TERMS AND CONDITIONS OF SALE



Sales Offer, Acceptance, and Formation of Contract

  1. Prices, Taxes, Payment Terms, Credit, Interest, Changes in Pricing, Reservation of Ownership, and Setoff and Withholding
  2. Delivery and Risk of Loss
  3. Warranties, Limitation of Liability, Indemnification, and Intellectual Property
  4. Technical Advice, Product Start-up, Installation, Performance & Integration
  5. Working Hours and Travel Fees
  6. Technical Assistance, Digital Services, Smart Services, Remote Access, and Enhancements to Digital Service
  7. Force Majeure and Delays
  8. Cancellation, Cancellation Fees, and Modification
  9. Obligations of Buyer, Governmental Requirements, Non-Payment, and Listed Customer
  10. Overages, Shortages, Returns, and Printing
  11. Notices and Miscellaneous
  12. Compliance with Laws, Governing Law, Jurisdiction, and Dispute Resolution
  13. Subcontracting
  14. Headings, No Construction Against Drafter, Waiver of Jury Trial, No Waiver, Language, and Survival
  15. Delegation, Assignment, Severability, and Effect of Waiver
  16. Confidentiality
  17. Data Protection and Privacy
  18. Termination
  19. Statute of Limitation
  20. FLSA (Fair Labor Standards Act) Compliance

  1. Sales Offer, Acceptance, and Formation of Contract

1.1 Sales Offer: A sales offer ("Sales Offer") made by the Seller ("Bags Etc, Inc.", a company incorporated under the laws of the State of California, United States of America, with its corporate headquarters at 26352 Ruether Ave., Santa Clarita, CA 91350) shall outline the product(s) ("Product") to be provided and any associated terms. Please note that final machine specifications may vary and are subject to change at any time, contingent upon the final product and configuration requirements. The specifications provided are provisional and are intended solely for reference purposes. The Sales Offer shall be valid for thirty (30) days from the date of issuance and shall supersede all previous sales offers.

1.2 Buyer: The individual or entity that accepts the Seller's Sales Offer and enters into this agreement ("Buyer").

1.3 Quotation: The Sales Offer may include a quotation ("Quotation") specifying the goods and services ("Goods & Services") to be provided by the Seller, excluding any software provided as a service ("SaaS"), which requires a separate agreement. The Quotation may be withdrawn by the Seller at any time before its express acceptance by the Purchaser, without incurring any indemnity, penalty, or liability for damages of any kind.

1.4 Acceptance and Formation of Contract: The Purchaser's acceptance of the Sales Offer and issuance of a purchase order in response to the Quotation, agreeing with the description of the Goods, quantity, purchase price, and delivery terms, shall constitute a binding contract between the Seller and the Purchaser, governed by these terms and conditions ("Ts & Cs").

1.5 Modifications and Conflicting Terms: Any modifications to the Sales Offer, Quotation, or Ts & Cs must be agreed upon in writing, signed by authorized representatives of both the Seller and the Purchaser. Any terms or conditions set forth in a purchase order or other communication from the Purchaser that are different from, in addition to, or in conflict with the Sales Offer, Quotation, or Ts & Cs shall not be effective or binding unless specifically accepted in writing by authorized representatives of the Seller.

1.6 Purchase Orders: All purchase orders submitted by the Purchaser must be in writing. The Seller reserves the right to reject any purchase order that does not comply with the requirements of the Sales Offer, Quotation, or Ts & Cs.

1.7 Business Days: Unless otherwise stated, references to days in the Ts & Cs and Quotation shall mean business days in Los Angeles, California.

1.8 Relationship of Parties: The parties hereto are independent contractors, and nothing in this agreement shall be construed as creating a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Each party shall be solely responsible for its own employees, agents, and subcontractors, and for payment of their salaries, wages, and benefits, and neither party shall have any authority to bind the other party in any respect, whether by contract, representation, act, or omission. Each party shall be solely responsible for its own acts, omissions, and the conduct of its employees, agents, and subcontractors. Neither party shall assume liability for or be deemed liable as a result of any representation, action, or omission of the other party. The Seller shall not be responsible for any obligations or liabilities incurred by the Buyer in connection with the Buyer's business or the Buyer's relationship with third parties.

1.9 Entire Agreement: The Sales Offer, Quotation, and these Ts & Cs, along with any other written agreements expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous understandings, representations, negotiations, and agreements, whether oral or written. No modification, amendment, or waiver of any provision of this agreement shall be effective unless in writing and signed by both parties.

1.10 No Exclusivity: This agreement is not exclusive. The Seller and Buyer acknowledge that they are free to engage in similar agreements with other entities, provided that doing so does not breach any provisions of this agreement or infringe on the rights of the other party.


  1. Prices, Taxes, Payment Terms, Credit, Interest, Changes in Pricing, Reservation of Ownership, and Setoff and Withholding

2.1. Prices: The prices for the Goods shall be as set forth in the Sales Offer or Quotation provided by the Seller. Prices are exclusive of any applicable taxes, duties, fees, and shipping or handling charges unless otherwise specified in the Sales Offer or Quotation.

2.2. Taxes: The Purchaser shall be responsible for the payment of all applicable taxes, duties, levies, or fees imposed by any federal, state, local, or foreign government authority in connection with the sale, delivery, or use of the Goods, excluding taxes based on the Seller's net income. If the Seller is required by law to collect and remit any such taxes, duties, levies, or fees, the Purchaser shall promptly reimburse the Seller for such amounts.

2.3. Payment Terms: Unless otherwise specified and mutually agreed upon in writing, the Purchaser is required to make an initial deposit amounting to 50% of the total price upon placement of the order. The outstanding balance is to be settled in full prior to the Goods being prepared for transport, including, but not limited to, crating, shipping, or delivery. All payments are to be made in US Dollars as stipulated in the Sales Offer or Quotation, unless expressly agreed otherwise, with no provisions for set-off, counterclaim, or deduction.

2.4. Credit Approval: The Seller's acceptance of the Purchaser's order and the extension of credit terms are subject to the Seller's satisfactory credit review and approval of the Purchaser. The Seller reserves the right, in its sole discretion, to require payment in advance, payment by letter of credit, or other security if the Seller determines that the Purchaser's credit is or becomes unsatisfactory.

2.5. Interest: The Seller reserves the right to charge interest on any overdue amounts at a rate of 1.5% per month or the highest rate allowed by applicable law, whichever is lower, calculated on a daily basis from the due date until the date of payment.

2.6. Changes in Pricing: The Seller reserves the right to adjust the prices for the Goods to reflect changes in the cost of raw materials, labor, exchange rates, or other factors affecting the Seller's costs. Such price adjustments may be made effective immediately without prior notification to the Purchaser.

2.7. Reservation of Ownership: The Seller reserves ownership of the property of the Goods until full payment of the sale's price. The Buyer shall also be liable for all expenses of collections, including attorneys' fees. The Buyer's failure to make payment when due shall be a material breach of the order, and the Buyer shall be in default by the mere lapse of time. The Seller, at its sole option, without prejudice to any other remedies and without incurring any liability, may terminate the contract or suspend its performance until such time as the overdue payment is made.

2.8. Setoff and Withholding: The Seller may at any time and in its sole discretion set off against any payment owed by the Seller to the Purchaser any amount to which the Seller may be entitled from the Purchaser (including, without limitation, amounts based on the Purchaser's payment obligations) and withhold amounts owed to the Seller by the Purchaser from any amounts otherwise payable by the Seller to the Purchaser (e.g., amounts for rebates and allowances).


  1. Delivery and Risk of Loss

3.1. Place of Delivery: Unless otherwise agreed upon in writing, delivery of the Product shall be made EXW (Incoterms 2010) at the Seller's facility. The Purchaser may, at its discretion, inspect the Product prior to shipment. If the Purchaser chooses not to inspect the Product, the Purchaser shall be deemed to have accepted the Product as delivered.

3.2. Shipping and Risk of Loss: Shipping of the Product will be carried out according to the Incoterms 2010 specified in the Sales Offer or Quotation. The risk of loss or damage to the Product shall pass to the Purchaser upon delivery to the carrier at the Seller's facility. The Purchaser shall be responsible for all shipping costs, including insurance, handling, and delivery expenses unless otherwise agreed upon in writing. Forklift and access to the install location are required for delivery. Shipping insurance, if applicable, will be billed separately from this invoice. Final shipping calculation will be based on the final order shipping location and actual order weight.

3.3. Partial Shipments: The Seller is authorized to make partial shipments of the Product unless otherwise agreed upon in writing. Each partial shipment shall be deemed a separate sale, and invoices shall be rendered and payments shall become due accordingly.

3.4. Claims for Shortage, Errors, or Damage: The Purchaser shall provide written notice to the Seller of any claim for shortage, error in shipment, or damage to the Product within five (5) days after receipt of the Product. Failure to provide such notice within the specified time period shall be deemed a waiver of such claim.

3.5. Failure or Refusal to Accept Delivery: If the Purchaser fails or refuses to accept any delivery of the Product, in whole or in part, the Seller shall have the right to dispose of the Product in a commercially reasonable manner at a commercially reasonable price. The Purchaser agrees to pay the Seller the difference, if any, between the price of the Product as specified in the Sales Offer or Quotation and the price obtained by the Seller, less any incidental damages.

3.6. Delivery Dates: Any delivery dates communicated to the Purchaser, either verbally or in writing, are approximate, and the Seller shall not be responsible for any damages, losses, or costs of any kind, including loss of revenues or profits, incurred as a result of late delivery of the Product.

3.7. Storage Fees: If the order is not picked up within 7 days of being notified that the items are ready, storage fees may be charged at the Seller's discretion. The specific storage fees and terms will be communicated to the Purchaser upon notification of the items being ready for pickup.


  1. Warranties, Limitation of Liability, Indemnification, and Intellectual Property

4.1. Product Warranty: Seller warrants that, for a period of six (6) months from the date of delivery (the "Warranty Period"), the Product shall be free from defects in material and workmanship and shall conform to the specifications set forth in the Sales Offer or the Quote. This warranty extends to the original buyer only. Coverage is valid for Bags Etc Inc. authorized technicians to work on the equipment during the Warranty Period.

4.2. Warranty Limitations: This warranty does not include any condition resulting from incorrect or inadequate maintenance, care, or adjustments; service calls to correct the installation of the machine, training or maintenance service calls; damage resulting from misuse, abuse, alterations, improper installation, negligence, accidents, or shipping damage; dissatisfaction due to buyer's remorse; normal wear and tear; damages incurred during transportation, assembly or maintenance; corrective work necessitated by repairs made by anyone other than a Bags Etc Inc. authorized service technician; or any used, previously displayed items.

4.3. Limitation of Liability: In no event shall the Seller be liable to the Purchaser for any indirect, special, consequential, or punitive damages, including lost profits, arising out of or relating to this agreement, even if the Seller has been advised of the possibility of such damages.

4.4. Indemnification: The Purchaser shall indemnify, defend, and hold harmless the Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this agreement by the Purchaser or any negligent or willful acts or omissions of the Purchaser, its employees, or agents in connection with the performance of its obligations under this agreement.

4.5. Warranty Remedies: In the event of a breach of the Product warranty, the Purchaser shall promptly notify the Seller in writing. The Seller shall, at its sole option, either (a) repair or replace the defective or non-conforming Product, or (b) refund the purchase price paid for the Product, provided that the Purchaser returns the Product to the Seller at the Purchaser's expense. These remedies shall be the Purchaser's sole and exclusive remedies for any breach of warranty.

4.6. Disclaimer of Implied Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.

4.7. Third-Party Claims and Intellectual Property Indemnification: The Purchaser shall indemnify, defend, and hold harmless the Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claims based on (a) the Purchaser's use, modification, or resale of the Product, (b) any infringement or misappropriation of any intellectual property rights resulting from the Purchaser's use, modification, or combination of the Product with other products or materials, or (c) any breach of this agreement by the Purchaser or any negligent or willful acts or omissions of the Purchaser, its employees, or agents in connection with the performance of its obligations under this agreement.

4.8. Insurance: The Purchaser shall, at its own expense, maintain appropriate insurance coverage to protect itself and the Seller from potential liabilities arising out of or relating to this agreement. The Purchaser's insurance coverage should include, but not be limited to, commercial general liability, product liability, property damage, and workers' compensation insurance. The insurance policies should name the Seller as an additional insured and provide that the Seller will receive at least thirty (30) days prior written notice of any cancellation, non-renewal, or material change in coverage. The Purchaser shall provide the Seller with certificates of insurance upon request, demonstrating that the required insurance coverage is in place. The Purchaser's compliance with this insurance requirement shall not relieve or limit the Purchaser's indemnification obligations under this agreement.


  1. Technical Advice and Disclaimer

Technical Advice, Product Start-Up, Installation, Performance & Integration

5.1. Technical Assistance: The many services offered by the Seller, including training, on-site technical support for production assistance, installation, and 24/7 technical support and/or maintenance services, are to be distinctly ordered and/or described in a Quote. In no event shall the mere sale of the Goods or the assistance provided by the Seller in compliance with its obligations under the limited warranty be construed as a promise by the Seller to provide any service to the Buyer not expressly specified in the Quote.

5.2. Advice: Any technical or other advice furnished before or after delivery regarding the use of the Goods is furnished on the basis that it represents the Seller's best judgment under the circumstances but that it is used at the Buyer's sole risk. Notwithstanding any technical advice given to the Buyer, the Buyer should test the application of the Seller's products to determine the suitability of the product for their intended use. The Buyer represents that any data they supply to the Seller, including inventory or demand levels, is accurate and complete, and the Seller can rely on such data.

5.3. Product Start-Up: Due to factors beyond the Seller's control, the Product may require debugging and/or modifications at the Buyer's facility. Factory-trained technicians are available and recommended for start-up and training at additional cost.

5.4. Installation and Start-Up: When installation and start-up services by the Seller are required, the Buyer must bring the Goods and all related parts, still unpacked, to the precise place where the Seller's work must be performed. In any such case, the Seller shall be the one to unpack and clean the Goods before proceeding with the installation and start-up services. The Seller's personnel will not perform any work reserved for licensed electricians, mechanics, or other professional bodies. When required, the Buyer shall provide production-free time to allow the Seller to carry out adjustments and system tests. The Seller shall be under no liability with respect to production delays caused by its work.

5.5. Installation Services: If installation by the Company is a part of the Quotation, the Company shall make available to the Customer a qualified service person to install the Goods for an appropriate period of time, as determined by the Company. The customer is expected to provide a qualified maintenance person during the entire installation. It is the Customer's responsibility to uncrate and locate the Goods in the final position and make available adequate utilities. Instruction of the final connections will also be provided by the Company's qualified service person(s).

5.6. Equipment: The purchase of equipment from the Seller confers no license, express or implied, under any patents. Repair and other replacement parts for any equipment are subject to all the foregoing conditions. If changes are made to the original PLC program or if any systems or sensors not provided by Bags Etc. are introduced or removed, the warranty will be voided. Consequently, Bags Etc. will not assume responsibility for any performance problems arising from the system. The Buyer will supply, at the Seller's request and the Buyer's cost, adequate personnel or hire riggers to uncrate and move equipment to the place of installation. Electrical circuits, steam, water, air supply, floor drains, and any other physical plant change necessary for machinery operations shall be supplied by the Buyer. Switches and controls are to be supplied by the Buyer on equipment (i.e., fabricating conveyors, bone and fat systems, lazy susans, etc.) unless specified in the Seller's proposal.

5.7. Independent Testing: Notwithstanding any technical advice provided by the Seller, the Purchaser shall independently test and evaluate the Product to determine its suitability for the Purchaser's intended use.

5.8. Reliance on Data: The Purchaser represents and warrants that any data, including inventory or demand levels, provided to the Seller is accurate, complete, and reliable. The Seller is entitled to rely on such data in providing any technical advice or other services related to the Product.


  1. Working Hours and Travel Fees

6.1. Travel Fees: Whenever the Seller's employees' presence is required at the Buyer's facility for the purpose of providing services such as installation, training, maintenance, or any other technical support, the Seller shall charge the Buyer, prior to the services being rendered, the fees indicated in the Quote. These fees may include but are not limited to, transportation costs, per diem allowances, and other related expenses. Any amount incurred by the Seller in excess of such initial fees shall be invoiced to the Buyer within a reasonable time, and the Buyer shall be responsible for timely payment of these additional fees.

6.2. Expenses: The Buyer shall pay reasonable travel, living, and lodging expenses of the Seller's qualified service persons while they are providing services at the Buyer's facility. These expenses may include, but are not limited to, airfare or other transportation costs, accommodations, meals, and incidentals. All services will be performed at the Seller's prevailing daily rate unless otherwise agreed in writing or covered by warranty.

6.3. Working Hours: The Seller's qualified service persons shall provide services during their standard working hours, unless otherwise agreed upon by both parties in writing. Any services performed outside of the Seller's standard working hours may be subject to additional fees or overtime charges. The Buyer shall provide safe and suitable working conditions for the Seller's employees while they are performing services at the Buyer's facility.

6.4. Scheduling and Availability: The scheduling of the Seller's qualified service persons for providing services at the Buyer's facility shall be subject to their availability. The Buyer shall provide the Seller with reasonable advance notice of the requested service dates, and the parties shall mutually agree upon a suitable time for the services to be performed. In the event of any scheduling conflicts, the Seller shall use reasonable efforts to accommodate the Buyer's preferences, but the Seller's ability to do so may be subject to the availability of its personnel and resources.


  1. Technical Assistance, Digital Services, Smart Services, Remote Access, and Enhancements to Digital Service (Revised)

7.1. Technical Assistance: Bags Etc, Inc. offers various services such as training, "Bags Etc, Inc. Crew" (on-site technical support for production assistance), installation, and 24/7 technical support and/or maintenance services. These services must be distinctly ordered and described in a Quote. The sale of Goods or assistance provided by Bags Etc, Inc. under the limited warranty should not be construed as a promise to provide any service not expressly specified in the Quote.

7.2. Digital Services: Bags Etc, Inc. provides certain Digital Services, including Smart Services (as described in the Quotation) and Remote Access Services. The provision of Digital Services and the use of data obtained from these services are subject to and governed by these Terms and Conditions.

7.3. Smart Services: Goods will be connected to the Smart Hub, a secure environment for data collection and storage. Data related to the Goods will be transferred to the Smart Hub via the Internet. The Goods contain or will have an industrial router and an industrial computer (IPC) installed (collectively, the "Smart Link") and a physical firewall to ensure secure data transfer and prevent unauthorized access.

7.4. Remote Access: The Goods include hardware and software permitting remote access. The Company and Customer will coordinate the scope and timing of such access. Customer agrees to provide a qualified individual to remain at the Goods for the entire duration of the remote access session while maintaining telephone contact with the Company technician.

7.5. Enhancements to Digital Services: Bags Etc, Inc. reserves the right to update, enhance, or revise the content of the Digital Services without notice.

7.6. Customer System Requirements: To enable Bags Etc, Inc. to access the data and provide Digital Services, the Customer must provide a broadband internet connection with a minimum bandwidth of 512kBit/sec (1024 kBit/sec recommended) and configure any associated firewall as per the Company's instructions.

7.7. Data Transmission: Data transmitted to the Company will be encrypted and will include Goods parameters, information on Goods usage, and process data determined by the machine's sensors. The Company will not collect personal data regarding any natural person operating, maintaining, or in contact with the Goods.

7.8. Use of Data: All data transmitted by the Customer is the exclusive property of the Customer, while summaries, compilations, processing, and improvements prepared from the Data by the Company are the exclusive property of the Company. The Customer grants the Company a non-exclusive, perpetual, worldwide, royalty-free, irrevocable license and right to use the Data in connection with these Terms and Conditions and the Smart Services, as well as for the Company's research, development, and marketing purposes. This includes but is not limited to, the right to aggregate, anonymize, or otherwise process the Data in a manner that does not directly identify the Customer or any individual associated with the Customer. The Company may also share the Data with its affiliates, partners, and third-party service providers, provided that any such disclosure is subject to reasonable confidentiality obligations.

7.9. Indemnification by Customer: The Customer agrees to indemnify, defend, and hold harmless Bags Etc, Inc., its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorney's fees) arising out of or relating to the Customer's use of the Digital Services or any breach of these Terms and Conditions by the Customer.

7.10. Limitation of Liability: In no event shall Bags Etc, Inc. be liable for any indirect, incidental, special, consequential, or punitive damages, including, without limitation, loss of profits, data, or business opportunities, arising out of or in connection with the Digital Services, even if Bags Etc, Inc. has been advised of the possibility of such damages. Bags Etc, Inc.'s total aggregate liability for any and all claims arising out of or relating to the Digital Services, whether in contract, tort, or otherwise, shall not exceed the amount paid by the Customer for the Digital Services giving rise to the claim during the twelve (12) month period immediately preceding the event giving rise to the claim.

7.11. Warranty Disclaimer: Bags Etc, Inc. provides Digital Services on an "as is" and "as available" basis, without any warranty of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Bags Etc, Inc. does not warrant that the Digital Services will be error-free, uninterrupted, secure, or free from viruses or other harmful components.

7.12. Modifications to Terms and Conditions: Bags Etc, Inc. may modify these Terms and Conditions with respect to the Digital Services at any time by providing written notice to the Customer. The Customer's continued use of the Digital Services following receipt of such notice shall constitute acceptance of the modified Terms and Conditions.

7.13. Termination: Bags Etc, Inc. may terminate the Customer's access to the Digital Services at any time, with or without cause, and with or without notice. Upon termination, the Customer's right to use the Digital Services will immediately cease. The provisions of this Section 7 concerning ownership of data, indemnification, limitation of liability, warranty disclaimer, and any other provisions that by their nature should survive termination, shall survive the termination of the Customer's access to the Digital Services.

7.14. Governing Law and Dispute Resolution: These Terms and Conditions shall be governed by and construed in accordance with the laws of the jurisdiction in which Bags Etc, Inc. is incorporated, without giving effect to its conflict of law provisions. Any disputes arising out of or relating to the Digital Services shall be resolved through negotiation between the parties, and if such negotiation fails, then by binding arbitration in accordance with the rules of the applicable arbitration body. Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator(s).

7.15. Entire Agreement: These Terms and Conditions, together with any applicable Quotation, constitute the entire agreement between the parties with respect to the Digital Services and supersede all prior or contemporaneous understandings or agreements, whether written or oral, regarding such subject matter. No amendment or modification of these Terms and Conditions shall be binding unless made in writing and signed by both parties.


  1. Force Majeure and Delays

8.1. Force Majeure: Any failure or delay by Bags Etc, Inc. or Customer in the performance of any term, obligation, or act required under this Agreement, except for the payment of any of the Goods delivered to Customer, shall be excused from liability for the time and to the extent that such failure or delay is caused by force majeure or any other cause not within the reasonable control of the affected party or Bags Etc, Inc.'s suppliers experiencing such difficulty. The term "force majeure" shall include, without limitation, acts of God, the elements, fire, explosion, accidents, acts of terrorism, breakdowns, labor disputes, embargoes, public disturbances, inability to obtain materials, supplies, permits or transportation facilities, damage to equipment or production or storage facilities, or act or omission by a third party not controlled by the party experiencing such difficulty, and any laws, orders, rules, regulations, acts, or restraints of any governmental authority, civil or military.

8.2. Notification and Remedy: Upon the occurrence of any failure or delay included within the terms of this Section 8, the party experiencing such difficulty shall promptly notify the other party and shall make every reasonable effort to remedy the cause of such failure or delay or find alternative means for performance. Notwithstanding the foregoing, the settlement of strikes, lockouts, or other labor disputes shall be exclusively within the discretion of the party experiencing such difficulty.

8.3. Excused Performance: In the event of any delay, hindrance, or prevention of performance due to force majeure or any other reason beyond the control of the affected party, performance of such term, obligation, or act shall be excused for the period of the delay, and the party shall be entitled to perform such term, obligation, or act within the appropriate time period after the expiration of the period of such delay, taking all reasonable steps to mitigate the effects of such events. However, the Customer shall not be excused from the prompt payment of the order price or any other amounts due to Bags Etc, Inc. under this Agreement.

8.4. Allocation of Limited Supply: If Bags Etc, Inc.'s supply of goods to be sold is limited by any cause included within the terms of force majeure or any other reason beyond Bags Etc, Inc.'s reasonable control, Bags Etc, Inc. shall have the right to reduce or cancel its commitment under this Agreement in its entirety or allocate the available supply of goods among its customers in a manner deemed fair and equitable by Bags Etc, Inc.

8.5. No Liability: Bags Etc, Inc. shall not be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to, acts of God, war, labor disputes, embargoes, government orders, or any other force majeure event. No liability shall result from any cause (including without limitation Acts of God, force majeure, labor trouble, inclement weather, shortage of or inability to obtain materials, equipment, or transportation, or significant increase in their price and/or orders of courts) beyond the reasonable control of the party affected.


  1. Cancellation, Cancellation Fees, and Modification

9.1. No Cancellations Accepted: No cancellations will be accepted once an order has been placed and confirmed by Bags Etc, Inc.

9.2. Cancellation of Services: For any cancellation or postponement by Buyer of Services to be rendered at the Buyer's facility, Bags Etc, Inc. will charge Buyer eight (8) hours of labor per employee at the applicable rate, and all cancellation and/or rescheduling fees. However, should Bags Etc, Inc.'s personnel already be on their way to the Buyer's site, or be at the Buyer's site when the cancellation or postponement of the work by the Buyer occurs, Bags Etc, Inc. shall charge the Buyer, in addition to the foregoing, all travel time for the employees' return.

9.3. Cancellation of Goods: Once accepted by Bags Etc, Inc., an order for Goods cannot be canceled by the Customer without written approval from Bags Etc, Inc. Acceptance of cancellation will be predicated upon the Customer's payment of a cancellation charge to be determined by Bags Etc, Inc.

9.4. Modification, Cancellation, and Prices: If changes are made that affect the size, film structure, or any other significant aspect of the product after acceptance of the Quotation, the quote will need to be re-evaluated, and you may be responsible for cancellation or modification fees. Prices stated are subject to change without notice in the event of (i) alterations in specifications, quantities, designs, or delivery schedules; (ii) an increase in the cost of fuel, power, material, supplies, or labor; and/or (iii) foreign or domestic legislation enacted by any level of government, including tax legislation, which increases the cost of producing, warehousing, or selling the goods purchased hereunder. Unless otherwise agreed by Bags Etc, Inc., the goods identified on the order acknowledgment will be billed at the price in effect on the date of shipment and may be subject to additional conditions or changes at Bags Etc, Inc.'s reasonable discretion. Bags Etc, Inc. reserves the right to levy surcharges to cover any increased costs incurred in providing the goods. Orders cannot be canceled or modified, or shipment delayed after acceptance of the order by Bags Etc, Inc., except with Bags Etc, Inc.'s written consent. Any such order cancellation or modification will be subject to a 20% cancellation fee for any order volumes the Customer chooses to cancel or reduce and to which Bags Etc, Inc. consents. Such order cancellations or modifications may also be subject to additional conditions, which shall indemnify and reimburse Bags Etc, Inc. against liability and expense incurred and commitments made by Bags Etc, Inc. and will also include profit on work in process and contract value of products or parts completed and ready for shipment, if applicable.


  1. Obligations of Buyer, Governmental Requirements, Non-Payment, and Listed Customer

10.1. Obligations of Buyer: Buyer is responsible for identifying and defining all processes and mechanical considerations and site requirements that may affect the performance, reliability, or operation of the Goods & Services furnished by the Seller. Any Quote and any sale are based upon the covenant by Buyer that all the information and data provided to the Seller by or for Buyer is current, complete, accurate, and does not contain information that is misleading. When required, Buyer shall provide to the Seller, at its cost and sufficiently in advance, all required product samples, and technical data.The Buyer is responsible for settling the full invoice amount, which may include the cost of separations, first-time plates, and variances in quantity as outlined in section 6. Non-payment may result in cancellation of the order and/or legal action.

10.2. Governmental Requirements: Seller does not warrant that the Product meets all federal, state, provincial, or local governmental requirements.

10.3 Non-Payment and Release of Goods: The Purchaser acknowledges and agrees that the Goods will not be shipped, picked up, or released until full payment has been received by the Seller. Full payment is due upon the earlier of (1) the Seller's issuance of an invoice, or (2) the Seller's notification to the Purchaser that the Goods are ready for pickup or shipment. Costs associated with processing a new sale, including administration, project management, and engineering time, are difficult to quantify and ascertain. If the Purchaser fails to make full payment within 30 days of the invoice date or notification of readiness, whichever occurs first, immediate payment will be required, and the Purchaser agrees to pay a liquidated damages fee of fifteen percent (15%) of the total purchase price. In the event of overdue payment, interest and storage charges may be applied at the discretion of the Seller.

10.4. Listed Customer: Buyer agrees to allow the Seller to publicly mention its name as a customer of the Seller. By accepting these terms and conditions, you acknowledge and agree that the products may be filmed, recorded, or otherwise documented, either for promotional purposes, quality assurance, or any other business-related purpose deemed appropriate by Bags Etc, Inc. You hereby grant Bags Etc, Inc. the right to use such footage without any further approval or compensation.


  1. Overages, Shortages, Returns, and Printing

11.1. Overages and Shortages: Overages and shortages of goods ordered shall be in accordance with the Seller's current practice. Claims for shortages must be noted at the time of delivery on all carrier documents. Failure to notify the Seller of any visible damage or defect in writing within ten (10) days of receipt of goods or services shall constitute a waiver of all such claims with respect to such goods or services, and the use of such goods or services shall mean that the Seller has satisfactorily performed.

11.2. Returns: No claims will be recognized for goods disposed of or returned without the Seller's consent, and no shipping costs on returns will be paid unless previously authorized in writing. There are no refunds or returns on orders or purchases.

11.3. Custom Orders and Printing: The order is based on quantities listed with one delivery and a 10% over/under production target for printing or custom packaging, unless otherwise stated and subject to confirmation at the time of order placement. An additional 10% over the indicated order quantity may be added to the total cost to account for production overruns. There are no refunds or returns on custom orders or printing services. First-time plates will be calculated and billed upon receipt of the artwork. The Seller reserves the right to produce and bill for a variance in quantity according to the following scales: Up to 50,000 units for Pouches/Bags Impressions, the allowed variance is +/- 40%. For 50,001 to 100,000 units of Pouches/Bags Impressions, the allowed variance is +/- 25%. For 100,001 units or more of Pouches/Bags Impressions, the allowed variance is +/- 10%. For Unprinted Rollstock, the allowed variance is +/- 10%.


  1. Notices and Miscellaneous

12.1. Notices: All legal notices shall be in writing and be given by registered mail, postage prepaid, to the addresses hereinafter set forth: (a) if to Bags Etc, Inc., 26352 Ruether Ave., Santa Clarita, CA 91350, info@bagsetc.com, and (b) if to Buyer: at the Buyer's address as stated in the contract or at Buyer's head office. Any notice mailed shall be deemed to have been received on the 5th day after the date on which the notice was deposited in a post office for onward transmission.

12.2. Miscellaneous:

A) Entire Agreement: These Ts & Cs constitute the entire agreement between the Parties and supersede any and all prior agreements and any and all representations that may have been made with respect to the subject matter of this agreement.

B) Severability: Invalidity of any of these provisions will not affect the validity of any other provision, and the remaining provisions will remain in full force and effect.

C) Waiver: Failure by Bags Etc, Inc. to enforce any of these Ts & Cs in a particular instance will not constitute a waiver of, or preclude subsequent enforcement of, any of these provisions.

D) Assignment: Buyer shall not, without Bags Etc, Inc.'s prior written consent, assign any order, proposal, or claims relating in any manner to the Goods & Services.


  1. Compliance with Laws, Governing Law, Jurisdiction, and Dispute Resolution

13.1. Compliance with Laws: Both parties shall, to the best of their knowledge and abilities, comply with all applicable laws, regulations, and ordinances in connection with the performance of their obligations under this agreement. The Seller's liability for any non-compliance by the Buyer shall be limited to the extent permitted by law.

13.2. Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws provisions.

13.3. Negotiation: In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

13.4. Mediation: If the parties are unable to resolve the dispute through negotiation within thirty (30) days, they agree to engage in non-binding mediation with a neutral third-party mediator. The mediator will be selected by mutual agreement of the parties. The cost of the mediation shall be shared equally by the parties.

13.5. Arbitration: If the parties are unable to resolve the dispute through mediation within sixty (60) days, they agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association (AAA) or another arbitration provider as mutually agreed upon by the parties. The arbitration shall take place in the Seller's primary place of business, and the language of the arbitration shall be English. The arbitrator shall be selected by mutual agreement of the parties. The prevailing party in the arbitration shall be entitled to recover its reasonable attorney's fees and costs from the other party.

13.6. Waiver of Class Action: The parties agree that any arbitration proceeding will be conducted on an individual basis and not in a class, consolidated, or representative capacity. The parties further agree that they will not participate in any class action or other representative action concerning any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof.

13.7. Seller's Right to Seek Injunctive Relief: Notwithstanding the foregoing, the Seller shall have the right to seek and obtain injunctive relief, including specific performance, in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or any other proprietary rights.

13.8. Exclusive Jurisdiction and Venue: For purposes of any action brought as a result of or related to these Terms and Conditions, the Buyer and Seller hereby consent to, and waive any objections to, the exclusive jurisdiction of the Los Angeles County Superior Court, which serves Santa Clarita, California. The parties irrevocably and unconditionally waive any objection to the laying of the venue of any suit, action, or proceeding exclusively in such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

13.9. Attorneys' Fees: In the event of any dispute arising out of or relating to this agreement that results in arbitration, litigation, or any other legal proceeding, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, in addition to any other relief to which it may be entitled.


  1. Subcontracting

14.1 Seller's Right to Subcontract: The Seller reserves the right to subcontract any part of its obligations under this agreement at its sole discretion, without obtaining the Buyer's prior approval.

14.2. Subcontractor Responsibilities: The responsibility for the performance of any subcontracted obligations, including compliance with all applicable laws, regulations, and ordinances, shall lie solely with the subcontractor.

14.3. Limitation of Liability for Subcontractors: Notwithstanding any provision to the contrary in this agreement, the Seller shall not be liable for the acts and omissions of its subcontractors, and the Buyer agrees to seek any remedies directly from the subcontractor for any claims arising out of or relating to the subcontractor's performance. The Buyer acknowledges and agrees that its sole remedy against the subcontractor for any claims arising from the acts or omissions of the subcontractor shall be limited to the remedies provided for in this agreement or as otherwise available under applicable law.

This revision removes the responsibility of the Seller for the subcontractors' compliance with laws, regulations, and ordinances, as it is out of the Seller's control.



  1. Headings, No Construction Against Drafter, Waiver of Jury Trial, No Waiver, Language, and Survival

15.1. Headings & No Construction Against Drafter: The captions and headings of this Sales Offer are solely for the convenience of reference and shall not affect its interpretation. This Sales Offer shall be construed without regard to any presumption or rule requiring construction against the party causing this agreement to be drafted.

15.2. Waiver of Jury Trial: The parties to this Sales Offer waive their rights to trial by jury in any action or proceeding, at law or in equity, arising out of or relating to this Sales Offer.

15.3. No Waiver: No waiver of any of the terms or conditions of this agreement by Seller shall be deemed a continuing waiver of that or any other term or condition of this agreement.

15.4. Effect of Waiver: Failure of the Company to enforce any or all of the Terms and Conditions herein in a particular instance or instances shall not constitute a waiver or preclude later enforcement.

15.5. Language: The parties hereto have accepted that this agreement and all documents relating thereto be drawn up in the English language.

15.6. Survival: The provisions of this agreement that, by their nature, should survive termination or expiration of this agreement, including but not limited to, warranties, indemnities, intellectual property rights, governing law, jurisdiction, and miscellaneous provisions, shall survive any termination or expiration of this agreement.


  1. Delegation, Assignment, Severability, and Effect of Waiver

16.1. Delegation and Assignment: The Customer's rights and obligations under this agreement shall not be delegated or assigned without the Company's prior written consent. The Buyer shall not, without the Company's prior written consent, assign any order, proposal, or claims relating in any manner to the Goods & Services.

16.2. Severability: If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable by a court, such invalidity, illegality, or unenforceability shall not affect the other Terms and Conditions stated herein. The remaining Terms and Conditions shall continue in full force and effect, provided that they can be reasonably construed together without the provision declared invalid, illegal, or unenforceable.

16.3. Effect of Waiver: Failure of the Company to enforce any or all of the Terms and Conditions herein in a particular instance or instances shall not constitute a waiver or preclude later enforcement. The parties acknowledge that any waiver must be in writing and signed by the waiving party to be enforceable.


  1. Confidentiality

17.1. Confidential Information: The Buyer acknowledges that they may receive or have access to confidential information related to the Seller during the course of their business relationship. "Confidential Information" includes, but is not limited to, trade secrets, business strategies, financial data, customer lists, pricing, product information, and other non-public information that the Seller designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential.

17.2. Protection of Confidential Information: The Buyer agrees to hold the Seller's Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information. This includes but is not limited to, restricting access to the Confidential Information to those employees or representatives who have a legitimate need to know and are bound by confidentiality obligations at least as stringent as those contained in this agreement.

17.3. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach of this agreement; (b) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (c) is received from a third party who did not acquire or disclose the information by a wrongful or tortious act; or (d) can be shown by documentation to have been independently developed by the receiving party without reference to the Confidential Information.

17.4. Return or Destruction of Confidential Information: Upon the termination of the business relationship or upon the request of the Seller, the Buyer shall promptly return or, at the Seller's option, destroy all Confidential Information in its possession or control, including any copies, extracts, or summaries thereof, and shall certify in writing to the Seller that such return or destruction has been completed.

17.5. Duration of Confidentiality Obligations: The obligations under this section shall survive the termination of this agreement and shall continue for a period of three (3) years from the date of termination, or such longer period as may be required by applicable law.

17.6. Seller's Non-Liability: The Seller shall not be liable for any unauthorized disclosure or use of the Seller's Confidential Information by the Buyer or any third party, and the Seller makes no representations or warranties regarding the security, integrity, or confidentiality of the Seller's Confidential Information in the possession or control of the Buyer.


  1. Data Protection and Privacy

18.1. Buyer's Compliance with Data Protection Laws: The Buyer agrees to comply with all applicable data protection and privacy laws and regulations, including, but not limited to, the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as applicable, when handling or processing any personal data in connection with the products or services provided by the Seller.

18.2. Data Processing Agreement: If the Seller processes personal data on behalf of the Buyer, the parties shall enter into a separate Data Processing Agreement that sets forth the respective roles and responsibilities of the parties in relation to the processing of personal data, in accordance with the applicable data protection and privacy laws and regulations. The Seller's liability for any data processing activities under such Data Processing Agreement shall be limited to the extent permitted by law.

18.3. Seller's Data Security Measures: The Seller shall implement and maintain reasonable technical and organizational measures, in line with industry standards, to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage. The Buyer acknowledges and agrees that the Seller's data security measures are sufficient for the purposes of the business relationship and that the Seller shall not be liable for any data breaches or incidents beyond its reasonable control.

18.4. Notification of Data Breaches: In the event of a data breach affecting personal data processed by the Seller on behalf of the Buyer, the Seller shall notify the Buyer without undue delay, to the extent required by applicable law. The Seller's liability for any such data breach shall be limited to the extent permitted by law, and the Buyer shall indemnify and hold the Seller harmless from any claims, damages, or expenses arising from the data breach, unless the breach is solely attributable to the Seller's gross negligence or willful misconduct.

18.5. Data Subject Rights: The Buyer shall be solely responsible for responding to any requests from data subjects exercising their rights under applicable data protection and privacy laws and regulations, including, but not limited to, the right of access, rectification, erasure, restriction of processing, data portability, and objection to processing. The Seller shall provide reasonable assistance to the Buyer in responding to such requests, as required by law, but any costs or expenses incurred by the Seller in providing such assistance shall be borne by the Buyer.


  1. Termination

19.1. Grounds for Termination: Either party may terminate this agreement upon written notice to the other party if:

a) The other party materially breaches any term or condition of this agreement, and such breach remains uncured for a period of fifteen (15) days after written notice of the breach is provided to the breaching party; or

b) The other party becomes insolvent, files for bankruptcy, or is subject to any involuntary bankruptcy or insolvency proceedings that are not dismissed within thirty (30) days.

19.2. Seller's Right to Terminate for Convenience: The Seller may terminate this agreement for any reason or for no reason, upon providing fifteen (15) days' prior written notice to the Buyer. In the event of termination for convenience, the Seller shall not be liable for any damages or costs incurred by the Buyer.

19.3. Notice of Termination: Any notice of termination must be provided in writing and delivered to the other party in accordance with the notice provisions set forth in this agreement.

19.4. Consequences of Termination: Upon termination of this agreement, all rights and obligations of the parties under this agreement shall cease, except for those rights and obligations that, by their nature, are intended to survive termination, such as payment obligations, warranties, indemnification, intellectual property rights, confidentiality, governing law, dispute resolution, and other miscellaneous provisions.

19.5. No Liability for Termination: The Seller shall not be liable for any damages, losses, or costs incurred by the Buyer as a result of the termination of this agreement, except as specifically provided herein. In no event shall the Seller be liable for any indirect, consequential, or punitive damages arising from the termination of this agreement, and the Buyer waives any claim for such damages.


  1.  Statute of Limitation

20.1. Time Limit for Claims: No action related to, or arising out of, this Sales Offer shall be brought after one (1) year from the date of Product delivery, regardless of the legal theory under which such action is brought, including but not limited to, claims for breach of contract, negligence, product liability, or any other cause of action. This limitation applies to any claim or cause of action arising out of or in connection with the performance or nonperformance of the Seller, the Products, or any other aspect of this Sales Offer.

20.2. Waiver of Longer Statutory Periods: The parties acknowledge and agree that the one-year limitation period set forth in this section is a reasonable time limit for bringing claims and that any applicable statutory limitation periods exceeding one year are hereby waived and replaced with the one-year limitation period provided in this section.


  1. FLSA (Fair Labor Standards Act) Compliance

21.1. Compliance with FLSA: Seller warrants that in the production of the goods, there has been and will be no violation of Sections 6, 7, or 12 (as amended) of the United States Fair Labor Standards Act of 1938 or of any order of the Administrator issued under Section 14 of the Act. This warranty shall only apply to goods sold and delivered within the United States.

21.2. Exclusive Remedy: In the event of any claim or damage arising out of or related to any goods or services provided or to be provided under this agreement (whether such claim or damage is based on contract, tort, statute/law, or otherwise), Buyer's exclusive remedy against Seller shall be limited to:

a) Repayment of the purchase price, or if not paid, credit of the purchase price;

b) Replacement of the goods; or

c) Repair of the goods, as Seller elects.

21.3. Limitation of Liability: Seller's maximum monetary liability for defective or nonconforming goods, delay, failure to ship, or any other cause, shall be limited to the refund if paid, or credit of the purchase price of the goods subject to the claim. Seller shall in no event be liable for loss of profit, business contracts, revenue, downtime, anticipated savings, special, incidental, indirect, consequential, or penal damages arising from any aspect of this agreement.

21.4. No Implied Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. NONE SHALL BE IMPLIED BY LAW. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXCLUDED WHEN THE GOODS OR EQUIPMENT ARE SOLD "AS IS.”