1. Parties. The general terms and conditions, along with the Proposal and Purchase Order, represent the entire agreement between you (“Buyer”) Buyer’s successors and assigns Bransom Tech Services, Inc. (“Seller”) and Seller’s successors and assigns.
2. Acceptance. Buyer is deemed to have accepted these terms and conditions once the purchase order is issued by Buyer and accepted by Seller.
3. Terms of Payment. The prices of goods and services shall be as stated in the Proposal. Upon credit approval, payment terms shall be as noted on proposal. Buyer shall be responsible for all reasonable collection fees and expenses incurred by Seller (including attorney fees) in the event of partial payment or non-payment.
4. Exclusions. Unless specified in the proposal, the cost does not include installation, control wiring, power wiring and lighting, building modification to existing equipment, relocation of equipment, building alterations, structural supports, electrical controls, electric power, air supply, crates for shipping, delivery and freight charges or any other goods or services not specified in the proposal.
5. Taxes. Prices do not include sales tax or any other applicable taxes. Sales tax will be charged unless Buyer is direct Pay or a Tax Exemption for has been submitted for that particular job.
6. Delivery. F.O.B. our shop
7. Installation. If the proposal provides for installation, Buyer and Seller will communicate to determine date of installation. Installation will cover only the Scope of Work listed in the proposal. If additional work is requested by Buyer at time of installation, a separate job will be opened at that time and all labor and materials will be tracked. The cost of the additional job will be calculated based upon a time and material basis and invoiced to the Buyer upon completion. Because of the risk of damages or improper installation, Seller does not warranty equipment or components that are installed by Buyer or any outside contractor.
8. Affirmations and Agreements. Buyer affirms that is has been informed that Seller does not employ an engineer or safety expert. Buyer hereby accepts responsibility to submit the plans for any piece of equipment commissioned to an engineer or other safety expert for a determination regarding the ultimate safety of the design and form making any required modifications to the plans if the design is determined to be unreasonably unsafe taking into consideration the utility of the product and the risk involved in Buyer’s intended use regardless of whether the plans were prepared by the Seller or the Buyer and prior to Buyer’s approval of the plans and authorization for Seller to build. Buyer’s approval of the plans and authorization for Seller to builds shall be deemed to include certification by Buyer and its experts that the design is safe for Buyer’s intended use.
Upon delivery, Buyer agrees to fully inspect the equipment. Buyer shall notify Seller of any defect in manufacturing or OHSA/ANSI deficiency prior to acceptance. Upon notification, if any, Seller agrees to inspect the equipment within 48 hours and, if a defect or deficiency is found, take appropriate and adequate steps to correct the deficiency. By accepting the equipment, Buyer shall be deemed to have certified that there were no manufacturing defects in the equipment at the time it left the custody and control of the Seller and that is in full compliance with OSHA and ANSI as designed and manufactured. If any defect or issue should arise with the equipment at any time (or if Buyer has any concern that a defect or issue may have arisen), Buyer should immediately stop using the equipment and notify the Seller in writing. Seller agrees to inspect the equipment within 48 hours of written notice and if the defect or issue has arisen during the first year after delivery and is determined to be the result of the Seller’s workmanship or the materials used, Seller will take steps to correct it under the warranty. If it is outside the warranty period or if the defect or issue is the results of something other than workmanship or materials, Seller will provide a quote for repairs. If Buyer alters or misuses the equipment in any way or attempt to repair, re-weld, or re-design it without Seller’s involvement, Seller’s one year warranty is void and Buyer agrees that it is fully responsible for any damages to person or property that occur following its alteration or misuse of the equipment, whether the damages are alleged to have been caused by that alteration or misuse or not. Buyer affirms that the Seller has not “marketed” the equipment to Buyer. Buyer agrees that if any instructions or warnings are required regarding the use of the equipment, Buyer is responsible for providing those instructions or warnings, not the Seller. Buyer agrees to indemnify and defend Seller against any claim for or related to design defect, any claim that the equipment, either as designed or manufactured, does not comply with OSAH or ANSI guidelines or standards. Any claim of a manufacturing defect after the equipment is accepted by Buyer, any claim of damage to person or property by use of equipment altered or disused by Buyer and any claim of a marketing defect associated with the equipment.
9. Limited Warranty. Seller warrants that the product was fabricated by Seller and shall be free of defects in material and workmanship at the time of delivery to Buyer and for a period of one year thereafter (the “Limited Warranty”). Buyer must notify Seller promptly (but in no event more than ten days) after gaining knowledge of any purported defect, and Seller must be given the opportunity to inspect the product during the Buyer’s regular business hours. If the product is shown to Seller’s satisfaction to have been defective at the time it was shipped, Seller will repair or replace the product, at Seller’s sole option, and Seller’s liability for the defect shall be limited to repair or replacement. Seller will not be responsible for the cost of any disassembly or re-assembly required in connection with repair or replacement of the product.
The Limited Warranty will not apply to a product that, in Seller’s reasonable judgement, was: (a) improperly used, or permitted to deteriorate due to use or misuse, exposure or negligence; (b) altered in any respect; or (c) repaired by any party other than the Seller or Seller’s designated contractor without Seller’s express written consent. Further, in no event will the limited Warranty extend to any component of the product: (x) that is manufactured by a third party (an “Outside Component”) (it being acknowledged that Buyer may obtain a warranty with respect to any outside component from the outside components manufacturer and shall look directly to that manufacturer with respect to any alleged defects in that outside component, and to the extent that Seller obtains any such warranty that warranty is hereby assigned to Buyer);or (y) that is installed by Buyer or any party other than Seller or Seller’s designated contractor.
10. General Liability with Workers Compensation. Seller maintains both the General Liability and Workers compensation. Seller maintains both General Liability and Workers Compensation.
11. Limitation of Liability. In no event will the Seller be liable for any monetary damages or other costs associated with warranty claims. Buyer’s sole remedy shall be limited to the return or repair of the equipment in warranty period as detailed above. No action against the Seller shall be initiated once the one year warranty of the product has expired. If there is an issue within the one year warranty period, Seller is to be notified in writing within a reasonable timeframe so that the Seller has an opportunity to resolve the matter.
Seller expressly disclaims liability for any expenses, injury, loss or damage, whether direct or consequential, including but not limited to, lost profits, increased costs of operation, spoilage of materials or delay arising in connection with the use or inability to use the product for any purpose. In no event will Seller be liable for any monetary damages or other costs associated with respect to the product shall be limited to the return or repair of the product as detailed above. The Limited Warranty replaces all previous warranties and is the only warranty made by Seller with respect to the product. No other warranties, written or verbal are authorized.
12. Copyright. The copyright in all drawings, patterns, data, literature, photographs, illustrations, specification, performance data, dimensions, weights, manufacturing and operating techniques and the like relating to the Product (the “Information”) shall remain the property of the Seller. The information shall be confidential and shall not be disclosed or used except as necessary for the purpose of utilizing the Product for its original purpose.