Resulting Damage To Software Or Computer Systems And/Or Any Resulting Loss Of Data Even If We Have Been Advised Of The Possibility Of Any Such Damage. We Do Not Accept Any Liability In Connection With Any Third Party Websites Which May Be Linked Or Accessible Through Our Own Website And We Do Not Endorse Or Approve The Contents Of Any Such Site. Except Where Expressly Stated To The Contrary The Text And Graphics In The Information Contained In This Website Is The Copyright Of Pouch Makers Canada. Any Temporary Or Permanent Copying Or Storage Of Whole Or Part Of This Website Or The Information Contained In It Or Reproduction Or Incorporation Of Any Part Of It In Any Other Work Or Publication Whether On Paper Or Electronic Media Or Any Other Form Is Expressly Prohibited.
The Entire Contents Of Any Company Websites Remain The Property Of Pouch Makers Canada And Is Copyright With All Rights Reserved. Packaging material photos shown in the website and all rights and design patent belong to their respective owners. We display this for our marketing purpose only. Pouch Makers INC may use samples of packaging material and display customers packaging materials and logo to advertise in websites, internet advertisement, social media display and trade show display.
14. Governing Law
The Interpretation And Terms Of These Conditions Will Be Governed By The Laws Of Canada.
PRODUCTION SPECIFIC TERMS AND CONDITIONS:
Custom Manufactured Pouches & Labels:
- All custom orders may not be cancelled once approved.
- Deposits and Payment Terms:
- a) Digital Production: 70% upon order.
- b) Roto-Gravure Production: 70% Deposit upon order.
- c) Labels: 60% upon order.
*** Pouch Makers Canada reserves the right to request payment in full upon order for invoice amounts less in value than $2,000 or intended for markets which are deemed new or insecure or for any customer who does not get approved for credit terms.
- d) Any fees related to custom die/special tools/PDF Proofs needed for production.
- e) All applicable taxes.
*** Balance is always due when product manufacturing is complete and ready to ship.
- Deposits are non-refundable.
- Deposits must be paid to the company prior to production. Accepted forms of payment: Visa, MasterCard, American Express, Cheque, Wire Payment or Cash. For transactions exceeding $5,000 payment must be made via Certified Cheque or Wire Payment; if customer wishes to process payment using a Credit card – a 3% surcharge will be applicable.
- Payment balance must be received in full prior to the order being shipped from /picked up from the Pouch Makers Canada warehouse.
- Orders must be picked-up within 3 weeks of notification from Pouch Makers Canada (Customer will be notified once order is ready for shipping). If order is not picked-up within 3 weeks, warehousing fees will be applicable.
- a) Order will be disposed if not picked-up within 3 Months of manufacturing; cost of such disposal will be invoiced to the customer.
- All Over-runs in production of the product will be added to the final invoice to the customer. (Over-run may range between 20%-35% depending on order quantity). If there is an under-run of product, the final invoice will be adjusted to final quantity of bags delivered to customer.
- The Company is not responsible for any spelling/grammatical errors, or for failing to display any information which is regulated by a controlling body for the specific product. It is the Customers responsibility to proof read the content and information to be printed onto the product bags. Pouch Makers Canada will print as per the approved die lines received from the customer.
- Pouch Makers Canada is not responsible for any damage to the product which may occur during the shipping and handling.
- Pouch Makers Canada is only responsible for the value of the packaging sold by them and will not be held responsible/liable for the contents of the bag during the filling process.
- Delivery time:
- a) Digital Bag Production: +/- 7 weeks
- b) Roto-Gravure Production: +/-14 weeks
- c) Label Production: +/- 7 weeks
- The company does not assume responsibility for Customers’ timelines due to any delays in shipping, production delays or transport delays that may occur which are out of our control.
- All prices provided are FOB Pouch Makers Canada warehouse.
- The Customer gives the company and its affiliates permission to use the printed and custom bags as production samples to display at trade-shows and further consents to Pouch Makers Canada to showcase their custom printed pouch in their advertising and publications through social media, public marketing, printed matter and websites to show the scope of their manufacturing capabilities. Any objection to this condition must be formally provided on company letterhead with ample time for Pouch Makers Canada to remedy.
- Quotations are valid for 30 days; prices are subject to change on future orders without notice
- Colour Accuracy
- a) Digital Printing & Labels; All files in digital printing; unless formerly requested by the customer will be printed with a CMYK printing process without colour matching which can result in colours being different in shade, tone, etc from the colour that will be viewed on printed proofs and computer screens. If specific Pantone colours are required; please indicate them on the die line as well as PO’s and ensure that this information is outlined on the order confirmation as it can affect pricing.
- b) Roto-Gravure Printing; Please indicate Pantone colours with artwork submission to ensure colour accuracy when printing
***For all printing methods; we recommend supplying a physical printed proof to colour match as well as requesting a printed proof from our pre-press department so that the customer can satisfy themselves that the colours are accurate and match their requirements.
- The Customer must sign off on final digital email proofs prior to production and is responsible to verify all sizes/dimensions and specifications on die-lines prior to signing. Signing on the die-line confirms approval from the Customer that all information provided on the die-line is accurate and ready for production.
- In the case that an order is processed via a Third Party, Re-Seller or Distributor and where the signed documentation relating to the Proofs, Terms and Conditions, Order Details, Order Confirmation etc. where the agreement is signed by someone other than the Officer of the Company’s who design / artwork we are printing and manufacturing. The Re-Seller / Third Party is responsible for presenting all our terms and conditions to the Officer of the Company it represents and confirms the terms and conditions laid out in this Agreement are fully accepted by the Company.
- The Customer personally guarantees the payment of all obligations to Pouch Makers upon placing an order and hereby agrees to bind him/herself to pay on demand any sum which may become due to Pouch Makers Canada. This guarantee shall be a continuing and irrevocable guarantee and action may be taken against the Customer for any non payment without notice thereof.
- Stock sizes and weights of goods are approximate only and may not correspond with their contractual description provided that any such differences do not make the goods unsuitable for the buyer’s purposes.
- During Pouch manufacturing; Size deviances can be observed for 2-3mm in width, height, depth.
- Due to the nature of commercial pouch production; it is possible that during the heat sealing process and shaping of the pouches that some colours become faded or change in shade. This is not in our control and will not be deemed un-usable by the customer and must be accepted.
Co-Packing Services:
Due to the nature of web handling, tracking, machinery inconsistencies, product inconsistencies associated with the packing process, the following tolerances are considered standard and are to be expected.
- Print Registration and alignment variance up to 5% of length of pouch or 8mm depending on contrast of print and size of pouch.
- Shaping of Pouch may vary from Pouch to Pouch as tracking of the film may deviate as well as the heat sealing process which can cause curling, fading, warping of the sealing area.
- Weight tolerances:
- a) Sachets / Pillow pouches: within 0.5 gram or 5%, whichever is more.
- b) Pre-Formed Pouches: within 5 grams or 8%, whichever is more.
- 5-8% extra Product must be supplied to allow for weight tolerances, blending losses, spillages, etc.
- Customer agrees to take over-run up to 20%.
- Heat Sealing of film can affect colour and shape of film and is to be expected and varies depending on type of film and structure.
- Copy safeties must be observed to allow for better results in print and logo placement when using Vertical Form Fill Seal process packaging for Pillow pouches, Sachets, Gusseted Bags, etc
- 50% deposit is required upon order
- Deposits are non-refundable
- Delivery: 3-4 weeks on repeat orders and products which are familiar unless otherwise formerly stated in Order Confirmation.
- Any newly developed products or products from new customers are subject to an R&D process to ensure that the tooling and equipment used by Pouch Makers can accommodate the packing of this product. Pouch Makers is not responsible or liable for any delays in delivery which occur due to this reason where new tooling, new configuration or new processes are required to be developed for the said product to be packed.
Hot Stamping Services:
- Hot stamping is a manual artisan process using a physical plate and cannot be 100% perfect in positioning and print for the entire production order. In ordering Hot Stamped items; the customer understand this.
- As the hot stamp is not protected by varnishes, surface lamination, etc; it is possible depending on the finish of the bag and colour that is hot stamped or the Hot Stamp to be rubbed off, scratched off, etc
- Pouch Makers offers no guarantee for any period of time that the hot stamp will remain on the pouches or item which has been hot stamped.
- Customer must satisfy himself that this product, bag finish and colour will be satisfactory for them in relation to the longevity of the hot stamp on the said item.
- Placement of Hot Stamp onto pouch, box, object, etc. can be within a 10mm tolerance.
- The Plate required for Hot Stamp is not included in the cost of the per/unit Hot Stamp.
- Lead time: +/- 7 weeks on order
