Terms and Conditions
1. Application of Terms and Conditions
1.1 Parties: These Terms (Terms) are a legally binding agreement governing the purchase of goods of any kind (Goods) from:
A) Papperie Packaging, a company registered in the Philippines under Business Registration No. 7276207 (Supplier).
B) You, either individually or for and on behalf of the entity or organization that you represent (Customer, you, your, or yours).
1.2 Application: The Terms apply whenever the Supplier agrees to provide Goods to you, and the Terms form part of every contract and dealing you have with the Supplier, unless otherwise expressly agreed in writing by the Customer and Supplier.
1.3 Agreement: The Supplier will be deemed to have agreed to supply Goods to you only once the Supplier has expressly confirmed or accepted your order in writing.
1.4 Authority to contract: Where you are accepting the Terms on behalf of an entity or organization that you represent, you warrant that you have the authority to enter into these Terms on behalf of that entity or organization.
2. Collection and Use of Information
2.1 Information: The Customer authorizes the Supplier to collect, retain, and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness (if applicable), enforcing the rights under the contract, or marketing any Goods provided by the Supplier to any other party.
2.2 Authority to contact: The Customer authorizes the Supplier to use and disclose any information obtained to any person for the purpose set out in clause 2.1.
3. Quotation, Price, Samples
3.1. Quotation: In response to a request for a quotation by the Customer from the Supplier (Quotation), the Supplier will deliver a Quotation which sets out, as applicable, the Goods ordered, the purchase price and payment details for the Goods and any other key particulars. The Supplier will also provide the Customer with an artwork containing the design and specifications of the Goods to be used by the Supplier (if approved) as a guideline for production of the Goods (Sign-Off proof).
3.2. Acceptance: Where the Customer wishes to accept the Quotation and Sign-Off Proof, the Customer must return a copy of both documents signed by a duly authorized representative. Upon receipt, the Quotation shall become binding, and the Customer shall be deemed to have accepted and be bound by the Sign-Off Proof and these Terms for the purposes of the order.
3.3. Price: The Supplier will charge the Customer for the provision of Goods at the Supplier’s rates and charges as agreed between the Customer and Supplier and outlined in the Quotation.
3.4. Tax and Duties: Unless otherwise stated, all rates and charges are exclusive of international fees, levies, or duties payable in respect of the supply of Goods to the Customer.
3.5. Delivery costs: Unless expressly agreed between the Supplier and the Customer, all rates and charges exclude delivery costs and the Customer will be liable for all such costs.
3.6 Physical samples and prototype fees are non-refundable and are charged separately unless otherwise stated.
4. Payment
4.1. Invoices and payments of Goods: Following acceptance of the Quotation and Sign-Off Proof, the Supplier will issue an invoice to the Customer detailing the payment price and other key particulars of the order. Unless otherwise agreed by the Supplier in writing, the Customer must pay:
A) A 60% deposit is required before production begins, and to secure the order on or before the date specified in the relevant invoice; and
B) the 40% balance of the total invoiced amount plus any delivery costs (both domestic and international) in respect of the order prior to the date on which the Goods arrive in the destination country (as notified by the Supplier to the Customer in writing). The Customer will be liable for any handling fees, storage costs and/or similar charges/fees that are incurred by the Supplier for reasons beyond its control (including where the costs are incurred as a result of the delay or failure of the carrier of the Goods or any other third party) or otherwise incurred by the Supplier as a result of the Customer failing to perform any of its obligations under these Terms.
Final shipment or delivery to the Customer will be arranged once payment (including but not limited to handling fees, storage costs, delivery costs (both domestic and international) and Sample Fees (if any)) have been received in full.
C) Production commences only after cleared funds are received.
D) Upon receipt of the deposit payment, the order becomes final and binding and may not be cancelled without the Supplier's prior written consent.
E) Non-Refundable Deposit - The deposit is non-refundable as it is used to purchase raw materials, allocate production capacity and commence manufacturing specifically for the Customer's order.
F) Changes to Order - Any request to amend the order after payment of the deposit shall be subject to the Supplier's approval, production status and material availability. Any approved changes may result in additional charges and revised production or delivery timelines.
G) Custom-Made Products - All products are custom manufactured to the client's approved specifications. As such, they are not eligible for return, exchange, or refund unless the Goods contain manufacturing defects or do not materially conform to the Customer's approved specifications.
4.2. Method of Payment: The method of payment of an invoice must be by direct credit, or by any other method as agreed between the Supplier and the Customer from time to time.
4.3 Default: Subject to clause 4.4, if the Customer does not pay any amounts owing under clause 4.1B or any other amount that is due and payable under these Terms on or before the due date for such payment, the Supplier will be entitled (without prejudice to any other right or remedy it may have) to charge, in addition to any monies due under these Terms, interest on the outstanding amount at 15% per annum, calculated on a daily basis from the date the payment became due until the date payment is actually received by the Supplier.
4.4 Default Costs: The Customer agrees to indemnify the Supplier and keep the Supplier indemnified from and against all losses, costs, and expenses resulting from the Customer’s breach, including, but not limited to, any legal costs, costs of recovery and costs of enforcement of any of the Supplier’s rights.
4.5 Termination: Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation under these Terms, the Supplier may suspend or terminate the supply of Goods to the Customer and refuse to supply the Customer with Goods in the future.
The Supplier will not be liable to the Customer for any loss or damage the Customer suffers as a result of the Supplier exercising its rights under this clause 4.5.
4.4 Default Costs: The Customer agrees to indemnify the Supplier and keep the Supplier indemnified from and against all losses, costs, and expenses resulting from the Customer’s breach, including, but not limited to, any legal costs, costs of recovery and costs of enforcement of any of the Supplier’s rights.
4.5 Termination: Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation under these Terms, the Supplier may suspend or terminate the supply of Goods to the Customer and refuse to supply the Customer with Goods in the future.
The Supplier will not be liable to the Customer for any loss or damage the Customer suffers as a result of the Supplier exercising its rights under this clause 4.5.
5. Risk and Liability
5.1 Risk: Risk in the Goods passes to the Customer once the Goods are handed to the shipping carrier.
5.2 Delay or failure: The Supplier shall not be liable for any delay or failure to perform its obligations under these Terms if the cause of the delay or failure is beyond its control, including (but not limited to) where the delay is caused by the carrier of the Goods. Delivery dates are estimates only. The Supplier is not liable for delays caused by customs clearance, shipping lines, airlines, freight forwarders, or government authorities.
The Customer will not be excused from the performance of any of its obligations under these Terms because of any delay by the Supplier to perform its obligations where such delay is caused by reasons beyond its control, including (but not limited to) where such delay is caused by the carrier of the Goods or any other third party.
5.3. Consequential loss: The Supplier shall not in any circumstance be liable for any loss of profits or any consequential, indirect or special loss arising directly or indirectly from the provision of Goods to the Customer.
5.4. Limitation of liability: To the fullest extent permitted by law and notwithstanding any other provision of these Terms, if the Supplier is held or found liable to the Customer relating to or arising in connection with these Terms, the Supplier’s total liability to the Customer will not exceed an amount equal to the aggregate fees payable to the Supplier by the Customer for the relevant order under which liability arose.
5.5. Finished goods not collected within 30 days may incur storage charges.
6. Title and Security
6.1. Title: The Customer acknowledges and agrees that the title of the Goods supplied by the Supplier will not pass to the Customer until the purchase price of the Goods and all other amounts owing by the Customer to the Supplier including but not limited to all delivery costs (both domestic and international) and Sampling Fees (if any) have been paid in full.
6.2 Relationship: In relation to the Goods supplied by the Supplier to the Customer for which payment in full has not been received:
A) The relationship between the Supplier and Customer shall be one of principal and agent in relation to the Goods;
B) The Customer will hold the Goods as bailee for the Supplier;
C) The Supplier may at any time after a breach of these Terms terminate any agreement relating to the bailment of the Goods and may immediately retake possession of the Goods; and
D) Where the Goods are disposed of, the monies resulting from the disposal and all other proceeds received in respect of the Goods, including insurance proceeds, will be kept separately in trust for the Supplier by the Customer.
6.3 Access: Where the Customer has not made full payment for the Goods delivered by the Supplier and held in the Customer’s possession, the Customer gives irrevocable authority to the Supplier to enter any premises occupied by the Customer, at any reasonable time, to remove any goods not paid for in full by the Customer.
6.4 Indemnity: The Customer also agrees to indemnify and hold the Supplier harmless for reasonable costs of removal, enforcement, and legal action in respect of the removal of any Goods.
7. Manufacturing Agreements
A) Artwork Approval: The Customer is solely responsible for ensuring that all artwork, spelling, dimensions, colors and specifications shown on the approved Sign-Off Proof are correct. Once the Sign-Off Proof has been approved, the Supplier accepts no responsibility for errors approved by the Customer.
B) Color Variation: Printed colors may vary slightly from digital proofs, physical proofs, and screen displays due to normal manufacturing processes.
C) Paper & Material Tolerances: (paper shade, texture, and GSM may vary within industry tolerances).
D) Quantity Tolerance: Unless otherwise agreed in writing, the Supplier reserves the right to deliver up to 5% more or less than the ordered quantity, with the Customer being invoiced for the actual quantity supplied.
E) Production Tolerance: Minor dimensional variations are acceptable. Natural materials such as kraft paper, cotton, jute, and specialty papers may exhibit slight variations in color, texture, and fiber composition. These variations are not considered defects.
F) Customer Artwork Warranty: The customer confirms they own the rights to logos, trademarks, and artwork supplied.
G) Inspection Period: Claims must be made within 7 days of delivery.
H) Force Majeure: Protection against delays caused by events beyond the Supplier's control, beyond the carrier-related wording already included.
I) All production files, dielines, packaging engineering, quotations, and manufacturing specifications created by Papperie remain the intellectual property of the Supplier unless otherwise agreed in writing.
8. Warranty: The Customer must inspect all Goods within 5 calendar days of delivery and notify the Supplier in writing of any manufacturing defects. Failure to do so constitutes acceptance of the Goods.
9. Governing Law and Jurisdiction
These Terms and Conditions are governed by and construed in accordance with the laws of the Republic of the Philippines. The parties will first attempt to resolve any dispute arising from these Terms and Conditions through good-faith negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to the appropriate courts of the Republic of the Philippines.