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Terms and Conditions

Terms and Conditions of Sale
  1. Offer and Acceptance
    • ​​These Terms and Conditions shall apply to all sales of all products (“Products”) made by Plastic Safety Systems, Inc. dba PSS (“PSS”), whether by a written agreement between PSS and Customer or otherwise. PSS's catalogs, sales literature, and electronic commerce websites constitute offers for the sale of products and the provision of services for Customer applicable PSS product (the "Offer"). An order or request that is properly entered through PSS’s website, or any other form of acceptance that PSS receives from Customer, shall result in a contract for the purchase of the requested Products or services on the applicable terms and conditions. PSS's "Terms and Conditions of Sale" govern Customer product orders. These Terms and Conditions of Sale shall be applicable whether or not they are attached to or enclosed with the equipment or services to be sold or sold hereunder.
      Customer shall be deemed to have accepted all of the applicable terms and conditions except those to which Customer have specifically objected. Customer is required to set forth each objection to the applicable terms and conditions in writing, signed and dated by Customer and delivered to PSS prior to or contemporaneous with Customer’s order or request. PSS’s failure to object to provisions in any communication shall not be a waiver of any of the applicable terms and conditions, nor an acceptance by PSS of any such provisions. Any terms proposed by Customer which are different from or additional to these Terms and Conditions or any other terms on PSS’s website are rejected unless specifically accepted by PSS in a separate document signed by both Customer and PSS, regardless of whether such other terms would materially alter the terms hereof. No course of dealing, custom or usage which is contrary to the applicable terms and conditions shall apply.
      PSS reserves the right to correct any typographical or clerical errors in prices, specifications or acknowledgments.
  2. Products or Services Subject to Sale
    • The Products or Services subject to this sale shall be limited to those described in the Offer. They do not include, and Customer assumes responsibility for (A) any set-up and installation, (B) safety equipment used with the Products or Services or by Customer's employees or any third parties in handling or working with the Products; and (C) training related to the proper use of the Products.
  3. Prices
    • ​Prices are subject to change without prior notification.
    • Prices are based on U.S. dollars and are F.O.B. point of shipment. Unless otherwise noted, prices do not include freight or delivery charges or taxes (sales, excise, use, ad valorem, etc.) or any export or import duties. Freight or delivery charges may be prepaid by PSS and added to Customer's invoice.
  4. Taxes
    • ​​Customer agrees to pay directly any sales, use, or manufacturer’s tax due upon the Products described or upon any feature of this transaction. Unless otherwise provided herein, prices on the Products or services covered by this order, or the manufacture or sale thereof, exclude any present or future sales, revenue, excise or other taxes and fees or other charges of any nature, imposed by any public authority (national, state, local or other). Wherever applicable, such taxes, fees and other charges shall be added to the purchase price and shall be paid by the Customer, or in lieu thereof, the Customer shall provide PSS with an appropriate tax exemption certificate from Customer’s taxing authority.
  5. Financial Condition
    • ​​At PSS's request, Customer will furnish sufficient information to enable PSS to assess Customer's creditworthiness. PSS may, in its discretion, require full or partial payment in advance.
  6. Payments
    • ​​Unless otherwise expressly agreed in writing, all payments shall be made at the time of sale, or if the purchase is made through a purchase order, within 30 days of the date of PSS's invoice. All payments shall be in United States currency and shall be without deductions for back-charges, other accounts between PSS and Customer, and the like, which shall be settled independently of the payment of the invoice. Payment shall not prejudice claims on account of omissions or shortages in shipment, but no such claim will be allowed unless made within 48 hours after receipt of the applicable shipment by Customer.
    • PSS may from time to time demand different terms of payment from those specified herein whenever it reasonably appears Customer’s financial condition requires such changes and may demand assurance of Customer’s ability to pay whenever it reasonably appears such ability is in doubt. Each shipment shall be considered a separate and independent transaction, and payment shall be made accordingly. Interest accrues on overdue invoices at the rate of 1.5% per month, but no more than the amount allowed by law, on the unpaid balance from the original due date of the invoice.
    • A credit application must be completed and on file with PSS to be eligible for credit terms. PSS reserves the right to change credit terms based upon determination of creditworthiness. PSS accepts Visa, MasterCard, Discover and American Express, as well as wires and ACH deposits. If an order is paid in advance by a credit card there is no processing fee. If Customer wants to pay by credit card after the order has shipped, a 3% processing fee will be added to the invoice.
    • Customers without terms paying by check should pay using a bank check to avoid delays in processing an order. If a company check is received, there is a 10-business day waiting period to ensure the check clears.
  7. Shipment, Delivery, and Inspection
    • ​​PSS shall select the method and carrier for delivery of all Products, unless Customer provides specific and explicit instructions. Risk of loss or damage to the Products shall pass from PSS to Customer upon delivery to the F.O.B. point.
    • Notwithstanding delivery and passing of the risk of loss outlined above, the ownership of the Products shall be retained by PSS and shall only be transferred to Customer when Customer has fully complied with all of its obligations contained in or arising from these Conditions and any Agreement between the parties, including payment.
    • If Customer is in default in complying with any obligations arising from these Conditions and/or any Agreement between the parties, PSS shall have the right at all times to obtain possession of or inspect the Products for which title has been retained, wherever they are located, without prejudice to PSS's other rights to compensation in connection with Customer's default.
    • Any shipment, delivery, or performance date stated in the Offer or other contract document is approximate only and does not constitute any guarantee of shipment, delivery, or performance on any particular date. Failure to make shipments as scheduled does not constitute a cause for cancellation and/or damages of any character.
      1. Any lead time provided in the Offer is effective from the date the order is approved for processing. Scenarios that might impact an order's approval date include, but are not limited to:
        • Customer establishing credit
        • Customer exceeding a pre-established credit limit
        • Customer reconciling past-due invoices
        • Customer supplying inaccurate or incomplete information on Offer
        • PSS waiting to receive payment from Customer
    • Freight quotes are based on standard delivery to a dock with the appropriate equipment available for offloading. PSS will not be held responsible for additional accessorial fees or charges issued by the freight carrier due to, but not limited to: Incorrect address provided (including zip code); no one available for delivery/multiple delivery attempts; limited access; lift gate requirement; farm delivery; inside delivery; residential delivery; and/ or non-delivery storage fees.
    • Any damaged/shorted loads must be noted on the Bill Of Lading and reported to PSS within 24 hours of receiving. Please contact PSS at 1-800-662-6338 or email to team@pss-innovations.com.
    • Time shall not be of the essence of this agreement.
  8. Nonconformity
    • ​Unless otherwise specified, all Products shall be inspected before shipment. If, upon receipt of any such equipment by Customer, the same shall appear not to conform to the contract, the Customer shall immediately (but in no event more than thirty (30) days after receipt of same) notify PSS, stating full particulars in support of its claim and afford PSS a reasonable opportunity to inspect the equipment. No equipment shall be returned without PSS’s consent. Any returns accepted to PSS shall have a return material authorization (RMA) number issued by PSS.
  9. Delays
    • ​PSS shall not be liable for loss, damages, or non-performance resulting from delays in receipt of final specifications or instructions from Customer, changes in specifications, force majeure, including but not limited to strikes, labor disturbances, material shortages, non-manufacturing conditions, delays or failures of carriers or communication, epidemics, fire flood, storms, accident, riot, acts of terrorism, war and invasion, governmental requisition or priorities, acts of God, or other causes beyond PSS's reasonable control.
    • In such event, the delivery date shall be extended for a period equal to the time lost by reason thereof, or PSS at its option may cancel the delivery and refund any amounts paid by Customer, as Customer's sole and exclusive remedy. PSS shall undertake to notify the Customer promptly of any significant delay and will specify the revised delivery date as soon as practical. IN NO EVENT SHALL PSS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES RISING OUT OF A DELAY IN, CANCELLATION OF, OR FAILURE TO DELIVER OR MANUFACTURE.
    • If shipment is delayed or extended by Customer, Customer shall arrange for and notify PSS of the place or places to which PSS shall ship the Products covered by the order for warehousing or storage at Customer's expense and all risk of loss or damage to the Products or Services shall be borne by Customer. If Customer is unwilling or unable to promptly arrange for warehousing or storage facility, PSS may do so at Customer's expense. Customer hereby agrees to pay any and all storage charges so incurred and PSS's invoice, which it shall issue upon shipment of Products to the place of storage.
  10. Cancellation
    • ​​Cancellation or suspension of the order by Customer after acceptance by PSS may be made only with written approval of a PSS authorized representative and on terms which will compensate PSS for loss due to the cancellation. If Customer fails to make payments to PSS in accordance with the Terms and Conditions, PSS may, at its option, cancel all undelivered parts of this order by written notice to Customer. In the event of any cancellation of this order by either party, Customer shall pay to PSS a restocking fee of 15% of the value of the order. No custom order can be cancelled or modified and Customer will be billed for cost of the order and any associated fees regardless of whether Customer accepts delivery or not.
  11. Product Design
    • ​PSS reserves the right to make changes and improvements in the design and specifications of its Products without notice or obligation to Customer. All engineering data, design information, engineering and shop drawings used in the completion of the Products are property of PSS.
  12. Patents, Trademarks, and Copyrights
    • ​​PSS warrants that Products shall be delivered free of any rightful claim for infringement of any United States patent, trademark or copyright.
    • If PSS is notified promptly in writing of any claim of infringement, PSS will defend or may settle at its expense any such claim. PSS shall pay all damages and costs awarded against Customer due to breach of this warranty; provided, however, that Customer must cooperate with PSS in the defense of any claim. PSS shall, at its expense and option, either procure for the Customer the right to continue using any infringing Products, or replace or modify them so they become non-infringing, or remove the Products and refund the purchase price (less reasonable depreciation for any period of use). The foregoing states the entire liability of PSS for patent, trademark, or copyright infringement by Products or any part thereof.
    • The preceding representations shall not apply to any Product specified by Customer or manufactured to Customer's design, or to the use of any Product furnished hereunder in conjunction with any other item in a combination not furnished by PSS as a part of this transaction. As to any such item, part, or use in such combination, PSS shall have no liability whatsoever for patent, trademark or copyright infringement and Customer will indemnify PSS and hold PSS harmless against any claims, liability, damages or expenses, including reasonable attorney fees, as a result of infringement claims arising therefrom.
  13. Disclosure Information
    • ​​Any information, suggestions or ideas given by the Customer to PSS in connection with PSS's performance hereunder are not secret or submitted in confidence, except as may be otherwise provided in writing, signed by PSS.
  14. Warranty and Disclaimers
    • ​PSS warrants that its Products shall be free from defects in material and workmanship for one (1) year form the date of shipment, unless expressly provided otherwise in writing by PSS. PSS's warranty does not apply to damage resulting from unauthorized installation, accident, casualty, alteration, misuse, or failure to follow PSS's written instructions. ENTIRE WARRANTY: PSS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND PSS EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED. PSS SHALL HAVE NO OTHER LIABILITY, DIRECT OR INDIRECT, OF ANY KIND, INCLUDING LIABILITY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
    • Customer's sole and exclusive remedy for breach of the foregoing warranties shall be the repair or replacement of the defective Product, or, at the PSS's option, a refund of the purchase price; provided (1) the Product has not been altered or modified by other than PSS, (2) it has been properly stored, installed, maintained and operated within the limits specified by PSS, and (3) Customer promptly sends to PSS notice of defect and satisfactory proof thereof, including allowing PSS the opportunity to inspect the Products, and in the event of repair or replacement, returns the product to PSS, freight prepaid. Defective parts replaced by PSS shall become the property of the PSS. Repaired or replacement parts will be shipped to the Customer FOB point of shipment.
    • PSS is not responsible for any charges relating to warranty work or product replacement that have not been authorized by PSS in writing.
    • NEITHER PSS NOR CUSTOMER SHALL BE LIABLE TO THE OTHER FOR SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES FOR LOSS OF USE ARISING DIRECTLY OR INDIRECTLY FROM ANY BREACH OF CONTRACT, MATERIAL OR OTHERWISE, OR FROM ANY TORTIOUS ACTS OR OMISSIONS OF THEIR RESPECTIVE EMPLOYEES OR AGENTS, AND IN NO EVENT SHALL THE LIABILITY OF PSS EXCEED THE PRICE OF THE DEFECTIVE PRODUCT OR OF THE PRODUCT SUBJECT TO LATE DELIVERY. If PSS, without separate compensation therefor, furnishes the Customer with advice or other assistance concerning any product supplied hereunder or any system or equipment in which any such product may be installed which is not required hereunder, the furnishing of such advice or assistance will not subject PSS to any liability whether in contract, tort (including negligence and strict liability) or otherwise.
  15. Product Instructions, Notices and Warnings
    • ​​Customer shall comply with and require its agents and employees to comply with all directions, safety notices, warnings, and other instructions furnished by PSS, and shall use and require its agents and employees to use reasonable care in the use of the Products.
      B. PSS SHALL HAVE NO OBLIGATION OR LIABILITY FOR ANY FAILURE OF CUSTOMER, CUSTOMER'S EMPLOYEES, AGENTS, OR ANY THIRD PARTY TO OBSERVE THE PROVISIONS OF THIS SECTION, OR FOR ANY INJURY OR DAMAGE CAUSED, IN WHOLE OR IN PART, BY CUSTOMER'S FAILURE TO COMPLY WITH PSS’S INSTRUCTIONS, DIRECTIONS AND NOTICES, AS WELL AS APPLICABLE FEDERAL, STATE, OR LOCAL SAFETY REQUIREMENTS. CUSTOMER SHALL INDEMNIFY AND HOLD PSS HARMLESS FOR ANY CLAIMS, LIABILITIES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH INJURY OR DAMAGE OR CLAIM THEREOF.
  16. Assignment
    • ​​No right accruing to the Customer by virtue of the manufacturer/purchaser relationship between PSS and the Customer nor any duty of PSS resulting from that relationship shall be assignable without PSS's prior written consent.
  17. Severability
    • ​​Invalidity of any provision of PSS's Terms and Conditions shall not affect the validity of any other provision hereof and any invalid provision shall be severed from the valid provisions.
  18. Non-Waiver
    • ​​No failure by PSS to exercise any right accruing to it by virtue of the manufacturer/purchaser relationship or under any contract of sales entered into with the Customer shall operate as a waiver thereof or preclude the exercise of any other right or privilege by PSS.
  19. Notice
    • ​Any notice required or contemplated hereunder shall be in writing and shall be delivered personally, sent by fax, by prepaid registered mail, or via electronic mail to the registered Customer email address or to PSS at team@pss-innovations.com. Notice by fax and electronic mail shall be deemed to have been received when transmitted and any notice sent by registered mail shall be deemed to have been received on the second day following the date mailed.
  20. Entire Agreement and Amendments
    • ​​There are no other Terms and Conditions applicable to the purchase and sales of PSS's Products other than those contained in the Offer (including any specifications or other documents incorporated by reference in the Offer). No modification, amendment, waiver or other change of any provision of PSS's Terms and Conditions shall be binding on PSS without PSS's written consent.
  21. Limitations of Actions
    • ​​Any action for a breach of contract arising out of PSS's acceptance of Customer's order or arising out of Customer's acceptance of Product supplied must be commenced within one year after the cause of action has accrued.
  22. Governing Laws; Remedies
    • ​​The rights and obligations of the Customer and PSS, and the construction of any contract formed between them shall be governed by the laws of the State of Ohio without regard to conflict of laws, or federal patent law, if applicable.
    • If the Customer fails to fulfill the terms of payment of any invoice or if the financial or business condition or responsibility of the Customer shall become impaired or unsatisfactory to the PSS, PSS may, without liability to Customer or prejudice to any
      other legal or equitable remedy, suspend performance until past due payments are made and satisfactory assurance of payment is received.
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