Packaging Terms and Conditions

Cirba Solutions

Packaging Product Terms of Service

THIS IS A LEGALLY BINDING AGREEMENT.

PURCHASING CIRBA SOLUTIONS’ BATTERY RECYCLING SOLUTIONS OR PRODUCTS AND UTILIZING CIRBA SOLUTIONS’ SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE.

These Terms of Service (“Terms”) shall apply to those products and services provided by Cirba Solutions, LLC, and its subsidiaries and affiliates (“Cirba Solutions”) and shall govern (a) your use of any  shipping label  provided by or on behalf of Cirba Solutions (“Label”); (b) your use of any Cirba Solutions WeRecycle Kit, WeRecycle Battery Box, WeRecycle Damaged, Defective and Recalled Kit or any other recycling kits, boxes, containers and/or other packaging and accessories sold by Cirba Solutions (collectively, “Packaging Products”) in connection with Cirba Solutions’ battery materials return shipping and recycling services (“Service”); and (c) the relationship between Cirba Solutions and the user of the Label, Packaging Product or Service (“You” or “Customer”). The Terms shall be effective as of the earlier of the date on which you (i) place an order for Product or Service, or (ii) utilize any Label, Packaging Product or Service.

1. LIMIT ON PROGRAM AVAILABILITY. Packaging Products or Services may not be available to Customers located outside of the continental United States or in other circumstances.  Cirba Solutions shall be entitled to cancel any order for Packaging Products or Services without liability or, in its sole discretion, delay fulfillment of such order, where any Packaging Product or Service is unavailable for any reason.   
2. RECYCLING SERVICES. Subject to these Terms, upon receipt and acceptance by Cirba Solutions of Recycled Materials (as defined below) contained within a Packaging Product, Cirba Solutions shall process, recycle and/or dispose of such Recycled Materials in accordance with applicable federal, state and local laws and regulations.
3. TITLE TO THE PACKAGING PRODUCT AND CONTENTS. Until Cirba Solutions receives, verifies the contents and accepts the Recycled Material contained within a Packaging Product at its final processing facility: (a) title to and risk of loss of the Packaging Product and the contents contained within the Packaging Product will remain with Customer; and (b) Customer is solely responsible for the contents of the Packaging Product. 
4. NO REFUNDS, RETURNS OR EXCHANGES- ALL SALES FINAL.  Due to the nature of the Packaging Products and Services, and for safety and handling reasons, all sales are final.  Except as otherwise required by law, no refunds, returns or exchanges of Packaging Products will be accepted.
5. RESALE LIMITATIONS.  Packaging Products purchased from Cirba Solutions are solely for Customer’s use and not for resale.  Except with the prior written consent of Cirba Solutions, Customers are prohibited from selling, offering for sale or otherwise transferring ownership of any Packaging Products purchased from Cirba Solutions. 
6. CUSTOMER ACKNOWLEDGMENTS REGARDING DEVICES. (i) Customer acknowledges that Customer is responsible for the deletion of all confidential and proprietary data on all cellphone, computer, tablet, data storage and other electronic media and devices (collectively, without limitation, “Devices”) before any such Devices have left the Customer’s premises; (ii) Customer acknowledges that Cirba Solutions shall not be responsible, in any way, for confidential and proprietary data that is contained in any Devices, whether in transit or once received by Cirba Solutions; and (iii) Customer acknowledges that Cirba Solutions shall not be under any obligation to locate or return to Customer any Devices during transit or following receipt by Cirba Solutions.
7. PACKING INSTRUCTIONS. Customer shall sort, pack and seal the Recycled Material within the Packaging Product in strict accordance with the instructions provided by Cirba Solutions, including instructions provided with or on the Packaging Product and/or on Cirba Solutions’ website (the “Packing Instructions”).  Such Packing Instructions may include requirements to tape the terminals of certain battery types and/or include certain battery types only in designated and approved Packaging Products. Customer acknowledges and agrees that (i) certain types of Recycled Material may be required to be segregated and cannot be commingled with other Recycled Material in a Packaging Product, (ii) designated Product Packaging and Labels must be used for certain Recycled Material, and (iii) Customer is responsible for complying with all weight limitations for applicable Packaging Products, in each case in accordance with the Packing Instructions.  Customer is solely responsible for complying with the Packing Instructions, including the applicable lists of accepted and not accepted materials and weight limits for any such Packaging Product.  Customer’s inventory list (if any) of items contained within the Product shall be for reference purposes only and shall not be deemed final. Cirba Solutions’ inventory list of items contained with the Product after review and final acceptance by Cirba Solutions shall be binding.  Customer will be solely liable for any failure to comply with the Packing Instructions.  IN NO EVENT WILL CIRBA SOLUTIONS BE RESPONSIBLE FOR ANY COSTS, EXPENSES, LIABILITY OR OTHER LOSSES ARISING OUT OF ANY FAILURE BY CUSTOMER TO COMPLY WITH APPLICABLE PACKING INSTRUCTIONS. 
8. RETURN SHIPPING. Customer shall comply with all return shipping instructions provided by Cirba Solutions. Shipping instructions are included with each Packaging Product and are available on Cirba Solutions’ website. Shipping instructions may also be obtained by contacting Customer Service at customerservice@cirbasolutions.com. Cirba Solutions may modify or cancel return shipping Services at any time without liability or obligation to Customer.
9. EXPIRATION OF PACKAGING PRODUCT; UNUSED CONTAINERS. Each Packaging Product must be returned to and received by Cirba Solutions within one year from the Accumulation Start Date as set forth in the Packing Instructions (“Expiration Date”). Cirba Solutions shall have no obligation to perform Services, recycle or otherwise handle, process or manage the contents of any Packaging Product received after the Expiration Date. Cirba Solutions will not be obligated to give a refund for any unused Packaging Products.
10. ADDITIONAL SHIPPING CHARGES. In the event Customer ships a Packaging Product (i) after the Expiration Date, (ii) in excess of the maximum allowable weight, or (iii) otherwise not in accordance with the Packing Instructions or any applicable shipping instructions from Cirba Solutions, Customer will be responsible for any additional charges. 
11. CUSTOMER REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Cirba Solutions that (i) Customer holds good and marketable title to the material being sent to Cirba Solutions free and clear of liens, security interests and any other encumbrances preventing such material from being transferred to Cirba Solutions, (ii) Customer has complied and will comply in all respects with the Packing Instructions and return shipping instructions, (iii) Customer has and will only include acceptable Recycled Material in any Packaging Product, and (iv) Customer has not and will not include any Non-Conforming Waste in any Packaging Product.
12. NON-CONFORMING WASTE. Packaging Products and Services may only be used for recycling those materials specifically indicated on the Packaging Product or Packing Instructions (the “Recycled Materials”).  A detailed list of the acceptable Recycled Materials for each Packaging Product type may also be obtained from Cirba Solutions. Material will be considered nonconforming (collectively, “Non-Conforming Waste”) if (a) it has constituents, characteristics, components, materials or properties not included within the definition of Recycled Materials or not permitted by the Packing Instructions for the applicable Packaging Product; (b) it would cause Cirba Solutions to be in non-compliance with any permit, license or applicable law or the requirements of any transportation carrier; (c) it could cause damage or degradation to Cirba Solutions’ facilities, equipment or end products that Cirba Solutions produces; or (d) unless Cirba Solutions has specifically agreed in writing to accept such material, it is found to be physically damaged, defective, recalled, cracked, swollen or leaking. If Cirba Solutions determines that any Packaging Product contains Non-Conforming Waste, Cirba Solutions may, at its sole discretion, and at Customer’s sole cost and expense: (a) reject the Packaging Product and return it to Customer at Customer’s expense; (b) return the Non-Conforming Waste to Customer at Customer’s expense; (c) require that the Customer make arrangements for removal of the Non-Conforming Waste at Customer’s expense; (d) process or manage the contents of the Packaging Product and Customer shall pay for any and all losses, costs or damages associated with transporting, processing or managing the Non-Conforming Waste. Cirba Solutions shall not be deemed to take title to any Non-Conforming Waste at any time or be responsible for such Non-Conforming Waste. 
13. CHARGES FOR FAILURE TO COMPLY WITH TERMS AND INSTRUCTIONS; NON-CONFORMING WASTE; CHANGED CONDITIONS; AND ADDITIONAL SERVICES. Cirba Solutions reserves the right to bill additional amounts for any of the following: (a) any Packaging Product exceeding its any specified maximum weight; (b) costs associated with handling any Non-Conforming Waste; (c) shipping materials in the wrong Packaging Product or commingling materials in a Packaging Product that are not allowed by the applicable Packing Instructions; (d) additional shipping charges or related costs; (e) any costs or expenses incurred by Cirba Solutions other than the usual and ordinary costs of Cirba Solutions in the performance of the Services; (f) any costs related to changes in applicable law occurring after the date of purchase of any Packaging Product; and/or (g) applicable surcharges in accordance with Cirba Solutions’ Surcharge Schedule.
14. CIRBA SOLUTIONS WARRANTY. Cirba Solutions warrants that it will handle, manage, treat, process and dispose of the Recycled Materials in compliance with applicable statutes, ordinances, orders, rules and regulations of the federal, state and local governments in whose jurisdictions such activities are performed. Packaging Product is provided on an “as is, where is” basis and Cirba Solutions disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
15. LIMITATION ON LIABILITY. Notwithstanding any other provision set forth in these Terms and to the maximum extent permitted by applicable law: (a) neither Cirba Solutions nor its directors, owners, suppliers, officers, agents, affiliates, contractors and/or employees (collectively, the “Cirba Solutions Parties”) shall be responsible or liable with respect to the Services, Packaging Product, or any use thereof or other liability arising therefrom, under any theory of contract, negligence, strict liability or other theory, except as specifically set forth in these Terms; (b) in no event shall Cirba Solutions be liable or responsible for any matter beyond Cirba Solutions’ reasonable commercial control; and (c) in no event shall Cirba Solutions be liable to Customer for any amount in excess of the amount received by Cirba Solutions from Customer for the purchase of Packaging Product at issue. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL ANY OF THE CIRBA SOLUTIONS PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THE SERVICES. CIRBA SOLUTIONS’ TOTAL OBLIGATION AND LIABILITY UNDER THESE TERMS OF SERVICE SHALL NOT EXCEED THE AMOUNT RECEIVED BY CIRBA SOLUTIONS FROM THE CUSTOMER WITH RESPECT TO THE PACKAGING PRODUCT AT ISSUE, WITHOUT REGARD TO THE THEORY OF RECOVERY OR THE NATURE OF THE CAUSE OF ACTION.
16. INDEMNIFICATION Customer shall indemnify, defend and hold the Cirba Solutions Parties harmless from any losses, damages, suits, penalties, fines, costs, liabilities and expenses (including reasonable attorney’s fees) arising out of any claim for (i) loss or damage to property or the environment, or (ii) injuries to or death of persons, including Cirba Solutions’ employees and agents, caused by or arising from Customer’s negligence, willful misconduct, breach of or failure to comply with these Terms, the Packing Instructions, the shipping instructions, violations of laws, ordinances, rules, regulations, orders or permits, or the delivery to Cirba Solutions of Non-Conforming Waste.
17. GOVERNING LAW AND VENUE. These Terms will be interpreted in accordance with the laws of the State of North Carolina, without regard to its choice of law provisions, as though all performance of these Terms occurred in the State of North Carolina. The parties shall submit all disputes, claims or demands of any kind relating to or arising out of these Terms (“Controversy”) to a three-step dispute resolution process. The three-step process shall (i) begin with informal negotiation conducted in good faith; (ii) be followed, if necessary, by mediation exclusively in Charlotte, North Carolina, initiated by a written demand of one party served on the other, and if the mediator determines that the Controversy cannot be resolved by mediation or if either party shall make a written demand therefor, then; (iii) the Controversy shall be submitted to binding arbitration exclusively in Charlotte, North Carolina, conducted by a neutral arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitrator shall be entitled to include in the award attorney’s fees and costs pursuant to these Terms, and any damages or remedies otherwise available pursuant to these Terms, and such award shall be supported by written conclusions of law and fact. The foregoing notwithstanding, either party may maintain, for the purpose of obtaining a provisional remedy or provisional relief, any underlying action or claim on which such affirmative relief may be based.
18. FORCE MAJEURE. If Cirba Solutions is prevented from complying, either totally or in part, with any of the terms or provisions of these Terms by reason of fire, flood, storm, strike, lockout or other labor trouble, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, rebellion, requirements from transportation carriers or other causes beyond the reasonable control of Cirba Solutions, or other acts of God, then the affected provisions and/or other requirements of these Terms shall be suspended during the period of such disability and Cirba Solutions shall have no liability to Customer in connection therewith.
19. ENTIRE AGREEMENT; CONSTRUCTION. These Terms constitute your entire agreement with Cirba Solutions with respect to the purchase and use of any Packaging Product or the Services, superseding all prior communications, agreements or correspondence between the parties or their representatives for any Packaging Product or Services; provided, however, obligations which apply to users of any Packaging Product set forth on or in such Packaging Product, or in the Packing Instructions, are hereby incorporated herein. If any provision in these Terms is determined to be illegal, invalid or unenforceable, the remainder of these Terms will nonetheless survive and govern the rights and obligations of the parties hereto. No provision of the Terms will be deemed waived, amended, or modified by either party unless such waiver, amendment, or modification is in writing signed by the party against whom enforcement is sought. Representations or statements made by any employee, agent, or representative of Cirba Solutions shall not be binding on Cirba Solutions unless agreed upon in a writing signed by an authorized representative of Cirba Solutions.
20. FORMS.  Cirba Solutions objects to, and shall not be bound by any term or condition on the Customer’s purchase order or other form or document submitted by Customer to Cirba Solutions which is different from or in addition to these Terms.  Any additional or different terms or conditions proposed by Customer are hereby expressly rejected. No terms, conditions, description, price, quantity or delivery schedule shall be changed, and no agreement or understanding in addition to or different from these Terms shall be binding upon Cirba Solutions without written authority from Cirba Solutions’ authorized representative.