TERMS OF SALE

THESE TERMS OF SALE (THESE "TERMS OF SALE") GOVERN YOUR PURCHASE OF ANY PRODUCT OFFERED BY NATIONAL DIRECT PACKAGING, LLC (“COMPANY”, “US” OR “WE”) OR OTHERWISE SOLD THROUGH THE WEBSITE LOCATED AT OUR WEBSITE OR ANY AFFILIATED WEB SITES (COLLECTIVELY, THE “SITE”) OR BY TELEPHONE, FACSIMILE OR E-MAIL. PLEASE READ THESE TERMS OF SALE CAREFULLY. THEY CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY PLACING AN ORDER, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCECPTED AND AGREED TO BE BOUND BY THESE TERMS OF SALE, WITHOUT LIMITATIONS OR QUALIFICATIONS OF ANY SORT. THESE TERMS OF SALE ARE SUBJECT TO MODIFICATION BY COMPANY WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME IN OUR SOLE DISCRETION. YOU SHOULD PERIODICIALLY REVIEW THESE TERMS OF SALE TO ENSURE THAT YOU REMAIN UP TO DATE ON ALL SUCH CHANGES.

Date Last Modified: April 6, 2011

Orders
These Terms of Sale will govern our sale of products to you, and by placing an order with us you agree to be bound by these Terms of Sale with regard to that order. The preprinted terms of any documents, such as purchase orders, that you may submit to us in conjunction with an order for products will not alter, change or add to these terms, regardless of how we acknowledge or accept your order and regardless of the fact that such preprinted terms may contain language stipulating that they supersede these Terms of Use. All orders are subject to acceptance by us, and once accepted, an order cannot be cancelled, modified or rescheduled by you without our consent except to the limited extent set forth on the Site. We reserve the right to reject or cancel any order, or to limit the size of any order, at any time in our sole discretion.

Availability
Availability of our products are subject to change without notice. If a product is not in stock when you place your order, we will do our best to advise you when the product will be available. Company shall not be liable for any claims or damages arising in connection with products which are out of stock or otherwise unavailable. Company reserves the right to discontinue the sale of any product or service at any time without notice to you or any other third party.

Prices
Prices shall be our published prices for the products at the Site. We reserve the right to increase the price for any product without notice to you (provided, that we will not increase prices for products which have been previously ordered by you but not yet shipped). We are not responsible for any errors on the Site. In the event a product is listed at an incorrect price due to typographical, photographic or technical error or error in pricing information received from our suppliers, we reserve the right to refuse or cancel any orders placed for that product listed at the incorrect price.

Taxes; Customs; Duties
All prices are net of any sales, use, excise, value added and similar taxes imposed by any governmental authority regardless of how denominated; and any international shipping charges, broker’s fees, consular fees and customs duties, which shall all be your sole responsibility. You shall pay all such taxes or charges or provide us with a tax or levy exemption certificate acceptable to the applicable taxing or levying authority. In the event we are required to pay any taxes or other charges for which you are responsible, you shall promptly repay these amounts to us immediately upon receipt of our invoice.

Payment Terms
We accept payment by various credit cards listed at the Site from time to time. Your credit card will be charged at the time any order is placed or, at Company’s discretion, at a later date. You hereby authorize Company to charge any credit card you may have on file with us for the full amount of the charges owing by you for any products purchased from Us or at the Site. You agree not to withhold from or offset against any amount owing to us for any reason. You also agree to address any and all product and transaction claims solely with us and not to initiate, under any set of circumstances, charge refusals or charge-backs with credit card issuers, and you agree to indemnify us for any expenses or damages we may suffer on account the initiation by you of any such charge refusal or charge-back. In addition to our other rights, we reserve the right to cancel or suspend delivery of all or part of an order if you are delinquent in any payments owing to us. You agree to pay, in connection with any past due balance, (i) a late payment charge of 1½ percent per month, but not in excess of the lawful maximum, and (ii) all costs incurred by us in collecting such past due balance, including, without limitation, court and arbitration costs and attorney’s fees.

Shipping
All products are shipped as described within the Site. Shipping dates are approximate. It is your responsibility to provide accurate contact information that allows the shipper to contact you when shipment is made. We shall make every reasonable effort to meet your specified delivery date, but in no case shall we be liable to you if we are unable to meet such date.

Returns
Returns will be accepted in limited circumstances, as set forth within the Site from time to time.

Disclaimer
WE MAKE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR RESPECTING NON-INFRINGEMENT OR AS TO THE ACCURACY OF ANY CONTENT IN ANY COMPANY LITERATURE OR POSTED ON THE SITE. Our sole obligation in respect of defective products and your exclusive rights under our warranty are limited, at our option, to replace the products, or to refund the purchase price paid by you for the affected products.

Use of Products
Further to the disclaimer set forth above, Company makes no representations or warranties whatsoever as to the results you may obtain by using any product purchased from the Site. You acknowledge that products purchased at the Site are used at your sole risk, and Company shall not be liable in any way on account of your dissatisfaction with the results achieved from any such use or use or any injuries resulting therefrom.

Unauthorized Use of Products
Company shall not be liable for any claims, damages or injuries caused by your negligence, the misuse of any of our products by you or any third party to which you provide access to our products, or any other damages or injuries arising out of your use of any of our products.

Limitation of Liability
NEITHER OF US SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, PROCUREMENT COSTS, OR BUSINESS INTERRUPTION COSTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES IN EXCESS OF (X) THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO ANY CLAIM REGARDLESS OF THE THEORY UNDER WHICH SUCH CLAIM IS ASSERTED, OR (Y) FOR ALL OTHER TYPES OF CLAIMS, THE AGGREGATE AMOUNT PAID BY YOU TO THE COMPANY DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM.

The collective limitations on our liability under these Terms of Sale apply also to our suppliers who are intended beneficiaries of these limitations.

Force Majeure
Except for payment obligations, neither of us shall be liable for any failure to perform due to causes beyond our reasonable control, respectively, including but not limited to acts of God or nature, war, fire, bad weather, flood, accident, labor trouble or shortage, civil disturbance, plant shutdown, equipment failure, voluntary or involuntary compliance with any applicable governmental regulation or order, or shortage or inability to obtain (on terms deemed practicable by the party affected) any raw materials (including energy), equipment or transportation. In cases of material shortages we reserve the right to allocate the delivery of affected materials as we see fit. The time for performance shall be extended by the period of the applicable force majeure event.

Intellectual Property
You hereby recognize Company’s intellectual property rights in its name, the Site, all products sold through the Site and all other intellectual property owned by Company, and nothing herein shall be deemed to assign ownership of any such intellectual property to you. Our intellectual property may include, but is not limited to, patents, patent applications, copyrights (including drawings, prints, manuals and specifications), trademarks and service marks (registered or unregistered) and applications thereof, "trade dress", and technical, proprietary and confidential information. You affirm that you are obtaining the products sold through the Site for use as intended.

Independent Contractors
Neither of us shall be deemed to be the agent or legal representative of the other for any purpose whatsoever. We are independent contractors and neither of us shall represent or hold ourselves out in any other capacity.

Assignment
You may not assign these Terms of Sale, by operation of law or otherwise, without our prior written consent. Any assignment attempted in violation of this provision shall be void and of no legal effect.

Representations and Warranties
You hereby represent and warrant that you have the authority to enter into this Agreement, and that these Terms of Use are binding on you and/or the company for which you are an employee or agent.

Governing Law
These terms and conditions shall be governed and construed in accordance with the laws of the state of Illinois excluding its choice of law provisions. The United Nations Convention for the International Sale of Goods shall not apply.

Arbitration
We agree to attempt to resolve any disputes amicably through our respective representatives. If, after thirty (30) days we are unable to do so, then we each agree that any claim or controversy of any sort relating to our agreement shall be determined by arbitration in Chicago, Illinois, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered either by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or by the American Arbitration Association pursuant to its Commercial Arbitration Rules. The arbitrator shall have no power to add to, delete from or modify these Terms of Sale. Each of us shall have the right to conduct discovery to which we would be entitled had the dispute been resolved in a state court of general jurisdiction in Illinois. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude either of us from seeking provisional remedies in Illinois in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, as part of the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. Notwithstanding the foregoing, in addition to our rights set forth above, we may initiate proceedings directly in the appropriate court located in Chicago, Illinois in connection with any claim to collect amounts due and owing by you.

Entire Agreement
These Terms of Sale represent our entire agreement with respect to your order. No modification or amendment or waiver of rights will be effective except in a written document signed by both of us. Waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. We reserve the right to alter or change these Terms of Sale at any time with respect to future orders that you may place with us.

Severability
If any provision of these Terms of Sale are held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such provision shall be deemed severed from these Terms of Sale and the validity of the remainder of these Terms of Sale shall not be affected thereby.