These are the terms and conditions on which Celmark International, Inc. (Celmark) makes all sales. Celmark accepts no other terms or conditions of sale unless Customer and Celmark execute a contract in writing.
“Components” include raw materials, bottles, labels, trays, sleeves, seals, caps, IFC’s, jars, tubes, vials, pouches, pumps, droppers, displays, inserts and all other packaging and shipping material.
The amount of fill material produced may be greater or less than the exact amount ordered by Customer. Customer is responsible for payment of any overage or underage that may occur during production. Customer will only be responsible for payment for finished goods produced and ready for shipment.
Standard lead times on new products are 6-8 weeks and existing products are 4-6 weeks. Any change to an existing product requires a lead time of 6-8 weeks. Customer may request a shorter lead time, but Celmark has the sole discretion to grant it and if granted, Customer may be asked to pay an additional premium of three percent (3%) on the order. Celmark commits to use its best efforts to meet confirmed ship dates provided all components arrive on or before the component due date. If not sure of the due date, please contact Celmark’s customer service department at 407-859-7701. Celmark is not responsible for any damages, monetary or otherwise, resulting from a missed ship date. All components need to pass Celmark’s regulatory and quality review process before production scheduling can take place. If any component arrives after the due date or fails Celmark’s regulatory or quality review process, Celmark may reschedule production and shipment dates based on Celmark’s determination of when the component issues will be resolved.
Customer may request and be granted credit terms by Celmark based on Customer’s financial and credit information, payment history and overall account performance. If granted, any credit term may be revised at Celmark’s discretion. All past due accounts are subject to interest at 18% per annum or the highest amount permitted by Florida law. Celmark reserves the right to charge credit cards on file for any payments past due and will be subject to a three (3) percent service charge.
Standard Payment Terms
If granted credit terms, Customer will pay according to their terms. If Customer does not have credit terms, Customer with remit fifty-percent (50%) of the purchase order amount with their purchase order. The remaining fifty-percent (50%) payment is due when their order is ready for shipment. Customer will be invoiced for the balance owed when ready for shipment. Any Customer without credit terms will make payment within (10) business days from invoice date. Any Customer requesting payment made by credit card will include a three (3) percent service charge.
Failure to Make Timely Payment
Unless credit terms permit otherwise, if Customer does not make final payment of all monies owed within ten (10) business days of invoice date, Celmark may charge Customer a reasonable per diem pallet charge for storage of Customer’s components and finished goods in Celmark’s warehouse until payment made. If Celmark’s warehouse is deemed full to capacity, Celmark reserves the right to ship to and store Customer’s components and finished goods in an outside storage facility. Customer will be responsible for transport fees to the outside facility along with all storage fees. Celmark will set up the storage account and invoice Customer monthly for all storage fees. Customer will reimburse Celmark for all associated outside storage fees within ten (10) business days of receipt of monthly invoice. If payment is not received under either scenario within 30 days, Customer will be considered to have abandoned any right or title to the components.
Change to Original Purchase Order
Customer may submit a purchase order and for different business reasons may contact Celmark and want to submit a revised or replacement purchase order due to a change in components, requested delivery date (usually due to changes in market sales/demand projections or cash flow concerns), price or quantity. If Customer asks for any modification of the original purchase order, Customer is responsible for payment for any costs it incurred for any components, bulk material or finished goods generated in anticipation of meeting Customer’s original purchase order delivery date. This includes components purchased in anticipation of being used as scrap/waste. Celmark will be entitled to payment within ten (10) business days of Celmark’s invoice date for monies owed based on actions taken pursuant to the original delivery date. All components purchased on behalf of Customer for its product need to be completely used within 90 days of the Customer’s original requested delivery date, even in the event of a modification to the original purchase order. If unused, Celmark has the option of shipping the components back at Customer’s expense or charging a reasonable per diem pallet charge until the next purchase order is placed that would consume the unused inventory. The per diem charge will be added to the purchase order. Celmark has sole discretion as to when it will invoice Customer for outstanding monies Celmark is owed under this or any other section.
Cancellations and Abandoned Inventory
Complete cancellation by Customer of a purchase order received by Celmark will be permitted if no blending or packaging has been done by Celmark and Customer reimburses Celmark for all component costs incurred by Celmark on Customer’s behalf including purchasing more components than required for any specific order in anticipation of future orders or to attain a volume discount to lower the quoted unit price to the Customer. Customer will be responsible for all costs associated with shipping components warehoused by Celmark back to Customer. All cancellation requests by Customer need to be submitted in writing to Celmark customer service and Customer must receive written confirmation by Celmark granting cancellation. Any components for Customer’s product not used within 2 years from the date of warehouse receipt will be considered obsolete and abandoned by Customer and Celmark has the right to dispose of the components without Customer notification. No bailment is created for any Customer components supplied or purchased by or on behalf of Customer by Celmark.
Celmark may adjust Customer pricing from time to time in the event of significant market changes in the pricing of raw materials or Celmark supplied components for the Customer’s product or in the event projected production or packaging costs associated with your product are consistently higher than projected. Any product that has not been ordered within 1 year is subject to an automatic pricing review by Celmark prior to acceptance of a new purchase order. Celmark will do everything possible in its means to minimize any pricing adjustments.
All shipments are shipped freight collect (FOB shipping point) unless otherwise agreed to in writing. Customer arranged pick-up (CAP) is permitted. If shipment is not picked up within 10 days from Customer notification date, Celmark reserves the right to charge a flat fee of $50 per day until pick-up is made and the fee will be added to Customer’s invoice for the finished goods. If payment has already been made, Customer will be billed separately for the charge.
Confirmed delivery dates are subject to payment by Customer. Unless otherwise agreed in writing, Customer non-payment will result in a delayed delivery date. Customer will notify Celmark as soon as discoverable and in no case later than fifteen (15) days after actual delivery, of any claimed shortages or damage applicable to the shipment including shortages or damage that may have occurred during shipment. Notice will be in writing and will be reasonably detailed, stating the grounds for the claim. Failure to give such notice within the fifteen (15) day period will be deemed an acceptance in full of the shipment.