1. Introduction
Carton Packaging & Print, Inc. ("Carton") maintains the publicly available portions of the website located at fromcarton.com and all of its content (collectively, the “Platform”) for use by its customers. A “Customer” is a customer it has agreed to work with that will seek to or will purchase manufactured products (“Items”) through use of the Platform from third parties that, through use of the Platform, sell or offer to sell Items. The "Supplier" is an entity that is using the Platform to make a particular sales of products ("Order Items") and services to a customer.
The Customer and Supplier hereby agrees that its access to and use of the Platform is subject to these Terms of Service ("TOS"), Privacy Policy, and all applicable laws. Each individual user of the Platform (“User”), such as the employees and agents of the Customer and Supplier, agree to be bound by these TOS on behalf of the Customer or Supplier the User is associated with, and represents and warrants that they have the authority to agree to these TOS on the Customer’s and Supplier's behalf.
2. Quotes
Quotes requests submitted by the Customer via the Platform, , or that should have been submitted via the Platform, are governed by these TOS. Customer acknowledges that it may receive no responses to its quote requests, and that nothing herein is a guarantee of a response from Suppliers. Customer agrees that it shall only submit Quotes requests with the actual intention to purchase Items.
3. Orders
3.1 Payment Terms
The Supplier and Customer agrees that the payment terms for the Order shall be the payment terms offered in the accepted quote containing the Order Items, unless otherwise agreed upon by the Customer and the Supplier and updated in the Platform. The Customer agrees to be invoiced in accordance with the payment terms associated with the Order Items quote submitted by the Supplier. The payment terms may also apply to tooling, shipping, taxes and other fees associated with the Order. If not otherwise specified in the Supplier’s quote, the Supplier and the Customer agree that payment for the Order is due upon order finalization and prior to the beginning of production.
3.2 Tooling
The Supplier agrees that the Customer owns any tooling used in the production of the Order Items once the tooling has been paid for by the Customer.
3.2.1 Disposal
The Supplier agrees to store the Customer’s tooling for up to twelve (12) months without use. Tooling that has not been used for a period of twelve (12) months from last purchase date may be disposed of at the discretion of the Supplier.
3.3 Inspection
The Supplier shall inspect the Order Items prior to releasing them to the Customer. The Customer shall inspect the Order Items upon receipt from the Seller.
3.3.1 Order Rejection
The Customer has the right to reject the Order Items that are damaged or non-conforming to the Order Items’ specifications or quality policies, within fourteen (14) days of receiving them, regardless of whether the Customer has acknowledged receipt, has been invoiced or has paid for the Order Items. If the Customer does not reject the Order Items within fourteen (14) days of receiving the items, the Customer shall be deemed to have finally and unconditionally accepted the Order Items received.
The Customer must provide written notice and supporting documentation via the Platform to the Supplier of any non-conforming items
4. Payments
4.1 Default Payment
A valid default payment method is required to be maintained by the Customer on the Platform at all times. If payment is declined an additional fee may be assessed per charge attempt. Invoices that remain unpaid by the Customer will be automatically paid using the Customer’s default payment method 1 day after the invoice due date. Carton may attempt to charge other payment methods on the platform if the default payment fails to process.
4.2 Payment Authorization
The Customer authorizes charges to the bank account on file. The Customer agrees that the Customer will be charged the full balance of all past due bills.
4.3 Non-Sufficient Funds
In the case of an ACH Transaction being rejected for Non-Sufficient Funds (“NSF”), the Customer agrees that Carton may, at its sole discretion, attempt to process the charge again within 3 business days. The Customer also agrees to an additional $50.00 charge for each attempt returned as NSF which will be initiated as a separate transaction from the authorized payment(s). The Customer agrees that the origination of ACH transactions to the account on file must comply with the provisions of U.S. law. The Customer agrees it will not dispute any transactions referred to herein with the Customer’s bank company, so long as the transactions correspond to the terms indicated in herein.
5. Off-Platform Communication
The Customer and Supplier agrees that Carton shall have no liability or responsibility for any quotes, orders, or changes to the foregoing that are made outside of the Platform or that are not reflected in the Platform.
6. Confidentiality
The Customer and Supplier will preserve as confidential and protect the confidentiality of any information contained in the Platform. The Customer and Supplier agrees it shall not use information provided via Carton for any purpose outside of the scope of the relationship with Carton and the Platform.
The Supplier agrees that location, manufacturing capabilities and other types of information shared by the Supplier and not inclusive of subcontractors, as well as performance based data garnered through the Platform, may be used by Carton on the Platform, as well as made publicly available by Carton. The Customer agrees that specifications, quotes, and order data submitted by the Customer for internal analysis and estimations.
The Supplier will not disclose customer information to any third party unless otherwise agreed upon with Carton in writing.
7. Force Majeure
Each party agrees that the other party is not responsible for anything that such party may otherwise be responsible for, if it is the result of events beyond such party’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, pandemic or epidemic, or any other event beyond such party’s control.
8. Governing Law & Venue
The Customer and Supplier agrees that any agreements it enters into with Carton, and these TOS are governed by the law of the State of California without regard to its conflicts of law principles. The Supplier further agrees to the venue and jurisdiction of the state courts, federal courts, and arbitrations located in San Bernardino County, CA, USA.