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BRAY INTERNATIONAL TERMS AND CONDITIONS OF SALE
<br />1. APPLICABILITY. These terms and conditions
<br />of sale (these “Terms”) are the only terms which govern
<br />the sale of the products (“Products”) by Bray
<br />International, Inc. and its subsidiaries, branches and
<br />divisions (as applicable, “Bray” or “Seller”) to a
<br />purchaser of Products (“Buyer”) from Bray.
<br />Notwithstanding anything herein to the contrary, if a
<br />written contract signed by Bray and a Buyer covers the
<br />sale of Products covered hereby, the terms and conditions
<br />of such contract shall prevail to the extent they are
<br />inconsistent with these Terms.
<br />References to (i) “Bray factory” are to the applicable
<br />Bray national or regional headquarters of Seller in the
<br />country where the order is received and (ii) “dollars” or
<br />“$” are to United States dollars unless specified otherwise.
<br />2. ENTIRE AGREEMENT. These Terms and
<br />the quotation (the “Quotation”) which they accompany
<br />(collectively, the “Agreement”) comprise the entire
<br />agreement between Bray and Buyer relating to the
<br />Products that are the subject of such Quotation, and
<br />supersede all prior or contemporaneous understandings,
<br />agreements, negotiations, representations and warranties
<br />and communications, both written and oral. These Terms
<br />prevail over any of Buyer’s general terms and conditions
<br />of purchase regardless of whether or when Buyer
<br />submitted its purchase order or such terms. Buyer’s
<br />acceptance of the Quotation is expressly limited to these
<br />Terms, and Bray objects to, and is not bound by, any terms
<br />or conditions that differ from, add to, or modify these
<br />Terms. Fulfillment of Buyer’s order does not constitute
<br />acceptance of any of Buyer’s terms and conditions and
<br />does not serve to modify or amend these Terms.
<br />Notwithstanding anything to the contrary in these Terms
<br />or any Agreement, Bray shall not be obligated to make,
<br />or otherwise fulfill the terms of, any sale of Products to
<br />Buyer in an order amount less than Two Hundred and
<br />Fifty Dollars ($250).
<br />3. QUOTATIONS. Unless stated otherwise in
<br />writing by Seller, all Quotations made by Seller are for
<br />immediate acceptance. Seller reserves the right to
<br />withdraw and/or revise any Quotation at any time prior to
<br />final acceptance by Buyer.
<br />4. PRICE. Buyer shall purchase the Products from
<br />Seller at the prices (the “Prices”) set forth in Seller’s
<br />published price list in force as of the date Buyer’s order is
<br />received by Bray. All Prices (and any applicable
<br />discounts) for Products are subject to change without
<br />notice. Any order that is delayed for delivery at Buyer’s
<br />request or is otherwise scheduled to be made in excess
<br />of one hundred twenty (120) days from the order
<br />date will be invoiced at published list prices and
<br />discounts effective at the time of shipment unless
<br />otherwise specifically agreed at the time of Seller’s order
<br />acceptance. Any extra expenses incurred by Seller, such
<br />as engineering, tagging, taxes, service calls, export
<br />crating or other expenses, will be added to the invoice
<br />after notification to Buyer of the extra costs.
<br />5. TAXES. Prices are exclusive of all sales, use and
<br />excise taxes, and any other similar taxes, duties, fees and
<br />charges of any kind imposed by any governmental authority
<br />(including those arising from changes in laws or regulations
<br />affecting foreign exchange) on any amounts payable by
<br />Buyer. Buyer shall be responsible for all such charges, costs
<br />and taxes, and if payable or paid by Seller, then added to the
<br />Price.
<br />6. PAYMENT TERMS.
<br />A. All invoices for domestic (U.S.) Buyers will be
<br />due net thirty (30) days from date of invoice unless
<br />otherwise stated by Seller. All invoices for international
<br />(non-U.S.) Buyers will require confirmed, irrevocable
<br />letters of c redit due upon delivery to freight forwarder
<br />at its United States port for shipment, unless otherwise
<br />agreed by Seller. Seller reserves the right (including if it
<br />determines subsequently that Buyer’s financial condition
<br />becomes unsatisfactory to Seller) to (i) require payment on
<br />“cash in advance” basis, (ii) require a confirmed,
<br />irrevocable letter of credit or other acceptable security
<br />(including preservation of any lien rights) before shipment,
<br />or (iii) cancel shipment at any time prior to delivery of the
<br />Products (without further obligation or liability on Seller’s
<br />part). In such cases, an order will be considered valid only
<br />upon receipt of any such advance payment or provision of
<br />security. Credit terms are provided solely at the discretion
<br />of Seller and may be denied for any reason by Seller.
<br />B. Buyer shall pay interest on all late payments at the
<br />lesser of: (i) the rate of two percent (2%) per month and
<br />(ii) the highest rate permissible under applicable law.
<br />Buyer shall reimburse Seller for all costs incurred in
<br />collecting any late payments, including, without
<br />limitation, attorney fees and court costs. In addition to all
<br />other remedies available under these Terms or at law
<br />(which are not waived by Seller’s exercise of any rights
<br />hereunder), Seller shall be entitled to suspend the
<br />delivery of any Products if Buyer fails to pay any
<br />amounts when due hereunder.
<br />C. Buyer shall not withhold or delay payment of any
<br />amounts due and payable by reason of any set-off of any
<br />claim, counterclaim, abatement, delay of customer
<br />payment or dispute with Seller, whether relating to Seller’s
<br />breach, bankruptcy or otherwise.
<br />7. CREDIT. Shipments and deliveries of Products to
<br />Buyer shall remain at all times subject to the approval of
<br />Seller’s credit department. Seller, in addition to any other
<br />rights and remedies, may, at its option, decline to make
<br />shipments or deliveries hereunder except upon receipt of
<br />payment or satisfactory security or otherwise upon terms and
<br />conditions satisfactory to Seller. Should Seller elect to
<br />extend credit to Buyer, Seller may limit or deny further
<br />extensions of credit in Seller’s sole discretion. Any extension
<br />of open payment terms by Seller is dependent on Buyer’s
<br />ongoing ability to support its working capital requirements
<br />for its business.
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