Terms and Conditions

S-ONE LP EUROPE GENERAL TERMS AND CONDITIONS OF SALE

Article 1. Scope and binding character of the present terms

Unless otherwise agreed in writing, the present conditions apply to any sale of products by “S-One Labels & Packaging, LLC (S-OneLP)” to the exclusion of any clauses or conditions arising from the customer (hereinafter the “Customer”.) S-OneLP is a registered trademark (hereinafter the “Seller”.) and a subsidiary of S-One Holdings Corp., with registered offices in the US at 4728 S. Tamiami Trail, Sarasota, FL 34231 and an administrative office in Europe at Ronda General Mitre, Nº 28-30 - Pl. BJ, 08017 – Barcelona, Spain.

1. These conditions shall apply to all contractual relationships between the Seller and the Customer.
2. When particular terms are agreed upon between the Seller and the Customer, the latter shall prevail on the present terms in so far as they are inconsistent.
3. The legality, validity, and enforceability of other clauses in the present terms will not be affected if one of the clauses is or becomes illegal, invalid, or unenforceable.

Article 2. Order Confirmations

Order Confirmations will be confirmed within 24 hours of initial order placement providing the customer has specified a valid e-mail address, company address and telephone number.

Article 3. Order Cancellations

Standard Products Clause

1. Standard Products are defined as those items and dimensions that are regularly stocked by S-One LP and offered for sale to a broad spectrum of clients. It is stipulated that purchasers possess the right to terminate any orders concerning Standard Products at any moment before the dispatch of said products. In instances where the order has already been dispatched at the time of cancellation, the cancellation right shall remain valid; notwithstanding, the purchaser shall assume full responsibility for all costs associated with the return shipment of the product to the vendor. Additionally, the purchaser shall be liable for a restocking fee as delineated under Article 10, sections b and c of this document.

Non-Standard and Custom Products Clause

1. Non-Standard and Custom Products are hereby designated as those products and/or sizes not held in inventory by S-One LP, requiring production based on specific orders ("Made to Order") and potentially tailored to the individual specifications of the ordering customer. Due to their bespoke nature, lead times and minimum order quantities for Non-Standard and Custom Products may deviate from those associated with Standard Products.
2. Cancellation of orders for Non-Standard and Custom Products is subject to S-One LP's sole discretion. Such discretion will largely hinge on the current production status of the order and the specific terms agreed upon with our suppliers. To inquire about the possibility of order cancellation, the buyer is obliged to promptly communicate with their designated S-One LP sales representative. The feasibility of canceling orders for Non-Standard or Custom Products will be determined on a case-by-case basis, taking into account the progression of order fulfillment and any commitments made to suppliers at the time of the cancellation request.

Article 4. Price

1. All prices are expressed in EUR excluding other taxes, duties, shipping & handling costs, and other charges, which remain due by the Customer.
2. Prices are based upon the economic conditions, taxes, or rights applicable at the moment of the order, as well as on the prices of the Seller’s suppliers and contractors.
3. They are subject to modifications without any prior notice, in function of the variation of these elements, whatever the cause.
4. Credit Hold: The Seller reserves the right to withhold the shipping of the products until the customer clears credit hold.
5. All bank charges resulting from the purchase order are not included in the Price and are due by the Customer.

Article 5. Payment terms

1. Payment can be only made using the following payment methods:
2. Credit terms
3. MasterCard
4. Visa
5. American Express
6. ACH or Bank Transfer.
7. Payment in full is due based upon documented and agreed upon payment terms between the Seller and the Customer. Credit terms are available for qualified customers. Standard credit terms are Net 30 days. The Seller reserves the right, after prior written notice, to withhold or cancel the delivery of the products, in case of non-payment of the due price, without prejudice to any other right of action.

Article 6. Deliveries

Deliveries will be made depending on the product’s availability. Unless otherwise agreed in writing, the Seller’s delivery dates shall be purely indicative. The Customer shall not be entitled to use any late delivery as a justification for cancelling the sale, rejecting the products, or claiming any compensation.

Article 7. Delivery Problems

The Seller will not be held responsible or liable for delivery issues or delivery failures, for any reasons, including but not limited to, incorrect delivery address provided to the seller from the customer, products shortage, product end of life, coatings requested by the customer to be shipped in non-optimal conditions, without insurance, etc.

Article 8. Shipping

The Seller will ship products according to its own selected shipping instructions unless otherwise specified by the customer. The Seller will attempt to ship the products within the estimated timeframe reflected on the order confirmation but will not be liable for any failure to do so. For items on backorder, the Seller may ship whenever the products become available without notice to the Customer.

Article 9. Risk and Title of products

1. The risk in the products, and particularly those risks inherent in their transportation, shall pass to the Customer immediately upon their delivery. Transportation costs are due by the Customer and are not included in the price paid by the Customer for the ordered product(s).
2. Unless otherwise agreed in writing, delivery shall take place at the time when the products are delivered to the Customer by the shipper.
3. The seller reserves title of the products until payment in full of the price and all incidentals.
4. Consequently, in a case of late or non-payment, whether in whole or in part, the seller reserves the right to require, without prior formal notice, the delivered products to be returned to it, wherever they are located. Products stored at the premises of the Customer will be deemed to be subject of the unpaid invoices.
5. The Customer shall therefore not grant any rights to third parties that might limit the exercise of this right.
6. All return costs of the products to the Seller’s premises under the present section will be borne by the Customer.

Article 10. (Quality Issues, Warranty and Returns)

1. The Customer must inspect the products immediately upon delivery. The products shall be deemed to be accepted by the Customer if the Customer has not given full and detailed notice to the shipper on the delivery note.
2. For verified claims of Product returns the Seller will issue the Customer a return materials documentation (packing slip), which includes a return material authorization (RMA) number and the quality issue tracking number. Documentation must be included with any return. Products returned to the Seller without written authorization from the Seller, or not in accordance with the Seller’s shipping instructions, will not be credited or replaced. The Seller will be responsible for arranging return freight and the associated charges from the Customer’s location to the return location.
3. Material requested for return due to Customer order error will be assessed a 15% restocking fee if approved for return. Return Material Authorization must be provided by the Seller before the Customer returns the product. The Customer is responsible for return freight and handling charges.

*Custom / Non-Standard manufactured products are non-refundable and non-returnable.

Article 11. Limitation of Remedies and Liability

To the fullest extent permitted by applicable law, the remedies provided in the present terms are the sole and exclusive remedies for breach of this agreement by the Seller. In no event will the Seller be liable to the Customer for any damages, including incidental, consequential, special, or indirect damages. In no event will the liability of the Seller ever exceed the total amount paid by the Customer for the products purchased in an order.

Article 12. Limited Warranty

ALL STATEMENTS, INFORMATION, AND RECOMMENDATIONS (TECHNICAL OR OTHERWISE) ABOUT SELLER’S PRODUCTS, AND THE USE ORAPPLICATION OF SUCH PRODUCTS, ARE BASED ON SELLER’S EXPERIENCE AND TESTING AND ARE BELIEVED TO BE RELIABLE BUT DO NOTCONSTITUTE AN EXPRESS OR IMPLIED GUARANTEE OR WARRANTY AS TO ACCURACY, COMPLETENESS OR RESULTS TO BE OBTAINED. ALLPRODUCTS ARE SOLD AND SAMPLES PROVIDED WITH THE AGREEMENT THAT CUSTOMER ASSUMES SOLE, INDEPENDENT RESPONSIBILITY FORITS OWN QUALITY CONTROL, TESTING, QUALIFICATION PROCESS, AND DETERMINING THE SUITABILITY OF PRODUCTS FOR ANY INTENDED USEOR PURPOSE.

The Products are warranted for one (1) year* from date of shipment to be free from defects in material or workmanship so that the Products meet S-One LP’s specifications; provided, however, that such warranty is for six (6) months for the following Products: ReEarth, ReTreve, and other limited shelf life products*. This warranty applies solely to the original CUSTOMER of the Products and creates no rights or obligations for any third party. Upon the determination to SELLER’s satisfaction that the Products were stored and used by CUSTOMER in accordance with Seller’s suggested, applicable standards (if any) and not damaged during transportation, CUSTOMER’s sole and exclusive remedy for breach of this warranty shall be the replacement of the defective Products or, at SELLER’s option, the issuance of a credit or refund in an amount up to the purchase price of the defective Product. In no event shall SELLER be responsible for claims beyond the purchase price of the defective Product. CUSTOMER will maintain traceability of converted Products to confirm a claim is based on the Seller’s actual Product, and lack of traceability may result in denial of a claim in whole or in part. THE WARRANTY SPECIFICALLYSET FORTH IN THIS Article 11 IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OFMERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSEOF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. S-ONE LP SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHERSUCH WARRANTIES.

* Reference product technical datasheets for shelf life information.

Article 13. Data Protection

By placing an order, the Customer agrees that the Seller may store, process, and use personal data collected from an order form for the purposes of its Client Administration. The Customer may obtain a copy of the personal data held by the Seller on written request. If any personal data is incorrect, the Seller will correct it on written request of the Customer.

Article 14. Force Majeure

The following shall be considered herein as events of force majeure allowing the cancellation or suspension of the Seller’s contractual obligations, without any right of recourse for the Customer: accident affecting the manufacture or storage of the products, total or partial interruption of supplies, or energy, fire, flooding, breakdown of machinery, total or partial strike, administrative decisions, acts attributed to third parties, war and all external occurrences likely to delay or prevent the performance of the Seller’s obligation or to render such performance economically exorbitant.

Article 15. Miscellaneous

If any provision of these general terms and conditions becomes void or unenforceable by force or operation of law, the remaining clauses shall remain valid and enforceable.

The Parties shall use their best endeavours to negotiate a valid replacement provision with the same or similar economic consequences.

Article 16. Applicable Law and Jurisdiction

1. These General terms and Conditions are to be construed in accordance with and governed by the laws of the state of Florida, USA.
2. All disputes arising out of the contract between the Seller and the Customer fall under the exclusive jurisdiction of the competent Courts of Florida.