TERMS
1. Terms. Unless there is a separate written agreement between us, these Terms govern the relationship between Paramount Global Inc. (“we,” “us,” and “our”) and the customer (“you”, “your”), and are subject to change without notice. Each order or shipment, as the case may be, is subject to its own Terms.
2. Product; Cancellation. We will deliver to you the product or services contained on this Invoice or Proposal and you will accept the product and pay as provided in these Terms. Your purchase is governed by this Invoice or Proposal, and all the Terms contained here. We expressly reject all contrary terms, and all terms not contained here are void and rejected from the start. Your product or services order on the front page constitutes your acceptance of these Terms. All product is subject to +/- 10% tolerance as to quantity shipped. Except as expressly provided here, without our prior written approval, your orders will not be canceled and returns are not allowed.
3. Delivery. We will arrange for shipment of product to any location designated by you at our then existing shipping rates. For product delivered by our truck, title to and risk of loss passes to you when product passes your loading dock. For product delivered by common carrier, title to and risk of loss passes to you at FOB point of origin. Shipping dates are approximate and are not guaranteed. We may make delivery in installments. You are not relieved of your obligations here because of delivery delay of any installment and you must accept all remaining deliveries. This Section does not apply to non-conforming product. See Section 9.2 (Remedy).
4. Custom Molds or Printed Packaging. Product shall be delivered to you either (a) within 90 days from the date of first shipment or (b) the date you are notified that product is ready for delivery. If you pay us for (y) product in process or completed product, and (z) costs incurred in stopping delivery, if any, we may allow you to change or cancel your order at the current unit price on date of change or cancellation as we determine.
5. Payment. Payment is due net 30; after 30 days, you shall pay interest at 1.5% per month (or the maximum rate allowed by law, whichever is less). All payments shall be in U.S. dollars. We may demand adequate assurance of your payment or performance or may demand payment in advance in a form acceptable to us before further shipments are made.
6. Price; Price Changes: We may change prices without notice for any reason, including changed market conditions, supply chain disruption, unavailability, or manufacturer price changes. We may cancel any order resulting from a pricing error, even if your order has been confirmed. Except as agreed to in writing in advance, you shall pay the prices in effect at time of delivery. Taxes are not included in the price and you will provide us with a valid certificate of resale or tax exemption certificate.
7. Inspection. Unless you notify us of any defects or discrepancies within two business days from the date of any product delivery, product shipments are deemed accepted. Except as provided in Section 9.2 (Remedy), all product not rejected by you within two business days of delivery is accepted.
8. Inventory. Unless subject to our standard stocking or other written agreement, you must take delivery of and pay in full for all ordered or stocked product on hand in our warehouses within 90 days of our receipt of such product. If you leave product in our warehouse after 90 days, you are in breach, the property will be deemed abandoned, and we may terminate all storage services. After 90 days and even if product is paid for, in whole or in part, you acknowledge and agree that we may resell (if possible), dispose, or destroy such stored product at your sole expense 30 days after we deliver written notice to you. Resale, disposal, or destruction of such product will take place without further notice and without liability. Resale, disposal, or destruction of unpaid product is not a waiver of our right to recover all amounts outstanding for such unpaid product.
9. Product Warranty; Remedies.
9.1. Warranty. We will deliver new product and provide clear, marketable title. Materials or products furnished by suppliers to and sold by us to you are warranted by us only to the extent of the original manufacturer’s warranty we receive. Neither we nor our employees made any representations or warranties, express or implied, as to any matter, including the product or services, merchantability, fitness for any particular purpose, or noninfringement. You acknowledge that if you follow any advice provided by us, you do so at your own risk. All implied warranties of merchantability or fitness for a particular purpose, or any other warranty under statute or arising from a course of dealing or usage of trade, are expressly disclaimed and excluded. You did not rely on any advertisement, representation, or warranty, express or implied, oral or written. Any promise or information provided does not create an express warranty, and will be considered expressions of personal opinion only. This warranty is exclusive and in lieu of all other warranties of any kind, express or implied, written or oral, including any warranty of performance, merchantability, fitness for a particular purpose, or noninfringement. Our disclaimer does not adversely affect any warranty provided by a manufacturer or any of your related rights or remedies against such manufacturer.
9.2. Remedy. The Limited Warranty provided in this Agreement gives you specific legal rights. If you believe the product is nonconforming and want to reject all or part of a delivery, you must notify us (a) within 30 days after delivery of custom-molded or printed packaging product or (b) within 90 days after delivery of all other product. At our request, you must provide us with samples of the nonconforming product. Your sole and exclusive remedy and our maximum liability on any claim for breach of warranty is limited to and shall not exceed (y) your cost of the nonconforming product, which will be refunded by us, or (z) at our option, replacement of nonconforming product and delivery of new product, including our retrieval of the nonconforming product from you at our expense. In addition, we may pick up and destroy all unfilled, non-conforming product. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as we in our discretion refund the purchase price or replace the product. This remedy is available to you for only one year from date of manufacture.
10. Limitation of Liability; Consequential Damages. Except as expressly provided in these Terms, our maximum liability on any claim for loss, damage, injury, or death, whether in tort, contract, active or passive negligence, product liability, indemnity, contribution, or breach of warranty, is limited to and shall not exceed $500 or the amount of the invoice from which the dispute arises, whichever is less. This is not a penalty and is your sole and exclusive remedy regardless of the legal theory used to find us liable. If we were to have any liability greater than that agreed to by you in Sections 9 (Warranty), 10, and 22 (Indemnification) of these Terms, we could not and would not provide the product or services, and we could not provide the product or services at the prices or rates contained here. Sections 9, 10, and 22 form an essential basis of the bargain between us. We are not liable for special, indirect, or incidental damages or expenses, or for consequential damages, including lost profits, loss of use, loss of goodwill, loss of reputation, loss of anticipated savings, loss or damage to property or data, cost of replacement goods purchased from others, and so on, even if we were advised of the possibility of such damages, and regardless of whether the loss or damage arose in the ordinary course of events, was reasonably foreseeable, or was in the contemplation of the parties.
11. Testing. You are solely responsible for testing the compatibility and capacity of your products with the goods sold by us, including impact resistance, storage conditions, strength, and shipping performance.
12. Proprietary Rights. Unless otherwise agreed in writing, we are the sole owner of all specifications, tools, molds, drawings, designs, data, ideas, patterns, or inventions made, conceived, developed, or acquired by us in connection with the product purchased. You must not disclose, reproduce, give, loan, or sell to any other person or entity any confidential information or materials or trade secrets, whether or not so designated and including samples, manuals, drawings, photographs, or specifications, furnished by us except in connection with your resale of the product or services provided under these Terms.
13. Substitutions. We may not make any product substitutions without your prior written consent. We may request your approval for alternative product if an equivalent or better quality substitution could be made and if the substitution is fit for your purpose.
14. Force Majeure. We are not liable for delays in delivery or other delay in performance or for the consequences of such delay or failure, in whole or in part, because of compliance with any law or because of any act or event, whether foreseen or unforeseen, including war; military action; terrorist attack or activity; riots; strikes; lockouts; fires; floods; storms; ice; earthquakes; drought; tornados; hurricanes; explosion; epidemic, pandemic, or other public health crisis; interruption or unavailability of product or materials through our usual sources, fuel, power, labor, or transportation facilities; hacking or denial of service; acts of God; other unforeseen event; or for any other similar or dissimilar reason or cause, regardless of origin, beyond our reasonable control, whether on a region-wide or nationwide basis. We may, without liability to you, postpone performance or make partial performance, neither of which relieves you from the obligation to pay us.
15. Entire Agreement: Unless there is a separate and completely signed agreement between us, these Terms are the final and exclusive expression of the entire agreement regarding the product and services reflected here, and may be different than or conflict with our previous discussions, proposals, understandings, or agreements, all of which are not relied upon and are merged into and superseded by this Invoice or Proposal. This is an integrated agreement. All changes to this Invoice or Proposal must be in writing signed by authorized representatives of both parties. If there is any conflict between this Invoice or Proposal and your purchase order or other document delivered to us, this Invoice or Proposal governs whether your purchase order or document is delivered before or after this Invoice or Proposal takes effect, and all terms inconsistent with this Invoice or Proposal are void and rejected.
16. Notices. All notices regarding this Invoice or Proposal must be emailed to your sales representative.
17. Waiver; Enforceability; Interpretation. No waiver of a breach of any Term is a waiver of any succeeding breach. If any of the Terms contained here are void, the other Terms remain enforceable. If a court finds that a Term is unconscionable, the parties agree that the court will limit the application of any such Term to avoid an unconscionable result. The rule of construction that ambiguities are resolved against the drafting party does not apply in interpreting these Terms.
18. Survival. Sections 9 (Warranty), 10 (Limitation of Liability), and 22 (Indemnification) survive indefinitely, including the expiration, cancellation, or termination of this Invoice or Proposal.
19. Collection Costs. If we begin legal proceedings against you to collect amounts due under this Invoice or Proposal, we shall be entitled to our attorney fees and costs incurred before, during, or after suit.
20. Assignment. We may assign this Agreement to any person or entity without notice to you. Without our prior written consent, you must not assign any order or your obligations or rights under any order, and any attempted assignment is void.
21. Claim; Time to Bring Suit; Governing Law; Venue. Except for collection matters, any lawsuit or other legal proceeding arising out of or relating to the product or services or these Terms, whether based upon contract, tort, negligence, or otherwise, must be brought no later than one year from the date of the event which caused the loss, damage, injury, or death or be forever barred. California law applies to this Agreement regardless of choice-of-law rules. Any legal proceeding (other than small claims) arising out of or relating to the product, services, or these Terms must be brought in the Superior Court, Los Angeles County, California. Except as noted, each party irrevocably and unconditionally submits itself and its property to the exclusive personal jurisdiction and venue above for all legal proceedings arising out of or relating to this Proposal or Invoice. Each party expressly waives and will not assert any claim or allegation that it is not subject to the personal jurisdiction of the California court named above. Each party further waives any claim or allegation that the legal proceeding is brought in an inconvenient forum or that the venue is improper. The United Nations Conventions on Contracts for the International Sale of Product does not apply to this Invoice or Proposal.
22. Indemnification; Subrogation; Beneficiaries. You must immediately defend and indemnify us against all claims relating to any United States or foreign patent, trademark, trade name, copyright, or other infringement on product furnished by us in accordance with your specifications, drawings, samples, descriptions, or instructions. In addition, you must immediately defend and indemnify us against all claims for loss, damage, injury, or death brought by others, including personal injury, tort, negligence, property damage, or product liability, arising out of or relating to the use or misuse of the product reflected here. This indemnity applies to all claims brought by others regardless of cause, including the performance of the product or its failure to perform; defects in products or design; negligence; tort; warranty; contribution; indemnification; or strict products liability. You release us from all claims, whether the claims are made by or through you, including your insurance company or others. There are no third-party beneficiaries to this Agreement, and any rights contained in this Agreement are for the exclusive benefit of the parties.