Terms and Conditions
Terms and Conditions These Terms are incorporated into and form part of your Purchase Order for Goods. You automatically consent once you approved and/or sent payment. Please read them carefully.
(a) “Agreement” means the PO and these Terms;
(b) “VPP” means Vancouver Premium Packaging Ltd.;
(c) “Goods” means items purchased by Purchaser pursuant to a PO;
(d) “Purchaser” means the party placing an order for Goods pursuant to a PO;
(e) “PO” means each purchase order issued by Purchaser for Goods, or where no purchase order has been issued, means an accepted quote for Goods subsequently ordered; and
(f) “Terms” means these Terms and Conditions.
2. Shipment, Delivery and Acceptance
2.1 Shipment and Delivery
Unless otherwise expressly stated in the PO, VPP will select the method of shipment and carrier for the Goods. VPP may, in its sole discretion, make partial shipments. Each shipment will constitute a separate sale and Purchaser will pay for the shipped Goods in accordance with the payment terms specified in these Terms, whether such shipment is in whole or partial fulfilment of the Goods. VPP will cause the delivery of the Goods to the delivery address specified in the PO, or as otherwise agreed between the parties.
2.2 Production Quantity Over/Under Run
A shipment of Goods may be over or under the quantity specified in a PO by up to 10% and the parties accept such quantity without adjustment to the Purchase Price.
2.3 Timing of Delivery
Any time or date quoted for delivery is an estimate only. VPP will use reasonable efforts to deliver all Goods on or before the agreed upon delivery date as set out in the accepted PO. If a shipment of Goods is delayed for more than 28 days after the agreed upon delivery date and if such delay is not due to any action or inaction of Purchaser, Purchaser may, as its sole remedy, cancel the portion of the PO covering the delayed Goods by giving written notice to VPP . Subject to the foregoing, no delay in shipment or delivery relieves Purchaser of its obligations hereunder.
2.4 Transfer of Title and Risk of Loss
Unless otherwise set out in the PO, transfer of title and risk of loss are FOB Origin.
2.5 Inspection and Acceptance
Purchaser will inspect all Goods received under the PO within 7 Days of receipt (the “Inspection Period”) and either accept or, only if any such Goods do not materially conform with the specifications set out in the PO, reject such quantity of Goods that do not materially conform with such specifications. Purchaser will be deemed to have accepted the Goods unless it provides VPP with written notice of any nonconforming Goods within the Inspection Period, specifying all defects and non-conformities and furnishing such other written evidence or documentation as may be reasonably required by VPP. All defects and non-conformities not specified will be deemed waived by Purchaser and such Goods will be deemed accepted by Purchaser, at VPP’s sole discretion. If Purchaser notifies VPP of any nonconforming Goods during the Inspection Period, VPP will determine, in its reasonable discretion, whether the Goods are non-conforming. If VPP determines that such Goods are non-conforming, VPP will, in its sole discretion, either: (a) replace the non-conforming Goods with conforming Goods; or (b) refund the amount paid for such nonconforming Goods returned by Purchaser. Purchaser will ship all non-conforming Goods as directed by VPP . If VPP exercises its option to replace non-conforming Goods, VPP will ship to the delivery address specified in the PO or otherwise agreed, at VPP’s expense, the replacement Goods. THE REMEDIES SET FORTH IN THIS SECTION ARE PURCHASER’S EXCLUSIVE REMEDY FOR THE DELIVERY OF NON-CONFORMING GOODS.
3. Price and Payment
3.1 Purchase Price
Purchaser will purchase Goods at the price set forth in the PO.
Unless stated in the PO, Purchaser will pay for all transporting, loading, unloading customs, tariffs, duties, vacuum bagging for items shipped by ocean, shipping charges and insurance costs, and applicable taxes, (such as GST, HST, PST, and other value added taxes, if any), in addition to the Purchase Price. All payments will be in the currency as specified in a PO, or if no currency is specified, Canadian dollars.
3.2 Payment Terms
Purchaser will pay the Purchase Price as set out in the payment details of the PO. If no payment terms are set out in the PO, payments will be by wire transfer, electronic funds or credit card, payable in advance, as determined by VPP .
3.3 Late Payment
In the event of late payments, VPP may suspend Purchaser’s account until such time as payment has been made in full. Purchaser will reimburse VPP for all costs and expenses incurred in collecting any late payments, including legal fees and court costs.
4. Art Work and Other Specifications
Purchaser represents and warrants that it has all secured intellectual property rights to the art work as may be required to permit VPP to manufacture the Goods containing such artwork without liability to VPP and indemnifies VPP of and from all claims with respect to such art work. Purchaser further represents and warrants that all print elements to be placed on or within the Goods are in accordance with all applicable local, state (or provincial), and federal laws. Purchaser is solely responsible for the accuracy of all data and specifications supplied to VPP and will accept all products manufactured in accordance with said specifications. If Purchaser desires to change the specifications, Purchaser will submit a request to VPP , in writing, prior to the manufacturing date and VPP will use reasonable efforts to accept such changes. VPP will notify Purchaser of any adjustments to the Purchase Price resulting from such changes.
Unless waived by Purchaser, VPP will provide Purchaser with digital proofs prior to the first production of Goods. VPP is not responsible for any errors after a proof has been approved by Purchaser. Additions, deletions and changes not on the original proof may require artwork changes and may result in a higher purchase price. For all subsequent orders of previously approved Goods, VPP will not be required to provide a proof.
5. Disclaimer and Limitation of Liability
NEITHER VPP NOR ANY PERSON ON VPP’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR CONDITION WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR PERFORMANCE OF THE GOODS TO STANDARDS SPECIFIC TO THE COUNTRY OF EXPORT OR IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ALL CASES, VPP’S AGGREGATE AND TOTAL LIABILITY UNDER EACH PO WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE AMOUNTS PAID BY PURCHASER TO VPP FOR THE GOODS PURSUANT TO THE PO ON WHICH SUCH CLAIM IS BASED.
Purchaser will indemnify, defend and hold harmless VPP and its affiliates and each of their officers, directors, employees and agents (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgements, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and disbursements incurred by the Indemnified Parties (collectively, "Losses"), relating to or arising out of or resulting from any third-party claim against the Indemnified Parties based on Purchaser’s use of the Goods.
(a) Any delay or failure of VPP to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused by an event beyond VPP’s reasonable control;
(b) The failure of VPP to insist upon the strict compliance with any term hereof shall not constitute a waiver of any other term of this Agreement;
(c) Purchaser may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of VPP;
(d) This Agreement enures to the benefit of and is binding upon VPPand Purchaser and their respective successors and permitted assigns;
(e) This Agreement will be governed by the laws of B.C. and the parties attorn to the exclusive jurisdiction of the courts of B.C.;
(f) The PO, with these Terms, is the entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior agreements, representations and warranties, both written and oral; and
(g) The PO may be executed in counterparts all of which together is deemed to be one and the same agreement. A PO delivered by facsimile, or accepted via e-mail or other electronic means is deemed to have the same legal effect as delivery of an original signed copy of a PO.
Product Specific Terms and Conditions
Custom Manufactured Pouches, Cartons & Labels:
1. All custom orders may not be cancelled once approved.
2. Deposits and Payment Terms:
a. Pouch Production: 50% upon order.
b. Labels: 50% upon order.
c. Cartons: 50% upon order.
*** VPP reserves the right to request payment in full upon order for invoice amounts less in value than $2,000 or intended for markets which are deemed new or insecure or for any Purchaser who does not get approved for credit terms.
d. Any fees related to custom die/special tools/PDF Proofs needed for production.
e. All applicable taxes.
*** Balance is always due when product manufacturing is complete and ready to ship.
3. Deposits are non-refundable.
4. Deposits must be paid to the company prior to production. Accepted forms of payment: Visa, MasterCard, American Express, Cheque, Wire Payment or Cash. For transactions exceeding $1,000 payment must be made via Interac E-transfer, Certified Cheque or Wire Payment; if a Purchaser wishes to process payment using a Credit card – a 3% surcharge will be applicable.
5. Payment balance must be received in full prior to the order being shipped from or picked up from the VPP warehouse.
6. Orders must be picked-up within 3 weeks of notification from VPP (Purchaser will be notified once order is ready for shipping). If order is not picked-up within 3 weeks, warehousing fees will be applicable.
Order will be disposed if not picked-up within 3 Months of manufacturing; cost of such disposal will be invoiced to the Purchaser.
7. All Over-runs in production of the product will be added to the final invoice to the Purchaser. (Over-run may range between 10% depending on order quantity). If there is an under-run of product, the final invoice will be adjusted to final quantity of bags delivered to Purchaser.
8. The Company is not responsible for any spelling/grammatical errors, or for failing to display any information which is regulated by a controlling body for the specific product. It is the Purchasers responsibility to proof read the content and information to be printed onto the product bags. VPP will print as per the approved die lines received from the Purchaser.
9. VPP is not responsible for any damage to the product which may occur during the shipping and handling.
10.VPP is only responsible for the value of the packaging sold by them and will not be held responsible/liable for the contents of the bag during the filling process.
11. The company does not assume responsibility for Purchaser’s timelines due to any delays in shipping, production delays or transport delays that may occur which are out of our control.
12. All prices provided are FOB VPP warehouse.
13. The Purchaser gives the company and its affiliates permission to use the printed and custom bags as production samples to display at trade-shows and further consents to VPP to showcase their custom printed pouch in their advertising and publications through social media, public marketing, printed matter and websites to show the scope of their manufacturing capabilities. Any objection to this condition must be formally provided on company letterhead with ample time for VPP to remedy.
14. Quotations are valid for 30 days; prices are subject to change on future orders without notice
15. All digital artfiles sent by Purchaser must confirm to our artguidlines LINK. VPP retains the right to reject the artfile when nonconfirming and request design fee charges to correct the design file for production purposes.
16. Colour Accuracy
a. Digital Printing & Labels; All files in digital printing; unless formerly requested by the Purchaser will be printed with a CMYK printing process without colour matching which can result in colours being different in shade, tone, etc from the colour that will be viewed on printed proofs and computer screens. If specific Pantone colours are required; please indicate them on the die line as well as PO’s and ensure that this information is outlined on the order confirmation as it can affect pricing. Slight color variations may occur due to printing variables, both between batches and occasionally within a batch.
b. Roto-Gravure Printing; Please indicate Pantone colours with artwork submission to ensure colour accuracy when printing
***For all printing methods; we recommend supplying a physical printed proof to colour match as well as requesting a printed proof from our pre-press department so that the Purchaser can satisfy themselves that the colours are accurate and match their requirements.
17. The Purchaser must sign off on final proofs prior to production and is responsible to verify all sizes/dimensions and specifications on die-lines prior to signing. Purchasers bear the explicit duty to meticulously review all artwork for errors. Signing on the die-line confirms approval from the Purchaser that all information provided on the die-line is accurate and ready for production. VPP explicitly disclaims any responsibility for reviewing content for spelling or other errors.
Base cost for printed proofs is $300. Cost for printed proofs can vary and will be quoted on a per-basis system.
18. Production Deviations
a) Size deviations can be observed for 2-3mm in width, height, depth. during the printing, laminating, and converting processes for goods.
b) Due to film intricacies and adherence to standard manufacturing practices, VPP upholds a shift tolerance of 3-5mm. This tolerance extends to various elements, including artwork, tear notches, valves, zippers, tin ties, seal widths, gussets, and hang holes.
c) Cutting tolerances of 2-3mm may lead to an overlap of the design for edge-to-edge printed products. It is strongly advised to maintain approximately 5mm of print-free space.
d) Due to the nature of commercial pouch production; it is possible that during the heat sealing process and shaping of the pouches that some colours become faded or change in shade. This is not in our control and will not be deemed un-usable by the Purchaser and must be accepted.
19. In the case that an order is processed via a Third Party, Re-Seller or Distributor and where the signed documentation relating to the Proofs, Terms and Conditions, Order Details, Order Confirmation etc. where the agreement is signed by someone other than the Officer of the Company’s who design / artwork we are printing and manufacturing. The Re-Seller / Third Party is responsible for presenting all our terms and conditions to the Officer of the Company it represents and confirms the terms and conditions laid out in this Agreement are fully accepted by the Company.
20. The Purchaser personally guarantees the payment of all obligations to VPP upon placing an order and hereby agrees to bind him/herself to pay on demand any sum which may become due to VPP. This guarantee shall be a continuing and irrevocable guarantee and action may be taken against the Purchaser for any non payment without notice thereof.
21. Stock sizes and weights of goods are approximate only and may not correspond with their contractual description provided that any such differences do not make the goods unsuitable for the buyer’s purposes.
Hot Stamping Feature:
1. Hot stamping is a manual artisan process using a physical plate and cannot be 100% perfect in positioning and print for the entire production order. In ordering Hot Stamped items; the Purchaser understand this.
2. As the hot stamp is not protected by varnishes, surface lamination, etc; it is possible depending on the finish of the bag and colour that is hot stamped or the Hot Stamp to be rubbed off, scratched off, etc
3. VPP offers no guarantee for any period of time that the hot stamp will remain on the pouches or item which has been hot stamped.
4. Purchaser must satisfy himself that this product, bag finish and colour will be satisfactory for them in relation to the longevity of the hot stamp on the said item.
5. Placement of Hot Stamp onto pouch, box, object, etc. can be within a 5mm tolerance.