C.K.S. Packaging, Inc.
Terms & Conditions of Sale Notice to Customers:

The sole terms and conditions, applicable to all sales by C.K.S. Packaging, Inc. (“Seller”) to you (“Buyer”) are as follows. Seller’s acceptance of any order placed by Buyer regardless of how submitted is conditional on Buyer’s acceptance of these terms and conditions. Seller rejects any inconsistent, additional or different terms and conditions on Buyer’s purchase order or any of Buyer’s forms regardless of how submitted, whether in writing, orally, by electronic or any other means. Seller’s terms and conditions may not be modified or amended except with the written consent of a Corporate Manager of Seller. Prior course of dealing and verbal agreements not reduced to writing signed by Seller, to the extent they modify, add to or detract from these terms and conditions, shall not be binding on Seller.

1. CANCELLATION BY BUYER: Buyer may cancel orders hereunder only by delivering a written cancellation notice to Seller and paying all reasonable cancellation charges imposed by Seller including, but not limited to, (a) the price for all goods and services completed prior to Seller’s receipt of such cancellation notice, (b) all costs previously incurred in connection with any uncompleted goods and services, together with Seller’s reasonable expected profits thereon, and (c) all expenses incurred by Seller as a result of such cancellation.
2. EXCLUSION OF WARRANTIES: SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE GOODS SOLD HEREUNDER (EXCEPT AS TO TITLE) AND EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOTWITHSTANDING ANY TECHNICAL HELP OR ADVICE WHICH SELLER MAY HAVE PROVIDED. COMPATIBILITY IS THE SOLE RESPONSIBILITY OF BUYER. BUYER AFFIRMS THAT SELLER HAS MADE NO WARRANTIES (EXCEPT AS TO TITLE) AND THAT BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT IN SELECTING THE GOODS SOLD HEREUNDER. EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 7 (CLAIMS), SELLER WILL NOT BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY REASON RELATED TO THE GOODS SOLD HEREUNDER.
3. ADVICE AND TESTING: Any advice furnished to Seller by Buyer concerning the use of the goods sold hereunder is to be acted or relied upon at Buyer’s sole risk. BECAUSE OF THE MANY VARIATIONS OF PRODUCT FORMULAS, SELLER IS NOT RESPONSIBLE FOR ANY LACK OF COMPATIBILITY BETWEEN THE GOODS SOLD HEREUNDER AND THE BUYER’S PRODUCT TO BE PACKAGED. BUYER IS SOLELY RESPONSIBLE FOR UNDERTAKING ALL TESTING NECESSARY TO DETERMINE THE FITNESS OF THE GOODS SOLD HEREUNDER FOR THEIR CONTEMPLATED USE. In addition, Buyer has sole control over and responsibility for any warning (and the adequacy thereof) to be given to its customers concerning the use and handling of its products and the goods sold hereunder. Unless otherwise agreed to in writing by Seller, the goods sold hereunder are not intended for use with hazardous or dangerous substances or products.
4. QUANTITY: The total quantity of goods to be delivered by Seller is subject to a tolerance of plus or minus ten percent (10%) of the total quantity ordered by Buyer. Buyer will accept and pay for the actual quantity shipped to Buyer within such tolerance.
5. RISK OF LOSS: Except as otherwise provided herein, all goods sold hereunder are sold “F.O.B. Origin, Freight Collect, Non-Recourse to Seller” and risk of loss or damage of goods passes to Buyer when they are delivered to the carrier. Shipping dates are approximate and are based on prompt receipt of all necessary information from the Buyer.
6. RETURNED GOODS: ALL RETURNS REQUIRE SELLER’S PRIOR WRITTEN AUTHORIZATION. No restocking charge will apply and Seller will issue full credit or refund for good returned (including shipping) if solely due to an error by Seller, provided the goods are returned within 10 days of receipt in resalable condition as determined by the Seller. ALL OTHER RETURNS ARE SUBJECT TO A MINIMUM RESTOCKING CHARGE OF $100.00. SPECIAL ORDER OR NON‐STOCK GOODS CAN BE RETURNED SOLELY AT THE DISCRETION OF CKS’ CORPORATE SALES MANAGEMENT.
7. CLAIMS: All claims for allegedly defective or damaged goods, shortage or other causes will be deemed waived by Buyer unless received by Seller in writing within sixty (60) days after Buyer’s receipt of goods. Buyer must provide Seller an opportunity thereafter to inspect such goods and conduct an adequate investigation of the facts surrounding Buyer’s claim. BUYER’S EXCLUSIVE REMEDY WILL BE FOR CREDIT (OR PAYMENT AT SELLER’S OPTION) NOT TO EXCEED THE PURCHASE PRICE OF THE GOODS FOR WHICH DAMAGES ARE CLAIMED, OR AT THE ELECTION OF SELLER, THE REPLACEMENT OF DEFECTIVE OR DAMAGED GOODS. BUYER AGREES THAT FOR ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING ALLEDEGLY DEFECTIVE OR DAMAGED GOODS, SELLER’S TOTAL LIABLITY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) WILL IN NO EVENT EXCEED THE PURCHASE PRICE OF SUCH GOODS. SELLER WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO BUYER OR ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR INJURIES OF ANY KIND WHATSOEVER.
8. CREDIT: Should Buyer’s financial responsibilities become unsatisfactory to Seller, Seller may require cash payments or satisfactory security for future deliveries, or a revision of the terms of payment acceptable to Seller. Unless otherwise agreed, Terms of Payment are net thirty (30) days from the date of the invoice. All late payments hereunder will bear interest on the unpaid amount of one and one‐half percent (1 ½%) per month. If any action is taken by Seller to collect any amount due hereunder, whether through a collection agency, attorney, or otherwise, Buyer will pay all costs including all court costs and reasonable attorneys’ fees incurred by Seller in collecting such amount.
9. FORCE MAJEURE: Seller will not be responsible or liable for any loss or damage occurring by reason or delay in performance or non‐performance, including, by not limited to, acts of God, fire, flood, war, government action, accident, explosion, labor trouble, inability to obtain material, labor, equipment or transportation facilities, breakage of machinery or apparatus, embargo, resin or component availability and/or allocation, pandemic or public health crisis, or actions from any governmental authority or any other cause beyond Seller’s reasonable control (and all applicable surcharges, taxes and costs of performance will be billed to Buyer). In the event of delay in performance due to any such cause, the date of delivery will be extended by a period of time necessary to overcome the effect of such delay.
10. INDEMNIFICATION: Buyer will be solely responsible for all risk of loss and liability for product recall, personal injury and property damage resulting from and arising out of its subsequent transportation, handling, processing, manufacture, possession, use or resale of the goods sold hereunder, whether used separately or in combination with other products of Buyer or any third party. Buyer will indemnify, defend and hold Seller harmless from and against any and all claims, demands, expenses, losses, costs (including attorneys’ fees), damages, actions and cause of action of any kind, including but not limited to product recall, personal injury, or property damage caused by, relating to or arising out of any breach of these terms and conditions by Buyer or the purchase, manufacture, transportation, handling, processing, packaging, possession, use or resale by Buyer or any third party of the goods sold hereunder.
11. GOVERNING LAW/ ARBITRATION: THE AGREEMENT FOR SALE OF GOODS HEREUNDER INCLUDING THESE TERMS AND CONDITIONS SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF GEORGIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS IN LAW. ANY CLAIMS OR DISPUTES RELATING TO THESE TERMS AND CONDITIONS ARISING IN CONNECTION WITH THE SALE OF GOODS HEREUNDER WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION. SUCH ARBITRATION WILL BE CONDUCTED IN FULTON COUNTY, GEORGIA IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION AND SUCH ARBITRATION’S AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.