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Terms & Conditions of Sale

Thank you for your interest in Clean Filter Packaging, LLC dba Clement Packaging (“CFP”).  The following are the terms and conditions (the “Terms”) that will apply to any quote or purchase of CFP’s biodegradable packaging products (“Products”).  Please read these Terms carefully. By requesting a Quote or placing an order with CFP, you agree to be bound by these Terms.

These Terms may not be modified or amended by any oral agreement, course of performance, trade usage, or course of dealing, unless such terms are in a writing signed by CFP.   In the event of inconsistency between these Terms and the terms contained in a Purchase Order, these Terms shall prevail, except to the extent such additional or inconsistent terms are documented in a written Purchase Order Acknowledgment provided by CFP.

Obtaining a Quote & Placing an Order

A Quote can be obtained by visiting CFP’s website at www.cleanfilterpackaging.com/pages/contact or requesting a Quote via email at helen@cleanfilterpackaging.com.  The pricing reflected in a written Quote is valid only for the particular Products, materials, colors, decoration methods, sizes, quantities, payment and delivery terms specified and will only be valid until the expiration date note on the Quote.

An order can be placed by submitting:

(i) an executed Purchase Order attached to the Quote; 

(ii)   if buying a custom designed product, a signed approval of all provided Product specifications including digital design drawings, 3D printed prototypes, color chips, and printing proofs; and

(iii)   the deposit amount indicated on the Quote via ACH or check, in accordance with the payment instructions on the Purchase Order.

By submitting an executed Purchase Order to CFP, Buyer makes an offer to purchase the Products pursuant to these Terms. Within three (3) business days of CFP’s receipt of all items listed above in subparagraphs (i) through (iii), CFP shall send buyer a written approval of the Purchase Order (an “Acknowledgment”) or written notice of rejection.  If additional terms are added to the Purchase Order by buyer, they are void and shall not be binding on CFP unless memorialized in the Acknowledgment. CFP reserves the right to reject any Purchase Order, without liability or penalty, for any reason or no reason, and shall not be obligated to fulfill any order unless, and to the extent, accepted pursuant to the issuance of a written Acknowledgment.

Carefully review the Acknowledgment and any design drawings, prototypes, color chips and printing proofs to ensure they are consistent with order specifications.  Changes may only be made within two (2) calendar days of issuance of the Acknowledgment (the “Order Review Period”).  However, even changes made within the Order Review Period may result in changes to the estimated lead times and shipment dates, multiple shipments, or price changes.  

Orders may be cancelled by buyer after the Order Review Period, if buyer: (i) provides written notice of cancellation to CFP (a “Cancellation Notice”) prior to the date of shipment; and (ii) accepts shipment of all Products completed and in progress at the time the Cancellation Notice is received by CFP, within thirty (30) days.  Any such cancellations are subject to the following fees:

(i) If the order included any customized Products, the cost of creating the custom tool and any custom pre-production samples, as previously specified on the Quote; and

(ii) If the order is not yet in production as of the date CFP receives the Cancellation Notice, the cost of any raw materials purchased by CFP; or

(iii) If the order is in production, the price associated with all finished or in progress Products, plus any raw materials purchased by CFP prior to the date the Cancellation Notice was received by CFP.

Unused raw materials purchased on buyer’s behalf may be used in a subsequent Purchase Order submitted within ninety (90) days of the date the Cancellation Notice is received by CFP.  If no such Purchase Order is placed, the raw materials may be used or disposed of by CFP in its sole discretion.

CFP may cancel or suspend any Purchase Order, without liability, due to a Force Majeure event that materially prevents or delays availability of raw materials.  In the case of such cancellation by CFP, buyer’s sole recourse shall be a refund of the Purchase Price paid to date and CFP shall have no further or additional liability or obligation to pay damages of any kind or nature.

CFP reserves the right, without liability, to: (i) modify the raw materials or sources of raw materials, so long as such modifications do not result in a material deviation from required specifications of any accepted Purchase Order.

Pricing & Sales Tax

The total amount due for each order, inclusive of all taxes and shipping, if applicable (the “Purchase Price”) shall be set forth in the acknowledged Purchase Order.   All prices are applicable only for the order for which they apply.  Pricing applicable to future orders may be changed at any time by CFP without notice.

Payment Terms & Invoices

Unless a different payment schedule is accepted by CFP and documented in an Acknowledgement, a deposit of 50% of the Purchase Price is due at the time of order placement.  

If buyer elects to arrange its own carrier to pick up an order at the manufacturing facility, the final invoice for the balance of the Purchase Price will be generated at the time of order completion.  In all other circumstances, final invoices for the remaining balance due will be issued in advance of Product shipment.  In the event an order is fulfilled in multiple shipments, an invoice will be issued prior to each shipment for the balance due on the units included in such shipment.  In all cases, Products will not be shipped until paid in full.

Payment is due within thirty (30) days from the invoice date.  Any invoices not paid within thirty (30) days shall be subject to interest of 1 ½ % per month.  If for any reason an invoice remains unpaid for more than forty five (45) days or other grounds for insecurity arise with respect to a due payment, CFP may, in its sole discretion: (i) on written Notice, modify the payment terms for all balances due and future purchases, including, without limitation, requiring buyer to pay for Products on a cash in advance basis; (ii) delay or withhold any further shipments of Products to buyer, until all amounts due are paid in full; (iii) stop delivery of any Products in transit and cause such Products to be returned to CFP, until all amounts due are paid in full; (iv) cancel any previously accepted Purchase Orders; or (v) initiate collection efforts and buyer shall be responsible to pay the costs of such efforts (including, without limitation collection agency and/or reasonable attorney’s fees).

Production & Lead Times

CFP shall provide estimated production lead times and delivery date in the order Acknowledgment.  Such times are estimates only and are subject to change without notice, due to a variety of factors outside CFP’s control.  Even if CFP is made aware of buyer’s particular schedule, deadline, expectation, need or request, production lead times and shipping dates are not guaranteed and CFP shall not be liable for any costs, fees, or damages resulting from delays, including, but not limited to, loss of profits or revenue, costs of procuring substitute Products, or liquidated damages.

Freight & Shipping

CFP offers the following shipping options. The shipping terms applicable to each order, shall be set forth in the acknowledged Purchase Order and shall have the following meanings.

(i) “EXW” or “Ex Works” -  CFP shall make the Products available at a specified location and buyer shall arrange and pay the transport costs and has all risk of loss during transport.

(ii) “FOB” or “Free on Board” – CFP assumes the risk of loss until the Products reach the destination specified in the Purchase Order. Thereafter, all risk of loss transfers to the buyer.

(iii) “CIF” or “Cost, insurance, and freight” – CFP assumes all risk of the loss until the Products reach the buyer’s port named in the Purchase Order.  CFP shall bear the costs of any loss or damage to the Products until such designation port is reached. Thereafter, all risk of loss transfers to the buyer.

(iv) “DDP” or “Delivered Duty Paid” – CFP assumes all risk of loss and transport taxes/duties until the Products reach the buyer’s port named in the Purchase Order. Thereafter, all risk of loss transfers to the buyer.

In all cases, Title to the Products shipped under any Purchase Order passes to buyer upon payment of the full Purchase Price for such Products by buyer.

 

Storage; Warehousing

Buyer must accept shipment upon completion of production unless warehousing is included and specified in the applicable acknowledged Purchase Order.  If warehousing is included,  buyer acknowledges that the Products are biodegradable and therefore, CFP shall not be responsible for any normal degradation or wear and tear of the Products during extensive storage periods.  Buyer shall accept delivery upon the conclusion of the warehousing period specified in the Purchase Order.  If buyer refuses to take possession of all warehoused Products within ninety (90) days from the specified warehousing period, CFP may, in its sole discretion, dispose of the Products and buyer shall be responsible to pay all costs associated with disposal in addition to the full Purchase Price of the Products.  

Inspection; Acceptance

Buyer shall inspect the Products upon delivery and prior to use.  Any nonconformity with order specifications must be reported to CFP at helen@cleanfilterpackaging.com within seven (7) days from the delivery date (the “Inspection Period”).  The applicable remedies and procedures that shall be followed with respect to any claims of nonconformity reported during the Inspection Period, are set forth in CFP’s Limited Warranty.

Failure to timely report a claim of defect nonconformity within the time frames herein will be considered a waiver of such claim and an acceptance of the Products as delivered.  Under no circumstances shall CFP be responsible for any product defects or nonconformities with specifications that are visible at the time of delivery, after the Inspection Period, and in no event, after the Products are stored or used.  CFP shall not be responsible for any shipping damage or loss that occurred after the risk of loss shifted to buyer.

Warranties

CFP provides a Limited Warranty with its Products, which is available upon request.

EXCEPT FOR THE LIMITED WARRANTY DESCRIBED HEREIN, NEITHER CFP NOR ANYONE ACTING ON CFP’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, GUARANTEE, OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, AND BUYER ACKNOWLEDGES THAT THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CFP SHALL NOT BE LIABLE FOR INACCURATE ORDER SPECIFICATIONS.  CFP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  BUYER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY CFP, OR ANY OTHER PERSON ON CFP’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN CFP’S LIMITED WARRANTY.

Product Suitability and Testing

CFP’s products are biodegradable and are therefore not suitable for storing every material, formula, or substance.  Buyer acknowledges and agrees that it is solely responsible for performing its own formula testing.  CFP does not perform any independent analysis or evaluation of the compatibility, stability, or dispense evacuation related to its Products with any particular formula, material, or substance nor does CFP independently evaluate, analyze or confirm the accuracy, suitability, or appropriateness of any measurement, color, benchmark, type, or configuration specified by buyer.  Therefore, CFP makes no representations, warranties or guarantees that its Products will be suitable for any particular purpose or use, even if CFP knows or has reason to know of buyer’s intended purpose or use, and shall not be responsible for any damages resulting from the suitability of its Products or the inaccuracy or the specifications provided by buyer.

Ownership Rights of CFP

Buyer acknowledges that except as set forth in a separate written agreement executed between buyer and CFP wherein CFP agrees to transfer Intellectual Property rights to a certain buyer customized design tool (an “IP Transfer Agreement”), CFP (or its licensors) shall retain all intellectual property rights compromising of or relating to: (i) Patents; (ii) Trademarks; (iii) internet domain names; (iv) web pages, including website, URLs and website copy; (v) other works of authorship and design, whether or not copyrightable, (vi) formulas, recipes, and design or customization tools; and (vii) all similar rights, interests, and protections (collectively, “Intellectual Property”) used to create, embodied in, used in, and otherwise relating to the Products and any of their component parts, whether or not such Products were customized or designed pursuant to specifications provided by buyer; and (i) any and all of CFP’s Intellectual Property rights are the sole and exclusive property of CFP or its licensors; (ii) nothing stated herein shall prevent, limit, or restrict CFP’s right to manufacture and/or sell any Product (including any customized configurations or specifications) to third parties, except as set forth in an mutually executed IP Transfer Agreement; and (iii) buyer shall use CFP’s Products only in accordance with these Terms and not in any manner that infringes, interferes, misappropriates, challenges or disputes CFP’s Intellectual Property rights or infringes on the Intellectual Property rights of third parties.

Indemnification & Limitation of Liability

Indemnification Obligations of CFP.  CFP will indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, and parent, subsidiary, and affiliated entities (collectively “Affiliates”) (any such Party seeking indemnification, an “Indemnified Party”) from and against any bona fide legal claim, defense, demand, offset, counterclaim, right, or cause of action asserted, instituted, or threatened against an Indemnified Party (including reasonable costs and attorneys’ fees) (collectively, a “Claim”) by any third party to the extent arising out of CFP’s: (i) negligence or willful misconduct; (ii) breach of these Terms; or (iii) failure to comply with any applicable law or regulation. 

Indemnification Obligations of Buyer.  Buyer will indemnify, defend, and hold harmless CFP and its Affiliates (any such Party seeking indemnification, a “CFP Indemnified Party”) from and against any bona fide legal Claim by any third party to the extent arising out of: (i) buyer’s negligence or willful misconduct; (ii) buyer’s breach of these Terms; (iii) buyer’s failure to comply with any applicable law or regulation; (iv) buyer’s improper use of the Product; or (v) buyer’s combination or alteration of the Product in a manner that infringes on the intellectual property rights of third-parties.

NO LIABILITY FOR DELAYS. CFP WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ALLEGED TO ARISE FROM PRODUCTION OR SHIPMENT DELAYS (INCLUDING INITIAL SHIPMENTS AND ANY SUBSEQUENT REPLACEMENT SHIPMENTS), INCLUDING, BUT NOT LIMTIED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, OR OTHER LIQUIDIATED DAMAGES.

EXCEPT FOR BUYER’S OBLIGATIONS TO MAKE PAYMENTS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR LIABILITY FOR BREACH OF CONFIDENTIALITY OR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, WHERE NO LIMITATION SHALL APPLY: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN ANY ACTION ARISING FROM OR RELATED TO THE PURCHASE OR SALE OF THE PRODUCTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS (EXCEPT FOR THE BUYER’S PAYMENT OBLIGATIONS), INCOME, GOODWILL OR REVENUE.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING UNDER THE PURCHASE OR SALE OF THE PRODUCTS EXCEED THE LESSER OF: (A) ACTUAL DAMAGES; OR (B) AMOUNT OF TOTAL FEES PAID OR PAYABLE BY THE BUYER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY UNDER THESE TERMS (EXCEPT FOR THE BUYER’S PAYMENT OBLIGATIONS UNDER THESE TERMS).  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Buyer acknowledges and agrees that there may be color variations in raw materials, including bamboo, depending on the region from which they were sourced.  CFP shall not be liable for any such color variations, unless a custom color and color matching is included and approved in an accepted Purchase Order.

Governing Law & Arbitration

These Terms and any sale of Products hereunder shall be governed and construed in accordance with the laws of the State of California, without regard to conflicts of laws rules. 

Any claim or dispute that may arise pursuant to these Terms or the purchase, use, or sale of the Products, shall be submitted to arbitration before a mutually agreed upon arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) for U.S. Sales.  The arbitration need not be administered by AAA, unless the parties cannot agree on an arbitrator.  The arbitration shall be conducted in California. Except as provided herein, the arbitration shall not be brought or adjudicated on a class action, representative, or consolidated basis.  Buyer hereby expressly waives any and all rights to participate in any class action against CFP or assert any claim against CFP on any other representative or consolidated basis.  The arbitrator may award attorneys’ fees and arbitration costs to the prevailing party.  Any judgment on the award rendered by the arbitrator may be entered in any U.S. court having jurisdiction.

Miscellaneous 

Severability - In the event any provision in these Terms is declared by any arbitrator or court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be enforced to the maximum extent enforceable and the other provisions shall not be affected but shall remain in full force and effect.

Force Majeure - Neither Party shall be liable or responsible to the other, nor be deemed to have defaulted or breached these Terms, for any failure or delay in performing any obligation herein, to the extent such failure or delay is caused by or results from acts or circumstances beyond its reasonable control, including without limitation, acts of God, flood, fire, earthquake, war, embargo, invasion or hostilities, terrorist acts, riot, national emergency, revolution, epidemic, pandemics, strike, disruptions of telecommunications, power or other essential services (including external electrical work or problems) or unavailability or material change in any raw materials, breaks in the supply chain, third party technologies or platforms or interruption or termination of service by the Internet access provider being used by such Party for reasons outside of its control including, without limitation, the actions of “hackers” or terrorists and infections by viruses, worms, or “Trojan horses” (collectively a “Force Majeure” event).

No Waiver – In the event CFP decides, in its sole discretion, to deviate from any of the provisions in these Terms, such exception must be in a signed writing to be valid and shall apply only to the limited circumstance and limited time for which it was granted and shall not be construed as a waiver of CFP’s right to strictly enforce any provision thereafter.

Confidential Information – Buyer and CFP acknowledge that it may be necessary to share confidential information relating to each other’s products, services, pricing, employees, subcontractors, customers, financial data, plans, forecasts,  policies, Intellectual Property, methodologies, procedures, algorithms, contracts, market intelligence, technical concepts, strategic analyses, internal developments, or other future plans (collectively “Confidential Information”).  Both parties agree that such information shall not be disclosed to any third-party or used for any purpose other than the performance of the purchase and sale of the Products.  In the event Confidential Information is required to be disclosed by applicable law, prompt notice of such prospective disclosure shall be provided to the disclosing party to permit the opportunity to seek appropriate relief.  The Parties acknowledge that any use or disclosure of Confidential Information in a manner inconsistent with this provision may cause damage that cannot be remedied by monetary compensation alone and therefore, the damaged party may seek injunctive or other equitable relief, in addition to any other remedies available under law or these Terms.

Last updated: July 27, 2022