Bentley World Packaging Terms and Conditions

Terms and Conditions

For purposes hereof, “Bentley” refers to Bentley World Packaging, Inc. and “Customer” refers to the customer of Bentley purchasing goods and services from Bentley. By tendering items to Bentley, Customer expressly agrees that the following terms and conditions shall apply to all sales of goods and services by Bentley to Customer.

The Customer represents and warrants that they are the lawful owner of the goods to be received by Bentley. Customer also agrees that Bentley at no time will take title to any of the goods. Customer assumes all risk and is responsible for any and all loss for items stored or in the possession of Bentley, including, without limitation, loss or damage caused by acts of God, strikes, labor issues, fires, flood, theft, acts or omissions of domestic, civil or military authorities or other causes beyond the control of the Company. Goods are not insured by Bentley for the benefit of the Customer against fire, theft or any other casualty and Customer is responsible for insuring that appropriate insurance coverage is in place for goods in Bentley’s possession.

The Customer represents and warrants that all hazardous materials provided to Bentley have been prepared, labeled, shipped, packed and declared in accordance with the provisions of all applicable federal and state laws and regulations, as well as any other jurisdictional body having control over the labeling, packing or shipping of hazardous materials. Additionally, Customer must notify and receive written permission from Bentley specifically authorizing the shipment of any hazardous substances prior to shipping the same to any Bentley facility. In the event that the above conditions are not satisfied, Customer shall be fully liable for and shall indemnify and save harmless Bentley against any and all loss, damage and expenses that Bentley may sustain as a result of the Customer’s breach of the foregoing representations and warranties.

The average time to complete packaging and crating may exceed, but in no case is less than, five (5) working days after receipt by Bentley of the material to be packaged. Shorter time frames may be provided upon written authorization by Bentley. In the absence of such written authorization, Bentley makes no representation as to its ability or commitment to provide services on shorter notice. In the absence of a shorter authorized time-frame, over-time and double-time charges at Bentley’s standard rates may apply to jobs that would be in addition to any previously quoted rates.

Customer shall be responsible for selecting the method of transportation and carrier and shall be responsible for all freight charges to ship Customer’s goods from Bentley’s facility. Title and risk of loss remains with Customer and Customer assumes all responsibility for shortage, loss, delay or damage to goods in transit. If any freight charges are incurred by Bentley, it shall add such freight charges to Customer’s invoice. Customer is responsible for insuring that insurance coverage acceptable to Customer is in place for products in transit.

All pricing shall be in accordance with the quotes provided by Bentley to Customer. All prices are exclusive of all sales, use, excise or similar taxes applicable to the services provided by Bentley and all such taxes shall be paid by Customer. `

Bentley’s payment terms are net 30 days from the date of invoice. Terms and open account status are subject to change for failure to pay on a timely basis or impaired financial strength of Customer. Goods not shipped after the expiration of thirty (30) days from the date that such goods are received by Bentley shall be subject to additional storage charges. Outstanding balances not paid when due shall be subject to interest, in addition to the principal amount due, at the lesser of one and one-half percent (1.5%) per month or the maximum interest rate permitted by applicable law, from the date of the invoice until paid. Customer agrees that, in the event any sums due Bentley become subject to any collection activity, Bentley shall be entitled to receive all reasonable costs and expenses of collection and/or suit including, but not limited to, attorneys’ fees.

Bentley warrants and represents that the services provided to Customer shall be free of any negligent act or omission by Bentley. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, BENTLEY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SERVICES PROVIDED TO CUSTOMER OR THE CONDITION OF THE PACKAGING AND CRATING PROVIDED TO CUSTOMER INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESSED OR IMPLIED. If Bentley is found to be in breach of such warranty, Bentley shall only be liable for loss or damage resulting from such breach to a maximum amount of $500.00 per package or piece, unless a higher value is declared by the Customer prior to the time the goods are delivered to Bentley and a corresponding fee is paid for such excess value. All declared values in excess of $500.00 shall be subject to an additional charge by Bentley which will be computed at the then current rate, but in no event shall be less than one half of one percent (.5%) of the declared value of each package or piece. Additional charges may be considerably higher based on the unusual nature of the item. Such declaration of value and additional charge shall be paid before receipt of goods by Bentley.

Bentley is not liable for any damage not caused by its own negligence or any damage caused by:

The act, default, or omission of Customer or any other party who claims an interest in the item, including the failure to comply with these Terms and Conditions;
The nature of the item or any defect, or any characteristic thereof;
Acts of God, perils of the air, public enemies, public authorities acting with actual or apparent authority of law, strikes or other local disputes, civil commotions, hazards incident to a state of war, or weather conditions;
Acts or omissions of any person other than Bentley, including compliance with delivery instructions from Customer or Customer’s agents;
Any mechanical failure of any electronics, appliances, or other mechanical or electronic items of any kind or nature;
Any claim for damage where such damage occurred in a place where prior damage existed, or where such prior damage was previously repaired or restored;
Any claim or damage resulting from or to finishes incompletely or inadequately cured or dried, or which were previously broken down from age, abuse, or otherwise;
Spoilage, contamination, freezing, rusting, extremes of temperature or air pressure, shrinkage, evaporation, change in flavor, appearance, or texture;
Any claim or damage to any item or part of an item which was not or is not visible to Bentley at the time of receipt; and
Customer packed goods where there is loss or damage of articles loaded or sealed in packages provided by Customer (or Customer assignee)

Additionally, Bentley shall not be liable in any event for any incidental, special or consequential damages, including but not limited to loss of profits, income, liquidated damages, or interest TO BE PROVIDED TO CUSTOMER whether or not Bentley had knowledge that such damages might be incurred.

Customer acknowledges that if it has contracted Bentley to design or construct containers, Customer affirms that they have had the opportunity to review the crates and crate design, and Customer warrants that the design meets the Customer’s requirements and acknowledges that Bentley makes no warranty or representation in that regard.

Claims for loss or damage must be presented in writing within thirty (30) days from the date of arrival of the shipment at its destination and must be supported by a fully paid bill for all services performed by Bentley. Customer must make the original shipping cartons and packing available for inspection by Bentley. Additionally, photographs of the damaged items and the packaging material must be provided. Bentley is not responsible for loss or damage incurred by reason of acts or omissions of the carrier.

Bentley shall not have any liability for any delay in or failure to perform caused by circumstances beyond its control, including, but not limited to, delays or failures caused by civil insurrection, war, fire, flood, government action, strike or other labor disturbance or acts of God.

It is agreed that Bentley shall have a lien against any and all property of the Customer in Bentley’s possession, and on the proceeds from any sale thereof, for all charges provided herein including, without limitation, amounts owed for goods and services provided by Bentley, storage, transportation, labor and materials, reasonable attorneys’ fees and other expenses incurred by Bentley as a result of any litigation in which Bentley shall be involved in connection with said property.

The terms and conditions herein cannot be modified except in writing, signed by an authorized representative of Customer and an officer (CEO, President or Vice-President) of Bentley. No agent, employee or representative of Bentley other than an officer (CEO, President or Vice-President) of Bentley may alter, amend or modify any term, provision or condition of these terms and conditions and any such waiver, alteration, amendment or modification must be in writing. Any terms or conditions contained in any purchase orders, confirmations, acknowledgments, shipping orders or documents issued by Customer in connection with the provision of goods or services by Bentley to Customer which are inconsistent with the terms hereof shall not apply, and any provision of services by Bentley shall not constitute assent to any such inconsistent terms.

The transactions contemplated hereby shall be governed by the laws of the state in which the packaging or other services occurred and any legal action, if brought, shall occur in the state and jurisdiction in which the packaging or other services occurred.

5556156_2