Terms & Conditions of Sale

These Conditions of Sale ("Conditions") apply to all quotations, orders, order acknowledgments, invoices, sales, and deliveries of goods by International Plastics, Inc. "Seller" "we," "us," and "our" mean International Plastics, Inc., which sells under the brand name interplas®. "Buyer," "you," and "your" mean the buyer identified on the applicable quotation, order, order acknowledgment, invoice, or other transaction document.

These Conditions are intended for commercial business-to-business sales. Consumer transactions, if any, are subject to separate terms and all applicable consumer-protection requirements.

Seller may provide these Conditions in full or by clear incorporation by reference through a website link, QR code, quotation, order acknowledgment, invoice, credit application, or other transaction document. A shortened version of these Conditions may appear on an invoice or other document. However, the complete version made available by Seller governs. Unless otherwise stated in writing, the version in effect when Seller issues its quotation or order acknowledgment governs the applicable transaction.

1. Terms of Payment

These payment terms apply to accounts Seller has approved for open or net terms. Orders placed without approved terms, including most web and first-time orders, are paid by credit card or by prepayment or deposit at the time of order. To apply for open terms, contact your interplas® representative to request a credit application.

Unless Seller expressly states otherwise in writing, payment is due thirty (30) days after the invoice date, without discount. Acceptable forms of payment for approved accounts are company check and ACH. Credit cards are not accepted on any account with open or net terms. Any discount expressly offered by Seller applies only to the sale price of the goods at the shipping point and does not apply to taxes, storage, loading, freight, transportation, insurance, or other charges.

A late charge will accrue on all past-due amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Buyer shall pay all reasonable costs of collection, including reasonable attorneys' fees, collection-agency fees, court costs, and other expenses incurred by Seller in collecting past-due amounts.

If Seller reasonably doubts Buyer's financial responsibility, or if Buyer is past due on any amount owed to Seller, Seller may, without liability and without waiving any other remedy, suspend performance, decline to ship, stop goods in transit, require advance payment, require adequate assurance of payment, or require payment of all amounts owed to Seller, whether or not then due.

Seller reports account payment history, whether prompt or slow, to Moody's Analytics. Paying within these terms protects Buyer's business credit standing. Payments made outside these terms may negatively affect Buyer's business credit rating.

2. Taxes

Prices do not include sales, use, excise, value-added, or other taxes, duties, tariffs, governmental charges, or assessments. Buyer is responsible for all such amounts. If Seller is required to collect or pay any such amount, Buyer shall reimburse Seller upon demand.

Collection. Seller is registered to collect and remit sales and use tax in states where it has a collection obligation. Tax is calculated on each order by Seller's third-party tax compliance provider (currently Avalara) based on the ship-to address, applicable state and local rates, and the taxability of the items ordered.

Exemption certificates. Orders are taxed unless a valid, current exemption or resale certificate for the applicable jurisdiction is on file and has been accepted. Certificates may be submitted through the certificate process Seller makes available, including at checkout or through Buyer's account. Acceptance is subject to validation, and a certificate is not effective until validation is complete.

Buyer responsibility. Buyer is responsible for the accuracy and completeness of every certificate it provides, for confirming its own eligibility for exemption, for maintaining certificates in current status, and for promptly notifying Seller of any change in registration, entity name, address, or exempt status. Buyer is responsible for any self-assessed use tax on items not used in the manner represented on its certificate.

Effect and timing. Exemption applies to orders invoiced after a certificate has been accepted. Certificates are not applied retroactively. Requests for credit or refund of tax previously charged must be submitted within the period permitted by applicable state law and are subject to state refund limitations.

Expiration and invalidity. If a certificate expires, is revoked, is superseded, or fails validation, tax will be charged on subsequent orders until a valid replacement is accepted.

No tax advice. Information provided by Seller regarding taxability or exemption is general and is not tax or legal advice. Buyer should consult its own tax advisor or the applicable state taxing authority.

3. Shipment, Title, and Risk of Loss

Unless Seller's written quotation or order acknowledgment expressly states otherwise, shipment is made F.O.B. Seller's designated shipping point or, for goods shipped directly from a supplier, converter, manufacturer, or other third party, F.O.B. that third party's designated shipping point.

For goods shipped by common carrier, parcel carrier, freight carrier, or other third-party carrier, title to and risk of loss pass to Buyer when the goods are delivered to the carrier at the applicable shipping point. For goods picked up by Buyer or Buyer's representative, title to and risk of loss pass to Buyer when the goods are loaded onto Buyer's vehicle or otherwise made available for pickup. If Buyer delays pickup after Seller notifies Buyer that the goods are available, title to and risk of loss pass to Buyer when the goods are made available for pickup.

If Seller expressly agrees in writing to deliver goods using Seller's own vehicle to Buyer's designated location, title to and risk of loss pass to Buyer upon delivery at that location. Seller's arrangement of freight, including prepaid-and-add freight, routing assistance, use of Buyer's carrier account, or selection of a carrier, does not change the shipping terms, title transfer, or risk-of-loss allocation unless Seller expressly agrees otherwise in writing.

Buyer shall inspect all shipments promptly and shall note any visible loss, damage, or shortage on the carrier's delivery receipt at the time of delivery. Buyer shall promptly notify Seller of any concealed loss, damage, or shortage and shall cooperate with Seller and the carrier in any resulting claim process.

4. Tolerances and Variations

Except to the extent expressly stated in Seller's written specifications, approved proofs, or order acknowledgment, all goods are subject to commercially reasonable manufacturing tolerances and variations consistent with usual trade practices for flexible packaging. Such tolerances and variations may include gauge or caliper, dimensions, print registration, color tone, opacity, finish, seal appearance, seal strength, count, and weight. A variation does not constitute a nonconformity unless it materially exceeds the applicable written specification or commercially reasonable industry tolerance.

5. Custom and Made-to-Order Goods

Custom, printed, converted, and made-to-order goods are produced specifically for Buyer. Buyer may not cancel or change an order after Buyer approves artwork, proofs, specifications, or production samples, or after Seller begins material procurement, production, conversion, printing, or other work on the order, whichever occurs first, unless Seller agrees in writing.

If Seller agrees to a cancellation or change, Buyer shall pay Seller for all completed goods, work in process, raw materials, artwork, plates, cylinders, dies, tooling, storage, handling, and other costs or commitments incurred by Seller, together with Seller's reasonable margin.

Custom and made-to-order goods are non-returnable and non-refundable except to the extent required under Section 8 of these Conditions. Unless otherwise stated in Seller's written quotation or order acknowledgment, Seller may deliver quantities up to ten percent (10%) more or less than the quantity ordered, and Buyer shall accept and pay for the quantity delivered at the applicable unit price.

6. Customer Artwork, Proofs, and Intellectual Property

Buyer represents and warrants that it owns or has obtained all rights necessary to use any artwork, logos, text, designs, trademarks, trade dress, specifications, product claims, barcodes, or other materials Buyer provides to Seller. Buyer authorizes Seller to use such materials solely to perform Buyer's order and to retain ordinary production, quality-control, and archival records.

Buyer is solely responsible for reviewing and approving all artwork, proofs, copy, specifications, dimensions, colors, regulatory statements, barcodes, and other production details before production begins. Seller is not responsible for typographical, content, design, color, barcode, regulatory, or other errors contained in Buyer-approved artwork or proofs.

Buyer shall defend, indemnify, and hold Seller harmless from any claim, demand, loss, liability, damage, or expense, including reasonable attorneys' fees, arising from materials or instructions supplied by Buyer, including claims of trademark, copyright, patent, trade-dress, or other intellectual-property infringement. Seller has no obligation to verify the ownership, legality, accuracy, or regulatory sufficiency of materials submitted by Buyer.

7. End Use, Testing, and Regulatory Compliance

Buyer is solely responsible for determining and validating whether the goods are suitable for Buyer's intended use, including product compatibility, filling conditions, sealing conditions, storage, transportation, shelf-life requirements, migration, barrier performance, food-contact requirements, healthcare or pharmaceutical applications, labeling, product claims, testing, validation, and compliance with all applicable laws, regulations, industry standards, customer requirements, and end-use requirements.

Seller does not warrant that the goods satisfy any particular application, regulatory standard, end-use requirement, or performance objective unless Seller expressly agrees to that requirement in a writing signed by Seller.

9. Inspection, Claims, and Returns

Buyer shall inspect the goods promptly upon delivery. Buyer must notify Seller in writing of any nonconformity reasonably discoverable upon inspection within thirty (30) calendar days after delivery. Buyer must notify Seller in writing of any latent defect within thirty (30) calendar days after discovery. Any notice must identify the affected order, invoice, lot or production information, quantity, and nature of the claimed nonconformity. Failure to provide timely notice constitutes a waiver of the claim to the extent permitted by applicable law.

Upon discovery of a claimed nonconformity, Buyer shall stop using, converting, filling, processing, or distributing the affected goods to the extent commercially reasonable and shall preserve the goods, packaging, lot information, and representative samples for Seller's inspection.

No return, destruction, disposition, credit, or replacement will be authorized without Seller's prior written authorization and return instructions. Freight charges, restocking fees, handling charges, or other reasonable charges may apply to authorized returns. Custom and made-to-order goods are not returnable except as expressly required under Section 8.

10. Force Majeure

Seller shall not be liable for any delay, failure, or inability to perform caused by events beyond Seller's reasonable control, including material shortages, supply-chain disruptions, transportation delays, labor disputes, equipment failure, utility interruption, fire, flood, severe weather, epidemic, pandemic, acts of government, war, civil disturbance, terrorism, or other causes beyond Seller's reasonable control.

In such event, Seller may allocate available goods, materials, production capacity, and inventory among its customers in a commercially reasonable manner and may extend the time for performance for a reasonable period. Buyer's obligation to pay for goods already delivered is not excused by a force-majeure event.

11. Entire Agreement and Buyer Purchase Orders

Seller offers and accepts orders only on these Conditions. These Conditions, together with Seller's applicable written quotation, order acknowledgment, and invoice, constitute the complete agreement between Buyer and Seller concerning the sale of the goods.

If there is a conflict among documents, the following order of precedence applies, from highest to lowest:

1. a separately executed agreement signed by Buyer and Seller that expressly states it supersedes these Conditions
2. Seller's written order acknowledgment
3. Seller's written quotation
4. these Conditions and the invoice

Buyer's purchase order is accepted solely for administrative convenience. Any additional or different terms contained in Buyer's purchase order, acknowledgment, portal, email, or other document are rejected and are not binding on Seller unless Seller expressly agrees to them in a writing signed by an authorized representative of Seller.

Buyer's acceptance of a quotation or order acknowledgment, submission of an order after receiving these Conditions, payment for the goods, acceptance of the goods, or failure to timely reject the goods constitutes Buyer's acceptance of these Conditions. No amendment, waiver, or modification is effective unless made in a writing signed by an authorized representative of Seller.

12. Additional Commercial Terms

No Setoff.Except for credits expressly acknowledged by Seller in writing or where required by applicable law, Buyer shall not withhold, deduct, recoup, or set off any amount against sums due to Seller.

Storage and Delayed Shipment.

If Buyer delays or prevents shipment, pickup, approval, delivery instructions, or acceptance as required under an order, Seller may charge Buyer reasonable, documented storage, handling, and rescheduling costs resulting from the delay.

Delivery Dates.

Delivery and shipment dates are estimates unless Seller expressly agrees otherwise in writing.

Quote Expiration.

Unless earlier withdrawn, modified, or superseded, quotations expire after the period stated on the quotation or, if no period is stated, thirty (30) days after the quotation date. All orders are subject to Seller's written acceptance.

Pricing Adjustments.

For custom orders, extended-release programs, or other orders where Seller's written quotation or order acknowledgment expressly provides for variable pricing or a price-adjustment mechanism, Seller may adjust pricing to reflect documented post-quotation changes in material, freight, tariff, or regulatory costs. Seller shall give Buyer written notice before the affected release.

Electronic Communications.

Terms, approvals, proofs, acknowledgments, notices, and other communications delivered electronically to or from the addresses designated by the parties are valid records and may be used to evidence the parties' agreement, subject to applicable law.

13. Governing Law and Venue

These Conditions and the sale of goods are governed by the laws of the State of South Carolina, without regard to its conflict-of-laws rules. Any action or proceeding arising out of or relating to the goods or this sale shall be brought exclusively in the state courts sitting in Greenville County, South Carolina, or the United States District Court for the District of South Carolina, Greenville Division. Buyer irrevocably consents to the jurisdiction and venue of those courts.

14. Severability

If any provision of these Conditions is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

International Plastics, Inc. · interplas® · 185 Commerce Center, Greenville, SC 29615-5817 · (800) 820-4722 · interplas.com