|All sales of YUPO® products are subject to the following terms and conditions and such other terms, conditions, policies and procedures as Yupo Corporation America (Yupo) may from time to time set forth at its Internet website, or otherwise communicate to its customers. |
1. Yupo warrants that if any YUPO® product fails to conform to our specifications as the result of any defect in materials or workmanship at the time of shipment, and if we are notified in accordance with the provisions as outlined herein of the failure within thirty (30) days of the date on which the product is delivered to our buyer of record, we will at our sole discretion either replace or give credit for the product upon its prompt return. Such replacement or credit will be the exclusive remedy for breach of our warranty, and will be available only to the buyer of record of any YUPO® product.
2. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND IS STRICTLY LIMITED TO ITS TERMS. NEITHER YUPO NOR ANY OTHER PARTY MAKES ANY OTHER WARRANTIES FOR YUPO® PRODUCTS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF PATENT OR OTHER RIGHTS OF THIRD PARTIES.
II. PAYMENT, CREDIT TERMS, INVOICES, ORDERING PROCEDURES
1. Payment and credit terms are subject to change without notice.
2. Invoices will be mailed on the next business day following our release of product to a common carrier for shipment and delivery.
3. Placement of an order with Yupo or taking delivery of YUPO® product will constitute acceptance of all Yupo terms and conditions of sale and related policies and procedures then in effect.
4. Orders must be submitted to the Yupo Customer Service Department. Yupo reserves the absolute and unconditional right to accept or reject orders and all orders are subject to prior approval and acceptance by Yupo. In the event of shortages, Yupo will have the right, in its sole and absolute discretion, to allocate product in such manner as it may elect.
5. Upon request, Yupo will confirm the terms and conditions of sale in writing. This written acknowledgement will be forwarded to the buyer of record prior to shipment.
6. Minimum requirements for special order items will be determined on a per inquiry basis.
7. Special orders are not subject to cancellation once the order has been placed.
8. All inquiries regarding past, current or prospective orders must be directed to the Yupo Customer Service Department.
9. At our sole discretion, stock items may be (but are not required to be) combined for pricing purposes when orders for stock items are increased prior to shipment.
III. MANUFACTURING & SHIPPING
1. General specifications for all YUPO® products manufactured in Chesapeake, Virginia in the United States and in Japan are available upon request from the Yupo Customer Service Department.
2. All products shipped in sheet form will be invoiced at net weight.
3. Yupo reserves the right to change without notice the formulation and place or method of manufacture of any Yupo® product.
B. Cartons, Yupo Packs, Reams and Skids.
1. No partial cartons, Yupo Packs, reams or skids are available for sale on stock items.
2. Dimensions and weights of bulk and ream skid packages are established in accordance with Yupo's standard practices as in effect on the date any product is shipped. Buyers of record wishing packaging details pertaining to a specific order may contact the Yupo Customer Service Department in advance of shipment.
1. When placing a roll order, the buyer of record is advised to review all details pertaining to the order with the Yupo Customer Service Department.
D. Special Order Sheets.
1. Special orders delivered within the following allowable weight variances will constitute acceptable delivery. Orders will be invoiced in accordance with the actual quantity shipped.
Order In Pounds Allowable Weight Variance
500 - 1999 + / - 20%
2000 - 4999 + / - 10%
5000 - 39999 + / - 5%
40000+ - 1999 + / - 3%
2. Any special order that constrains Yupo to a one-way variation by referencing a specific maximum or minimum quantity (e.g., "not more than," "not less than") is subject to twice the allowable variation as set forth above.
3. In the event production on a special order is in excess of the allowable weight variance, the buyer of record will be notified in advance of shipment. If the buyer of record agrees to purchase the overrun, pricing will be adjusted in accordance with the appropriate lower price bracket.
4. In the event production on a special order is less than the quantity ordered, the buyer of record will be notified in advance of shipment and Yupo will make every reasonable effort to resolve with the buyer of record any issues related to the underrun.
E. Trimming Tolerances.
1. Trimming tolerances are designed to maximize the match between our final trim size and the trim size ordered. These tolerances are as follows:
(a) Sheet trim size: +/- 1/16"
(b) Sheet squareness: +/- 1/32"
2. Sheets measuring 65" or greater on the diagonal may be subject to greater trim tolerances in accordance with Yupo's standard practices as in effect on the date any product is shipped.
IV. LIABILITY & COMPLAINT RESOLUTION PROCEDURES
1. Yupo is committed to manufacturing the highest quality synthetic paper. In the event a problem arises, however, we will make every reasonable effort to resolve the problem expeditiously and equitably and in strict accordance with the warranty provisions and service procedures as set forth in these Terms & Conditions of Sale.
2. Yupo's liability for any claim arising from the sale or use of any product will be limited to the actual purchase price paid to Yupo for the product. Any legal action relating to such a claim must be commenced within one (1) year from the date on which the buyer of record of the product involved first becomes aware of the problem or complaint giving rise to such claim, and if not commenced within such period shall be forever barred.
3. Yupo will not be liable in any way for any claim or demand made against it by any party other than the buyer of record, or for any economic, indirect, special, incidental or consequential damages, regardless of whether or not Yupo knows or is advised of the possibility of such damages.
4. The buyer of record is responsible for determining the appropriate use and application of all YUPO® products and assumes all risk and liability associated with their use and application.
5. The buyer of record must require end users to notify them promptly of any problem with a YUPO® product or shipment, and the buyer of record must notify Yupo promptly when the buyer of record is made aware of any such problem.
6. When an end user is experiencing a problem or registers a complaint, the buyer of record is responsible for resolving the problem or complaint.
7. Although the buyer of record retains responsibility for resolving end user problems and complaints, we acknowledge that our involvement in assisting end users in the resolution of a problem or complaint will better enable end users to differentiate YUPO® products and service in the marketplace.
Therefore, in the event the buyer of record is unable to resolve a problem or complaint, the end user may contact the Yupo Technical Service Department, and we will attempt (but have no obligation) to advise the end user as to appropriate actions that might be taken to resolve the problem.
8. At its sole discretion, Yupo may (but will in no event be obligated to) release a standby shipment of paper when a YUPO® product is believed to be the cause of a problem. However, neither the provision of such a standby shipment nor any advice given or other action taken by Yupo in attempting to resolve a problem will be construed as an admission by Yupo that its product was defective or the cause of a problem, or give rise to any obligation or liability of Yupo.
B. Printing and Converting Claims
1. Yupo will not be responsible or liable for any costs or losses arising from problems resulting in press down time. Yupo may, however, at its sole discretion, accept limited liability on a case by case basis. Any such acceptance of liability must be in writing and signed on behalf of Yupo by its Chief Financial Officer or Vice President/Sales, or other representative specifically authorized by one of them to do so. In no event shall any such liability exceed reimbursement for a maximum of two hours of press down time. This reimbursement shall be made in the form of a credit issued to the buyer of record.
At Yupo's sole discretion, Yupo may (but will in no event be obligated to) accept such limited liability but only when we are fully satisfied that all of the following conditions have been met:
(a) The press run is suspended as soon as the problem is discovered;
(b) Yupo is promptly notified of the problem in writing;
(c) Appropriate actions are taken to resolve the problem, including implementation of any instructions or advice given by Yupo; and
(d) Yupo subsequently determines that the problem is the result of a manufacturing defect.
No such agreement to accept limited liability will be made until such time as samples purporting to show that the problem is the result of a manufacturing defect are submitted to Yupo for evaluation in accordance with the "Complaint Resolution Procedures" specified herein.
In no event, however, will Yupo accept liability for any press down time required or utilized to change damaged blankets or plates.
2. In the event a problem is believed to be the result of defective Yupo® product, the buyer of record must provide in writing within thirty (30) days of the Yupo shipment date a description of the problem as well as details regarding any conditions that may have contributed to the problem. These details include but are not limited to the environmental conditions in the staging areas and pressroom at the time the problem occurred.
3. Samples and other physical evidence of the claimed defect must accompany this written description.
If the complaint relates to printability, the physical evidence must include a minimum of twenty-five (25) printed samples showing the claimed defect along with samples of a similar printed piece that is satisfactory to the end user customer.
If the complaint relates to manufacturing defects, the physical evidence must include a minimum of twenty-five (25) consecutive samples, beginning at the point where the defect or damage was first evidenced.
4. In all cases, physical evidence of claimed defects and the products involved, including labeled samples, tape pulls, photographs, ink specimens, copies of identification labels marked on skids, reams or cartons, and other materials that might assist us in assessing the claim, must be packed flat and mailed in waterproof wrapping and received in verifiable condition by Yupo.
All such physical evidence is to be addressed to:
Yupo Corporation America
Customer Service Department
800 Yupo Court
Chesapeake, VA 23320
5. When Yupo has determined in accordance with its standard evaluation procedures that a YUPO® product is defective, replacement of the defective product or the issuance of credit, at Yupo's option, will be the buyer of record's sole remedy. Such remedy will be available to the buyer of record only when the buyer of record and the end user strictly adhere to our warranty and product return procedures and all other provisions as outlined in these Terms & Conditions of Sale.
C. Carrier Transit & Damage Claims.
1. In the event of a shortage in shipment or delivery, Yupo reserves the right to allocate inventory in such manner as it may in its sole discretion determine.
2. Yupo shall not be responsible or liable for any delay in shipment or delivery, which occurs after we release product to a common carrier for shipment.
3. Yupo shall not be responsible or liable for any damage that occurs after we release product to a common carrier for shipment.
4. The receiving agent must inspect each shipment and reject any damaged products before the product is unloaded at its destination.
5. Upon request from the buyer of record, Yupo will assume responsibility for processing claims relating to product damaged while in transit from our facility to the buyer of record or end user, as specified in our bill of lading. Such claims must be submitted to Yupo within thirty (30) days of delivery of the product to the specified destination and in accordance with the following procedures:
(a) A summary of the damage must be written on the receipt at the time the product is received by the agent responsible for signing the shipping receipt. This summary must include a description of the type and extent of damage, the items received in damaged condition, and the condition of the packaging. Both the receiving agent and the driver delivering the product must initial this summary description.
(b) The buyer of record or, in the event of a drop shipment, the end user must retain copies of the signed delivery receipt.
(NOTE: Photographs are the most effective evidence of damage occurring during shipment and every reasonable effort must be made to provide such evidence.)
(c) All evidence supporting the claim along with copies of the receipt and shipping documents on which the damaged items have been highlighted is to be sent to:
Yupo Corporation America
Customer Service Department
800 Yupo Court
Chesapeake, VA 23320
6. Although we assume no liability for risk of loss or damage once product is released for shipment, upon request from the buyer of record, we will file a claim with the carrier on behalf of the buyer of record or the end user as appropriate when we have received all of the required materials.
Upon confirmation that the carrier will honor the claim and subject only to receipt of said confirmation, we will issue a credit in the appropriate amount.
D. Product Return Procedures
1. To obtain a Return Material Authorization Number, the buyer of record or end user must contact the Yupo Customer Service Department and request a "Return Material Authorization" (RMA) form. The RMA will be sent via fax to the buyer of record or to the end user and will include a Return Material Authorization (RMA) Number.
2. The buyer of record or end user, as appropriate, must complete and return the RMA to the Yupo Customer Service Department prior to shipment of the product being returned.
3. As indicated on the RMA, returns are to be shipped via Overnight Transportation Company. The assigned RMA Number must be included in the bill of lading and prominently displayed on the outside of each item being returned. Yupo reserves the right to reject any shipment that does not meet these requirements.
4. The buyer of record or end user is responsible for scheduling pick up of the product being returned and for all associated shipping charges.
5. Yupo will accept no product being returned for credit or replacement unless both the product and its packaging are undamaged and otherwise in "saleable" condition. Rolls must be wrapped on their original cores and the packaging, including cartons, ream wrappings, and skid packaging materials, must not be open, cut, torn or otherwise damaged in any manner.
6. Yupo will inspect all product being returned for credit or replacement and no credit will be issued or replacement product shipped until such time as Yupo has determined that the product being returned and its packaging are in saleable condition.
7. All returned products are subject to a minimum restocking fee of 20%. Yupo reserves the right to assess a restocking fee of up to 100% as and if warranted by the condition of the product being returned, its packaging, and/or any special agreements that may have been entered into at the time the order was placed.
8. Restocking charges are calculated on the total amount invoiced for the product, including freight, insurance and taxes as deemed appropriate by Yupo.
9. If any product is returned in accordance with the terms of Yupo's warranty and determined by Yupo to be defective and subject to replacement or credit under such warranty, Yupo will reimburse the shipping charges incurred to return such product, there will be no restocking fee for such return, and the requirement for the product to be in saleable condition upon return shall be deemed waived to the extent the product was defective when shipped by Yupo.
V. PAPER MERCHANT RELATIONSHIPS & DISTRIBUTION POLICIES
1. Yupo selects those paper merchants who distribute our products on the basis of their experience, reputation, and financial strength, and their willingness and ability to support our policies and sales objectives. Selection of paper merchants to distribute to YUPO® products contemplates a mutually advantageous business relationship characterized by growth in sales, profits and customer good will.
2. Neither acceptance of orders from nor any other business engagements with any entity purchasing YUPO® products will result in a distribution relationship between Yupo and that entity.
3. Yupo may review its paper merchant network periodically, and reserves the right to add or delete paper merchants whenever Yupo determines such action to be in its best interests. Yupo reserves the right to establish relationships with multiple paper merchants operating within the same or similar geographical market areas, and/or authorized to purchase and resell the same or similar Yupo® products, as well as the right to sell its products in any lawful manner, including direct sales to end user customers.
4. Paper merchants' permission to sell YUPO® products generally extends to all products and applications with the exception of pressure sensitive labels, in-mold labels, thermal printing and such other products and applications as Yupo may from time to time determine. However, Yupo reserves the right to limit the products available for sale to any paper merchant, and/or the applications for which the paper merchant may resell such products, in any case where Yupo deems such limitations to be in its best interests.
5. When either Yupo or any paper merchant determines that the anticipated benefits of their relationship have not been or not likely to be realized, or that the responsibilities of the other party are not being fulfilled, such party may terminate the relationship by notifying the other in writing at least thirty (30) days in advance of the scheduled date of termination. Yupo reserves the right to terminate a paper merchant relationship immediately, with or without notice, if Yupo determines that the paper merchant is at any time seriously deficient in the fulfillment of its responsibilities. Grounds for such termination include but are not limited to disparagement of Yupo or its products, misrepresentation of any Yupo warranty, a poor credit rating, or delinquency in payments of Yupo invoices.
6. Yupo expects paper merchants authorized to sell Yupo® products to conduct their businesses in an ethical manner and in strict compliance with all applicable laws. We further expect each paper merchant to conduct its business in accordance with such policies and procedures as Yupo may from time to time establish, and in a manner consistent with competitive conditions and distribution practices in the market served by the paper merchant.
7. Yupo may request financial statements and data from any paper merchant when such information has or may have a direct bearing on the ability of the paper merchant to fulfill its responsibilities with regard to payment of obligations to Yupo, promotion of YUPO® products, maintaining inventories of YUPO® products or servicing customers.
8. Yupo reserves the right to request any paper merchant to grant Yupo a secured position with respect to YUPO® products sold to the paper merchant. Paper merchants will be required to promptly comply with any request Yupo may make from time to time for security or financial information.
9. While Yupo and its paper merchants acknowledge certain responsibilities to one another, both parties remain independent and free to pursue their respective interests. Although Yupo may provide limited operational and marketing advice and assistance, Yupo does not provide any operational or marketing plans for its paper merchants.
10. Aside from their relationship as sellers and buyers of YUPO® products, Yupo and its paper merchants have no community of interest relating to the operation or financial condition of their separate business entities, or to any other matters.
11. Each paper merchant has sole and absolute discretion in setting the prices at which it resells Yupo products, any list prices established or communicated by Yupo at any time being suggestive only and not binding on any paper merchant or other reseller of Yupo products.
12. In no event may any paper merchant conduct business or represent itself as doing business under the Yupo name, or as being an agent or legal representative of Yupo.
13. No paper merchant has any right or authority to create any obligation or responsibility, either express or implied, in the name of Yupo or to bind Yupo contractually or in any other way.
VII. OTHER AGREEMENTS
1. No buyer of record or end user may reproduce any Yupo trademark or logo or make use of any Yupo trademark or logo in the conduct of its business except in advertising or marketing materials that have been approved by Yupo in writing and in advance.
2. Yupo reserves the right to modify these Terms & Conditions of Sale from time to time in any manner it deems to be in its best interests.
3. Any such modification (which may include addition or elimination of provisions, or changes to existing provisions) will become effective on the date it is scheduled to take effect.
4. In addition to the terms and conditions of sale and policies and procedures outlined herein, other terms and conditions, policies and procedures as may from time to time be set forth on Yupo invoices or other business forms will constitute agreements between Yupo and each buyer of record of Yupo® products. Additionally, any terms set forth in Yupo's customer profile for any buyer of record, and any written agreement(s) between Yupo and any buyer of record, will constitute agreements between Yupo and such buyer of record.
Otherwise, the terms and conditions and policies and procedures outlined herein comprise all the agreements between Yupo and each buyer of record relating to the purchase and sale of Yupo® products, and supersede all prior agreements and understandings on this subject.