Terms of Use

PRETIUM PACKAGING: TERMS AND CONDITIONS OF SALE

Effective March 1, 2026

1. ACCEPTANCE:

These Terms and Conditions of Sale (“Terms and Conditions”) represent the entire and exclusive agreement between Pretium Packaging, L.L.C., together with all of its direct and indirect subsidiaries and affiliates (collectively, “PRETIUM PACKAGING”) and its customer (“Purchaser”) for all orders by Purchaser of any products (“Product”) from PRETIUM PACKAGING. These Terms and Conditions become a binding contract when accepted by issuance of a written purchase order (“Purchase Order”) by PRETIUM PACKAGING to Purchaser. All quotations made and orders accepted are subject to applicable regulations and orders of government agencies and are subject to final acceptance or confirmation in writing by PRETIUM PACKAGING. No terms or orders are binding upon PRETIUM PACKAGING until so accepted in writing.

2. SHIPMENTS; RISK OF LOSS:

Unless otherwise stated by PRETIUM PACKAGING in writing, all deliveries will be FOB PRETIUM PACKAGING’s warehouse. The Product will be shipped at PRETIUM PACKAGING’s earliest convenience and PRETIUM PACKAGING shall select the point and route of shipment. PRETIUM PACKAGING’s weights and measures shall govern, except in cases of proved error. Overruns or under-runs not exceeding 10% of the amount ordered shall be considered acceptable delivery. The excess or deficiency shall be charged proportionately. Unless expressly stated in writing to the contrary, PRETIUM PACKAGING reserves the right to select its source of raw materials, suppliers or producers of the Product. All deliveries will be made via common carrier or other reasonable means chosen by PRETIUM PACKAGING unless otherwise specified by Purchaser and accepted by PRETIUM PACKAGING. All risk of loss to Products sold shall pass to Purchaser upon removal of the Product from PRETIUM PACKAGING’S manufacturing facility by Purchaser or a common carrier. Delivery schedules represent estimates by PRETIUM PACKAGING and partial deliveries are permissible. PRETIUM PACKAGING shall not be liable for any loss or damage in transit, nor for any delay in the performance of orders or contracts or in the delivery or shipment of Products or for any damages suffered by Purchaser by reason of such delay. Delivery of Product is subject to Purchaser maintaining credit satisfactory to PRETIUM PACKAGING. PRETIUM PACKAGING may suspend or delay performance of delivery at any time pending receipt of assurance, adequate to PRETIUM PACKAGING, at PRETIUM PACKAGING’s sole discretion, of Purchaser’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 PRETIUM PACKAGING to cancel any Purchase Order without further liability or obligation to Purchaser.

3. HELD INVENTORY:

Without limiting any other rights PRETIUM PACKAGING may have hereunder, if the shipment of the Product is delayed as a result of any action or inaction of Purchaser: (a) the shipment date agreed upon by PRETIUM PACKAGING and Purchaser, and (b) the date on which the Product is available for shipment (the later of (a) and (b), the “Available Date”), Purchaser shall pay PRETIUM PACKAGING a warehouse charge equal to 8% of the purchase price of the Product for each month or portion beyond the Available Date while the Product remains unshipped. PRETIUM PACKAGING may refuse to accept or procure any existing or additional Purchase Orders from Purchaser while the Product remains unshipped. 

The Product will be invoiced and shipped to a destination specified by Purchaser at Purchaser’s sole cost and expense. If no destination is so specified, PRETIUM PACKAGING may cancel all of Purchaser’s purchase orders and deliveries and sell or otherwise dispose of the unshipped Product without in any way limiting or waiving PRETIUM PACKAGING’s other remedies at law or in equity. If PRETIUM PACKAGING utilizes a collection agency or an attorney to collect any unpaid amount owed or to assist in exercising PRETIUM PACKAGING’s rights hereunder, Purchaser shall be obligated to reimburse PRETIUM PACKAGING for the collection agency fees and attorney fees and expenses, including court costs incurred, regardless of whether litigation is actually filed. 

4. PRICE:

All prices are subject to change without notice. All orders will be invoiced at prices in effect on the day of shipment. Prices are subject to adjustments for changes in raw materials as may be directly incurred by PRETIUM PACKAGING between the date thereof and the date on which such materials are utilized by PRETIUM PACKAGING in fulfilling any order.

5. TERMS OF PAYMENT:

Purchaser shall make payments to PRETIUM PACKAGING without discount within thirty (30) days after date of invoice. Late payments will be subject to a late charge of 1.5% per month, or the highest amount allowed by applicable law, whichever is lower. If payment is not made as provided herein, or if Purchaser’s financial responsibility becomes unsatisfactory to PRETIUM PACKAGING, PRETIUM PACKAGING may, at its option (a) elect to withhold or delay future deliveries of goods to Purchaser until such breach has been cured or Purchaser’s financial responsibility has been established to PRETIUM PACKAGING’s satisfaction; (b) require payment in advance for any future deliveries; (c) stop delivery of any Products in transit and caused such Products in transit to be returned to PRETIUM PACKAGING or demand return from Purchaser of any Products under this or any other invoice for which payment has not been made; (d) reject any Purchase Orders received by Purchaser; (e) accelerate the due date of all amounts owing by Purchaser; or (f) cancel any and all previously accepted Purchase Orders. The remedies contained in this paragraph are cumulative and shall be in addition to any other remedies available to PRETIUM PACKAGING under applicable law.

6. RETURNS:

Within thirty (30) days after Purchaser’s receipt of Products, Purchaser must give written notice to PRETIUM PACKAGING of any claim by Purchaser based upon condition, quality or grade of Products or of any claimed nonconformity with any specifications previously provided to and agreed upon by PRETIUM PACKAGING by Purchaser. Purchaser’s failure to comply with this policy will constitute irrevocable acceptance by Purchaser of the Products and will bind Purchaser to pay PRETIUM PACKAGING for the full price of the Products, and Purchaser will waive any right to receive a replacement for the Products or raise any other claim. Accepted Products may not be returned for any reason without PRETIUM PACKAGING’s written consent. All requests should be directed to PRETIUM PACKAGING CUSTOMER SERVICE, 1555 Page Industrial Blvd, St. Louis, MO 63132; Email customerorders@pretiumpkg.com; Phone 314-727-8200; Fax 314-427-5445.

Upon receipt of Purchaser’s return request, PRETIUM PACKAGING will, in its sole discretion and at Purchaser’s sole expense, either replace or repair the Product at issue or refund the purchase price thereof. Purchaser shall compensate PRETIUM PACKAGING for all out-of-pocket costs incurred by PRETIUM PACKAGING associated with any accepted returns of Product.

7. NON-CUSTOMARY SERVICE:

Unless the Purchaser requests in writing that the Product be cleaned, washed, sterilized, or packaged in a particular manner other than that which is customary (such non-customary cleaning, washing, sterilization or packaging, collectively, “Service”), and PRETIUM PACKAGING confirms in writing that it will perform the Service, and Purchaser agrees to pay the additional cost to PRETIUM PACKAGING as consideration for performing any such Service, PRETIUM PACKAGING shall have no obligation or responsibility, and Purchaser shall make no assumption, that PRETIUM PACKAGING will perform such Service.

8. CANCELLATION / CHANGES:

PRETIUM PACKAGING and Purchaser recognize that a Purchase Order is a legal instrument that is binding upon Purchaser under the Uniform Commercial Code (UCC). Upon receipt of Purchaser’s Purchase Order signifying its intent to pay for Products rendered, PRETIUM PACKAGING may begin activities to produce the ordered Product in good faith. Purchaser hereby acknowledges and agrees that, beginning seven (7) days prior to PRETIUM PACKAGING beginning production of the Products, Purchaser shall not be permitted to cancel the Purchase Order and PRETIUM PACKAGING will not accept any cancellations thereof. Purchaser shall remain responsible for fulfilling all payment obligations hereunder.

COVID-19: This COVID-19 provision is applicable to any Purchase Order for which these Terms and Conditions apply and will control over any terms in conflict with this provision between PRETIUM PACKAGING and Purchaser. PRETIUM PACKAGING’s products continue to be critical in the response to the pandemic. As a result, the demand for PRETIUM PACKAGING’s products has increased dramatically at the same time that the availability of materials, labor, and distribution channels has become less certain. PRETIUM PACKAGING will not be liable for any costs or damages incurred by Purchaser or otherwise as a result, directly or indirectly, of a delayed or failed delivery of any Product to Purchaser under any Purchase Order.

9. TAXES:

All taxes, tariffs, duties, charges, and other levies and costs imposed by federal, state, provincial, or local government on the manufacture, sale, shipment or use of the Product (other than income and excess profit taxes) shall be paid by the Purchaser.

10. PRETIUM PACKAGING’S WARRANTY:

PRETIUM PACKAGING warrants that it has title to any Product delivered hereunder and may properly sell the same to Purchaser, and that such Product will conform to PRETIUM PACKAGING’s standard specifications or to the specifications attached to a Purchase Order and agreed upon in writing by PRETIUM PACKAGING, if any. PRETIUM PACKAGING MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED OR OTHERWISE, CONCERNING THE PRODUCT OR THE MERCHANTABILITY, FITNESS  FOR A PARTICULAR PURPOSE, INTELLECTUAL PROPERTY INFRINGEMENT, OR ANY OTHER MATTER WHATSOEVER.  PRETIUM PACKAGING EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY RELATED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER PRODUCT IS USED ALONE OR IN COMBINATION WITH OTHER MATERIAL PURCHASED OR ORDERED EITHER FROM PRETIUM PACKAGING OR OTHERWISE OBTAINED. For example, but not by way of limitation, PRETIUM PACKAGING makes no warranty or representation of any kind concerning Product’s compliance with requirements regarding Resin Identification Codes and other plastic content and recyclability symbols and standards. PRETIUM PACKAGING’s production and delivery of Products hereunder is made without knowledge of the state, province or country in which Purchaser intends to offer for sale, sell, or distribute the goods placed within the Product obtained from PRETIUM PACKAGING.

PRETIUM PACKAGING shall not be liable for special, indirect or consequential damages of any kind under these Terms and Conditions or otherwise, whether or not caused by negligence and whether or not PRETIUM PACKAGING was made aware of the possibility of such damages. PRETIUM PACKAGING assumes no risk whatsoever as to the result of the use of Product either singly or in combination with other material or products. Notwithstanding anything to the contrary contained herein, Purchaser must notify PRETIUM PACKAGING promptly, but in no later than thirty (30) business days, after the receipt of Product of any questions as to the compliance of the Product with any Product specifications. Failure to do so shall effect a waiver of any claim of defect for discovered or later discovered non-compliance or alleged non-compliance. Purchaser assumes full responsibility to analyze and inspect Product, and PRETIUM PACKAGING shall have no liability to Purchaser or any third party if Purchaser uses or distributes in commerce any Product that does not conform to the Product specifications, or applicable laws in any jurisdiction in which Purchaser chooses to distribute the Product.

11. PURCHASER’S REPRESENTATIONS AND WARRANTIES:

Purchaser represents and warrants that (a) it is familiar with the characteristics, including but not limited to material type and form, of the Product it is hereby ordering from PRETIUM PACKAGING and any packaging or modifications Purchaser may intend to make or apply to the Product; (b) it is familiar with the plastic content and recyclability symbols and standards on the Product it is hereby ordering from PRETIUM PACKAGING; and (c) it has investigated the markets into which Purchaser will offer for sale, sell or distribute the goods placed within the Product obtained from PRETIUM PACKAGING hereunder, including the applicable requirements respecting Resin Identification Codes and other plastic content and recyclability symbols and standards. By submitting a Purchase Order, Purchaser hereby assumes all responsibility and liability for Purchaser’s use, marketing and distribution of the Product, and Purchaser hereby assumes full responsibility for the fitness of the Product for any specific use or purpose, and for verifying that the Product is in full and complete compliance with any and all applicable requirements related to container labeling, including, but not limited to, Resin Identification Codes or other plastic content and recyclability symbols.

Purchaser agrees to specify to PRETIUM PACKAGING the Resin Identification Codes and other plastic content and recyclability symbols required to be placed on the Product, and hereby agrees and acknowledges that PRETIUM PACKAGING may rely absolutely on Purchaser’s determination that such Resin Identification Codes and other plastic content and recyclability symbols placed by PRETIUM PACKAGING on the Product are compliant in the jurisdiction in which Purchaser intends to offer for sale, sell or distribute Purchaser’s goods placed within the Product obtained from PRETIUM PACKAGING. Purchaser, and Purchaser alone, shall be responsible and liable for all costs and expenses associated with any product ban or recall imposed due to any claim made respecting the accuracy or compliance of the Resin Identification Code or other plastic content or recyclability symbols contained on the Product.

12. PURCHASER’S INDEMNIFICATION:

Purchaser hereby agrees to fully defend, indemnify and hold harmless PRETIUM PACKAGING, including its officers, directors, members, agents, employees, contractors, subsidiaries and affiliates, and each of their successors and assigns, from and against any and all claims, losses, liabilities, judgments, damages, demands, government investigations or prosecutions, product recalls, citizen suits, charges, fines, penalties, orders, directives, and all injuries to persons or property, including reasonable attorney fees, caused by or arising from or relating to any breach by Purchaser of any the terms or conditions contained herein, or Purchaser’s direct or indirect sale, offering for sale, handling, labeling, packaging, modification and/or distribution of the Products, whether arising by statute, regulation or at common law (collectively, “Indemnified Claims”).  By way of example, and not by way of limitation, Indemnified Claims may arise from or relate to requirements regarding Resin Identification Codes or other plastic content or recyclability symbols.  By way of further example, and without limitation, Indemnified Claims may arise from or relate to Purchaser’s (a) failure to verify the Product’s compliance with applicable requirements in locations where Purchaser offers for sale, sells or distributes the Product; (b) offering for sale, selling, or distributing the Product to states, provinces and countries where the Product may not comply with applicable requirements; (c) failure to specify, purchase, and utilize required symbols, markings or labels to ensure compliance with any such applicable state, provincial or country requirements; (d) packaging, labeling or modifying the Product so as to impact the Product’s recyclability; or (e) failure to comply with applicable requirements on documenting Product recyclability.

Upon PRETIUM PACKAGING notifying Purchaser in writing of any Indemnified Claim, Purchaser shall promptly acknowledge in writing its willingness to fully defend, indemnify and hold harmless PRETIUM PACKAGING hereunder. If Purchaser fails to do so, PRETIUM PACKAGING may select counsel and defend, compromise and/or settle such Indemnified Claim in its sole discretion and recover all costs thereof from Purchaser hereunder. Purchaser’s duties and obligations hereunder shall survive the completion or earlier termination of these Terms and Conditions. Interest on any amounts expended by PRETIUM PACKAGING hereunder shall be 12% per annum, compounded monthly, from the date the claim notice is received by Purchaser.

13. LIMITATION OF LIABILITY:

THE TOTAL LIABILITY OF PRETIUM PACKAGING AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS HEREUNDER, WHETHER BASED UPON OR ARISING OUT OF DELIVERY OR NON-DELIVERY OF PRODUCT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, CONTRACT, WARRANTY, MISREPRESENTATION, INTELLECTUAL PROPERTY INFRINGEMENT, OR OTHERWISE, SHALL NO EXCEED THE PURCHASE PRICE ACTUALLY PAID TO PRETIUM PACKAGING FOR THE PRODUCT GIVING RISE TO THE CLAIM IN THE ONE HUNDRED EIGHTY (180)-DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Any claims by Purchaser must be received by PRETIUM PACKAGING in writing within sixty (60) days of the date of delivery or alleged non-delivery. Failure to deliver notice of claim to PRETIUM PACKAGING within such sixty (60) day period will constitute an irrevocable waiver by Purchaser of all claims in respect of such delivery or alleged non-delivery.

14. INTELLECTUAL PROPERTY RIGHTS:

PRETIUM PACKAGING has no knowledge of Purchaser’s intended uses of the Product and has provided Products based solely upon information furnished to PRETIUM PACKAGING by the Purchaser. PRETIUM PACKAGING makes no representations or warranties to the Purchaser regarding any infringement of any intellectual property rights (“Intellectual Property Rights”) (or the absence thereof) resulting from the use of the Products. PRETIUM PACKAGING reserves all Intellectual Property Rights it may have in the Products, and Purchaser agrees that any and all Intellectual Property Rights of PRETIUM PACKAGING are the sole and exclusive property of PRETIUM PACKAGING. Purchaser will not acquire any ownership interest in any of PRETIUM PACKAGING’S Intellectual Property Rights. All Intellectual Property Rights with respect to any design and/or invention conceived or first reduced to practice, by PRETIUM PACKAGING in connection with the Products shall remain the property of PRETIUM PACKAGING.

15. OWNERSHIP OF DRAWINGS, PATENTS AND OTHER PROPERTY:

All drawings, illustrations, negatives, litho positives, dimensions, specifications performance projections, designs, plans, computations, and descriptions prepared by PRETIUM PACKAGING in connection with any work quotations, or contract, whether of Products or general engineering or other arrangements are PRETIUM PACKAGING property and must not be copied or disclosed to any other persons or used for any purpose whatsoever without PRETIUM PACKAGING’s prior written consent. Artwork, tooling, molds which are billed and paid for by Purchaser shall be released to Purchaser upon request and subject to full payment of all outstanding invoices of Purchaser. PRETIUM PACKAGING will not be responsible for any material left in its possession and not used for a period greater than three (3) years.

16. CONFIDENTIAL INFORMATION:

All non-public, confidential, or proprietary information of PRETIUM PACKAGING, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by PRETIUM PACKAGING or made available to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with any Purchase Order (“Confidential Information”) is confidential, solely for the use of performing under any Purchase Order and may not be disclosed or copied unless authorized by PRETIUM PACKAGING in writing. Upon PRETIUM PACKAGING’s request, Purchaser will promptly return all documents and other materials received from PRETIUM PACKAGING. PRETIUM PACKAGING will be entitled to injunctive relief for any violation of this paragraph 16. This paragraph 16 will not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.

17. SEPARATE SALES:

Each delivery of Product shall constitute a separate sale with the same effect as though made under a separate agreement covering the amount thereof. Any delay or default by PRETIUM PACKAGING with respect to any delivery shall not affect Purchaser’s obligation to order, accept and pay for future deliveries.

18. REMEDIES:

PRETIUM PACKAGING reserves the right (a) to invoice Purchaser for and/or ship, any Products at any time on or after date of manufacture or Purchaser’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 Purchaser for which PRETIUM PACKAGING shall have been given no instructions for shipment to be made within four (4) weeks following the date of manufacture or Purchaser’s initial requested shipping date, whichever is later; or (c) to resell for any prices and on any terms PRETIUM PACKAGING may choose, or to scrap, any Product for which Purchaser’s initial requested shipping date or date of manufacture, whichever date shall last occur, and to invoice Purchaser for such products according to PRETIUM PACKAGING’s then current price list less net proceeds from any resale of any net scrap value. In accordance with paragraph 3 of these Terms and Conditions, PRETIUM PACKAGING reserves the right to assess storage charges on all Product held in storage by PRETIUM PACKAGING. PRETIUM PACKAGING reserves the right to impose a reasonable restocking charge for merchandise which PRETIUM PACKAGING chooses, in its sole discretion, to restock upon failure by Purchaser to accept delivery of such Products. Purchaser hereby grants, and PRETIUM PACKAGING hereby retains, a security interest in all the Products sold and proceeds thereof until the purchase price is paid in full by Purchaser. 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 Purchaser commits a breach of any of the provisions of this Agreement, or if Purchaser defaults in the payment of any indebtedness to PRETIUM PACKAGING whether or not under this Agreement, or if any bankruptcy, receivership, insolvency or reorganization proceedings are instituted by or against Purchaser, then in any such event PRETIUM PACKAGING shall have the right, in addition to any other rights and remedies it may have under these Terms and Conditions, at law, or at equity, to suspend deliveries hereunder or to terminate any previously accepted Purchase Orders.

19. WAIVER:

Any waiver by the parties of strict conformance with any of these Terms and Conditions shall not be a waiver of any subsequent failure to comply with these Terms and Conditions.

20. ENTIRETY OF CONTRACT:

These Terms and Conditions and attachments contain the entire understanding between the parties, and supersede any other understanding or arrangements whether oral or written except for any written agreement between Purchaser and PRETIUM PACKAGING which refers to this paragraph 20 and specifies those portions of these Terms and Conditions which are subordinate to any such written agreement. Any other agreements between the parties concerning the purchase and sale of Product are hereby superseded. No interpretation, revision of amendment to this Agreement shall be effective unless stated in writing and signed by a duly authorized representative of PRETIUM PACKAGING and Purchaser. All Purchase Orders or purchase acknowledgements which may be used to order or acknowledge orders for delivery of Product shall be deemed intended for record purposes only, and any terms or conditions contained therein shall not serve to add or modify these Terms and Conditions.

21. RELATIONSHIP OF THE PARTIES:

The relationship between PRETIUM PACKAGING and Purchaser is that of independent contractors. Nothing contained in these Terms and Conditions will be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither of the parties hereto will have authority to contract for or bind any of the other party in any manner whatsoever.

22. ASSIGNMENT:

This Agreement shall not be assigned by Purchaser without prior written consent of PRETIUM PACKAGING.

23. FORCE MAJEURE:

Neither party shall be liable for any failure or delay in performance hereunder, except for Purchaser’s payment obligations hereunder, which may be due, in whole in part, to fire, explosion, strike or labor difficulty, accident, breakdown of machinery or equipment, curtailment in the supply of natural gas, whether pursuant to actions or proceedings already or hereafter commenced, inability to obtain power, labor or materials, including Product, from normal sources of supply, transportation or handling accidents or delays, act of God, act, order, regulation or request of government or other public authorities, war, riot, or civil disorder or any other cause or causes, of any nature beyond the control of the party affected (“Force Majeure Event”). In the event of curtailment of supply of Product due to any Force Majeure Event, PRETIUM PACKAGING shall have the right to apportion deliveries of Product on such basis as may appear to it to be equitable. If any Products ordered under a Purchase Order, due to any such Force Majeure Event, shall not have been delivered by the end of the term of these Terms and Conditions, the total quantities of Product deliverable under such Purchase Order will be reduced by the quantities so omitted during said period.

In the event a Force Majeure Event continues for more than ten (10) consecutive days, PRETIUM PACKAGING may, by written notice to Purchaser, require Purchaser to provide adequate written assurances, reasonably satisfactory to PRETIUM PACKAGING, of Purchaser’s ability and intent to resume full performance of its obligations within a commercially reasonable period following the cessation of such event. If Purchaser fails to provide such assurances within five (5) days after receipt of PRETIUM PACKAGING’s request, or if, in PRETIUM PACKAGING’s reasonable judgment, the Force Majeure Event is likely to prevent performance for an extended or indefinite period, PRETIUM PACKAGING shall have the right to immediately terminate the affected Purchase Order(s) or these Terms and Conditions without liability or further obligation. Nothing in this paragraph shall limit PRETIUM PACKAGING’s other rights or remedies under these Terms and Conditions or at law.

24. CHANGE IN LAW; TARIFFS; IMPRACTIBILITY:

In the event that, after the effective date of these Terms and Conditions or issuance of any Purchase Order, (a) any law, regulation, governmental action, or other legal requirement (including without limitation the imposition of, or increase in, any tariff, duty, tax, fee, surcharge, or trade restriction) applicable to the manufacture, sale, importation, exportation, or delivery of the Products is enacted or modified, or (b) any event or circumstance beyond the reasonable control of PRETIUM PACKAGING renders performance under this Agreement commercially impracticable, impossible, or illegal (each, a “Change in Law Event”), PRETIUM PACKAGING shall promptly provide written notice to Purchaser describing the nature of such Change in Law Event and the resulting impact on cost, timing, or feasibility of performance under any Purchase Order.

Upon such notice, PRETIUM PACKAGING and Purchaser shall negotiate in good faith to agree upon an equitable adjustment to the price, delivery schedule, or other affected terms to reflect the impact of the Change in Law Event.  If the parties are unable to reach mutual agreement within thirty (30) days after PRETIUM PACKAGING’s notice, PRETIUM PACKAGING may, at its sole election and without liability or penalty, (a) terminate the affected Purchase Order(s) by written notice to Purchaser, or (b) suspend performance until such time as the Change in Law Event has been resolved or the parties have agreed upon an appropriate adjustment.

PRETIUM PACKAGING’s rights under this paragraph are in addition to, and not in limitation of, its rights of excuse or suspension of performance under applicable law, including, without limitation, Missouri Revised Statutes § 400.2-615.  Any termination or suspension pursuant to this paragraph shall relieve PRETIUM PACKAGING of all obligations with respect to the affected Purchase Order(s), except for Products delivered and accepted prior to such termination or suspension.

25. GOVERNING LAW:

These Terms and Conditions shall be governed by and construed under the laws of the State of Missouri. In the case of shipments outside the U.S.A., the trade terms as used herein shall be interpreted according to the provisions of “Incoterms 1980” of the International Chamber of Commerce.

26. NOTICES:

Any notices required or permitted by these Terms and Conditions shall be sent by registered or certified mail, return receipt requested, (a) if to Purchaser, to the address for Purchaser as set forth on a Purchase Order; or (b) if to PRETIUM PACKAGING, to the following address (to include a courtesy email copy):

Pretium Packaging, L.L.C.
2560 White Oak Circle, Suite 120
Aurora, IL 60502
ATTN: Legal Department
legal@pretiumpkg.com

 

Read these Terms and Conditions in Spanish.