Terms and Conditions (Supplier)
These terms and conditions (“Terms and Conditions”) apply to you (“Supplier”) as a seller of products and/or provider of services to Atlantic Corporation of Wilmington Inc. (“Atlantic”) and/or its customers. Supplier agrees that the sale of such products and/or provision of such services are subject to all terms and conditions set forth hereinafter.
Atlantic reserves the right, in its sole discretion, with or without notice, to modify these Terms and Conditions at any time. Supplier shall be responsible for making sure Supplier has the most current version of these Terms and Conditions (Supplier) at any time. A current version can be obtained by checking Atlantic’s website (http://www.atlanticpkg.com/supplier/) or by requesting a current copy by mail from Atlantic Corporation of Wilmington Inc., 806 N. 23rd Street, Wilmington, NC 28403.
Supplier represents and warrants to Atlantic that all products sold and services provided to Atlantic hereunder (i) shall be free from defects in material and workmanship; (ii) shall be sold with good title, free and clear of any liens, security interests or encumbrances whatsoever; (iii) shall be, in the case of products sold, merchantable; (iv) to the knowledge of Supplier, not infringe upon or misappropriate any published patent or other intellectual property rights of any third party, either as delivered or when used for its intended purpose; and (v) shall conform to the final specifications that have been previously provided by Atlantic to Supplier.
In addition to Atlantic’s other rights and remedies set forth herein, including without limitation, its right of indemnification, in the event any products do not conform with the above representations and warranties and such defects or non-conformance is disclosed to Supplier within one year after shipment by Supplier, Supplier shall, at Atlantic’s sole option, either promptly replace such defective or non-conforming products at Supplier’s sole cost and expense or refund the purchase price paid by Atlantic. Notwithstanding the foregoing, Supplier shall pay all taxes, transportation and other costs and expenses incurred by Atlantic in the replacement and return of any defective or non-conforming products, and shall pay all costs and expenses related to products not delivered by the date requested per Atlantic’s purchase order.
Supplier shall, at its sole cost and expense, indemnify, hold harmless and defend Atlantic and its customers and their respective officers, directors, representatives, agents, subsidiaries, affiliates, employees, successors and assigns from any and all claims, damages, losses, liabilities, actions, costs and expenses (including, without limitation, reasonable attorneys’ fees, expert fees and court costs) of any kind or nature, whether at law or in equity (the “Claims”), arising from or caused by or related to the breach of any representation, warranty, covenant or agreement of Supplier contained herein.
Governing Law and Jurisdiction
The sale of the products and/or services shall be governed by the laws of the State of North Carolina, excluding its conflict of law principles.
Supplier and Atlantic agree that, any provision of applicable law notwithstanding, neither party will request or be entitled to any award for punitive or exemplary damages against the other party.
Other Terms and Conditions
These Terms and Conditions, together with all purchase orders of Atlantic submitted to Supplier, constitute the complete and exclusive understanding between Atlantic and Supplier relating to the sale of products and/or provisions of services by Supplier to Atlantic and supersede all prior or contemporaneous understandings, agreements and/or communications with respect thereto.
If any provision of these Terms and Conditions is held by a court of competent jurisdiction or other applicable authority to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.
Atlantic’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Atlantic in writing.