KING PLASTICS, INC.

TERMS AND CONDITIONS OF SALE

Posted at www.kingplastics.com/terms (Version 2026-1, effective August __, 2026)

 

NOTICE; APPLICATION. These Terms and Conditions of Sale (“Ts&Cs”) govern every sale of goods manufactured, sold or supplied by King Plastics, Inc., a California corporation with its principal place of business at 840 North Elm Street, Orange, California 92867 (“King Plastics” or “Seller”), to any customer (“Customer” or “Buyer”). They are incorporated by reference into, and form an integral part of, every quotation, Sales Order Confirmation, acknowledgment, invoice, packing list, bill of lading and sale. Seller’s willingness to sell is expressly conditioned on Customer’s assent to these Ts&Cs, and to these Ts&Cs alone.

 

VERSIONS. Seller may revise these Ts&Cs at any time by posting a revised version. The version posted on the date of the applicable Sales Order Confirmation governs that Order, and no revision affects Orders already confirmed; later revisions apply prospectively only. Provisions applicable only to certain Goods or transactions apply only to the extent applicable. Seller will furnish a copy of any version on request.

 

ASSENT. Customer is deemed to have received, read and expressly assented to these Ts&Cs, including Article IV (security interest/PMSI and filing authorization), Article VI (warranty disclaimer, exclusive remedy and liability limits), Article VII (indemnity), and the one-year limitations period and judicial-reference provisions, upon the earliest of: (a) signature or electronic acceptance of the Sales Order Confirmation; (b) Seller’s commencement of performance after the Confirmation, absent Customer’s written objection before performance begins; (c) Customer’s acceptance of delivery; or (d) any payment. Each such act is express assent for purposes including California Commercial Code § 2207(1) and authentication and adoption of these Ts&Cs as a record with the same effect as Customer’s signature. A Customer that does not assent must object in writing before performance and must not accept or pay for Goods.

 

ARTICLE I — ACCEPTANCE; CONFLICTING TERMS; DEFINITIONS

 

1. Counteroffer; Exclusive Terms. Each Customer purchase order (“P.O.”) is an offer. Seller’s Sales Order Confirmation rejects and counteroffers the P.O.; any acceptance by Seller is expressly conditional on Customer’s assent to the additional and different terms hereof under California Commercial Code §2207(1). Seller’s manufacture, performance, shipment or receipt of payment is not acceptance of Customer terms. Seller rejects in advance all additional, different or conflicting terms, whether or not material, contained in or referenced by any P.O., change order, credit/vendor application, supplier or quality manual, scorecard, portal, EDI transmission, email, website, hyperlink or other Customer document, including any document styled “terms and conditions for suppliers” or the like. Handwritten or stamped changes to Seller’s documents are void. Silence, course of performance/dealing or usage of trade is not assent. No Customer term binds Seller unless a writing identifies the provision, states that it modifies these Ts&Cs, and is signed by a King Plastics officer.

 

1. Precedence; Definitions. Conflicts are controlled in this order: (a) a written agreement signed by a King Plastics officer; (b) the face of the Sales Order Confirmation; (c) these Ts&Cs; and (d) Seller’s quotation. Customer documents are effective only to identify item, quantity, unit price and destination. “Goods” means all plastic containers, lids, closures and other products manufactured, sold or supplied by Seller; “Order” means an accepted order; “Agreement” means these Ts&Cs plus the applicable Sales Order Confirmation; “Third Party Buyer” means a purchaser of Goods or products packaged in or with Goods; “Tooling” means molds, dies, cavities, fixtures, gauges, jigs, patterns and related documentation, parts and replacements; “Laws” means all applicable federal, state, local and foreign statutes, ordinances, rules, regulations, orders and decisions; “UCC” means the California Uniform Commercial Code. “Including” is without limitation, “person” includes any entity, the singular includes the plural, headings are for convenience, and no provision is construed against Seller as drafter.

ARTICLE II — ORDERS; PRICES; PAYMENT; CREDIT

 

1. Orders; Quantities; Allocation. Orders are subject to Seller’s credit approval, minimum quantities, production-run requirements, and material/capacity availability. No lead time or delivery date is guaranteed; all such dates are estimates. Seller may round to the nearest standard shipping unit, ship within ±10% of ordered quantity as conforming full performance, and allocate scarce Goods or capacity among customers as it reasonably determines.

 

1. Prices; Adjustments; Taxes. Prices are those on the Sales Order Confirmation; quoted prices remain firm for the stated period or, if none, thirty (30) days. Notwithstanding any Customer document purporting to fix cost for the duration of an Order or to reject a cost increase, on ten (10) days’ written notice Seller may adjust prices of unshipped Goods for increased resin/raw material, energy, packaging, freight or labor costs, and for costs of compliance with new or changed Laws affecting the Goods, including Tooling modification, cavity engraving or insert changes, artwork, plate and label revisions, and testing, substantiation, certification, registration and reporting costs, and may immediately pass through supplier surcharges, tariffs, duties (including antidumping and countervailing duties) and government charges, producer-responsibility-organization fees and assessments. Prices exclude printing plates, art charges, colors, labeling, decoration, co-packing, skids, freight, warehousing, brokerage, insurance, less-than-minimum upcharges, extended-producer-responsibility, producer-responsibility-organization and similar packaging or product-stewardship fees, dues, assessments and eco-modulation charges, and all sales/use/VAT or similar taxes and fees (other than taxes on Seller’s net income), all of which are billed separately or included in price at Seller’s election, are not discountable, and are payable by Customer.

 

1. Payment; No Setoff. Payment terms are those on the Confirmation or, if none, net 30 days from invoice, in U.S. dollars. Time is of the essence. Past-due sums bear the lesser of 1.5% per month or the maximum lawful rate. Customer shall pay invoices in full without setoff, deduction, recoupment, withholding, chargeback or counterclaim. A “payment in full” tender is not an accord and satisfaction and is without prejudice to Seller’s right to collect the balance. Seller may apply payments in its discretion subject to Section 4.2. Customer shall pay all collection and enforcement costs, including reasonable attorneys’ fees, whether or not suit is filed and in insolvency proceedings. Credit-card payments may carry a 3% convenience fee.

 

1. Credit; Adequate Assurance. Seller need not extend credit and may withdraw, reduce or condition it at any time. Customer shall provide current financial information and secured-creditor/lien information on request, and Seller may obtain and rely on public-record lien searches. If Seller in good faith deems itself insecure, it may demand adequate assurance under UCC § 2609 and/or require cash in advance, deposit, acceptable irrevocable standby letter of credit or guaranty; suspend production; withhold or stop shipment; accelerate amounts due; or cancel unshipped balances, without liability. Failure to provide requested written assurance within ten (10) days is repudiation. Credit may be conditioned on compliance with Article IV and Seller’s reasonable satisfaction as to creation, perfection and PMSI priority.

 

1. Change in Law. If, after the date of a Sales Order Confirmation, any Law is enacted, amended, repealed, stayed, enjoined or newly interpreted in a manner that affects the Goods, their composition, specifications, markings or labeling, or Seller’s cost of producing or selling them, Seller may, on written notice: (a) adjust the price of unshipped Goods to recover its resulting costs, including the costs described in Section 2.2; (b) modify specifications, markings or labeling to the extent Seller deems necessary to comply, and no such modification is a nonconformity or a basis for rejection; or (c) cancel the unshipped balance of any affected Order without liability. Seller is excused from performance to the extent performance would be unlawful. Customer shall pay for all compliance work performed, Tooling modified, and raw materials, work in process and finished Goods rendered unsalable, noncompliant or unlawful to sell by the change. Amounts paid or incurred by Seller under this Section before the change in Law is stayed, enjoined, repealed or held invalid remain payable by Customer.

ARTICLE III — DELIVERY; TITLE; RISK; CANCELLATION; CLAIMS

 

1. Delivery; Risk; Storage. Unless the Confirmation states otherwise, shipments are F.O.B. Seller’s plant/shipping point, loaded and stowed. Title (subject to Article IV) and risk of loss pass on loading with the carrier. Goods in transit are at Customer’s risk; claims for loss or damage in transit must be made against the carrier and noted on the freight bill or delivery receipt. Seller is not liable for delivery delay. Customer pays demurrage/detention it causes. Inventory/safety-stock arrangements require timely payment, accurate forecasts and compliance with lead times. Goods held over ninety (90) days, or made obsolete by Customer discontinuance/change, or rendered unsalable, noncompliant or unlawful to sell by a change in Law, together with related raw materials, become immediately payable without regard to Customer’s payment terms; Seller may alternatively scrap at Customer’s direction and retain scrap. Customer-caused delay in furnishing approvals, artwork, specifications, materials or shipping instructions extends delivery and entitles Seller to storage fees and increased costs.

 

1. Cancellation; Changes; Returns. Non-custom Orders may be cancelled only within 72 hours after acceptance. No cancellation/reduction is permitted after Goods have been manufactured, after production begins, or after special materials/Tooling are purchased or prepared. Cancellation charges include purchased materials, work performed, unamortized Tooling and Seller’s lost margin. Completed custom Orders are non-cancellable/non-returnable. Returns require prior written authorization, new condition, return within 30 days at Customer’s expense, and a 20% restocking charge. Credits expire after 180 days.

 

1. Inspection; Acceptance; Claims. Customer shall inspect promptly. Goods are finally and irrevocably accepted unless Customer gives written notice of rejection within 30 days after delivery for reasonably discoverable nonconformities, or within 90 days for latent nonconformities. Shortage/shipping discrepancy claims are due within seven (7) days. As a condition to remedy, Customer shall, if requested, return affected Goods in the condition received and always afford Seller a reasonable opportunity to inspect and test.

 

ARTICLE IV — SECURITY INTEREST; PURCHASE-MONEY PRIORITY; PROCEEDS

 

1. Grant; Security Agreement. To secure all present and future obligations to Seller, including purchase price, service, cancellation, storage and Tooling charges, and enforcement costs (“Obligations”), Customer grants Seller a continuing security interest in the following, whether now owned or hereafter acquired and wherever located: (a) all Goods sold or delivered by Seller, with accessions, additions, attachments, parts, substitutions and replacements; (b) all products or masses into which Goods are or become incorporated, installed, filled, commingled or united, including filled, capped, sealed, labeled, cased or palletized containers and packaged products, to the fullest extent permitted by UCC §§ 9335–9336; (c) all proceeds of the foregoing within the meaning of UCC § 9102(a)(65), including accounts, chattel paper, instruments, documents, payment/general intangibles and cash and deposit-account proceeds arising from disposition of Goods or of products packaged in or with them; (d) insurance proceeds, returned, rejected and repossessed Goods and related carrier/warehouse/insurer claims; and (e) related books, records and data (“Collateral”). Customer acknowledges that Goods may become part of a product or mass. These Ts&Cs are a security agreement under UCC § 9203, and Customer’s assent is authentication for UCC §§ 9102(a)(7), 9203(b)(3)(A) and 9509(b).

 

1. PMSI; Payment Application. For purchase-money Obligations, Seller’s interest in the applicable Goods and identifiable proceeds is intended to have maximum purchase-money priority under UCC §§ 9103, 9324 and 9330. Each Order creates a separate PMSI; securing other Obligations does not limit the broader Section 4.1 lien. Under UCC § 9103(e)–(f), payments apply first to non-PMSI Obligations and then to purchase-money Obligations in delivery order, earliest first, unless Seller elects another commercially reasonable method, and PMSI character is preserved to the extent permitted despite cross-collateralization, other security, renewal, refinancing or restructuring.

 

1. Prior Liens; Filing; Further Assurances. Before credit delivery and thereafter on request, Customer shall provide a complete list of all inventory/accounts secured parties, with exact names, notice addresses and financing statements. Customer irrevocably authorizes Seller to communicate with them and send, renew, supplement or amend UCC § 9324(b) notices, and shall cooperate with requested acknowledgments, consents, subordinations or intercreditor agreements. Customer authorizes Seller, at Customer’s expense, to file in any jurisdiction financing statements, continuations and amendments describing the Collateral as above or more broadly as permitted by UCC § 9504, and shall take further action reasonably requested to create, perfect, continue and protect Seller’s interest and priority.

 

1. Customer Information; Covenants. Before credit shipment, Customer shall provide its exact legal name as shown on its public organic record, entity type, jurisdiction and organization number, chief executive office/principal business address and all Goods locations, and warrants accuracy. Customer shall give at least 30 days’ prior written notice (and before effectiveness where within its control) of any change in name, jurisdiction, form, executive office, principal place, inventory locations, merger, conversion, reorganization or change of control. Customer shall keep Goods at the disclosed locations; maintain records sufficient to identify and trace Goods, products incorporating them and proceeds; where commercially practicable, keep unsold Goods identifiable by lot/shipment; keep Collateral free of undisclosed liens; pay taxes/charges; insure Goods; and permit reasonable inspection of Collateral and records during business hours. Customer represents that the grant in Section 4.1 violates no agreement to which it is a party; if it would, Customer shall so notify Seller in writing before placing an Order, and failure to do so waives the objection as between Customer and Seller.

 

1. Resale; Default; Remedies. Before Default, Customer may use, fill, package with and resell Goods in the ordinary course, subject to Seller’s continuing interest in proceeds. “Default” includes nonpayment; breach; materially false representation; insolvency, assignment for creditors, receivership or bankruptcy; material attachment/levy/seizure; failure to furnish adequate assurance or Article IV information; or material adverse financial/business change. Upon Default, authority to dispose terminates; Customer shall segregate and hold proceeds in trust for Seller and deliver them on demand in the form received. Seller has all UCC and other cumulative remedies, may accelerate all Obligations, notify account debtors, collect proceeds under UCC § 9607, require assembly, and under Customer’s irrevocable license enter premises during normal business hours, without judicial process where lawful and without breach of peace, to inspect and repossess Goods not resold and delivered in ordinary course, including Goods removable as an accession under UCC § 9335(f). Customer is liable for deficiencies and all retaking, holding, sale and enforcement costs including attorneys’ fees. Ten (10) days’ notice of disposition is reasonable. These rights supplement reclamation, stoppage and other remedies.

 

ARTICLE V — INSOLVENCY PROTECTIONS

 

1. Solvency; Notice; Reclamation. Each P.O. and accepted shipment represents that Customer is not insolvent under UCC § 1201 or 11 U.S.C. § 101(32), is generally paying debts when due and is not in an insolvency proceeding. Customer shall promptly notify Seller of insolvency, lender default/forbearance, or actual/anticipated bankruptcy or assignment for creditors. Each invoice is intended to evidence Seller’s continuing assertion of reclamation rights and, to the fullest legally effective extent, a reclamation demand under UCC § 2702 and 11 U.S.C. § 546(c), without limiting later or supplemental demand. Customer waives defenses to timely reclamation to the maximum lawful extent, shall return Goods where required, and acknowledges Seller’s rights to cash terms and stoppage in transit under UCC §§ 2702(1), 2705.

 

1. Twenty-Day Goods; Preference Position; Supply. The parties agree Goods are sold/delivered in the ordinary course of both parties’ businesses, Customer receives them on the delivery date shown by bill of lading/delivery receipt/proof of delivery, and Customer shall furnish delivery proof within five business days on request. Customer shall not object to, contest or seek to subordinate Seller’s 11 U.S.C. § 503(b)(9) claim for Goods received within 20 days prepetition. The parties further agree the stated credit/payment terms are ordinary business terms in the plastics packaging industry, that payments are made on debts incurred in the ordinary course and according to ordinary business terms, and that each shipment is intended as a contemporaneous exchange for new value, all for purposes of 11 U.S.C. § 547(c). Seller has no duty to supply after an insolvency proceeding begins and may require cash in advance, credit support, administrative priority or other adequate protection.

 

ARTICLE VI — WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY

 

1. Limited Warranty; Customer Testing. Seller warrants only that at shipment it conveys good title and Goods (a) are free from defects in material/workmanship, (b) conform to Seller’s published specifications within stated tolerances, and (c) are suitable for food-contact service under the Federal Food, Drug, and Cosmetic Act and applicable regulations. The warranty runs only to the original purchaser and is conditioned on compliance with this Section 6.1 and with Seller’s storage/handling instructions. Seller does not test for Customer-specific standards or applications, including hot-fill, retort, microwave, freezer or dishwasher suitability. Customer has the sole, continuing duty to test samples before first purchase and thereafter as needed for its and Third Party Buyers’ requirements; compatibility with the filled (hot or cold) or finished product and with filling, sealing, labeling and handling processes and equipment; and compatibility with other manufacturers’ lids, closures, liners or secondary packaging. Each P.O. represents such testing was performed. Customer may not reject conforming Goods because approved artwork/copy or conforming samples/specifications are incompatible with another manufacturer’s goods.

 

1. DISCLAIMER. EXCEPT FOR SECTION 6.1, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES FROM COURSE OF DEALING/PERFORMANCE, TRADE USAGE, DESCRIPTION, SAMPLE, MOCK-UP OR ADVICE. SELLER DISCLAIMS WARRANTIES BASED ON “TAMPER EVIDENT,” “TAMPER RESISTANT,” “CHILD RESISTANT” OR SIMILAR TERMS; REGARDING COMPOSITION/PERFORMANCE OF RECYCLED OR RE-USED RESIN; OR THAT GOODS CONTAINING SUCH RESIN COMPLY WITH MARKETING, ADVERTISING, LABELING, SALE OR DISTRIBUTION LAWS. SELLER FURTHER DISCLAIMS ANY WARRANTY REGARDING RECYCLABILITY, COMPOSTABILITY, DEGRADABILITY OR POST-CONSUMER RECYCLED CONTENT, AND ANY WARRANTY THAT A RESIN IDENTIFICATION CODE, CHASING-ARROWS SYMBOL OR OTHER RECYCLABILITY, COMPOSTABILITY OR ENVIRONMENTAL MARKING MOLDED INTO OR APPLIED TO GOODS COMPLIES WITH THE LAWS OF ANY JURISDICTION; CUSTOMER ACKNOWLEDGES THAT SUCH LAWS DIFFER AND CONFLICT AMONG JURISDICTIONS. TECHNICAL OR OTHER ASSISTANCE IS PROVIDED WITHOUT CHARGE AND AT CUSTOMER’S RISK.

 

1. EXCLUSIVE REMEDY; LIABILITY LIMIT. SELLER’S SOLE OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR WARRANTY, CONTRACT, STRICT/PRODUCT/RECALL LIABILITY, NEGLIGENCE OR OTHER THEORY IS, AT SELLER’S ELECTION, REPLACEMENT OF NONCONFORMING GOODS TIMELY REJECTED UNDER SECTION 3.3 OR REFUND OF THEIR PURCHASE PRICE. SELLER IS NOT LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS/USE/CONTENTS/GOODWILL, BUSINESS INTERRUPTION, COVER, PROPERTY DAMAGE, OR RECALL/WITHDRAWAL/CORRECTIVE-ACTION COSTS, EVEN IF ADVISED OF POSSIBILITY. AGGREGATE LIABILITY RELATING TO GOODS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE GOODS GIVING RISE TO THE CLAIM, EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. WARRANTY IS VOID FOR GOODS ALTERED, MISUSED, REUSED, TAMPERED WITH, NEGLECTED, ACCIDENT-DAMAGED OR EXPOSED TO ELEMENTS OR TEMPERATURES BEYOND INTENDED SERVICE RANGE. NO NUCLEAR OR LIFE-SUPPORT USE WITHOUT SELLER’S PRIOR WRITTEN CONSENT.

 

1. Recall; Limitations Period. Customer shall conduct and pay for any recall, market withdrawal or corrective action involving products packaged in or with the Goods, promptly notify Seller and cooperate in cause investigation. Any action arising from or relating to the Agreement or Goods must be commenced within one (1) year after accrual, the parties expressly reducing the limitations period as permitted by UCC § 2725.

 

ARTICLE VII — INDEMNITY; INSURANCE; TOOLING; INTELLECTUAL PROPERTY

 

1. Indemnity. Customer shall defend, indemnify and hold harmless Seller, its affiliates and their directors, officers, shareholders, employees and agents from all claims, losses, liens, fines, penalties, investigations, recalls, damages, costs and expenses (including reasonable fees of counsel chosen by Seller) arising from: (a) Customer’s or any Third Party Buyer’s filling, packaging, marketing, advertising, labeling, sale, distribution, handling, use, reuse or recall of Goods or products used with them, except to the extent caused solely by Seller’s gross negligence; (b) sale/use of Goods conforming to specifications; (c) violations of Law, including food-safety, labeling, chemical-composition and extended-producer-responsibility laws; (d) IP claims based on Customer samples, mock-ups, artwork or specifications, as to which Customer warrants non-infringement; (e) false/misleading content Customer directs Seller to apply; (f) any resin identification code, chasing-arrows symbol or other environmental marking on Goods, and any recyclability, compostability, recycled-content or other environmental claim made or approved by Customer; and (g) environmental contamination/damage from Customer’s use/disposal. These obligations include claims asserted by any Third Party Buyer. Customer shall communicate the substance of Sections 6.1–6.4 in writing to each subsequent purchaser or user of the Goods.

 

1. Insurance. Customer shall maintain CGL insurance including products/completed operations and contractual liability of at least $2,000,000 per occurrence/$5,000,000 aggregate, plus customary recall and umbrella coverage; name Seller additional insured on a primary, non-contributory basis with waiver of subrogation; and provide certificates on request and 30 days’ notice of cancellation/material change.

 

1. Tooling. Tooling designed, prepared or acquired by Seller remains Seller’s property notwithstanding any tooling charge, which is a tooling charge and not a purchase price, unless title is transferred by separate officer-signed writing after full payment. Customer shall pay unamortized Tooling cost if it cancels/materially reduces Orders on which cost was amortized. If Customer acquires title, Seller retains possession for Customer Orders and a lien for all unpaid Obligations, has no liability for loss/damage absent gross negligence, and after 24 consecutive months without an Order may on 30 days’ written notice return or dispose of Tooling at Customer’s expense. Customer shall insure Customer-owned Tooling.

 

1. Intellectual Property; Confidentiality. Seller retains all artwork, product/Tooling design, production/packaging methods, know-how and other IP it develops unless assigned in a signed writing. Customer grants Seller a non-exclusive, royalty-free license to use Customer’s name and images of Goods (including decorated Goods) in Seller marketing/website materials. Each party shall protect the other’s nonpublic business, technical, pricing and customer information, use it only for the Agreement, and disclose it only to persons with need to know bound comparably; exclusions apply for information public without breach, lawfully received from third parties or independently developed. A separate NDA controls to the extent of conflict.

 

1. Environmental Markings; Producer Responsibility Data. All resin identification codes, chasing-arrows symbols and other recyclability, compostability or environmental markings molded into or applied to Goods are furnished as specified or approved by Customer, and Customer is solely responsible for determining whether each such marking is lawful in every jurisdiction where the Goods, or products packaged in or with them, are sold. Subject to Section 2.5, Seller may add, modify or omit any such marking to comply with Law. Each party shall furnish the other, on reasonable request, data reasonably necessary for registration, reporting and fee determination under extended-producer-responsibility and packaging-stewardship Laws; data furnished by Seller is provided without warranty and, to the extent not routinely maintained by Seller, at Customer’s cost under Section 2.2. Customer is responsible for determining producer status for the Goods under such Laws. If Seller is determined or deemed to be the producer, responsible party or obligated entity for Goods sold to Customer, Customer shall reimburse Seller for all resulting fees, dues, assessments and compliance costs, allocated among affected customers on any commercially reasonable basis Seller determines and subject to true-up when final rates are set.

 

ARTICLE VIII — GENERAL PROVISIONS

 

1. Compliance; Force Majeure. Each party shall comply with applicable Laws. Customer represents it is not sanctioned/restricted and shall comply with export, sanctions and customs Laws and provide ultimate destination/end-user information for exports. Each party shall comply with applicable environmental Laws relating to the manufacture, transportation, storage, disposal and recycling of Goods and their materials. Except for payment obligations, neither party is liable for delay/failure caused by events beyond reasonable control, including fire, flood, earthquake, storm, epidemic, war, terrorism, civil unrest, labor dispute, embargo/tariff, government act, cyberattack, utility/transport failure, or material/energy/transport shortages; performance time extends for the duration of the event and its effects, and Seller may allocate available Goods/capacity under Section 2.1.

 

1. Suspension; Assignment; Notices. Upon Default Seller may suspend performance, withhold shipments and terminate unshipped Orders without liability and without prejudice to payment rights. Customer may not assign the Agreement or any rights/duties, by operation of law or otherwise, without Seller’s prior written consent; unauthorized assignments are void. Seller may assign freely. Notices must be written and delivered personally, by overnight courier or certified mail to the address on the Sales Order Confirmation and are effective on receipt.

 

1. Governing Law; Venue; Judicial Reference. California law governs, without conflicts principles and excluding the U.N. Convention on Contracts for the International Sale of Goods. The parties consent to exclusive jurisdiction and venue in the state courts in Orange County, California and the U.S. District Court for the Central District of California and waive objections. Any unresolved dispute shall be tried by a referee appointed under California Code of Civil Procedure §§ 638–645.1, a retired California appellate/superior or federal judge, who shall decide all fact/law issues and issue a statement of decision for judgment. Referee fees are shared equally subject to prevailing-party reallocation. The prevailing party may recover reasonable attorneys’ fees, expert fees and costs.

 

1. Entire Agreement; Amendment; Waiver; Severability; Survival. The Agreement is the complete and exclusive agreement on its subject, superseding prior/contemporaneous proposals, quotations, correspondence, usages, courses of dealing and understandings. Except Seller’s prospective website revisions, no modification, supplement or waiver is effective unless written and signed by a King Plastics officer. Failure to enforce or object is not waiver on that or any other occasion. Invalid provisions are enforced to the maximum lawful extent and severed without affecting the remainder. Articles IV–VII and Sections 2.3, 2.5, 8.3 and 8.4 survive termination/completion. The Agreement binds permitted successors/assigns and creates no third-party rights except Seller is a third-party beneficiary of a Customer-intermediary purchase contract to the extent needed to protect payment for Goods.

 

1. Intermediaries; Electronic Signatures. If, at Customer’s request or as an accommodation, Seller invoices or extends credit to a broker, distributor, wholesaler, filler or other intermediary for Goods ordered for or delivered to Customer or its designee, Customer remains jointly and severally liable for the purchase price and related Obligations if the intermediary fails to pay, unless a King Plastics officer agrees otherwise in writing; Customer waives defenses arising solely from that arrangement. Electronic assent/signatures have the same effect as originals.

 

QUESTIONS. Direct questions or requests for a prior version to King Plastics, Inc., 840 North Elm Street, Orange, California 92867, Attention: Contracts Administration.