These Standard Purchase Order Terms and Conditions (the “T&Cs”) are incorporated by reference in all purchase orders issued by Destiny Packaging, LLC. Each such purchase order is herein referred to as the “Purchase Order”, the entity issuing the Purchase Order is herein referred to as “Buyer”, and the entity or entities to whom the Purchase Order is issued is herein referred to as “Seller”.

  1. Acceptance of the Purchase Order shall be unqualified, unconditional and shall be limited to the express terms contained on the face of the Purchase Order and these T&Cs. BUYER EXPRESSLY OBJECTS TO AND SHALL NOT BE BOUND BY ANY PROVISIONS ADDITIONAL TO, OR AT VARIANCE WITH, THE TERMS HEREOF THAT MAY APPEAR IN SELLER’S QUOTATION, ACKNOWLEDGMENT, CONFIRMATION, INVOICE OR IN ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER TO BUYER UNLESS SUCH PROVISION IS EXPRESSLY AGREED TO BY BUYER IN WRITING AND SIGNED BY BUYER’S AUTHORIZED PERSONNEL. Seller will be deemed to have assented to the T&Cs when (i) Seller acknowledges acceptance hereof either electronically or by signing the first page; (ii) when Seller commences the production of or shipment of all or any part of the goods in accordance with the Purchase Order; or (iii) when Seller has otherwise assented to the terms and conditions hereof. In the event that Buyer and Seller are parties to a separate supply or distribution agreement for the sale of goods by Seller to Buyer, the terms and conditions of such agreement will control and have precedent over these T&Cs to the extent they conflict with each other. Buyer may require Seller from time to time to enter into, acknowledge and confirm other Seller documents and policies related to, without limitation, product liability indemnification, insurance requirements or supplier code of conduct, such documents and requirements to be incorporated herein by reference.
  2. The interpretation of rights and obligations attached to any trade term contained in the Purchase Order must be consistent with (i) Incoterms 2020 as issued by the International Chamber of Commerce or those Incoterms in effect at the time of issuance of this Purchase Order or (ii) the Missouri Uniform Commercial Code as in effect at the time of issuance of this Purchase Order if not otherwise specifically regulated by the Incoterms.
  3. Time is of the essence. If delivery of the goods called for by the Purchase Order is not completed by the time scheduled, Buyer reserves the right, without liability, to terminate the Purchase Order by notice to Seller and to arrange for completion and/or purchase of substitute items elsewhere and to charge Seller with any loss or additional costs or expenses incurred. Risk of loss of or damage to the goods called for by the Purchase Order shall remain with Seller until actual delivery of such goods to Buyer. All such goods shall at Seller’s expense be suitably packed, marked, loaded and shipped in accordance with Buyer’s requirements or those of common carriers, as applicable. Seller shall reimburse Buyer for any extra handling charges incurred if Seller fails to follow those instructions.
  4. Goods delivered (whether paid for or not) are subject to inspection, testing and approval by Buyer before acceptance. If after delivery, any of the goods called for by the Purchase Order are not in strict conformity with specifications and any applicable Seller certifications, representations and warranties or the requirements thereof, Buyer may, at its election, reject and return such goods at Seller’s expense.  The shipment of the goods must equal the exact amount ordered unless otherwise agreed to in writing by Buyer. Goods rejected or not purchased by Buyer which utilize or carry any logo, insignia, name, trade name, trademark, or other related markings of Buyer or any of its related entities or of any of their customers shall have the same removed prior to any sale, use or disposition by Seller.  Buyer may charge Seller with reasonable costs and expenses it has incurred for examining, testing, repacking, and reshipping of nonconforming or defective Goods.  Nothing contained herein constitutes a relief of Seller to conduct its own testing, inspection and quality control.  Buyer shall have the right to enter Seller’s premises to audit product quality and inspect the goods prior to shipment.
  5. Unless otherwise stated in the Purchase Order, terms of payment shall be net ninety (90) days upon receipt of goods or invoice by Buyer, whichever occurs last. Buyer may retain up to ten percent (10%) of any or all installments until completion of the performance due under the Purchase Order. All claims for money due or to become due from Buyer or any of its affiliates to Seller or any of its affiliates hereunder shall be subject to deduction or set-off by Buyer or its affiliates for any amount owing at any time by Seller or its affiliates to Buyer or its affiliates. Unless otherwise specified in the Purchase Order, all pricing must include all taxes and other charges such as shipping and delivery charges, duties, customs tariffs and other government-imposed surcharges. Seller shall issue separate invoices for each purchase order and shall upon Buyer’s request break-out from the price of the goods all such taxes and other charges in the invoice.  Partial shipments, if permitted or requested by Buyer in writing, shall be deemed payable upon completion of final delivery of the Purchase Order, or receipt of final invoice, whichever is later. Payment of the goods does not constitute acceptance thereof.
  6. Seller warrants that all goods and services covered by the Purchase Order (i) will conform to drawings, specifications, instructions or samples supplied by Buyer; (ii) will be merchantable and of good material and workmanship, free from all defects latent or patent; (iii) will be free of all liens, claims and encumbrances of title; (iv) will be fit for the particular purposes for which same are required by Buyer (which purposes are known to Seller and Seller acknowledges that Buyer is relying upon Seller’s skill and judgment to furnish suitable goods and services); (v) unless otherwise specified in the Purchase Order, will be new (not used or reconditioned) and shall not have been previously rejected by Buyer or any of Buyer’s customers; (vi) will not infringe any United States or foreign letter’s patent, trademarks, or copyrights; and (vii) will be manufactured and delivered in compliance with all applicable federal, state and local laws, rules and regulations. Seller shall, at Buyer’s discretion, either provide replacement goods or full refund of the purchase price paid by Buyer for all goods returned for non-conformance with the representations and warranties set forth herein or in any Seller product information, labeling, certification or testing, or for product failure. All Seller warranties will survive acceptance of the goods.
  7. Seller agrees that all goods sold and shipped to Buyer under the Purchase Order have been produced in strict compliance with all applicable laws, rules and regulations, including but not limited to the U.S. Fair Labor Standards Act of 1938 as amended and such other international and local standards applicable to Seller or as widely accepted by Seller’s industry. In no event shall Seller engage in nor tolerate in its supply chain the employment of child, forced or involuntary labor, whether prison, bonded, indentured or otherwise. Without limitation, Seller further represents and warrants that in performing the Purchase Order, Seller will comply with all applicable import and export laws, environmental laws, worker health and safety laws, consumer protection laws (including laws prohibiting the presence of certain substances in finished goods imported into the U.S. or other jurisdictions as applicable), labor laws and all rules and requirements of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and any anti-corruption laws of the jurisdiction applicable to Seller. In addition to any other rights or remedies Buyer may have hereunder, Buyer reserves the right to immediately cancel the Purchase Order or terminate any other agreement it may have with Seller for any non-compliance with the aforementioned laws, rules and regulations.
  8. Seller agrees to indemnify, defend and save Buyer harmless from any and all claims, actions, lawsuits, liabilities, losses, damages, costs and expenses (including attorney’s fees) arising from or alleged to arise from any or all of the following:
  9. Actual or alleged infringement of any patent, trademark, copyright or any similar right, or any claim of unfair competition in connection with the goods and shall promptly notify Buyer thereof;
  10. Actual or alleged death or injury to any person, damage to any property or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from the use of the goods, any actual or alleged defect in the goods, whether latent or patent, including actual or alleged improper construction or design of the goods, or the failure of the goods to comply with specifications or any express or implied warranties of the Seller; and

iii.           Actual or alleged violation of any law, statute or ordinance or any governmental administrative order, rule or regulation by the goods, or their manufacture, distribution, labeling, possession, use or sale.

  1. Except for payment obligations, neither Seller nor Buyer shall be liable for any delay or failure of performance due to any cause beyond the non-performing Party’s reasonable control, including but not limited to, labor disputes, fires, acts of God or government, quarantines, pandemics, epidemics or national emergency; provided, it shall have given notice in writing of any such delay promptly following the commencement thereof and shall have used its best efforts to make (or accept) delivery as expeditiously as possible. If Buyer believes that any such delay may impair its ability to meet its delivery schedules or may otherwise interfere with its operations, it may without liability to Seller cancel the Purchase Order.
  2. In addition to any other rights or remedies Buyer may have in law or equity, Buyer may cancel this Purchase Order at any time without any liability to Seller (i) upon the bankruptcy, insolvency or appointment of a receiver of Seller; (ii) upon failure of Seller to deliver goods in exact conformity with the terms of the Purchase Order; (iii) upon default or breach by Seller or any of its affiliates under the terms of the Purchase Order or any other agreement or contract between Seller or any of its affiliates and Buyer or any of its affiliates, or (iv) at any time prior to delivery of the goods hereunder by Seller. Seller shall immediately stop all work on the Purchase Order and cause its suppliers and subcontractors to stop such work. Buyer will not be responsible for any specific cancellation fees or penalties unless so provided in a separate written agreement signed by Buyer; provided, however, that if Buyer terminates the Purchase Order pursuant to clause (iv) of this paragraph, Buyer shall pay to Seller the actual cost incurred by Seller for all goods which had been completed in accordance with the Purchase Order that Seller could not sell to a third party after using commercially reasonable efforts to locate a new buyer. Seller agrees, to the extent possible, to minimize cost or expense charged to Buyer under this paragraph.
  3. Buyer may at any time prior to the ship date provide Seller with a written request to change the Purchase Order (“Change Order”). Within 48hours of receiving a Change Order, Supplier shall submit a request to Buyer for a reasonable equitable adjustment in the pricing and/or time for performance resulting from the Change Order, but shall, however, immediately commence work pursuant to the Change Order.  Seller and Buyer shall negotiate in good faith an amendment to the Purchase Order incorporating the Change Order and the agreed upon equitable adjustment to the price of the Goods and/or time of performance.
  4.          Any specifications, notes, instructions or drawings with respect to Buyer’s name, logo and/or trademark (i) remain the property of Buyer and shall be returned to Buyer immediately upon the request of Buyer or upon termination of the Purchase Order, and (ii) shall be held confidential by Seller.  Seller shall not to use the name, logo or any trademark of Buyer in any of its advertising or promotions without Buyer’s prior written consent.
  5. Except as otherwise provided in the Purchase Order, the Purchase Order price includes all applicable federal, state and local duties or sales, use, excise, value added or similar taxes.
  6. In addition to any other rights and remedies to which Buyer is entitled hereunder, under applicable law or in equity, Seller shall be liable to Buyer for its incidental or consequential damages which may arise in connection with the use of or inability to use the goods purchased hereunder whether such damage is based on a theory of breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory. Damages recoverable hereunder include, but are not limited to, loss of profit, loss of revenue, cost of any substitute goods, facilities or services downtime, especially as it relates to such claims of Buyer’s customers, and injury to property.  Seller shall not be liable for any exemplary or punitive damages. Buyer’s failure to insist on performance of any of the T&Cs, to exercise any right thereunder or Buyer’s waiver of any breach of the T&Cs does not constitute a waiver of any other rights, terms and conditions of the same or similar type.
  8. The Purchase Order shall be governed by the internal laws of the State of Missouri without giving effect to the conflicts of law provisions thereof. Buyer and Seller specifically waive application of the United Nations Convention on Contracts for the International Sale of Goods. All suits arising from or concerning the Purchase Order shall be filed in either the United States District Court for the Eastern District of Missouri or in the Circuit Court for the County of St. Louis, Missouri, except that any such action may be filed in another location selected by Buyer for the purpose of acquiring jurisdiction over third persons so that related disputes can be resolved in a single action. Seller hereby consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. Seller shall not assign or subcontract any of its rights, interests or obligations under the Purchase Order without the prior written consent of Buyer and hereby waives any objection to jurisdiction or venue of said courts and to service of process issued under their authority. If any part of the Purchase Order shall be held to be illegal, void or unenforceable, the remaining portions shall remain in full force and effect. The failure of Buyer to insist in any one more instances, upon the performance of any of the terms of conditions of the Purchase Order, or to exercise any right under the Purchase Order, shall not be construed as a waiver of any of the other terms and conditions of the Purchase Order nor the right to enforce the future performance of any term or condition or the future exercise of any other rights herein. The remedies provided for herein shall be cumulative and in addition to any other remedies provided by Law. The Purchase Order and these T&Cs shall constitute the entire agreement between Seller and Buyer, superseding all prior oral or written communications and negotiations with respect to the subject matter hereof.