TERMS AND CONDITIONS OF SERVICE AND SALE

Skaar & Wilcox Enterprises, LLC, DBA Packaging Solutions

These Terms and Conditions of Sale (“Terms and Conditions”) apply for review and acceptance by any persons or companies wishing to be a customer (“Buyer”) of Packaging Solutions. By purchasing goods and services (“Products”) from Packaging Solutions, you agree to be bound by the Terms and Conditions below. Packaging Solutions reserves the right, in its sole discretion, to change the Terms and Conditions
from time to time without advanced notice. The most current version of the Terms and Conditions will supersede all previous versions. Packaging Solutions encourages you to periodically review the Terms and Conditions to stay informed of our updates.

Unless otherwise specifically agreed to in writing by an authorized representative of Packaging Solutions, these Terms and Conditions shall apply to any order accepted by Buyer for Products sold and/or supplied by Packaging Solutions to Buyer.

1. Payment
Buyer shall pay in full for the Products without deduction, offset or counterclaim, in accordance with the payment terms set forth in Packaging Solutions’ invoice. (Payment terms are NET 30 days from the date of Packaging Solutions’ invoice.) Past due amounts shall accrue interest at the lesser rate of 18% per year or the maximum rate permitted by applicable law until paid in full.

Should any indebtedness owing by Buyer to Packaging Solutions be past due, Packaging Solutions may, at its option and without prejudice to its other remedies, withhold further service or deliveries to Buyer until all indebtedness owed to Packaging Solutions has been fully paid.

2. Damaged Goods
Buyer must note Product damage on POD (Proof of Delivery) and notify Packaging Solutions with photographic evidence of damaged goods at the time of delivery. The absence of said notes and evidence shall imply damage-free reception. After five (5) days of receipt by Buyer without comment, Packaging Solutions considers the delivery accepted and with conforming Products.

3. Nonconformity
Should any Product fail to meet the written specifications agreed to between Buyer and Packaging Solutions, Buyer shall notify Packaging Solutions within five (5) business days to describe the claim of nonconformity.

4. Warehousing Custom Product
Buyer must take all custom product within 90 days of Packaging Solutions receiving the product (unless the Buyer and Packaging Solutions established alternative agreement in writing). Packaging Solutions shall charge a warehousing fee of $1.65 per pallet per day starting on the 91st day.

5. INDEMNIFICATION
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, Packaging Solutions and Buyer agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with these Terms and Conditions.

6. General Provisions
The invalidity, in whole or in part, of any Article or paragraph (or portion thereof) of these Terms and Conditions shall not affect the validity of the remainder of such Article or paragraph (or portion thereof).

The waiver by either Packaging Solutions or Buyer of a breach, default, delay, or omission of any of the provisions of these Terms and Conditions by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Washington.

Headings are inserted for convenience only and shall not be deemed to be part of these Terms and Conditions.

These Terms and Conditions, and all rights and obligations hereunder, shall be binding upon, and inure to the benefit of Packaging Solutions and Buyer and their respective successors, and permitted assignees.

These Terms and Conditions (together with Buyer’s orders for the Products accepted in writing by an authorized representative of Packaging Solutions in Elma, Washington) constitute the entire agreement between Packaging Solutions and Buyer with respect to the subject matter of these Terms and Conditions and replaces and supersedes all prior discussions, negotiations, understanding and agreements, whether written or oral, between Packaging Solutions and Buyer. These Terms and Conditions may only be amended or modified by a writing signed by both Packaging Solutions and Buyer.