Seller Terms & Conditions
These Terms and Conditions (“Terms”) apply to Brad-Pak Enterprises Inc. (“Seller”) samples, Quotations, Order Summaries, Shipping Orders, Order Acknowledgements, Invoices, Purchase Orders, and all Sales of Goods.
Sale of any Goods is expressly conditioned on Buyer’s assent to these Terms and Conditions.
1. Exclusive Terms and Conditions.
Seller does not accept any terms and conditions for the sale of goods other than those expressly set forth below and Seller hereby offers to sell its goods only on the terms set forth in these T&Cs. Buyer's purchase order and/or payment for Seller’s goods shall represent an agreement to the terms set out in these Terms & Conditions. Neither side will accept any alterations to the Terms, aside from what has been agreed upon in the order process and confirmed in writing. Any prior discussions, negotiations or communications are nullified and superseded by this document.
2. No Warranty.
Buyer acknowledges that there are no warranties offered for the goods, direct or implied. Seller disclaims any and all responsibility related to the adequacy of the goods in terms of functionality and compatibility with other items purchased from Seller or from third parties. In addition, it is understood that Seller is not liable for any damage caused by the use of goods or for any breach of warranty, regardless of whether the Buyer or end customer were advised of potential harm beforehand. Buyer assumes full responsibility for bodily injury and property damages resulting from handling, possession, or using goods.
In the event of any discrepancy between Seller's Acknowledgement and Buyer's Purchase Order, it is agreed that a ten percent (10%) deviation from the specified quantity shall be allowed upon delivery. Additionally, non-conforming goods or discrepancies concerning short count are to be reported within 10 calendar days from receipt. Failure to report non-confirming goods or short count within 10 days will result in an Acceptance of Goods as a matter of law.
In the event the Buyer reports either non-conformity or short counts, Buyer must arrange for inspection of any goods believed to be non-conforming by Seller, within 10 calendar days (or other agreed upon timeframe), following which the Seller will decide if returns are warranted. Whatever outcome is reached regarding non-conforming goods or short count, shall remain at the Seller’s sole discretion. No refunds or claims for delivered, missing, or damaged goods shall exceed the full purchase price—excluding all fees and expenses, such as freight and handling charges.
4. Responsibility of Buyer.
As the Buyer, you accept full responsibility for ascertaining whether any goods bought from us are appropriate for your use and compatible with your content. Additionally, Buyer is solely responsible for filling any goods purchased and to select proper methods for filling the goods. Buyer is also solely responsible for confirming the goods are closed and sealed properly, and for confirming that the goods are compatible for use with any other of Buyer’s or customers products used in conjunction with the purchased goods. As the Buyer, you are solely responsible for any risk or liability associated with using goods purchased from us. It's your duty to properly clean the goods and meet all requirements necessary for filling and packaging processes as well as intended use of goods. Seller does not guarantee or warrant that any goods will be sanitized or sterile.
5. Technical Assistance.
At the request of Buyer, Seller is available to provide limited guidance on the use of goods; however, any assistance provided by Seller comes without any without any warranties or guarantees from Seller. Full responsibility for the use of goods lies with Buyer alone.
6. Limitation of Liability.
a. Seller will not be held responsible for any samples that are missing or flawed – if such is the case, Buyer may only request a replacement. No legal action against Seller shall result in an amount greater than what was initially paid for the sample(s). Selling of products received as free samples is prohibited and all samples must remain solely with Buyer.
b. Seller's liability with respect to goods sold to Buyer shall not exceed the pro-rata portion of the Purchase Price allocated for those items deemed by them in their sole discretion, as non-conforming or responsible for a claim. Additionally, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SELLER OR THEIR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) HOWEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Products or services at the price charged.
7. Delayed Delivery, Storage, and Remedies.
Seller takes all necessary steps to meet Buyer's desired shipment and delivery dates but cannot guarantee such timeframes. In the event that a delay occurs, any remedies due to the Buyer shall remain in effect so long as prices on the date of shipment are still applicable regardless of delays. Storage costs in connection with or related to any delays shall be borne by Seller unless otherwise noted.
Your shipment is dependent upon the items being available from Seller's supplier, as well as their carriers, and customs clearance speed, as applicable. While there are no guarantees of availability from Seller, Buyer may request partial or delayed delivery. That said, prior payment for completed deliveries may be required before further shipments go out, with potential price increases based on additional production costs and other factors. If Buyer has not complied with any of its obligations, including, but not limited to, timely payment of all invoices, accepting delivery of goods, or timely purchasing or releasing goods in accordance with its agreement, Seller shall have all rights and remedies available to it, including, but not limited to the following: (a) requiring payment in advance; (b) COD terms; (c) requiring Buyer to accept delivery of the goods (after payment); and/or (d) in Seller’s sole, non-reviewable discretion, determine to dispose of the goods without any penalty to Seller.
Buyer shall remain liable for the invoice and any storage and disposition fees, less any excess proceeds that Seller received from the disposition of such goods. Buyer expressly waives any and all claims relating to Seller’s disposition of the goods, including, the manner thereof. Without limiting the foregoing, all goods ordered by Buyer pursuant to a purchase order will be, at Seller’s sole non-reviewable and non-waivable discretion, subject to monthly storage charges of 5% of the value of the stored goods from the sooner (unless Seller’s Quote or Purchase Order Acknowledgment specifies that it will be the later) of (1) the date or time set forth in the purchase order for the release of such goods or (2) thirty (30) days from the date that such goods are available.
8. Force Majeure.
No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement:
a. acts of God.
b. flood, fire, earthquake, or explosion.
c. war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest.
d. government order or law.
e. actions, embargoes, or blockades in effect on or after the date of this Agreement.
f. action by any governmental authority.
g. national or regional emergency.
h. strikes, labor stoppages or slowdowns or other industrial disturbances.
i. epidemic, pandemic or similar influenza or bacterial infection (defined by the United States Center for Disease Control (CDC) as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness);
j. emergency state.
k. shortage of adequate medical supplies and equipment.
l. shortage of power or transportation facilities.
m. other similar events beyond the reasonable control of the Impacted Party.
Any date may be extended, at Seller’s option, to the extent of any delay resulting from force majeure.
9. Amendments or Modifications.
All verbal statements or commitments made by Seller representatives are non-binding and will not be upheld. A certified officer of the company must formally accept any amendments to these Terms in writing for them to take effect legally.
10. Risk of Loss.
Buyer takes full responsibility for any damage, shortage or losses that occur in transit from the carrier onwards. Even if goods are invoiced by Seller but remain under their direct possession at this time, risk of loss rests solely with the Buyer. Should Buyer fail to accept delivery of goods or pay storage fees, as required, within 30 days, Seller reserves the right in its sole discretion to dispose of said items by sale, destruction, etc., with no repercussions. Any proceeds from such disposition will be applied towards related expenses and invoices - all without any claim against Seller arising out thereof.
11. Payment and Credit Terms.
All invoices are due upon presentment and shall be paid without deductions or setoff in U.S. dollars. Payment terms are net thirty (30) days from date of invoice unless otherwise specified in the invoice or if Buyer is making an on-line credit card purchase. Seller shall have the right to retain a lien on all unshipped goods and goods recovered in transit until all of Buyer’s indebtedness has been paid in full.
If any payment is past due, Seller may impose a service charge of the lesser of the maximum amount allowed by applicable law or 1½% per month (18% per annum) calculated from the date of invoice. A $10.00 service charge will be imposed on all returned checks.
If any Buyer, including a Buyer with established credit, fails to make payment within the specified terms, Seller may, in addition to any and all other remedies available at law or in equity, defer shipment of goods or may, at its option, cancel all or any part of any unshipped order. Seller shall have the right of setoff and deduction for any sums owed. Buyer agrees that any credit balance transaction not applied for or requested within one (1) year will be subject to forfeiture, and Seller shall have no further liability. In the event Seller refers Buyer’s account for collection or retains counsel to enforce its rights against Buyer, then whether or not suit is instituted, Buyer agrees to pay Seller all of Seller’s attorneys’ fees and expenses and other costs of collection.
12. Order Cancellation.
Your order cannot be cancelled, its delivery deferred, or specifications changed without Seller's express written consent by one of its authorized officers. If Seller does not consent, Buyer shall be responsible to pay the full purchase price. Even if Seller does consent, Buyer shall be responsible to pay the full purchase price if Buyer cancels or modifies a purchase order as to which goods have been manufactured. Upon Seller's agreement to cancel the order before it is produced, Buyer will be required to cover all related fees imposed by Seller’s supplier. This includes any renewal charges that may arise due to factors such as cost increases from resin or freight surcharges. In these cases, Seller has full discretion on whether they choose to modify or terminate sales in place.
13. Governing Law and Jurisdiction.
Buyer hereby submits to the exclusive jurisdiction of the State and Federal courts in New Jersey for any dispute arising from, concerning, or relating to these Terms or any transaction between or involving Buyer and Seller; provided, however, that Seller may enforce any judgment in any jurisdiction. Jurisdiction in New Jersey is applicable to all conflicts concerning or related to these Terms & Conditions as well as any subsequent purchases made by either party.
14. Charges, Duties, Taxes, Customs, and Tariffs.
Unless explicitly stated, the Purchase Price provided by Seller does not include associated transportation costs and any additional fees imposed on them by vendors or authorities. In these cases, Buyer may be subject to supplemental invoices for increased charges caused by factors such as extra shipping expenses or raw material cost hikes.
Buyer shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Buyer of any of its obligations under this Contract.
If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
17. Intellectual Property Rights.
a. Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third parties are infringed by goods received from suppliers and/or buyers via Seller or third parties via them, including but not limited to goods, models, and drawings for the manufacture and/or delivery of certain Products.
b. In the absence of written agreement to the contrary, Seller holds the copyrights and all rights of industrial property to the offers it has made and the designs, images, drawings, models including tests, software, templates, and other goods that it has issued.
18. Waiver of Breach.
No waiver of breach of any term, provision or condition of this Agreement shall be considered valid unless signed by the party giving such waiver and no such waiver shall be deemed a waiver of any subsequent breach.
19. Entire Agreement; Modifications.
The invoice, purchase orders along with these terms and conditions constitutes the entire agreement between the parties. No amendment, modification or discharge of these terms and conditions shall be valid or binding unless set forth in writing and executed by both parties.
Last updated: January 02, 2023
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Account means a unique account created for You to access our Service or parts of our Service.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Brad-Pak Enterprises Inc., 124 South Ave, Garwood, NJ 07027.
Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.
Country refers to: New Jersey, United States
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Personal Data is any information that relates to an identified or identifiable individual.
Service refers to the Website.
Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.
Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Website refers to Brad-Pak.com, accessible from https://brad-pak.com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Collecting and Using Your Personal Data
Types of Data Collected
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:
First name and last name
Address, State, Province, ZIP/Postal code, City
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
Tracking Technologies and Cookies
- Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).
Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser.
We use both Session and Persistent Cookies for the purposes set out below:
Necessary / Essential Cookies
Type: Session Cookies
Administered by: Us
Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
Cookies Policy / Notice Acceptance Cookies
Type: Persistent Cookies
Administered by: Us
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
Use of Your Personal Data
The Company may use Personal Data for the following purposes:
To provide and maintain our Service, including to monitor the usage of our Service.
To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application's push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
To manage Your requests: To attend and manage Your requests to Us.
For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.
We may share Your personal information in the following situations:
- With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to contact You.
- For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
- With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
- With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside.
- With Your consent: We may disclose Your personal information for any other purpose with Your consent.
Retention of Your Personal Data
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Transfer of Your Personal Data
Your information, including Personal Data, is processed at the Company's operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Delete Your Personal Data
You have the right to delete or request that We assist in deleting the Personal Data that We have collected about You.
Our Service may give You the ability to delete certain information about You from within the Service.
You may update, amend, or delete Your information at any time by signing in to Your Account, if you have one, and visiting the account settings section that allows you to manage Your personal information. You may also contact Us to request access to, correct, or delete any personal information that You have provided to Us.
Please note, however, that We may need to retain certain information when we have a legal obligation or lawful basis to do so.
Disclosure of Your Personal Data
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
Other legal requirements
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
- Comply with a legal obligation
- Protect and defend the rights or property of the Company
- Prevent or investigate possible wrongdoing in connection with the Service
- Protect the personal safety of Users of the Service or the public
- Protect against legal liability
Security of Your Personal Data
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.
If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent's consent before We collect and use that information.
Links to Other Websites
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
By email: firstname.lastname@example.org
By phone number: (908) 233-1234
By mail: 124 South Ave, Garwood, NJ 07027