1. Scope of Services
The Company acts as an independent broker and consultant to assist the Client with sourcing, design, specification, and procurement of packaging materials and supplies. Specific project scope, timelines, and deliverables will be outlined in a separate Statement of Work (SOW) or Quote.
2. Brokerage & Consulting Role
- Brokerage: When acting as a broker, the Company connects the Client with third-party packaging manufacturers and suppliers ("Vendors").
- No Direct Manufacturing: The Company is not a manufacturer. All orders fulfilled by third-party Vendors are subject to the terms, warranties, and production tolerances of those respective Vendors.
3. Fees & Payment Terms
- Consulting Fees: Invoiced as agreed upon in the SOW (e.g., hourly rate, flat project fee, or retainer).
- Brokerage Commissions: The Company may receive compensation or commissions from third-party Vendors for orders facilitated through our network.
- Payment Terms: Net [30] days from invoice date unless otherwise specified. Late payments accrue interest at [1.5]% per month (or the maximum allowed by law).
4. Client Responsibilities & Artwork Approval
- Proofing: The Client is strictly responsible for reviewing and approving all final designs, artwork, dielines, dimensions, copy, and material specifications prior to production.
- Accuracy: The Company is not liable for errors in final products if production matches the Client-approved proofs.
5. Freight, Shipping, & Tolerances
- Tolerances: Standard industry volume and size variations (e.g., +/- 10% quantity overrun/underrun, color variation) apply as governed by the fulfilling Vendor.
- Shipping: Freight costs, customs duties, taxes, and risk of loss pass to the Client upon carrier pickup from the Vendor, unless explicitly negotiated otherwise.
6. Intellectual Property & Confidentiality
- Both parties agree to maintain the confidentiality of proprietary business information, pricing, supplier contacts, and trade secrets shared during the engagement.
- Client retains ownership of all pre-existing logos and trademarks provided to the Company.
7. Limitation of Liability
To the maximum extent permitted by law, the Company’s total liability for any claims arising from or related to our services shall not exceed the total fees paid by the Client to the Company under the applicable SOW. In no event shall the Company be liable for indirect, incidental, or consequential damages (including lost profits or downtime).
8. Termination
Either party may terminate the agreement upon [30] days' written notice. Upon termination, the Client shall pay for all consulting hours logged, completed work, and non-cancelable vendor orders placed prior to the termination date.
9. Governing Law
These Terms shall be governed by and construed in accordance with the laws of [Insert State/Country], without regard to its conflict of law principles.