System Packaging Co., Inc. ("SPC")
These Terms and Conditions of Sale ("Terms and Conditions") apply to any persons or companies wishing to register as a user on SPC's website and/or apply to become a verified customer and/or purchase goods or services ("Buyer"). By accessing SPC's website, applying to be and registering as a Buyer, or purchasing goods or services ("Products") from SPC, you agree to be bound by the Terms and Conditions below. These Terms and Conditions are subject to change from time to time in SPC's sole discretion and without advanced notice.
Unless otherwise specifically agreed to in writing by an authorized representative of SPC in Bell, California, these Terms and Conditions shall apply to any order accepted by Buyer for Products sold and/or supplied by SPC to Buyer. The contract of sale for any Products shall be formed when Buyer's order is accepted in writing by an authorized representative of SPC.
1. Standard Conditions of Sale
Manufacturing, stocking, and/or sales of any Products described or referred to in Buyer's order are expressly conditioned upon these Terms and Conditions. Any order for, any statement of intent to purchase, or any direction to proceed with manufacture or shipment of any Products shall constitute acceptance of these Terms and Conditions and Buyer's representation and warranty that Buyer is solvent. Any additional or different terms or conditions set forth in Buyer's order or in any other communication from Buyer shall be null and void unless specifically agreed to in writing by an authorized representative of SPC in Bell, California.
2. Minimum Order Value
Buyer must place orders meeting SPC's minimum order requirement of $100. Orders below this threshold may be placed subject to a Small Order Fee of $10, which may be waived at the sole discretion of an authorized SPC representative.
3. Prices and Taxes
Prices are in U.S. Dollars and include SPC's standard domestic packing for shipment. Special packaging, if available, may be provided at an extra charge.
SPC may adjust pricing without prior notice based on changes in SPC's costs of goods sold, transportation, tariffs, duties, taxes, or other expenses resulting from governmental actions or market conditions. SPC intends, when practicable, to provide advance notice of reasonably significant changes in pricing; however, SPC reserves the right to implement immediate price changes when required.
Buyer's pricing shall be as published in SPC's systems and website catalog as of the date of shipment, unless otherwise agreed in writing by an authorized representative of SPC.
Buyer disputes regarding pricing must be submitted to SPC in writing within thirty (30) days of the applicable invoice date. Pricing disputes raised after this period will not be accepted.
Purchase orders submitted with incorrect pricing require a revised purchase order before SPC will process the order for shipment.
Sales tax will be billed to Buyer based on delivery location unless Buyer has furnished SPC with a current and valid sales tax exemption or resale certificate, in which case sales tax will be handled in accordance with applicable law.
4. Freight and Handling
In-stock orders are typically processed and shipped the same business day. Orders received after 2:00 p.m. local warehouse time will be dispatched on the following business day, unless Buyer has specified a later delivery date. All shipments are made FOB-Origin/Shipping Point. SPC assumes no liability for damage that occurs during transit; Buyer is solely responsible for filing any claims directly with the carrier. At Buyer's request, SPC may provide limited assistance in pursuing a damage claim, though SPC is under no obligation to do so.
- Preferred Carriers: Buyer must communicate any carrier preference to SPC at the time the order is placed. SPC will make reasonable efforts to honor such preferences where the carrier maintains an existing contractual relationship with SPC. Accommodation of carrier preferences is not guaranteed.
- Heat Treated Pallets: Orders requiring heat-treated pallets will be assessed a $20 Heat Treated Pallet Charge per pallet.
- Customer Pick-Up / Will Call: In-stock orders may be retrieved from SPC's Los Angeles distribution center no earlier than two (2) hours following SPC's email confirmation of the order unless otherwise specified. Orders placed after 2:00 p.m. local warehouse time will be available for pickup the following business day. Will Call orders not retrieved within ten (10) business days will be cancelled and returned to inventory.
- Product Samples: Samples of in-stock items may be requested through SPC's website or via an SPC sales representative, subject to sales department approval. Sample quantities are limited to three (3) units per SKU per requestor. Approved samples are typically shipped within 24-48 hours. Large-format products, tubing, and certain other items are not available for sampling.
5. Payment
Buyer is obligated to remit payment in full for all Products in accordance with the terms set forth on SPC's invoice, without offset, deduction, or counterclaim.
Balances that remain unpaid past their due date will accrue interest at the lower of eighteen percent (18%) annually or the maximum rate allowable under applicable law, continuing until the balance is paid in full.
SPC reserves the right to place Buyer on credit hold, suspend further shipments, and/or require advance payment for any outstanding past-due balance until such balance is resolved.
Unilateral deductions, short payments, and chargebacks are not permitted unless SPC has issued a credit memo expressly authorizing such a deduction. Deductions taken without a corresponding SPC-issued credit memo may result in credit hold, shipment suspension, and/or revision of Buyer's pricing or credit terms.
Buyer is responsible for promptly reporting any invoice discrepancy to SPC. Where SPC determines a credit to be appropriate, a written credit memo will be issued. Deductions may only be applied for amounts expressly identified in an SPC credit memo, and the applicable credit memo number must be referenced on any such deduction.
6. Delivery, Title, Risk of Loss, and Acceptance
SPC will deliver Products to Buyer FOB Origin/Shipping Point within the contiguous 48 United States. Buyer acknowledges that delivery timelines may be affected by a range of factors and agrees not to hold SPC liable for, or seek to cancel orders due to, delivery delays that are not unreasonable under the circumstances.
For Custom Products, SPC reserves the right to fulfill orders with quantities up to 10% above or below the amount specified in Buyer's order. Buyer agrees to accept and pay for such adjusted quantities, with pricing subject to revision at SPC's discretion.
In the event Products cannot be shipped when ready due to a Force Majeure Event as described in Article 7, SPC may place the affected Products in storage. Under such circumstances: (i) SPC will notify Buyer that the Products have been placed in storage; (ii) SPC's delivery obligations will be considered fulfilled and title, along with all risk of loss or damage, will transfer to Buyer at that time; (iii) all amounts due upon delivery will become payable upon SPC's presentation of the relevant invoices; (iv) Buyer will promptly reimburse SPC for all costs incurred in connection with storage, including preparation, handling, inspection, preservation, and insurance; and (v) upon resolution of the Force Majeure Event and receipt of all outstanding payments, SPC will cooperate with Buyer, at Buyer's cost, to facilitate removal of the stored Products.
Unless otherwise agreed in writing, risk of loss remains with Buyer at all times, including during any return of Products.
Buyer must inspect all Products promptly upon receipt. Products for which no written correspondence is received within five (5) business days of delivery will be deemed fully accepted by Buyer. Upon acceptance, Buyer waives any right to revoke such acceptance, whether based on known or unknown conditions at the time. Buyer's exclusive remedy for any defect or non-conformance is set forth in Article 12.
7. Force Majeure Events
SPC shall not be responsible for any delay in delivery, failure to perform, or price increase caused directly or indirectly by circumstances beyond SPC's reasonable control. Such circumstances include, without limitation: acts of God; actions of Buyer or any governmental authority; applicable regulations, executive orders, or judicial decisions (including tariffs, duties, or taxes); armed conflict; port congestion; embargoes; blockades; civil unrest; labor disputes or strikes; fires; explosions; floods; extreme weather; acts of terrorism; sabotage; nuclear incidents; natural disasters; disease outbreaks; pandemics; quarantines; emergency declarations; utility or infrastructure failures; or the inability to timely secure necessary labor, materials, components, transportation, energy, governmental approvals, or required information from Buyer (each a "Force Majeure Event").
Upon the occurrence of a Force Majeure Event, SPC will notify Buyer and provide an estimated revised delivery date as soon as reasonably practicable. Buyer may not cancel the affected order during the delay period, and the applicable delivery or performance deadline will be extended by the duration of the delay.
Should a Force Majeure Event persist for more than sixty (60) days without SPC and Buyer reaching agreement on revised terms, either party may terminate the affected order upon thirty (30) days written notice, after which Buyer shall promptly pay SPC's termination charges as calculated under SPC's standard accounting practices.
8. Cancellation
Orders that have been accepted by SPC may only be cancelled through the following process:
- Stock Products: Buyer may cancel a Stock Product order by submitting written notice to SPC Customer Care, provided such notice is received and acknowledged before the order has been shipped.
- Custom Products: Cancellation of Custom Product orders requires SPC's prior written approval. In the absence of an approved cancellation, Buyer remains obligated to (i) remit payment for the Products and (ii) take possession of or arrange delivery of the Products.
9. Returns
- Stock Products: All Stock Product returns are subject to a restocking fee. Buyer must obtain a Return Merchandise Authorization ("RMA") from SPC Customer Care within ten (10) business days of product receipt. Products must be returned to SPC within thirty (30) calendar days of receipt, freight prepaid by Buyer. Applicable product charges will be credited following SPC's inspection and verification of the returned items.
- Custom Products: Custom Product returns are only accepted where the Products fail to conform to the agreed order specifications. Refer to Article 11 for further detail.
10. Damaged Goods
Any Product damage must be recorded on the Proof of Delivery ("POD") at the time of receipt, and Buyer must provide SPC Customer Care with photographic documentation of the damage upon delivery. Failure to note damage at the time of delivery will be treated as confirmation that Products were received in acceptable condition. Products for which no damage is reported within five (5) days of delivery will be deemed accepted and conforming.
Each submission must include all documentation requested by SPC, including but not limited to the applicable SPC invoice number(s), shipment and carrier details, and any additional information needed to substantiate the claim. Submissions that are incomplete or improperly formatted will not be processed and may be denied.
11. Nonconformity
If any Product fails to conform to the written specifications or quantities agreed upon between SPC and Buyer, Buyer must notify SPC Customer Care in writing within five (5) business days of receipt, providing a detailed description of the claimed nonconformity.
12. Warranties
SPC warrants that all Products sold hereunder will be free from defects in title, materials, and workmanship and will conform to SPC's published specifications for a period of ninety (90) days from the date of delivery. In the event of a warranted defect, SPC will, at its sole option, either repair or replace the affected Product.
This warranty does not extend to: (i) quantity discrepancies not noted by Buyer on the Bill of Lading or Delivery Receipt at the time of delivery; or Products that (ii) have been altered or modified without SPC's written authorization; (iii) have been improperly stored or used; or (iv) have been subjected to misuse, neglect, abuse, harmful exposure, or accidental damage.
The remedies set forth in this Article represent Buyer's sole and exclusive recourse for product defects or non-conformance, regardless of the legal theory asserted. All warranty obligations terminate upon expiration of the applicable warranty period. These warranties replace and supersede all other warranties, express, implied, or statutory. NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER IMPLIED OR STATUTORY, SHALL APPLY.
13. Patents
SPC warrants that Products manufactured and supplied by SPC will be delivered free from any valid third-party claim of United States patent infringement. If Buyer receives such a claim and promptly notifies SPC in writing, providing all relevant information and granting SPC exclusive authority to manage and resolve the matter, SPC will, at its option and expense: (i) defend or settle the claim and satisfy any resulting judgment against Buyer; (ii) secure Buyer's continued right to use the Product; (iii) modify the Product to eliminate the infringement; (iv) substitute the Product with a non-infringing alternative; or (v) retrieve the Product and issue a refund of the purchase price, net of reasonable depreciation.
If SPC requests that Buyer suspend use or distribution of the allegedly infringing Product, Buyer must comply promptly. SPC will bear no liability for any activities Buyer continues to engage in after receiving such a request. THE FOREGOING CONSTITUTES SPC'S COMPLETE AND EXCLUSIVE LIABILITY WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT AND IS SUBJECT TO THE LIMITATIONS SET FORTH HEREIN.
This Article does not apply to: (i) Products manufactured in accordance with Buyer's own designs or specifications; or (ii) Products used in combination with equipment or materials not provided by SPC. SPC accepts no intellectual property liability with respect to such Products or uses. THE WARRANTIES AND INDEMNITIES PROVIDED IN THIS ARTICLE ARE EXCLUSIVE AND REPLACE ALL OTHER PATENT-RELATED WARRANTIES AND INDEMNITIES OF ANY KIND.
14. Indemnification
Buyer shall defend, indemnify, and hold harmless SPC and its affiliates, successors, assigns, and licensees, together with their respective officers, directors, managers, partners, employees, agents, and representatives, from and against all claims, demands, actions, judgments, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (i) allegations that Products manufactured by SPC to Buyer's specifications infringe a third party's rights; (ii) Buyer's misuse of Products; (iii) use of Products for unintended purposes; (iv) unauthorized modification or mishandling of Products by Buyer; (v) the conduct of Buyer's business operations; and/or (vi) any breach by Buyer of these Terms and Conditions.
15. Limitations of Liability
SPC'S AGGREGATE LIABILITY TO BUYER FOR ANY CLAIM OF ANY NATURE — WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR PATENT INFRINGEMENT), STRICT LIABILITY, EQUITY, QUASI-CONTRACT, OR OTHERWISE — RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF ANY TRANSACTION GOVERNED BY THESE TERMS AND CONDITIONS, OR THE MANUFACTURE, SALE, DELIVERY, REPAIR, REPLACEMENT, OR USE OF ANY PRODUCT, SHALL NOT EXCEED THE PURCHASE PRICE ATTRIBUTABLE TO THE PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM. ALL SUCH LIABILITY SHALL TERMINATE UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD.
UNDER NO CIRCUMSTANCES SHALL SPC BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOSS OF PRODUCT USE, COST OF CAPITAL, COST OF SUBSTITUTE GOODS OR SERVICES, DOWNTIME COSTS, OR THIRD-PARTY CLAIMS OF ANY KIND, ALL OF WHICH ARE EXPRESSLY AND IRREVOCABLY WAIVED BY BUYER. WHERE BUYER TRANSFERS, LEASES, OR OTHERWISE PERMITS THIRD-PARTY USE OF THE PRODUCTS, BUYER SHALL SECURE FROM SUCH THIRD PARTY A WRITTEN ACKNOWLEDGMENT OF THE SAME LIMITATIONS OF LIABILITY SET FORTH HEREIN.
Any guidance or assistance provided by SPC to Buyer beyond what is expressly required under these Terms and Conditions or a separate written agreement shall not create or expand SPC's liability in any respect.
16. Image License Agreement
SPC owns and maintains a library of product images and brand assets. SPC hereby grants Buyer a limited, royalty-free, non-exclusive license ("License") to use designated SPC promotional and brand materials ("Licensed Materials") solely within the Permitted Media (defined below) for the purpose of marketing and selling Products sourced from SPC. Licensed Materials include the System Packaging name and brand, SPC logos, trademarks, iconography, product descriptions, specifications, and product imagery. SPC may update, modify, or withdraw any Licensed Materials at its discretion.
Buyer must adhere to all usage and quality control standards established by SPC in connection with the Licensed Materials. Failure to comply may result in termination of the License at SPC's sole discretion.
Buyer's use of Licensed Materials is conditioned upon their use exclusively within the Permitted Media and solely in connection with Products sourced from SPC. Use of Licensed Materials to promote products not supplied by SPC, or in any channel outside the Permitted Media, without SPC's prior written consent, will constitute grounds for immediate License termination. Upon notice of termination, Buyer must promptly cease all use of the Licensed Materials.
Permitted Media includes Buyer's own advertising, product catalogs, point-of-sale materials, brochures, flyers, websites, training materials, and presentations. Any other use requires SPC's prior written approval. SPC provides no representations or warranties in connection with the Licensed Materials.
17. Marketing Communications
By accepting these Terms and Conditions, Buyer consents to receiving email communications from SPC at the email address on file, which may include product updates, pricing notifications, promotional offers, and company announcements. Buyer may withdraw consent at any time by using the unsubscribe option included in any SPC email.
18. Rebates
SPC may, from time to time, make available rebate or incentive programs ("Rebates") to qualifying Buyers based on eligible product purchases. Unless documented in a written agreement executed by an authorized SPC representative, all Rebate programs are subject to modification or discontinuation at SPC's sole discretion.
Rebates are calculated on net qualifying purchases of finished goods, defined as gross purchases reduced by any returns, credits, allowances, discounts, or adjustments. Earned Rebates are generally applied as SPC credit memos applicable to future purchases only.
SPC may apply any earned Rebates against outstanding balances owed by Buyer. Eligibility for Rebates requires Buyer to remain in full compliance with these Terms and Conditions, including all payment obligations. Rebates may be withheld, reduced, or forfeited in the event of payment delinquency, unauthorized deductions, or other non-compliance with SPC policies.
Rebate discrepancies or claims must be communicated to SPC in writing within thirty (30) days of SPC's issuance of the applicable Rebate documentation. Claims submitted beyond this period will not be honored.
19. General Provisions
If any provision of these Terms and Conditions is found to be invalid or unenforceable, in whole or in part, such finding shall not affect the validity or enforceability of the remaining provisions.
These Terms and Conditions are governed by the laws of the State of California, without application of conflict of laws principles. Both SPC and Buyer submit to the exclusive personal jurisdiction and venue of the state and federal courts situated in Los Angeles County, California for any disputes arising under or relating to these Terms and Conditions or the Products. Both parties waive, to the maximum extent permitted by law, any right to trial by jury in connection with any such dispute. The prevailing party in any such proceeding shall be entitled to recover its reasonable legal fees and costs.
These Terms and Conditions are binding upon and enforceable by SPC, Buyer, and their respective successors and permitted assigns. Buyer may not assign or delegate any rights or obligations hereunder without SPC's prior written consent; any purported assignment without such consent is void. No failure or delay by either party in enforcing any provision shall constitute a waiver of that or any other provision. These Terms and Conditions, together with orders accepted in writing by an authorized SPC representative, represent the complete and exclusive agreement between the parties on the subject matter hereof, superseding all prior communications and understandings. Amendments must be made in writing and signed by authorized representatives of both parties.