TERMS & CONDITIONS OF SALE

Rev 11/25

Summary Terms and Conditions of Sale

Quotation Validity:
Pacific Rubber & Packing, Inc. (“PRP”) quotations are valid for ninety (90) days from the date of issuance, unless noted otherwise.

Order Minimum:
A minimum line value of $175 USD applies to all orders.

Freight and Shipping:
Products are shipped Ex Works (EXW) from PRP’s dock.

Bulk packaging is standard.

Nonstandard or custom packaging including, but not limited to, special materials, quantities, or labeling, will be specified in the quotation and order acknowledgement.

Payment Terms:
All orders must be pre-paid unless credit terms have been approved by PRP.

Additional transaction fees apply to payments made by credit card or wire transfer.

Where applicable, sales tax is assessed based on the prevailing rate of the destination jurisdiction unless the buyer has a valid resale certificate on file at PRP.

Final Sale:
All sales are final. No returns, refunds, or exchanges will be accepted unless expressly authorized by PRP.

Reschedules:
Purchase orders cannot be rescheduled within four (4) weeks of PRP’s confirmed ship date.

If a reschedule is approved by PRP, only one (1) reschedule per line item on an order is allowed.

Any rescheduled shipment must ship within sixty (60) days of the original ship date.

Cancellation Requests:
Cancellation requests made within forty-eight (48) hours of placing an order will be reviewed on a case-by-case basis.

Cancellation requests made after forty-eight (48) hours of placing an order will be reviewed on a case-by-case basis and may be subject up to a 100% cancellation fee.

Returns:
Buyer has thirty (30) days after receipt of an order to inspect the product and submit any quality-related claim.

Returns require a valid written Return Merchandise Authorization (“RMA”) issued by PRP.

Approved returns must be received by PRP within thirty (30) days of issuance of the RMA. If the return product is not received by PRP within the thirty (30) day period, the RMA will be closed and the RMA will be canceled.

Returned products with a valid RMA must be unused, unaltered, free of any non-PRP labels or markings, undamaged, and in original packaging.

Custom Tooling:
Custom tooling, including without limitation, pre-production charge (“PPC”), non-recurring setup charge (“NRSUC”), or non-recurring engineering charge (“NRE”), may be required to cover expertise, know-how, tooling, jigs, setup, and ongoing maintenance necessary for production, and any such charge is non-refundable.

All custom tooling, jigs, fixtures, and related equipment remain the exclusive property of PRP. The buyer does not acquire any ownership or licensing rights, and PRP does not permit transfer of such rights. The buyer is purchasing rights to the finished product manufactured from PPC, NRSUC, NRE tools and/or fixtures, only.

Obligations and Warranties:
PRP warrants that products shall meet specifications and workmanship standards described in the quotation from PRP.

The buyer is solely responsible for fully evaluating the suitability of the product for their intended use and assumes all liability arising from such use.

PRP’s liability is limited to the original invoice value of the product. PRP is not liable for any cost claimed by the buyer, including, but not limited to, late shipments, installation and use of product, misuse or any unintended applications, or unexpected or accidental consequential, incidental, or indirect damages arising from the use of the product.

In no event will PRP’s aggregate liability to buyer for all damages arising from any and all claims related to breach of agreement, nondelivery, or provision of any product or service, or information regardless of whether the form of action is based on contract, tort, strict liability, statute, or otherwise exceed the original invoice amount paid by buyer to PRP for the product, regardless of whether the claim is based on contract, tort, or any other legal theory.

No claim shall be accepted for any product that has been processed, modified, or altered in any manner by the buyer, buyer’s representative, or a third party. PRP shall not be held liable for defects or performance issues in PRP products that are used as components or parts in another product or system.

Except as expressly provided in these Terms and Conditions, PRP disclaims all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. PRP warrants that the product, as sold, does not infringe any third-party patents, trademarks, or copyrights. However, PRP shall not be liable for any damages, losses, or third-party IP claims arising from the buyer’s modification, use, or resale of the product, and the buyer assumes all risks associated with such use.

Force Majeure:
PRP is not liable for any costs, delays, non-performance, or consequences associated with events beyond PRP’s control, including, but not limited to, natural disasters (e.g., earthquakes, fires, floods, hurricanes, tornados), acts of war or terrorism, civil unrest or riots, government actions (e.g., embargoes, trade restrictions, regulatory changes), pandemics or public health emergencies, labor disputes, strikes, or lockouts, or disruptions in the supply chain or transportation delays.

Governing Law:
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions.

Supersession of Buyer’s Terms:
These Terms and Conditions shall govern all sales by PRP to the buyer. In the event of any conflict or inconsistency between these Terms and Conditions and any terms provided by the Buyer, including, but not limited to, any purchase orders, invoices, or other written or verbal communications, the provisions of these Terms and Conditions shall take precedence and supersede any conflicting terms of the buyer. By placing an order with PRP, the buyer expressly agrees to be bound by these Terms and Conditions, and any additional or differing terms proposed by the buyer are hereby rejected, unless explicitly agreed to in writing by PRP.

Modification to Terms:
PRP reserves the right to amend or revise these Terms and Conditions at any time, without prior notice. The most current version shall supersede all prior versions and shall apply to all future transactions.

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