TERMS & CONDITIONS
Husky Labels LLC
STANDARD TERMS AND CONDITIONS OF SALES
7/12/2024
All sales made or licenses granted by Husky Labels LLC, including its affiliates and divisions, of products (“Products” or “Product”) are subject to these Standard Terms and Conditions of Sales (“Terms”), except as may be inconsistent with any terms of any written sales agreement or license agreement (however designated) signed by an authorized representative of Husky Labels LLC (“Sales Agreement”).
1. Entire Agreement; Enforceability of Terms. No order for Products shall be binding upon Husky Labels LLC until acknowledged in writing by Husky Labels LLC by means of an order confirmation or other similar confirmation, however designated (“Confirmation”). The Confirmation and these Terms (together with any terms of any Sales Agreement) shall constitute the entire agreement between Husky Labels LLC and Customer regarding the sale and purchase or license of the Products. Any purchase order, offer or counter-offer made by Customer before or after the Confirmation is rejected and all documents exchanged prior to the Confirmation are merely preliminary negotiations and not part of any agreement between the parties. Any terms submitted by Customer which are contrary to or inconsistent with these Terms are expressly rejected and of no force and effect and acceptance is made conditioned upon assent to these Terms. Customer shall have been deemed to agree to these Terms upon the earlier acceptance of Husky Labels LLC’s quotation, acceptance of delivery of the Products, the issuance of a purchase order to Husky Labels LLC, or execution or acknowledgement of a license agreement, as applicable. No provision of these Terms shall be subject to change in any manner except as agreed to in writing and signed by an officer of Husky Labels LLC. Any salesperson or other employee of Husky Labels LLC is not authorized to change these Terms in any manner. No conditions, usage, trade, course of dealing or performance, or understanding purporting to modify, vary, explain, or supplement these Terms shall be binding unless made in writing and signed by an Officer of Husky Labels LLC. In the event that an order for or license of Products is repeated and additional quotes and/or Confirmations are not delivered to the Customer, the Customer acknowledges and agrees that these Terms shall apply to and be binding upon all such repeat orders.
2. Prices; Ownership of Dies and Plates. Unless a fixed price is quoted on an acknowledged sales order or other Husky Labels LLC document, prices are subject to change without notice; and the prices invoiced will be those in effect at the time of shipment. Customer acknowledges that Husky Labels LLC may charge an additional fee for customized dies or plates required to fulfill an order, and agrees that Husky Labels LLC will retain ownership of the dies and plates at all times.
3. Taxes. Any tax imposed by any taxing authority that is or becomes payable by reason of the sale, delivery, or license of Products to a Customer, will be payable by the Customer and, if paid by or levied or assessed against Husky Labels LLC, will either be added to the price of the Products or billed to the Customer separately, as Husky Labels LLC may elect.
4. Terms of Payment. All payments for goods and services must be made using a valid credit card. We accept major credit cards including Visa, MasterCard, American Express, and Discover. By submitting your credit card information, you authorize us to charge the specified amount for your order to your credit card. We use a secure payment gateway to process all credit card transactions and take reasonable precautions to ensure your details are secure, but we cannot be liable for unauthorized access to your information. You must provide accurate and complete information when making a purchase.
5. Shipment and Delivery. Unless otherwise expressly agreed in writing, shipments are made FOB Husky Labels LLC’s plant of origin. Risk of loss or damage and responsibility shall pass from Husky Labels LLC to Customer upon delivery to and receipt by a carrier. Any claims for shortages or damages suffered in transit are the responsibility of Customer and shall be submitted by Customer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Husky Labels LLC will use reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Husky Labels LLC, all shipping dates are approximate and not guaranteed. Husky Labels LLC reserves the right to make partial shipments and to place certain orders on “back order.” Husky Labels LLC, at its option, shall not be bound to tender delivery of any Products for which Customer has not provided shipping instructions. If Husky Labels LLC has agreed to pay freight, Husky Labels LLC shall have the right to designate routing and means of transportation; and if Customer requires a more expensive routing and/or means, Customer will pay any extra related cost. If the shipment of the Products is postponed or delayed by Customer for any reason, Customer agrees to reimburse Husky Labels LLC for any handling and storage costs and other additional expenses relating therefrom. Customers ordering shrink sleeves for delivery during warm weather months (i.e., based on weather temperatures in Indiana, the delivery route and Customer’s delivery destination) acknowledge that there is a risk of shrinking or other damage to the sleeves due to the ambient temperature conditions, and therefore Husky Labels LLC recommends overnight or refrigerated truck delivery to mitigate such risks. Although the risk of loss or damage passes from Husky Labels LLC to Customer upon delivery of Products to a carrier, for avoidance of doubt, Customer specifically acknowledges its responsibility for such risk or loss with respect to delivery of shrink sleeves.
6. Over/Under Run Allowance. Unless otherwise agreed in writing by Husky Labels LLC, all orders are subject to a 10% over/under run allowance in the quantity of Product delivered compared to the quantity of Product ordered and are invoiced accordingly (i.e., invoiced based on the quantity delivered). All orders delivered within the over/under run allowance will be considered acceptable for delivery.
7. Product Use. All statements, technical information and data contained in Product specifications, descriptions or other documents are based upon tests or experiences that Husky Labels LLC believes are reliable. However, many factors beyond Husky Labels LLC’s control can affect the use and performance of a Product in a particular application, including the conditions under which the Product is used and the time and environmental conditions in which the Product is expected to perform. Since these factors are uniquely within the Customer’s or other end-user’s knowledge and control, it is essential that the Customer or other end-user evaluate the Product to determine whether it is fit for a particular purpose and suitable for the Customer’s or other end-user’s specific application(s).
8. PASS-THROUGH WARRANTIES. WITH RESPECT TO ALL PRODUCTS THAT ARE SUBJECT TO PASS-THROUGH WARRANTIES OF THIRD-PARTY MANUFACTURERS, AS DESCRIBED IN Husky Labels LLC’S SALES PROPOSAL, QUOTATION, PACKAGE INSERTS OR OTHER PRODUCT LITERATURE, Husky Labels LLC MAKES NO ADDITIONAL WARRANTY, UNLESS EXPLICITLY STATED OTHERWISE IN Husky Labels LLC’S SALES PROPOSAL, QUOTATION, PACKAGE INSERTS, OR OTHER PRODUCT LITERATURE.
9. OTHER WARRANTIES. WITH RESPECT TO ALL PRODUCTS NOT SUBJECT TO PASS-THROUGH WARRANTIES OF THIRD-PARTY MANUFACTURERS, UNLESS EXPLICITLY STATED OTHERWISE IN Husky Labels LLC’S SALES PROPOSAL, QUOTATION, PACKAGE INSERTS OR PRODUCT LITERATURE, Husky Labels LLC MAKES NO WARRANTY REGARDING THE PRODUCT AND THE PRODUCT IS SOLD “AS IS”. SPECIFIC PRODUCTS MAY HAVE SPECIFIC WARRANTIES AS STATED IN THE PRODUCT SALES PROPOSAL, QUOTATION, PACKAGE INSERTS OR OTHER PRODUCT LITERATURE. EXCEPT SUCH SPECIFIC WARRANTIES APPLICABLE TO SPECIFIC PRODUCTS, Husky Labels LLC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING, CUSTOM OR USAGE OF TRADE.
10. Employee Statements and Representations. Any statements made by a Husky Labels LLC salesperson or other employee as to a Product’s quality or fitness for a particular purpose shall be considered solely the opinion of the salesperson or other employee and shall not constitute an express warranty. The Customer or other end user is responsible for determining whether the Product is fit for a particular purpose and suitable for a particular application.
11. WARRANTY EXCLUSIONS. Husky Labels LLC WARRANTIES DO NOT APPLY IF THE PRODUCT FAILS OR IS DAMAGED AS A RESULT OF: WILLFUL DAMAGE, NEGLIGENCE, OR ABNORMAL WORKING CONDITIONS; FAILURE TO FOLLOW Husky Labels LLC’S INSTRUCTIONS (WHETHER ORAL OR IN WRITING); MISUSE, ALTERATION OR REPAIR OF THE PRODUCT WITHOUT Husky Labels LLC’S APPROVAL; OR A MALFUNCTION CAUSED BY ANY EQUIPMENT OR SOFTWARE NOT SUPPLIED BY Husky Labels LLC OR ON Husky Labels LLC’S BEHALF. IN ADDITION, Husky Labels LLC’S WARRANTIES DO NOT APPLY DURING ANY PERIOD IN WHICH CUSTOMER HAS OUTSTANDING ANY PAYMENT DUE Husky Labels LLC BEYOND THE DUE DATE.
12. LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. Husky Labels LLC will not be liable for any loss or damage arising from OR CAUSED BY the Product, whether direct, indirect, special, incidental or consequential, regardless of the legal theory asserted, including warranty, contract, negligence or strict liability. ANY ACTION BY A CUSTOMER, WHETHER IN LAW OR EQUITY. IF THE PRODUCT IS DEFECTIVE OR OTHERWISE FAILS TO MEET WARRANTY STANDARDS WITHIN THE APPLICABLE WARRANTY PERIOD, THE CUSTOMER’S EXCLUSIVE REMEDY AND Husky Labels LLC’S SOLE OBLIGATION WILL BE, AT Husky Labels LLC’S OPTION, TO REPLACE THE PRODUCT OR REFUND THE PURCHASE PRICE. ANY JUDICIAL ACTION BY THE CUSTOMER RELATING TO PRODUCTS SHALL BE BROUGHT WITHIN ONE YEAR OF THE DATE OF TENDER OF DELIVERY OF THE APPLICABLE PRODUCTS.
13. Acts of God and Third Parties. Husky Labels LLC shall not be held responsible for or be liable for any default or delay in performance if caused, directly or indirectly, by acts of God, war, fire, the elements, riot, civil commotion, strikes, lock-outs, slow-downs, picketing, or other labor controversies, accidents, delay, or default of or failure by carriers, shortages of labor, delay in obtaining or inability to obtain materials, equipment, or parts from regular sources, action, request, or regulation of or by any government or governmental authority, failure of any party to perform any contract with Husky Labels LLC, the performance of which is required for production or sourcing of the Products, or any other happening or contingency beyond Husky Labels LLC’s reasonable control.
14. Cancellation. Customer may cancel orders only if permitted by the express written terms of the Sales Agreement or order and, in that event, only upon reasonable advance notice and upon payment to Husky Labels LLC of Husky Labels LLC’s cancellation charges. Husky Labels LLC’s cancellation charge shall include, among other things, all costs and expenses incurred or committed by Husky Labels LLC and Husky Labels LLC’s prorated profit based on the percentage of completion of the order. Husky Labels LLC’s determination of such cancellation charges shall be conclusive.
15. Assignment. Customer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Husky Labels LLC; and any such assignment without consent shall be void.
16. Examination – Suitability – Claims. Customer agrees to examine and test each shipment of Product promptly on arrival, before any part of the Products (except for reasonable test quantities) has been changed from its original condition and in no event later than ten (10) days from delivery of the Products to Customer. Husky Labels LLC will not recognize any claims for any cause after the Products have been used, processed, or changed in any manner (except for reasonable test quantities). It is Customer’s responsibility to determine whether the Products are suitable for their contemplated use, whether or not such is known to Husky Labels LLC. Customer shall deliver to Husky Labels LLC, within ten (10) days from the date of delivery of the Products, written notice of any deficiencies, defects, variations from specifications, or complaints of any kind with respect to the quantity, quality, condition, shipment, performance, price, or appearance of the Products delivered by Customer. If Husky Labels LLC does not receive such notice within ten (10) days from the date of delivery of the Products, Customer shall be deemed conclusively to have inspected and accepted all such Products unconditionally and to have waived any rights and claims, including without limitation any right to reject the Products or to claims of damages in respect thereof. Customer may not return Products without first advising Husky Labels LLC of the reason therefore, obtaining from Husky Labels LLC a return authorization form, and observing such instruction as Husky Labels LLC may give in authorizing such return. Husky Labels LLC’s weights and volume measurements taken at the time of shipping shall govern.
17. Technology Rights. Except as may be specifically set forth in a Sales Agreement (including any license agreement), the purchase of Products from Husky Labels LLC itself confers no license, express or implied, under any patents, copyrights, know-how, or technology.
18. Orders. Orders are not binding on Husky Labels LLC until Husky Labels LLC issues a Confirmation.
19. Layout Approval; Barcodes; Color Standards; Non-infringement. Customer’s signature and initialing of a layout or Customer’s acceptance or confirmation of an order after a layout is presented to the Customer, shall signify Customer’s approval of product size, shape, color, design, address information, telephone number, spelling, etc., as shown in the layout. Customer shall be solely responsible for: assuring that all Barcodes are accurate, correctly displayed and fully comply in all respects to ISO and ANSI standards (as applicable); validating all Manufacturer Identification Numbers; and validating all U.P.C. numbers. Husky Labels LLC attempts to accurately match Customer color samples or requirements, but due to the differences in printing processes and unknown color Quality Control parameters of previous vendors, Husky Labels LLC does not guarantee 100% color matching. All orders for Products shall in addition be subject to Husky Labels LLC Color Standards which shall be provided to Customer upon request. Further, Customer represents that all materials to be printed on or otherwise incorporated into Product, but not limited to, trademarks and copyrighted works, are owned by Customer or Customer has obtained a license from the owner of such materials. Upon request, Customer will provide evidence of such ownership or license. Customer agrees to indemnify Husky Labels LLC and its related companies for any damages, losses, or expenses as a result of the printing of such materials.
20. Lead Times. Production schedules or lead times are estimates and are not guaranteed, although Husky Labels LLC will use reasonable commercial efforts to meet such estimated production schedules or lead times. Production schedules or lead times begin upon the later of (a) acceptance of the order by Husky Labels LLC in Indiana, or (b) Customer’s approval of the proof, and end upon shipment from Husky Labels LLC’s plant.
21. Communication. Subject to Section 27, by placing an order for Products with Husky Labels LLC, the Customer consents to receive notices, announcements, brochures, advertisements, and other information sent by or on behalf of Husky Labels LLC via telephone, or e-mail. Customer further agrees that Husky Labels LLC’s telephone, or e-mail Customer such notices and other information will continue and have no date of expiration, unless a written request is received revoking such consent or permission. By placing an order for Products with Husky Labels LLC, Customer consents to the recording of any or all telephone communications between or among Husky Labels LLC and Customer personnel, whether recorded before or after Customer’s receipt of the Confirmation.
22. U.S. Export Control Regulations. Products sold to Customer by Husky Labels LLC hereunder may be subject to U.S. Export Control Laws. Customer hereby agrees not to re-sell or divert any Products contrary to such laws.
23. Non-Waiver. No waiver by Husky Labels LLC with respect to any breach or default of any right or remedy and no course of dealing shall be deemed to constitute a continuing waiver of any other breach or default of any other right or remedy, unless such waiver be expressed in writing and signed by Husky Labels LLC.
24. Severability. If any provision of this Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect.
25. CHOICE OF LAW/CHOICE OF FORUM. These Terms (and any SALES agreement or sales or purchase order into which they are incorporated) shall be construed, interpreted, and enforced under and in accordance with the internal laws of the State of Indiana, excluding its conflicts or choice of law rules or principles that might refer to the law of another jurisdiction. Customer agrees to exercise any right to remedy in connection with these Terms or otherwise in connection with the purchase and sale of Products exclusively in, and hereby submits to the exclusive jurisdiction of, the Courts of Indiana.
26. Errors. All typographical or clerical errors made by Husky Labels LLC in any quotation, acknowledgement, or publication are subject to correction.
27. General Data Protection Regulations (EU) 2016/679 (GDPR).
In providing products, services, and software to the Customer, Husky Labels LLC may process Personal Data within the meaning of the GDPR. Husky Labels LLC currently complies with and will continue to comply with the GDPR. At any time the Customer can request:
- subject access;
- to have inaccuracies corrected and to have information erased;
- to object to direct marketing;
- to restrict the processing of its information, including automated decision-making; and
- data portability.
CUSTOMER AGREEMENTS WILL COMPLY WITH ARTICLE 28(3) OF THE GDPR FOR CONTRACTS BETWEEN CONTROLLERS AND PROCESSORS.
In using the products, services, and software, it may be required that Husky Labels LLC (“the Provider”) process Personal Data on behalf of users.
This Section 27 sets forth the requirements and conditions on which the Provider will process Personal Data when providing services to or on behalf of Customer; constitutes an agreement between the Provider and Customer and sets out the manner in which the Provider will process Personal Data and outlines the Customer’s rights as the data controller; and contains the mandatory clauses required by Article 28(3) of the GDPR for contracts between controllers and processors.
THE PROVIDER MAKES THE FOLLOWING FURTHER COMMITMENTS:
The Provider will only process Personal Data on documented instruction from the Customer;
Any person authorized to process data on behalf of Customers are fully trained in the requirements of the GDPR and are bound by confidentiality agreements to ensure the security and privacy of Customer data;
The Provider has implemented appropriate technical and organizational measures to ensure that Customer’s Personal Data is processed and stored securely;
The Provider will, where possible, further assist the Customer in ensuring compliance with obligations under the GDPR and other applicable data protection law, taking into account the nature of the processing and the information available to the processor;
The Provider will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties or sub-contractors unless specifically requested to do so;
The Provider will, at the choice of the Customer, delete or return all Personal Data to the controller upon termination of the services (related to the processing of Personal Data) and will delete any data following this decision unless requested to retain it on behalf of the Customer; and
The Provider will notify the Customer immediately if it receives any notice, communication, or complaint that relates directly or indirectly to the processing of Personal Data by Customer and Husky Labels LLC will give Customer any required support to address such notice, communication, or complaint.
DATA RETENTION:
Personal Data on record will be retained for 12 months unless requested to be destroyed by Customer. Personal Data will be permanently destroyed after 12 months unless the Customer requests that the Provider retain it for a longer period. Storage for more than 12 months may result in an additional storage charge.
CLICK DIMENSIONS:
Husky Labels LLC utilizes exclusively Click Dimensions as its CRM instrument/data processor, and Husky Labels LLC has undertaken all required steps to install GDPR-compliant Click Dimensions plug-ins. Therefore, Customer is also referred to the Click Dimensions Terms & Conditions, GDRP White Paper, and Privacy Policy.