The following terms and conditions apply to all sales unless specifically agreed to in writing by Canyon Plastics, Inc. (CPI) and its affiliates (“Seller”) as well as by third party vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. CPI’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.

  1. Price: The price is as stated in Seller’s quotation unless Seller otherwise agrees in writing. Any change in the quantity quoted and the quantity shipped or released may affect the price. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. The price does not include sales, use, excise or other taxes or customer duties, costs of pallets, shrink-wrap or other nonstandard packaging or insurance. Buyer shall pay such taxes and costs directly or reimburse Seller. Seller reserves the right to deliver 10% over or 10% under the quantity ordered by the Buyer. Unless expressly stated in writing to the contrary, Seller reserves the right to select its source of raw materials, suppliers or producers of the Buyer’s goods.
  2. Shipment: Unless otherwise expressly stated herein, the goods shall be shipped FOB Seller’s facility. Title and risk of loss shall pass to Buyer upon delivery to the carrier. Unless otherwise directed by Buyer before the date of shipment, Seller may select any reasonable method of shipment. Delivery dates are approximate and not guaranteed. Delivery is subject to Buyer maintaining credit satisfactory to Seller. Seller may suspend or delay performance of delivery at any time pending receipt of assurance, adequate to Seller, at Seller’s sole discretion, of Buyer’s ability to pay, including without limitation, full or partial payment or payment of any outstanding amounts owed. Failure to provide such assurance will entitle Seller to cancel this contract without further liability or obligation to Buyer.
  3. Force Majeure: Neither party shall be liable for its failure to perform  due  to any occurrence  beyond  its  reasonable  control,  including acts of God, fire, floods, war, terror, sabotage, accidents, labor disputes or shortages,  power  interruption,  governmental  laws,  ordinances and regulations, allocations and price restrictions, inability  to obtain  material,  equipment  or  transportation,  or any  other  similar occurrence; provided, however, Buyer’s payment for Products produced  and shipped  shall  not  be  suspended  by any  event  of force majeure. The party whose performance is prevented by any such occurrence shall promptly give written notice to the other party of the cessation of performance. The party affected by such occurrence shall use commercially reasonable efforts to minimize the effects of the force majeure event.  Under no circumstances shall Seller have any liability for penalties or other consequential damages of any kind resulting in whole or part from Seller’s delay in delivering or failure to deliver any products to Buyer as agreed.
  4. Payment: Unless otherwise agreed, payment terms shall be net 30 days. Late payments shall be subject to an interest charge of the highest interest rate permissible by law, plus collection and attorney’s fees. Buyer shall make no set-off deduction without Seller’s written consent. If payment is not made as provided herein, or if Buyer’s financial responsibility becomes unsatisfactory to Seller, Seller may, at its option (1) elect to withhold future deliveries of goods to Buyer until such breach has been cured or Buyer’s financial responsibility has been established to Seller’s satisfaction; (2)require payment in advance as to future deliveries; (3) demand return from Purchaser of any goods under this or any other invoice for which payment has not been made; or (4) cancel this Agreement. The remedies contained in this paragraph are cumulative and shall be in addition to any other remedies available to Seller under applicable law.
  5. Warranty: Seller warrants that products supplied to Buyer hereunder will conform to Seller’s specifications and will be free from defects in workmanship for a period of thirty (30) days from the date of shipment of the products. Buyer shall notify Seller within five (5) days of Buyer’s receipt of products, in writing, of any product defect, which notification shall describe the defect in sufficient detail to permit Seller to isolate the defect. There is no implied warranty of merchantability or of fitness for particular purpose and there are no warranties of any nature except as set forth in paragraph 6 herein. Seller shall have the right to inspect the goods claimed to be defective and shall have the right to determine the cause of such alleged defect. All goods replaced or repaired by Seller under its warranty shall be replaced or repaired F.O.B. Seller’s facility. Buyer’s exclusive remedy and Seller’s sole liability under this warranty will be, at its sole option and expense, to correct or replace the nonconforming or defective product or refund the purchase price to the Buyer. Defects that do not impair service shall not be a cause for rejection or recovery under any warranty. Buyer assumes full responsibility for the use and application of the product. Buyer accepts Seller’s design and material selection and specifications in placing this order unless other specifications are agreed to in writing by both parties prior to the manufacture of goods by Seller.
  6. Liability: The remedies set forth in these terms and conditions are exclusive, and Seller’s liability under this contract shall in no event extend to indirect, punitive, incidental or consequential damages which Buyer may suffer or incur in connection with the contract between Buyer and Seller, including, but not limited to loss of profits, damages or losses resulting from Buyer’s inability to fulfill contracts with third parties or loss of damages or losses resulting from Buyer’s inability to fulfill contracts with third parties or loss of goodwill. Seller’s liability under the contract between Buyer and Seller under any theory of law shall in no event exceed the purchase price of the goods in question.
  7. Claims: Any claims by Buyer must be received by Seller in writing within thirty (30) days of the date of delivery or non-delivery. Failure to deliver notice of claim to Seller within such thirty (30) day period will constitute a waiver by Buyer of all claims in respect of such delivery or non-delivery. In addition, the Seller does not warrant or represent that the Product is fit for any specific use or purpose notwithstanding any communication, whether oral or written, received by Seller from the Buyer who assumes full responsibility for the fitness of the Product for any specific user or purpose.
  8. Intellectual Property Rights: Seller has no knowledge of Buyer’s intended uses but has provided products based solely upon information furnished to Seller by the Purchaser. Seller makes no representations or warranties to the Buyer regarding any infringement of Intellectual Property Rights (or the absence thereof) resulting from the use of the Products. Seller reserves all Intellectual Property Rights it may have in the Products. All Intellectual Property Rights with respect to any design and/or invention conceived or first reduced to practice, by Seller in connection with the Products shall remain the property of Seller.
  9. Ownership of drawing, patents and other property: All drawings, illustrations, negatives, litho positives, dimensions, specifications performance projections, designs, plans, computations, and descriptions prepared by Seller in connection with any work quotations, or contract, whether of products or general engineering or other arrangements are Seller’s property and must not be copied or disclosed to any other persons or used for any purpose whatsoever without Seller’s prior written consent. Artwork, tooling, molds which are billed and paid for by Buyer shall be released to Buyer upon request and subject to full payment of all outstanding invoices of Buyer. Seller will not be responsible for any material left in its possession and not used for a period greater than two (2) years.
  10. Remedies: Seller reserves the right (a) to invoice Buyer for and/or ship, any Products at any time on or after date of manufacture or Buyer’s initial requested shipping date as shown on the face hereof, whichever is the later; (b) to transfer to its general stock any Products ordered by Buyer for which Seller shall have been given no instructions for shipment to be made within thirty (30)  days following  the date of manufacture or Buyer’s initial requested shipping date, whichever is later, or (c) to resell for any prices and on any terms Seller may choose, or to scrap any Product for which Buyer’s initial requested shipping date or date of manufacture, whichever date shall last occur, and to invoice Buyer for such products according to Seller’s then current price list less net proceeds from any resale of any net scrap value. Seller reserves the right to access storage charges on all Product held in storage by Seller in excess of thirty (30) days following completion of the order or thirty (30) days after the Buyer’s acknowledged availability date, whichever is later. Except as stated herein to the contrary, no Product may be returned without the written authorization of Seller. Buyer grants and Seller retains a security interest in all the merchandise sold and proceeds thereof until the purchase price is paid in full. Checks do not constitute payment in full and do not satisfy or suspend the obligation to pay the purchase price until such checks have cleared Purchaser’s bank. If Buyer commits a breach of any of the provisions of this Agreement; or if Buyer defaults in the payment of any indebtedness to Seller whether or not under this Agreement; or if any bankruptcy; receivership, insolvency or reorganization proceedings are instituted by or against Buyer, then in any such event Seller shall have the right, in addition to any other rights and remedies it may have, to suspend deliveries hereunder or to terminate this Agreement.
  11. Cancellations and Return of Goods: No purchase order issued by the Buyer that has been confirmed by the Seller may be cancelled or the manufacture of goods there under suspended after the date of the sales confirmation without the sole and express consent of Seller. Upon cancellation or suspension at the request of the Buyer, and acceptance by the Seller, Buyer shall reimburse the Seller promptly for all expenditures incurred by Seller, including, but not limited to, material used, labor, and a proportionate share of direct manufacturing, selling, general and administrative expenses, and profits which would have been earned under the purchase order. No Goods shall be returned to Seller (whether due to cancellation of a purchase order or for any other reason not the fault of the company) without prior written authorization from the Seller.
  12. Indemnity: Buyer shall indemnify and hold Seller harmless from and against all claims and causes of action for damages and expenses of every kind and character including costs of suit and reasonable attorney’s fees asserted against Seller, its agents, and employees arising out of or in any manner connected with the product or use of the product listed on the face hereof. The obligation to indemnify under this shall survive the termination or expiration of the accepted order.
  13. Assignment: Without the express written consent of the other party, neither party may assign any of its rights or obligations in connection with the sale of the goods.
  14. Changes, Modification, Waiver: No change in specifications, drawings or delivery for the goods may be made without the prior written consent of Seller. These terms may be modified only in writing signed by an authorized representative of the Seller. Seller’s waiver of Buyer’s default under any term or condition shall not constitute a waiver of any further defaults. Seller reserves the right to a Buyer’s cost adjustment when the initial production of Buyer’s product constitutes a production alteration versus the original quotation as represented by a Buyer/Seller confirmation.
  15. Notice: Any notice to be provided to Seller hereunder must be in writing and transmitted by U.S. First Class Mail, addressed to: Canyon Plastics, Inc., 28455 Livingston Avenue, Valencia, California 91355, Attention: Controller, and by facsimile: (661) 257-1680.
  16. Storage Fees: All completed orders, ready to ship, need to ship within 7 working days of release date.  Orders not picked up within this time frame will accrue a 2.5% total order fee every two weeks invoiced directly to their account.
  17. Governing Law: The contract between Seller and Buyer shall be governed by the laws of the State of California. Buyer and Seller consent to the jurisdiction of the Courts of the State of California with venue in Los Angeles County, and any litigation involving the contract shall be commenced only in Los Angeles County District Court, State of California.
  18. Entire Agreement: The contract between Buyer and Seller, including these terms and conditions, constitutes the entire agreement between the parties with respect to its subject matter, and any prior contemporaneous communications or agreements other than any pre-existing blanket sales agreement are hereby superseded. The contract may not be terminated or modified by any party unless in writing, signed by both Seller and Buyer. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.