Terms and Conditions of sale
Last Updated: May 27, 2026
These Terms govern the sale of all goods and related services ("Goods") by Rockfront LLC d/b/a Rockfront Packaging, a Colorado limited liability company ("Seller") to the buyer ("Buyer") identified on the Sales Order, Delivery Ticket or Invoice that includes a link to these Terms (the "Order"). The Order and these Terms together constitute the entire agreement and supersede all prior communications and any preprinted terms on Buyer's purchase order, which are expressly rejected. Buyer is deemed to accept these Terms upon the earliest of written acknowledgment, acceptance of any Goods, or failure to object in writing within five (5) days of receipt of the relevant Sales Order. Seller may update these Terms from time to time by posting an updated version of the Terms on Seller's website; such updates shall be effective upon such posting and shall apply to any Orders accepted following such posting.
1. Prices & Payment
Prices exclude taxes, duties, tariffs, freight, and insurance, all of which are Buyer's responsibility. Seller may adjust prices prior to shipment to reflect changes in costs, tariffs, or currency. Payment is due net thirty (30) days from invoice, unless otherwise specified in the Order, without set-off or deduction. Overdue amounts bear interest at 1.5% per month (or the maximum legal rate) and Buyer shall pay all collection costs, including reasonable attorneys' fees. Seller may require advance payment or security at any time and may suspend performance if Buyer's credit becomes unsatisfactory. Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Buyer, either generally or with respect to a particular purchase order, and may require cash payments in advance or security satisfactory to Seller.
2. Delivery & Title
Delivery is EXW (Incoterms 2020) Seller's facility; risk of loss passes to Buyer upon tender to the carrier. Title remains with Seller until full payment, and Buyer grants Seller a purchase-money security interest in the Goods. Delivery dates are estimates only; Seller is not liable for delay. Partial shipments are permitted and may be invoiced separately.
3. Inspection
Claims for shortage, non-conformity, or visible damage must be made in writing within ten (10) days of delivery; otherwise the Goods are deemed accepted. No returns without Seller's prior written authorization.
4. Limited Warranty
Seller warrants that for ninety (90) days from shipment the Goods will materially conform to Seller's specifications and be free from defects in material and workmanship under normal use. Buyer's sole remedy is, at Seller's option, repair, replacement, or refund of the purchase price. The warranty does not apply to Goods modified, misused, mishandled, or damaged after delivery. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 4, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOODS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS AGREED BY THE PARTIES. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
5. Regulatory Labeling
If the Goods require labeling in order to comply with regulatory requirements ("Labeling"), Buyer represents and warrants that the Labeling provided by Buyer is in compliance with all applicable laws, including laws relating to the Goods' intended use. Buyer further agrees that Seller's sole obligation with respect to Labeling is limited to printing the Labeling onto the Goods.
6. Indemnification; Limitation of Liability
Buyer shall indemnify, defend, and hold harmless Seller and its affiliates from all claims, damages, and expenses (including reasonable attorneys' fees) arising out of Buyer's breach of this Agreement or Buyer's use, resale, handling, modification, or storage of the Goods. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE GOODS OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. SELLER'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
7. Force Majeure
Seller shall not be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, governmental action, pandemics, labor disputes, supplier delays, or shortages. Seller may extend the time for performance, allocate Goods among customers, or cancel the affected order without liability in such event.
8. Cancellation
Orders are non-cancelable and non-modifiable by Buyer once accepted, except with Seller's written consent. Seller may cancel any order prior to shipment without liability.
9. Intellectual Property & Compliance
All intellectual property in the Goods remains Seller's (or its licensors') exclusive property; no license is granted by implication. Each party shall comply with all applicable laws, including export control, sanctions, and anti-corruption laws.
10. Governing Law & Disputes
This Agreement is governed by the laws of the State of Colorado, excluding its conflicts rules and the UN Convention on Contracts for the International Sale of Goods. The state and federal courts in Denver, Colorado shall have exclusive jurisdiction; each party waives any objection to venue and any right to a jury trial. Any claim by Buyer must be brought within one (1) year of accrual or be forever barred.
11. General
These Terms, with the Order, are the sole and exclusive statement of the parties' understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. These Terms and Conditions of Sale constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties; these Terms may be modified from time to time by Seller's posting of new Terms on its website, provided such modifications shall only be applicable to Orders accepted following such posting. No waiver by Seller of any of these Terms or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Terms. The provisions of Sections 1, and 4 through 11 shall survive termination. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. These Terms are not transferable by either party without the prior written consent of the other party, except that Seller may assign these Terms without Buyer's consent if the assignment is to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Seller's assets.