PURCHASE ORDER TERMS & CONDITIONS FOR FLEXORA LLC
THESE TERMS & CONDITIONS APPLY TO EACH AND EVERY ORDER PLACED BY
FLEXORA LLC WITH YOUR COMPANY (“SUPPLIER”), EVEN IF THESE TERMS &
CONDITIONS ARE NOT ATTACHED TO A PARTICULAR PURCHASE ORDER. ANY
DIFFERING TERMS SENT OR DELIVERED BY SUPPLIER SHALL NOT APPLY. BY
ACCEPTING A PURCHASE ORDER AND DELIVERING ANY FILM PRODUCT (THE
“PRODUCT”), SUPPLIER AGREES TO THESE TERMS & CONDITIONS.
- Design and Specifications
Flexora LLC will provide the required film specifications, including resin blend, gauge,
width, print desing, winding format, core size, roll length, and packaging configuration
(“Specifications”). Supplier is responsible for reviewing and confirming it can meet all
Specifications for each Purchase Order. If Supplier does not object in writing within
forty-eight (48) hours of receiving a Purchase Order, it will be deemed to have accepted
the Specifications, and confirmed that it can fulfill the order using proper equipment,
materials, and capacity. - Supplier Duties and Obligations
Supplier shall manufacture, process, slit, print, package, and ship all film in accordance
with the Specifications and in line with industry best practices. Only materials
specifically approved or ordered by Flexora LLC may be used; substitutions must
receive prior written approval. If Supplier deviates from approved materials or processes
without authorization, Flexora LLC is not liable for payment.
Supplier acknowledges that non-conforming film—such as incorrect gauge, off-spec
printing, improper winding, or contamination—can cause production line disruptions or
customer loss. In such cases, Supplier may be held liable for:
● Financial damages (e.g., lost profits, lost customers).
● Reputational harm to Flexora LLC.
● Costs associated with transitioning customers.
Supplier guarantees all delivered film for a period of one (1) year. For any
defective or non-conforming film, Supplier shall reimburse Flexora LLC for all
costs related to removal, disposal, admin time, freight, labor, and replacement
materials.
Flexora LLC is not responsible for any costs related to film produced incorrectly,
regardless of whether Supplier reprints or replaces the material.
- Timing for Production
Time is of the essence. All films/products must be produced and shipped within the lead
time stated in the Purchase Order. If Supplier cannot meet that timeline, it must notify
Flexora LLC in writing within forty-eight (48) hours of receiving the order. - Term and Termination
Barring breach, either party may terminate the business relationship with sixty (60) days
written notice. Immediate termination is permitted in the case of Supplier’s default or
failure to meet Specifications or delivery commitments. - Packing and Shipping
All film/products must be securely wrapped, palletized, and labeled to prevent damage
during shipment. Supplier must use heavy duty corrugated box- 9when appropriate)
along with support to keep cores from crushing, each roll must be wrapped in a poly
wrap for protection. A label must be affixed to the outside of each roll – The label should
include the following information: Roll Number, Footage per Roll, Date of Production.
Supplier is responsible for compliance with all applicable shipping regulations. All
damage, penalties, or fines caused by improper shipping or labeling shall be paid by
Supplier. Supplier must email packing lists, shipping confirmations, and invoices with
each shipment. - Non-Circumvention
Supplier shall not contact or conduct business directly with Flexora LLC’s customers or
prospective customers, nor attempt to bypass Flexora LLC in any way. - Title and Risk of Loss
Title and risk of loss remain with Supplier until the film is delivered to the carrier, F.O.B.
Supplier’s facility. - Non-Conforming Product
Any film deemed non-conforming may be returned at Supplier’s cost. Supplier must
replace defective or rejected film as quickly as possible. If Flexora LLC must perform
rework (e.g., splicing, rewinding, sorting), Supplier will be invoiced for all related costs,
including administrative time and storage fees. If Flexora is forced to source materials
previously ordered from your company and your company has been unable to deliver
correctly said materials Flexora may invoice for administrative time and costs of vendor
failure. +/- acceptable waste rates should be discussed for each product and agreed to
by Flexora and Vendor. These parameters will be outlined in each order. - Confidentiality
Supplier agrees to maintain strict confidentiality regarding Flexora LLC’s designs,
formulations, specifications, customers, and related business information.
Confidentiality obligations survive the business relationship. - Intellectual Property
All intellectual property developed or used in connection with Flexora LLC’s orders
remains the exclusive property of Flexora LLC. Supplier waives all rights and assigns
any intellectual property created while fulfilling orders to Flexora LLC. - Contract Documentation
Any conflicting terms in Supplier’s documents (e.g., invoices, quotes) are null and void.
These Terms & Conditions govern all transactions unless otherwise amended in writing
by Flexora LLC and Supplier. - Governing Law and Venue
These Terms & Conditions shall be governed by the laws of the Commonwealth of
Pennsylvania. All disputes shall be resolved in Chester County Court of Common Pleas
or the U.S. District Court for the Eastern District of Pennsylvania. - Assignment
Neither party may assign or transfer its rights or obligations without written consent of
the other. - Miscellaneous
● Headings are for reference only.
● Entire Agreement: These Terms & Conditions constitute the complete
agreement between the parties.
● Severability: If any provision is found invalid, the rest shall remain in effect.