Packaging Chic, LLC
Standard Terms & Conditions of Sale
These Standard Terms & Conditions (“Terms”) apply to all quotations, purchase orders, products, and services provided by Packaging Chic, LLC (“Seller”). Acceptance of any quotation, invoice, purchase order, shipment, sample, or services constitutes acceptance of these Terms unless otherwise agreed to in writing by Seller.
1. PRICE
Prices are subject to change without notice due to increases in raw materials, tariffs, freight, labor, energy, vendor pricing, or supplier costs occurring after quotation approval. Applicable taxes, surcharges, storage fees, and additional project costs may be invoiced separately.
2. DELIVERY AND PERFORMANCE
Delivery dates are estimates only and are not guaranteed. Seller will use commercially reasonable efforts to meet projected schedules but shall not be liable for delays caused by suppliers, freight carriers, shortages, customer delays, approvals, or events outside Seller’s control. Buyer is responsible for promptly inspecting shipments and reporting shortages, damages, or errors in writing within five (5) business days of receipt. Manufacturing quantities may vary within standard industry tolerances and shall be considered acceptable fulfillment of the Order.
3. FORCE MAJEURE
Seller shall not be liable for delays or failure to perform due to causes beyond Seller’s reasonable control, including but not limited to acts of God, labor shortages, transportation delays, supplier interruptions, material shortages, tariffs, epidemics, strikes, weather events, governmental actions, or other unforeseen events.
4. WARRANTY AND REMEDY
Seller warrants that products and services provided shall substantially conform to mutually approved specifications at the time of shipment. Buyer must notify Seller promptly in writing of any claimed defect. Seller’s sole obligation shall be, at Seller’s option, repair, replacement, re-performance, or refund of the affected portion of the Order. Except as expressly stated herein, Seller disclaims all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
5. BUYER APPROVALS
Buyer is solely responsible for reviewing and approving all artwork, proofs, dimensions, specifications, copy, ingredient statements, regulatory language, nutrition information, sustainability claims, barcodes, colors, and final production approvals prior to manufacturing. Seller shall not be responsible for errors or omissions approved by Buyer.
6. COLOR AND MANUFACTURING VARIATIONS
Due to the nature of printing and manufacturing processes, slight variations in color, texture, finish, material, registration, substrate appearance, and production tolerances may occur between proofs, samples, reruns, and final production and shall not constitute defects.
7. BUYER RESPONSIBILITY
Buyer is solely responsible for determining product compatibility, packaging performance requirements, legal compliance, labeling accuracy, sustainability claims, and fitness for intended use. Seller’s recommendations, guidance, sourcing assistance, or advisory services do not relieve Buyer of final approval responsibility.
8. LIMITATION OF LIABILITY
Seller’s liability on any claim shall not exceed the purchase price of the specific products or services giving rise to the claim. In no event shall Seller be liable for lost profits, consequential damages, incidental damages, punitive damages, delays, market losses, recall costs, or business interruption damages.
9. INDEMNIFICATION
Buyer agrees to defend, indemnify, and hold harmless Seller from claims, liabilities, damages, costs, and expenses arising from Buyer-provided artwork, specifications, regulatory claims, misuse, product contents, labeling, trademark or copyright infringement, or Buyer’s failure to comply with applicable laws and regulations.
10. PRE-PRODUCTION AND SAMPLE CANCELLATION
Buyer acknowledges that custom packaging development often includes pre-production activities prior to full manufacturing, including structural design, engineering, dielines, prototypes, mockups, sampling, proofs, tooling preparation, supplier coordination, material sourcing, freight, and production setup. If Buyer cancels an Order after pre-production or sample work has begun, Buyer shall remain responsible for all costs incurred by Seller up to the date of cancellation, including but not limited to sample costs, design or engineering time, vendor charges, tooling, materials ordered, freight, administrative time, and any non-cancelable commitments made on Buyer’s behalf. Seller will make reasonable efforts to minimize cancellation costs where possible; however, Buyer acknowledges that custom packaging development frequently involves upfront vendor and production expenses that may not be recoverable. All completed sample work, prototypes, proofs, and development services performed prior to cancellation shall be considered earned and billable.
11. CANCELLATION OF ORDERS
Custom orders may only be canceled with Seller’s written approval. Buyer shall remain responsible for all completed work, work in progress, materials purchased, supplier commitments, freight, storage, tooling, setup costs, and reasonable administrative charges incurred prior to cancellation.
12. BUYER MATERIALS AND FILES
Buyer is responsible for maintaining backup copies of all supplied digital files, artwork, data, and materials. Seller shall not be responsible for loss or damage to Buyer-owned materials, tooling, digital assets, or inventory unless caused solely by Seller’s gross negligence.
13. CONFIDENTIALITY AND PROPRIETARY RIGHTS
Buyer shall not disclose or use Seller’s confidential information, pricing, processes, sourcing relationships, or proprietary materials except as required for the intended business relationship.
14. PAYMENT TERMS AND COLLECTION
Buyer agrees to pay invoices according to approved payment terms. Late payments may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Buyer shall be responsible for collection costs, including reasonable attorneys’ fees and court costs.
15. FINANCIAL RESPONSIBILITY
If Seller reasonably believes Buyer’s financial condition has become impaired, Seller may require advance payment, suspend work, withhold shipment, or cancel pending Orders until satisfactory assurance of payment is received.
16. RELATIONSHIP OF PARTIES
Depending on the scope of work, Seller may act as consultant, sourcing partner, production advisor, coordinator, reseller, or project manager and is not necessarily the manufacturer of the goods supplied.
17. GOVERNING LAW
These Terms shall be governed by the laws of the State of California. Venue and jurisdiction for any dispute shall be in San Diego County, California.
18. ENTIRE AGREEMENT
These Terms constitute the entire agreement between Buyer and Seller unless otherwise agreed in writing by Seller. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.
5/1/2026
