Terms of Service
Terms of Service
These Terms of Service (the "Terms") govern access to and use of the website located at https://www.smartpackingusa.com (the "Site") and the purchase of goods and related services from Yildiz Prime Inc., a Florida corporation trading as SmartPackingUSA ("SmartPackingUSA", "we", "us" or "our"), whose place of business is 7826 Grey Heron Way, Unit 101, Naples, Florida 34104, United States.
SmartPackingUSA supplies commercial food tray sealing machines, molds, plastic and fiber based food trays and containers, cardboard and paper trays and lids, top sealing films, custom printed sealing films, replacement parts and related packaging accessories to businesses that package food for resale. Our goods are industrial and commercial supplies. They are not offered for personal, family or household purposes.
Please read these Terms carefully. Section 16 disclaims warranties other than our written limited warranty, Section 24 limits our liability and requires you to indemnify us in defined circumstances, and Section 25 contains an agreement to resolve disputes by binding individual arbitration in Florida and a waiver of jury trial and class proceedings.
1. Definitions and Interpretation
1.1 "Custom Goods" means any goods manufactured, printed, configured, tooled or otherwise produced to your specification or selection, including custom molds, custom manufactured trays and containers, custom printed top sealing films, and machines configured to your container specification.
1.2 "Customer", "you" or "your" means the business entity or sole proprietor purchasing goods or services from us, together with any person acting on its behalf.
1.3 "Goods" means the products we supply, including Standard Goods, Custom Goods, Machines, molds, replacement parts and accessories.
1.4 "Machine" means a food tray sealing machine or other item of packaging equipment supplied by us, including any mold supplied with it.
1.5 "Order" means your offer to purchase Goods, whether submitted through the Site, in response to a Quotation, by email, by telephone with one of our sales representatives, or by signed purchase order.
1.6 "Quotation" means a written price and specification proposal issued by us, including quotations issued through the request a quote function on the Site.
1.7 "Specification Approval" means your written approval (including approval by email or through an electronic approval process) of a drawing, dieline, artwork proof, mold drawing, sample, technical sheet or configuration sheet for Custom Goods.
1.8 "Standard Goods" means catalogue Goods supplied from our available inventory without customisation.
1.9 Headings are for convenience only. References to writing include email. The words "including" and "for example" are not words of limitation. A reference to a statute or regulation is a reference to it as amended from time to time.
2. Scope, Acceptance and Changes to these Terms
2.1 These Terms apply to your use of the Site and to every Order you place and every contract of sale formed between you and us, unless we and you have signed a separate written agreement that expressly supersedes them, in which case that agreement prevails to the extent of any conflict.
2.2 By using the Site, submitting an Order, accepting a Quotation, or accepting delivery of Goods, you agree to these Terms and confirm that you have authority to bind the Customer.
2.3 These Terms, together with the applicable Quotation or order confirmation, our Purchase, No Returns and Cancellation Policy, our Warranty Policy, our SMS Program Terms and our Privacy Policy, form the entire agreement between us in relation to the relevant Order.
2.4 Any additional or different terms contained in your purchase order, vendor portal, supplier onboarding form, terms of purchase or similar document are expressly rejected and do not form part of the contract, even if we acknowledge or perform against that document, unless we have accepted them in a document signed by an authorised officer of Yildiz Prime Inc.
2.5 We may amend these Terms from time to time by posting an updated version on the Site with a new Effective Date. The version in force at the time your Order is accepted governs that Order. Continued use of the Site after an update constitutes acceptance of the updated Terms for future Orders.
3. Commercial Use Only; Eligibility, Authority and No Consumer Sales
3.1 The Site and our Goods are directed exclusively to businesses. This includes restaurants, meal preparation businesses, catering companies, supermarkets, delicatessens, butcher shops, food producers, commercial kitchens, shared and rented kitchen operators, home based food businesses and other trade buyers that prepare, package or distribute food or other products for sale.
3.2 By placing an Order you represent and warrant that you are purchasing the Goods for commercial or business purposes and for resale, use in production, or use in the conduct of a trade or business, and not for personal, family or household use.
3.3 You must be at least 18 years of age and legally capable of entering into binding contracts. If you place an Order on behalf of an entity, you represent that you are authorised to bind that entity and that the entity is validly formed and in good standing.
3.4 We may decline to accept, or may cancel, any Order where we reasonably believe that the Goods are being acquired for personal or household use, or where the Order is inconsistent with the commercial nature of our business.
3.5 Nothing in these Terms is intended to deprive any person of a right that cannot lawfully be excluded. Where a mandatory consumer protection right applies to a particular transaction notwithstanding Section 3.2, that right prevails over any inconsistent provision of these Terms in respect of that transaction only.
4. Accounts, Quote Requests and Dealer Applications
4.1 You may browse the Site without an account. Certain functions, including order history, wish lists and comparison tools, require you to register an account.
4.2 You must provide accurate, current and complete information when registering an account, submitting a quote request or applying to our dealer program, and must keep that information up to date. Information about your business, purchasing role, expected volumes and food application is used to identify suitable packaging solutions and to prepare Quotations.
4.3 You are responsible for maintaining the confidentiality of your account credentials and for all activity conducted under your account. You must notify us promptly if you become aware of unauthorised use of your account.
4.4 Approval as a dealer or distributor is at our sole discretion, is subject to separate written terms, and does not by itself grant any exclusivity, territory, minimum purchase entitlement, pricing commitment or right to hold stock on our behalf.
4.5 We may suspend or terminate an account where we reasonably believe there has been a breach of these Terms, fraudulent or unlawful activity, repeated chargebacks, or misuse of our pricing, samples or quotation process.
5. Product Descriptions, Specifications, Samples and Availability
5.1 We take care to describe our Goods accurately. Dimensions, capacities, tray weights, carton quantities, carton sizes, carton weights, machine mold sizes, voltage and power ratings, machine dimensions and machine weights published on the Site are nominal figures supplied by our manufacturers and are subject to standard manufacturing tolerances.
5.2 Colour, surface finish, fiber texture, film clarity and print appearance may vary between production runs and may not be reproduced exactly by your screen. Minor variation of this kind is not a defect and does not entitle you to reject the Goods.
5.3 Product images, feature icons, marketing descriptions and application suggestions on the Site are illustrative. They are not a warranty of performance for your particular food product, process temperature, fill weight, sealing parameters, shelf life requirement, storage conditions or distribution method.
5.4 Statements concerning material properties, heat resistance, oven, microwave or freezer suitability, oil and water resistance, coating type and the presence or absence of particular substances are based on information provided by our manufacturers. You are responsible for validating suitability for your intended application before committing to volume purchase, including by testing samples under your actual production and end use conditions.
5.5 Samples are supplied to allow evaluation only. A sample is not a sale by sample and does not create a warranty that the whole of the Goods will correspond with the sample beyond ordinary commercial tolerance. Sample charges, where applied, are set out in the relevant Quotation.
5.6 All Goods are offered subject to availability. We may correct pricing, specification and availability errors on the Site and in a Quotation at any time before an Order is accepted, and may withdraw or modify any product line.
6. Quotations, Orders and Formation of the Contract
6.1 The listing of Goods on the Site is an invitation to treat and not an offer capable of acceptance.
6.2 A Quotation is valid for the period stated in it or, if no period is stated, for 30 days from its date, and may be withdrawn at any time before acceptance. A Quotation is given on the basis of the specification, quantity, delivery point and lead time stated in it. Any change to those inputs requires a revised Quotation.
6.3 An Order placed through the Site is accepted, and a binding contract formed, only when we issue an order confirmation or dispatch the Goods, whichever occurs first. Automated acknowledgements of receipt of an Order do not constitute acceptance.
6.4 For Machines, Custom Goods, bulk container orders and freight shipments, a contract is formed when we issue a written order confirmation, or when a required deposit is received, whichever occurs first.
6.5 Lead times are estimates given in good faith and are not conditions of the contract. Time is not of the essence unless we have expressly agreed a delivery date in writing and described it as binding.
6.6 You may not amend or cancel an accepted Order except in accordance with Section 15 and our Purchase, No Returns and Cancellation Policy.
7. Custom Manufactured Goods and Approval of Specifications.
7.1 Custom Goods are produced specifically for you and are not held in inventory. They include custom manufactured trays and containers, custom molds, custom printed top sealing films, and Machines configured or tooled to your container requirements.
7.2 Before production begins we will issue for your approval the relevant drawings, dielines, technical sheets, mold drawings, artwork proofs or samples. You are responsible for checking every element of the material submitted for approval, including dimensions, compartment configuration, depth, capacity, material, coating, print content, spelling, colour references, barcodes, regulatory statements and any claims appearing on the Goods.
7.3 Specification Approval is final. Once you have given Specification Approval, or once production, tooling or printing has commenced, the Order becomes non cancellable and non refundable, save for our obligations in respect of defective or non conforming Goods.
7.4 Custom Goods are supplied in the quantity ordered. Where a manufacturing or printing process makes an over run or under run unavoidable, we will notify you before production commences and no over run or under run will be applied unless you have agreed it in writing in the Quotation or order confirmation. Where an over run or under run is agreed, you will be invoiced for the quantity actually delivered and delivery within the agreed tolerance constitutes full performance.
7.5 Where you supply dimensions, drawings, moulds, container samples or machine parameters, you are responsible for their accuracy. We are not liable for Custom Goods that conform to the approved specification but do not perform as you intended.
7.6 Lead times for Custom Goods run from the later of Specification Approval and receipt of the required deposit.
8. Molds and Tooling
8.1 Unless the Quotation states otherwise, one mold is supplied with each Machine and additional molds are charged separately at the price stated on the Site or in the Quotation.
8.2 A mold supplied and invoiced to you as a deliverable item becomes your property on full payment and is delivered with the Machine or separately as agreed.
8.3 Where tooling, dies or molds are produced for use in our own or our manufacturer's production of Custom Goods, and the charge to you is a tooling contribution rather than the purchase price of the tooling, that tooling remains our property or the property of our manufacturer. A tooling contribution is not refundable once the tooling has been commenced.
8.4 Tooling and molds are consumable items subject to wear. We do not warrant a minimum number of production cycles and we may retire, repair or replace tooling in our discretion. Where retired tooling is required for a repeat Order, a new tooling charge may apply.
8.5 We may retain tooling associated with dormant Orders for a reasonable period and may thereafter dispose of it, having first given you a reasonable opportunity to arrange collection at your cost where the tooling is your property.
8.6 Molds and machine configurations are engineered to match specific container geometries. We do not warrant that a mold will seal containers other than those for which it was specified, or that containers sourced from a third party will be compatible with our Machines or molds.
9. Customer Artwork, Branding and Custom Printed Sealing Films
9.1 For custom printed top sealing films and other printed Goods you are responsible for supplying artwork in the format and to the technical requirements we specify.
9.2 You grant us and our manufacturers a non exclusive, royalty free licence to reproduce, adapt to the print process, and use your artwork, trade marks and other materials solely for the purpose of producing, packing, shipping and providing after sales support in respect of your Order, and for retention of production records.
9.3 You represent and warrant that you own or are licensed to use all intellectual property in the artwork you supply, that its use will not infringe the rights of any third party, and that all text, marks, nutritional, allergen, ingredient, origin, environmental, recycling and other statements appearing on the artwork are accurate, substantiated and lawful for the markets in which the packaged product will be sold.
9.4 We do not review artwork for legal or regulatory compliance and we are not responsible for the content of your artwork. We may decline to print artwork that we consider unlawful, infringing, offensive or likely to expose us to liability.
9.5 Print colour is matched to the reference you approve within commercial printing tolerance. Variation in shade, registration, opacity and appearance across substrates and production runs is inherent to the process and is not a defect.
9.6 You indemnify us in accordance with Section 24 in respect of claims arising out of artwork, branding or statements you supply.
10. Prices, Optional Purchases and Price Changes
10.1 Prices are stated in United States dollars and, unless expressly stated otherwise, exclude shipping, insurance, signature delivery charges, accessorial freight charges, taxes and duties.
10.2 Certain Goods are priced per unit with a minimum purchase quantity, for example trays sold by the carton. The Site displays both the unit price and the total price for the applicable carton or pack quantity. The total price displayed at checkout for the quantity selected is the price payable.
10.3 Optional items offered at the point of purchase, including additional molds and the optional extended warranty, are charged at the prices displayed at the time of purchase. Extended warranty pricing varies by Machine model and is displayed on the relevant product page or in the Quotation.
10.4 We may change published prices at any time. A price change does not affect an Order we have already accepted, and does not apply to a Quotation during its validity period unless the Quotation is expressed to be subject to price adjustment.
10.5 Where a Quotation for Custom Goods or bulk Goods is expressed to be subject to adjustment for raw material, freight, tariff or currency movement, we will notify you of any adjustment before production commences and you may cancel the affected Order within 5 business days of that notice, subject to payment of costs already properly incurred.
10.6 Where an obvious pricing error appears on the Site, we may cancel the affected Order and refund any amount paid. We are not obliged to supply Goods at a manifestly incorrect price.
11. Payment, Deposits, Late Payment and Chargebacks
11.1 Unless we have granted written credit terms, payment in full in cleared funds is required before dispatch. Site purchases are payable at checkout by the payment methods displayed.
11.2 For Custom Goods, Machines and bulk Orders we may require a deposit, which is payable before we commence design work, tooling, production, printing or procurement. Unless the Quotation states otherwise, the deposit is 50 percent of the order value and the balance is payable before dispatch.
11.3 Deposits are applied against the price of the Goods. To the extent that design, sampling, mold, tooling, printing, production, procurement or freight costs have been incurred, the deposit is non refundable in accordance with Section 15 and our Purchase, No Returns and Cancellation Policy.
11.4 Where credit terms are granted, invoices are payable within the period stated on the invoice. Overdue amounts bear interest at the lesser of 1.5 percent per month and the maximum rate permitted by Florida law, calculated from the due date until payment, together with our reasonable costs of collection.
11.5 You must pay all amounts due without set off, deduction, counterclaim or withholding. We may set off any amount you owe us against any amount we owe you, apply a deposit or credit to an overdue invoice, suspend deliveries, and withhold dispatch of Orders in progress while any amount is overdue.
11.6 You must not initiate a payment card chargeback or payment dispute in respect of Goods delivered in accordance with the contract or in respect of amounts that are non refundable under these Terms. You will raise any dispute with us first. Where a chargeback is initiated without justification, you are responsible for our reasonable administrative and recovery costs and for any fees charged to us by the payment provider.
11.7 Card details are processed by third party payment providers. We do not store full payment card numbers on our systems.
12. Taxes, Resale and Exemption Certificates
12.1 Prices exclude sales, use, excise, gross receipts and similar transaction taxes. You are responsible for all such taxes arising in connection with your purchase, other than taxes on our net income.
12.2 We charge and collect sales tax where we are required to do so under the law of the state to which the Goods are shipped, based on the shipping address, the nature of the Goods and any exemption documentation we hold for you.
12.3 If you purchase for resale or otherwise claim an exemption, you must provide a valid, correctly completed resale or exemption certificate for the relevant state before or at the time of purchase, and must notify us promptly if it ceases to be valid. Florida purchasers claiming a resale exemption must provide a current Florida Annual Resale Certificate for Sales Tax.
12.4 You are responsible for the accuracy of any certificate you provide and for the correct use of the exemption. If tax, interest or penalties are assessed against us because a certificate was invalid, was misused, or was not provided in time, you will reimburse us on demand.
12.5 We do not provide tax advice. You should take your own advice on your tax obligations in each state in which you operate.
13. Shipping, Delivery, Title and Risk of Loss
13.1 We ship to destinations within the United States. We do not currently offer international delivery. Where a Quotation records a delivery point outside the United States, additional terms apply and export and sanctions screening will be undertaken before dispatch.
13.2 Shipping charges are quoted at checkout or in the Quotation. Where shipping insurance and signature required delivery are included in the shipping charge, the composition of that charge is displayed before you place your Order. Machines and palletised Goods ship by freight carrier and may attract additional accessorial charges, including liftgate, residential delivery, limited access, redelivery, storage and detention charges, which are payable by you.
13.3 You are responsible for providing an accurate and accessible delivery address, for ensuring that a person authorised to sign is available at the agreed delivery window where signature is required, and for arranging any equipment or personnel needed to receive and move palletised or crated Goods at the delivery point.
13.4 Delivery occurs, and risk of loss of and damage to the Goods passes to you, on delivery of the Goods to the delivery address you have specified, or on tender of delivery at that address where delivery cannot be completed for a reason within your control. We therefore bear the risk of loss and damage in transit, and our shipments are insured and, where indicated, require a signature on delivery. Title passes to you on receipt by us of payment in full for the Goods, and until then you must not resell, pledge or encumber the Goods other than in the ordinary course of your business.
13.5 We may deliver in instalments. Each instalment is treated as a separate contract, and a delay or defect affecting one instalment does not entitle you to cancel any other instalment.
13.6 Where you fail to take delivery, or delivery is unsuccessful because of an inaccurate address, absence of an authorised signatory or refusal of the consignment, you are responsible for redelivery, storage, return freight and any resulting loss or damage.
13.7 Delivery dates are estimates. We are not liable for loss arising from carrier delay, weather, port or terminal congestion, or other matters outside our control.
14. Inspection, Shortages and Transit Damage Claims
14.1 You must inspect the Goods on delivery, count the cartons or pallets received, and check for visible damage before signing the delivery receipt.
14.2 Visible damage must be noted on the carrier delivery receipt or bill of lading at the time of delivery, before you sign, and reported to us within 24 hours of delivery, with photographs of the packaging, pallet, crate, labels and Goods. Where the damage is severe you may refuse the shipment, and must tell us immediately.
14.3 Concealed damage, meaning transit damage that was not apparent until the Goods were unpacked, must be reported to us within 24 hours of delivery, with photographs of the outer packaging, pallet or crate, internal packing and the damaged Goods. Where delivery occurs on a Saturday, Sunday or public holiday, the report must be made by the end of the next business day. Shipping damage reported after that time may not be accepted, because we and our insurers and carriers are no longer able to establish that the damage occurred in transit.
14.4 A Machine that has been unpacked, inspected and successfully test operated after delivery is treated as delivered undamaged. Any technical or mechanical issue arising afterwards is not shipping damage and is handled under our Warranty Policy, which is unaffected by the time limits in this Section.
14.5 Shortages, missing items and incorrect items must be reported within 2 business days of delivery, and any shortage or discrepancy visible at delivery must also be noted on the carrier delivery receipt or bill of lading. Non conformity of trays, containers, lids, films or parts to the specification ordered must be reported within 10 calendar days of delivery where the non conformity is apparent on inspection, and promptly on discovery where it is latent, with photographs and the lot or batch information shown on the cartons.
14.6 You must retain the original packaging, pallet or crate and the affected Goods until the claim is resolved. Carriers and insurers routinely require inspection, and disposing of the packaging may prevent a claim from being paid.
14.7 If you do not report within the periods in Sections 14.2, 14.3 and 14.5, the Goods are deemed accepted in good condition and as conforming, except in respect of a defect that is covered by our Warranty Policy.
14.8 Where a claim for transit damage, shortage or non conforming Goods is accepted, our obligation, at our option, is to replace the affected Goods, supply the missing quantity, or issue a credit or refund of the price of the affected Goods. Transit damage claims may also be pursued against the carrier or under the shipping insurance where purchased, and you will provide reasonable assistance with any such claim.
14.9 Do not return Goods without a return authorisation issued by us in accordance with our Purchase, No Returns and Cancellation Policy. Unauthorised returns may be refused or returned to you at your cost.
15. Returns, Cancellations and Refunds
15.1 Returns, cancellations and refunds are governed by our Purchase, No Returns and Cancellation Policy, which is incorporated into these Terms and available at https://www.smartpackingusa.com.
15.2 All sales are final. We do not accept returns, exchanges or cancellations for change of mind or for Goods ordered in error. Incorrect items, shortages, shipping damage and verified warranty defects are handled under that policy and under our Warranty Policy.
15.3 Custom Goods are non cancellable and non refundable once Specification Approval has been given or production, tooling or printing has commenced. Amounts attributable to design, sampling, mold and tooling, production, printing and procurement costs already incurred are not refundable in any event.
15.4 Machines are not returnable and are supported under our Warranty Policy.
15.5 Defective, damaged and incorrectly shipped Goods are handled under Section 14 and our Warranty Policy and are not subject to restocking fees or return freight charges where the claim is accepted.
15.6 Approved refunds are made to the original payment method within a commercially reasonable period after the returned Goods have been received and inspected.
16. Limited Warranty; Disclaimer of Other Warranties
16.1 Machines and the molds supplied for use with them are supplied with the written limited warranty set out in our Warranty Policy, which is incorporated into these Terms. The standard warranty period for Machines and molds is 12 months from the date of delivery, and an optional extended warranty extending that period to 24 months may be purchased at the price displayed for the relevant Machine model.
16.2 Trays, containers, lids, sealing films and other consumable Goods are warranted only to conform to the agreed specification at the time of delivery, within ordinary manufacturing and printing tolerances.
16.3 The remedies stated in the Warranty Policy are your sole and exclusive remedies for defective Goods, and our maximum liability under those warranties is limited as set out in that policy and in Section 24.
16.4 EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET OUT IN OUR WARRANTY POLICY, THE GOODS AND ANY RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY ARISING FROM COURSE OF DEALING, TRADE USAGE OR PERFORMANCE, AND ANY WARRANTY OF NON INFRINGEMENT.
16.5 WITHOUT LIMITING SECTION 16.4, WE DO NOT WARRANT THAT ANY GOODS ARE FIT FOR YOUR PARTICULAR FOOD PRODUCT, PROCESS, FILL WEIGHT, SEALING PARAMETERS, SHELF LIFE, STORAGE, REHEATING OR DISTRIBUTION REQUIREMENTS, AND WE DO NOT WARRANT THAT THE GOODS OR THEIR USE WILL SATISFY ANY LEGAL OR REGULATORY OBLIGATION APPLICABLE TO YOUR BUSINESS.
16.6 No employee, sales representative, dealer or agent has authority to give a warranty, guarantee or performance assurance beyond the written limited warranty, and no oral or written statement outside the Warranty Policy creates a warranty.
16.7 Nothing in this Section limits any right or remedy that cannot lawfully be excluded or limited.
17. Installation, Operation, Safety and Operator Training
17.1 Machines are industrial equipment incorporating heated components and moving parts. They must be installed, operated, cleaned and maintained only by competent persons in accordance with the manufacturer's manual and any instructions we provide.
17.2 You are responsible for the suitability of the installation site, including electrical supply, voltage and power capacity, circuit protection, grounding, ventilation, work surface, clearance and hygiene conditions, and for ensuring that installation is carried out by suitably qualified personnel in accordance with applicable electrical and building requirements.
17.3 You are responsible for the training, supervision and personal protective equipment of your operators, for safe working procedures including procedures for isolating equipment before cleaning or maintenance, and for compliance with all applicable workplace health and safety requirements, including those administered by the Occupational Safety and Health Administration and any counterpart state authority.
17.4 You must not remove, defeat or modify any guard, interlock, thermal control or safety device, must not modify a Machine or use non approved parts or non compatible consumables, and must not use a Machine for any application other than sealing food trays and containers of the type for which the Machine and mold were specified.
17.5 Use of a Machine contrary to this Section voids the limited warranty in respect of the affected Machine and is at your own risk.
17.6 We may provide guidance, recommendations, configuration advice and technical support in relation to machine selection, container and film compatibility, container sizing and sealing parameters. Such guidance is provided in good faith on the basis of information you supply. It does not constitute professional engineering, food safety, regulatory or shelf life advice, and you remain responsible for validating any recommendation in your own operation.
18. Customer Regulatory Compliance and Environmental Marketing Claims
18.1 You are solely responsible for compliance with all laws and regulations applicable to your food business and to the products you package and sell, including food safety, sanitation, licensing, traceability, labelling, allergen, nutrition and date marking requirements administered by the United States Food and Drug Administration, the United States Department of Agriculture and state and local health authorities.
18.2 Materials, coatings and articles intended for food contact are subject to federal regulation of food contact substances. We pass on the material information and documentation provided to us by our manufacturers on request. We do not represent that any Good has been approved, certified or endorsed by any government agency for your specific application, and you should satisfy yourself, including by obtaining documentation for your own records, that the Goods are suitable and lawful for your intended food contact use, temperature range and process.
18.3 Where a Good is described by reference to an environmental attribute, including terms such as compostable, biodegradable, recyclable, sustainable or free from a particular substance, that description reflects information supplied to us by the manufacturer. Any environmental, recycling or disposal claim that you make to your own customers is your responsibility, must be substantiated, and must comply with applicable requirements including the Federal Trade Commission Guides for the Use of Environmental Marketing Claims and any applicable state law governing such claims and disposal labelling.
18.4 You are responsible for any consumer warning, disclosure or labelling obligation applicable in the jurisdictions in which you sell, including obligations arising under California law in respect of products offered to consumers in that state.
18.5 You must not represent to any person that we have made a warranty, certification or regulatory representation that we have not given in writing, and must not use our name, marks or product literature in a way that suggests endorsement of your food product or your claims
19. Electronic Communications, Email and SMS
19.1 By providing your contact details you consent to receive transactional and service communications from us by email, telephone and, where you have opted in, text message, in connection with your quote requests, Orders, deliveries, warranty and support matters and account.
19.2 Our sales representatives may contact you by telephone, email and text message to assist with product selection, quotations, orders and after sales support. Our use of your contact information is described in our Privacy Policy at https://www.smartpackingusa.com.
19.3 Marketing text messages are sent only to numbers for which we hold the consent required by applicable law, and are governed by our SMS Program Terms. You may opt out of text messages at any time by replying STOP to any message from the program, and may obtain assistance by replying HELP. Message and data rates may apply.
19.4 You may unsubscribe from marketing email at any time using the unsubscribe link in the relevant email. Transactional communications relating to an active Order, delivery, warranty claim or account cannot be unsubscribed while they remain necessary to perform the contract.
19.5 You agree that electronic records and electronic signatures have the same effect as paper records and handwritten signatures, and that we may give notices to you by email to the address held on your account.
19.6 You must ensure that any telephone number you give us is a number you are authorised to provide and, where you provide a number belonging to a colleague or employee, that you have that person's permission to do so.
20. Intellectual Property
20.1 The Site and its content, including text, product descriptions, technical data sheets, images, feature graphics, page design, layout, software and the SmartPackingUSA name and logo, are owned by us or our licensors and are protected by copyright, trade mark and other intellectual property laws.
20.2 We grant you a limited, revocable, non exclusive, non transferable licence to access and use the Site, and to download and print product information, solely for the purpose of evaluating, purchasing and using our Goods in your business.
20.3 You must not copy, reproduce, republish, scrape, frame, mirror, sell or exploit any part of the Site or its content for any other purpose, must not use our content in your own product listings or marketing without our written permission, and must not use our marks in any manner likely to cause confusion or to suggest sponsorship or endorsement.
20.4 Nothing in these Terms transfers to you any right in our designs, drawings, technical specifications, mold designs, machine configurations or know how, whether or not developed in connection with your Order, other than the ownership of a mold sold and invoiced to you as a deliverable item.
20.5 Any feedback or suggestion you provide about our Goods or the Site may be used by us without restriction and without obligation to you.
20.6 If you believe material on the Site infringes your copyright, please send a notice identifying the copyrighted work, identifying the material complained of and its location on the Site, your contact details, a statement of good faith belief that the use is unauthorised, and a statement that the information in the notice is accurate and that you are authorised to act, to info@smartpackingusa.com. We will investigate and respond appropriately, including by removing material where warranted.
21. Acceptable Use of the Site
21.1 You must use the Site lawfully and must not use it in any way that interferes with its operation or with another user's access.
21.2 You must not attempt to gain unauthorised access to any part of the Site, any account, or any system or network connected to the Site; introduce malicious code; conduct vulnerability scanning or penetration testing without our written consent; or circumvent any access control, rate limit or security measure.
21.3 You must not use any robot, spider, scraper or automated means to access the Site or to collect pricing, product, inventory or contact information, and must not use the Site to compile a competing catalogue or price list.
21.4 You must not submit false, misleading or fraudulent information, place Orders using a payment method you are not authorised to use, misuse the quote request, sample or dealer application processes, or submit content that is unlawful, infringing, defamatory or offensive.
21.5 We may investigate suspected breaches, remove content, restrict or terminate access, cancel Orders, and report conduct to law enforcement or to affected third parties.
21.6 We do not warrant that the Site will be uninterrupted or error free. We may suspend, withdraw or modify the Site or any part of it for maintenance, security or operational reasons.
22. Third Party Services and Links
22.1 The Site uses third party services to operate, including hosting, website and page building software, ecommerce and payment functionality, digital wallet payment methods, customer relationship management and messaging platforms, analytics and advertising technologies, and messaging channels such as WhatsApp.
22.2 The Site may link to third party websites, social media pages, manufacturer resources and business directory listings. Those sites are not under our control. We do not endorse them and are not responsible for their content, products, privacy practices or terms.
22.3 Your use of a third party service, including a payment or wallet provider or a messaging application, is governed by that provider's terms and privacy policy, and you are responsible for reviewing them.
22.4 Where a third party service is unavailable, delayed or defective, our liability is limited as set out in Section 24, and we are not liable for the acts or omissions of that provider.
23. Confidentiality
23.1 Each party may receive information of the other that is identified as confidential or that would reasonably be understood to be confidential, including quotations, pricing, discount structures, dealer terms, drawings, technical specifications, mold designs, product development plans, artwork not yet released, supplier information and customer lists.
23.2 The receiving party will keep such information confidential, use it only for the purposes of the relationship between the parties, disclose it only to those of its personnel and professional advisers who need to know it and who are bound by equivalent obligations, and protect it with at least reasonable care.
23.3 These obligations do not apply to information that is or becomes public without breach, was already lawfully held by the receiving party, is independently developed without use of the disclosing party's information, or is required to be disclosed by law or by a court or regulator, provided that, where lawful, the disclosing party is notified in advance.
23.4 Our pricing, quotations and dealer terms are confidential to you and must not be shared with our competitors.
23.5 These obligations continue for 3 years after the last delivery under the relationship, and indefinitely in respect of trade secrets.
24. Limitation of Liability and Indemnification
24.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST OR SPOILED FOOD PRODUCT, PRODUCT RECALL COSTS, PRODUCTION DOWNTIME, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE GOODS, THE SITE, ANY GUIDANCE WE PROVIDE, OR THESE TERMS, WHETHER THE CLAIM IS BROUGHT IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
24.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PARTICULAR ORDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, DOES NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE GOODS GIVING RISE TO THE CLAIM UNDER THAT ORDER.
24.3 The limitations in this Section reflect the allocation of risk agreed between commercial parties, are an essential basis of the bargain, and apply notwithstanding the failure of any limited remedy of its essential purpose. They do not exclude liability for fraud, fraudulent misrepresentation, death or personal injury caused by our negligence, or any other liability that cannot lawfully be excluded or limited.
24.4 You will indemnify, defend and hold harmless Yildiz Prime Inc. and its officers, employees and agents from and against all claims, demands, proceedings, liabilities, damages, penalties, losses and reasonable costs, including reasonable attorneys' fees, arising out of or in connection with: your use of the Goods, including use of any Machine contrary to Section 17; the food or other products you package, sell or distribute, including any recall, contamination, spoilage, injury or labelling claim; your artwork, marks, statements and claims, including any environmental or regulatory claim; your breach of these Terms or of any applicable law; your failure to pay taxes properly due or your misuse of an exemption certificate; and any claim brought by your customers or personnel in respect of matters within your responsibility under these Terms.
24.5 We will notify you of any claim for which indemnity is sought, and you will conduct the defence with counsel reasonably acceptable to us. You may not settle a claim in a manner that imposes any obligation or admission on us without our written consent. We may participate in the defence at our own cost.
25. Governing Law, Dispute Resolution, Force Majeure and General Provisions
25.1 Governing law. These Terms and each contract of sale are governed by the laws of the State of Florida, without regard to its conflict of laws rules. Sales of goods are governed by Chapter 672, Florida Statutes, to the extent not varied by these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
25.2 Informal resolution. Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by written notice describing the dispute and the relief sought, followed by a period of 30 days for discussion between representatives with authority to settle.
25.3 Arbitration. Any dispute not resolved under Section 25.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Collier County, Florida, with the award enforceable in any court of competent jurisdiction. Either party may bring a claim in small claims court if the claim qualifies, and either party may seek injunctive relief in court to protect intellectual property or confidential information.
25.4 Waiver of jury trial and class proceedings. Each party waives any right to a trial by jury. Disputes will be arbitrated only on an individual basis, and neither party may bring or participate in a class, collective, consolidated or representative proceeding. If this Section 25.4 is held unenforceable in respect of a particular claim, that claim will be determined by a court in the venue stated in Section 25.5 and the remainder of this Section 25 continues to apply.
25.5 Venue. Where a dispute is determined by a court, the parties submit to the exclusive jurisdiction of the state and federal courts located in Collier County, Florida.
25.6 Limitation period. Any claim arising out of or in connection with these Terms or the Goods must be commenced within one year after the cause of action accrues, failing which it is permanently barred, except where a shorter or longer period is required by law.
25.7 Force majeure. Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including act of God, severe weather, hurricane, flood, fire, epidemic, war, civil unrest, act of terrorism, labour dispute, failure of utilities or telecommunications, cyber attack, carrier or port disruption, manufacturer or supplier failure, shortage of raw materials, and act of government including embargo, tariff or trade restriction. Payment obligations are not excused. If such an event continues for more than 60 days, either party may cancel the affected Order, and we will refund amounts paid less costs properly incurred.
25.8 Export and sanctions. Goods are supplied for delivery and use within the United States. You must not export, re export or transfer the Goods or any related technical data in breach of United States export control or economic sanctions laws, and you represent that you are not a person with whom dealings are prohibited under those laws.
25.9 Assignment. You may not assign or transfer these Terms or any Order without our written consent. We may assign these Terms in connection with a merger, reorganisation or sale of assets, and may subcontract performance provided that we remain responsible for it.
25.10 General. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues in effect. No failure or delay in exercising a right operates as a waiver of it. There is no partnership, joint venture, agency or employment relationship between the parties. These Terms are for the benefit of the parties only and confer no rights on any third party, other than the indemnified persons identified in Section 25.11. These Terms, together with the documents referred to in Section 2.3 and the applicable Quotation or order confirmation, constitute the entire agreement between the parties and supersede all prior discussions and representations, save that nothing excludes liability for fraudulent misrepresentation.
25.12. Contact. Questions about these Terms may be sent to SmartPackingUSA, Yildiz Prime Inc., 7826 Grey Heron Way, Unit 101, Naples, Florida 34104, United States, by telephone on (239) 227-5399, or by email to info@smartpackingusa.com.
