Unless otherwise indicated in a formal agreement, the following Terms and Conditions of Sale ("Terms and Conditions") shall apply to all sales made by Brady Corporation, its subsidiaries and affiliates ("Supplier") to a buyer of Supplier's goods ("Purchaser"), and every agreement or other undertaking by Supplier is expressly conditioned on Purchaser's assent to these Terms and Conditions.
Acceptance of Orders
A quotation or tender addressed to Purchaser from Supplier does not constitute an offer to sell, and in no circumstances shall any contract arise unless and until the Purchaser submits an order to Supplier, and Supplier issues a written acknowledgment of the order to the Purchaser.
Unless otherwise stated in writing, price and delivery terms are F.O.B. site of shipment, as defined in Incoterms 2000, and such prices do not include sales, use or other taxes or any export package cost, transportation, freight handling charges, export/import license fee, customs duties and the like, all of which shall be paid by Purchaser, who shall indemnify Supplier against all claims and liabilities therefor. Unless otherwise specified in writing, delivery dates are estimates only, and Supplier shall not be liable for any damages, consequential or otherwise, resulting from the failure to deliver the goods by a particular date.
Unless otherwise stated in writing, payment terms are ten (10) days from the date of the invoice for customers with satisfactory credit. In the event payment is not received by the due date, interest shall accrue at the rate of one and one-half percent (1.5%) on the unpaid portion of the invoice for each period of thirty (30) days from the due date. Purchaser shall be liable for Supplier's costs associated with the collection of any amounts past due, including but not limited to attorneys' fees and court costs. Supplier retains title/security interest in the goods until full payment.
Whenever Purchaser becomes insolvent or Supplier in good faith requires security, Supplier may cancel any outstanding contract with Purchaser; revoke any extension of credit to Purchaser; reduce any unpaid debt by enforcing its security interest in all goods (and proceeds therefrom) furnished by Supplier to Purchaser; and take any other steps necessary or desirable to secure Supplier fully with respect to Purchaser's payment for goods furnished or to be furnished by Supplier.
In the absence of an appropriate written notice with full particulars of any deficiency in the quality or quantity of the goods, sent to Supplier after Purchaser's inspection of the goods, Purchaser shall be conclusively deemed to have inspected and accepted the goods within thirty (30) days after receipt. Purchaser may not return any goods, under warranty claim or otherwise, without first reporting to Supplier the reasons for such return and first obtaining and then observing such reasonable instructions as Supplier may give in authorizing any return. In the event Purchaser desires to cancel an order, Purchase may accept such cancellation in its sole discretion; however, such cancellation, modification, or suspension of order will not be accepted on terms that will not fully indemnify Supplier against its loss, including recovery of all direct costs incurred, including normal indirect and overhead charges.
Supplier warrants that all goods will be free from defects in materials and workmanship for a period of six (6) months for non-assembled goods and eighteen (18) months for assembled goods at the time of delivery by Supplier ("Limited Warranty").
The Limited Warranty does not apply if (1) the defect is the result of use or handling of the goods in a manner, circumstances or purposes other than those approved or instructed by Supplier; or (2) the goods are misused or abused or there is evidence of tampering, mishandling, neglect, accidental damages, modification or repair without the approval of Supplier.
THE LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIMITED WARRANTY IS IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF SUPPLIER FOR LOSSES, EXPENSES, INCONVENIENCES OR DAMAGES (WHETHER SPECIAL, INDIRECT, SECONDARY, OR CONSEQUENTIAL) ARISING FROM OWNERSHIP OR USE OF THE GOODS. REPAIR, REPLACEMENT, OR CREDIT (AT SUPPLIER'S OPTION) UPON RETURN OF THE GOODS IS PURCHASER'S SOLE REMEDY FOR ANY SUCH LOSSES, EXPENSES, INCONVENIENCES OR DAMAGES. PURCHASER HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE MATTERS COVERED IN THIS PARAGRAPH.
No Consequencial Circumstances
Under no circumstances whatsoever shall Supplier and Purchaser be liable to each other for any indirect, special, or consequential damages, whether foreseeable or unforeseeable and whether based upon lost goodwill, lost resale profits, loss of use of money, work stoppage, impairment of other assets, or otherwise and whether arising out of breach of warranty, breach of contract, strict liability in tort, negligence, misrepresentation, or otherwise, except only in the case of personal injury where applicable law requires such liability.
In the event that a good supplied by Supplier is claimed to directly infringe a United States patent, copyright or trademark or a foreign patent, copyright or trademark corresponding thereto in effect at the time Supplier issues its invoice or written acknowledgment of the order, then Purchaser shall permit Supplier, at its option and expense, either to (1) procure the right to continue to use such good, (2) replace or modify such good so that the good supplied becomes non-infringing, or (3) accept return of such good and reimburse Purchaser for the purchaser price, less a charge for reasonable wear and depreciation.
Supplier shall at its expense defend any action against Purchaser based on a claim that a good infringes a United States patent, copyright or trademark or a foreign patent, copyright or trademark corresponding thereto, provided that Purchaser: (1) notifies Supplier promptly in writing of such action, and furnishes copies of all demands, process and pleadings; (2) gives Supplier sole control of the defense thereof (and any negotiations for settlement or compromise thereof); and (3) cooperates in the defense thereof at Supplier's expense.
THE FOREGOING STATES THE ENTIRE LIABILITY OF SUPPLIER FOR INFRINGEMENT CLAIMS AND ACTIONS, AND PURCHASER HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE FOREGOING.
Supplier shall have no liability to Purchaser for any action or claim alleging infringement based upon any conduct involving: (1) the use of any good in a manner other than as specified by Supplier; (2) the use of any good in combination with other products, equipment, or devices not supplied by Supplier; or (3) the alteration, modification or customization of any good by any person other than Supplier, or by Supplier based on Purchaser's specifications or otherwise at Purchaser's direction (regardless of whether such alteration, modification or customization occurs before or after the good is originally shipped by Supplier to Purchaser). In the event of an infringement action or claim against Supplier which is based on any conduct described in the preceding sentence, Purchaser shall indemnify and hold Supplier harmless against all damages, costs or expenses, including reasonable attorneys' fees paid or incurred by Supplier in connection with such action or claim.
The invalidity or unenforceability (in whole or in part) of any provision, term or condition hereof, will not affect in any way the validity and enforceability of the remainder of such provision, term or condition, or any other provision, term or condition.
These Terms and Conditions may not be modified, terminated or repudiated, in whole or in part, except in a writing executed by the authorized representatives of Supplier and Purchaser. Supplier may, at its sole option, treat any attempted modification, termination, or repudiation to which it does not assent in writing, as a breach of these Terms and Conditions.
Upon any breach by Purchaser, or failure by Purchaser to comply with any of these Terms and Conditions, or if Purchaser becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature), or if Purchaser becomes the subject of any proceeding under any state or federal bankruptcy law or other law, or makes any assignment for the benefit of creditors, Supplier will have the right to immediately cancel or terminate any and all agreements with or obligations to Purchaser relating to sales of the goods, in whole or in such part, which may result in the non-shipment or cancellation of Purchaser's pending or future order(s) and/or termination of Purchaser's relationship with Supplier, and to recover from Purchaser damages for breach (excluding consequential damages) and any unpaid installments due shall become immediately due and payable. All remedies in these Terms and Conditions will be cumulative, and not alternative or exclusive, and will be in addition to all other rights and remedies provided by applicable law. The exercise or failure to exercise any remedy by Supplier will not preclude the exercise of the same or other remedies under these Terms and Conditions.
Supplier will not be deemed to have waived any provision of these Terms and Conditions or any breach by Purchaser of any provision hereof, unless specifically set forth in writing and executed by an authorized representative of Supplier. No such waiver by Supplier will constitute a waiver of such provision or breach on any other occasion.
Supplier shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, terrorist actions, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars.
These Terms and Conditions, and the transactions contemplated hereby, will be governed by, construed and interpreted in accordance with the substantive laws of the Wisconsin (excluding the Convention on Contracts for the International Sale of Goods) without regard to its conflict of laws rules. Any legal action with respect to any such transaction must be commenced within one year and one day after the cause of action has accrued.
These Terms and Conditions, together with any quotation, order acceptance, or invoice subject to these Terms and Conditions, constitute the entire agreement and understanding of Supplier and Purchaser. Supplier assumes no liability except as expressly provided in these Terms and Conditions.
Any and all disputes arising under or relating to these Terms and Conditions and the transactions contemplated hereby shall be determined by binding arbitration in Milwaukee, Wisconsin, in accordance with the International Arbitration Rules of the American Arbitration Association, and be conducted in the English language.
Specific Terms Regarding Websites
The websites (“Sites”) for Brady Corporation, its subsidiaries and affiliates are provided as a service to our customers. Use of the websites indicates acceptance of the following applicable terms and conditions. We reserve the right to update or modify these terms and conditions at any time without prior notice. For this reason, we encourage you to review the Agreement whenever you use any of the Sites. If you do not agree to these terms, please do not use the Sites.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per business or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by unauthorized resellers or distributors.
Right to Change Sites
We reserve the right, at any time in our sole discretion, to: modify, suspend or discontinue the Sites or any service, content, feature or product offered through the Sites, with or without notice; charge fees in connection with the use of the Sites; modify and/or waive any fees charged in connection with the Sites; and/or offer opportunities to some or all users of the Sites. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, or any service, content, feature or product offered through the Sites.
Unless otherwise noted, the Sites, and all materials on the Sites, including text, images, illustrations, designs, icons, photographs, video clips and other materials, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the "Contents"), are owned, controlled or licensed by Brady Corporation and other trademarks appearing on the Sites are the trademarks of Brady Corporation and/or its subsidiaries.
The Sites and the Contents are intended solely for commercial, non-personal use. You may download or copy the Contents and other downloadable materials displayed on the Sites for your personal business use only. No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Sites.
User Comments, Feedback, and Other Submissions
Brady Corporation is pleased to hear from users and welcomes your comments regarding our products and services. Brady Corporation's company policy does not allow us to accept or to consider creative ideas, suggestions, proposals, plans, or other materials other than those we have specifically requested. We hope that you will understand that the intent of this policy is to avoid the possibility of future misunderstandings when projects developed by Brady Corporation's employees and agents might seem to be similar to creative works submitted by users. Accordingly, while we value your feedback, we must ask that you do not send creative ideas, suggestions, proposals, plans, or other materials for our business. If, at our request, you send certain specific submissions (for example contest entries) or without out a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), you agree that Brady Corporation may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to Brady Corporation. Brady Corporation is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments. Brady Corporation has the right but not the obligation to monitor and edit or remove any Comments.
You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Sites. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead Brady Corporation or third parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. Brady Corporation takes no responsibility and assumes no liability for any Comments posted by your or any third party.
Personal Information Submitted Through the Sites
Errors, Inaccuracies, and Omissions
Occasionally there may be information on our Sites that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Sites is inaccurate at any time without prior notice (including after you have submitted your order).
These terms are effective unless and until terminated by either you or Brady Corporation You may terminate this Agreement at any time. Brady Corporation also may terminate this Agreement at any time without notice, and accordingly may deny you access to the Sites, if in our sole judgment you fail to comply with any term or provision of the Agreement. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
Specific Terms Regarding Promotions
Promotions offered by email and/or through the Sites are governed by the terms stated in the promotion. Any person or entity accepting the benefit of the promotion, e.g., discount, gift, free or discounted shipping or freight or other promotion as described, is upon acceptance of same warranting that they are not violating their company policy and/or applicable law in accepting the promotion. Unless otherwise specified in writing, no manufacturer of any merchandise offered as part of a promotion is a sponsor of the promotion through Brady Corporation, its subsidiaries and/or affiliates.
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