Sales by Brasstech, Inc ("Seller") to purchaser ("Buyer") are governed by these Terms &
Conditions, which may not be varied by any unilateral writing of the Buyer without the expressed
written consent of the Seller. Our acceptance of your order is conditioned upon the application
of these term and conditions to the order. Any terms and conditions that you may propose in
connection with your order that are additional or different from these terms and conditions are
deemed material and are hereby rejected.
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PRICES:
Prices are subject to change without notice and are exclusive of any shipping, delivery,
packaging or handling charges that might apply.
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TERMS OF DELIVERY:
Seller's products ("Products") are offered Ex-Works Brasstech, Inc., unless otherwise
specifically agreed in writing. Risk of loss of Products shall pass to Buyer upon delivery
to carrier at place of shipment. Title shall also pass to Buyer upon delivery thereof,
subject to our rights under our purchase money security interest pursuant to
paragraph 3(c) below. Carrier acts as Buyer's agent. Unless we expressly authorize
in our sole discretion otherwise, all Products will be shipped to Buyer's approved
showroom location or to a location within Buyer's local trade area.
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TERMS OF PAYMENT:
(a) Seller's terms for all Products sold are 1% 10 Net 30 days from invoice date.
Accounts past due are subject to a 1.5% monthly late charge on unpaid balance. (b)
Trade discounts from the list prices are expressly conditioned upon timely payment
by the Buyer. Trade discounts for accounts past due are subject to rescission by the
Seller, at the Seller's sole and absolute discretion. Upon demand by the Seller, the full
list price for past due invoices shall become due, subject to the monthly late charge,
as described in section 3(a). (c) Until Seller has received full payment for all Products
delivered by Seller, Seller shall retain and Buyer hereby grants to Seller a purchase
money security interest in such Products to secure payment, so that all such Products
which remain within the possession or control of Buyer shall be subject to being
demanded back by Seller until the full purchase price is paid pursuant to Seller's
purchase money security interest in such Products.
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CLAIMS:
(a) Nonconforming orders: Buyer shall submit to Seller any and all claims for
nonconforming delivery of Products by written notice to Seller within fourteen (14)
days of receipt of Products. Seller's occasional acceptance of claims made beyond the
14-day period does not constitute a waiver of the 14-day requirement. (b) Damages:
Upon delivery of the Products, Buyer should examine the package for damage. Any
damage should be noted on the carrier's delivery receipt before signing. In the event
of apparent or concealed damage or shortage, Buyer should retain all packaging
and file a claim with the carrier. SELLER'S RESPONSIBILITY CEASES WHEN THE
PRODUCTS ARE DELIVERED IN GOOD CONDITION TO THE CARRIER.
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RETURNS:
Effective on orders placed on or after July 1, 2009, the following Return Policy is in place
for all Brasstech, Inc. products including products branded: Brasstech®, Newport Brass®,
GINGER® and Newport 365:
- All non-defective returns are subject to a 25% restocking fee.
- Returns of non-defective products are subject to a 15% re-boxing fee, to be applied
at the discretion of the company, if the product packaging is damaged.
- All returns due to a Brasstech, Inc. error or non-conforming products are subject
to a 0% restocking fee.
- RGA (Return Goods Authorization) requests will be accepted up to 180 days from
shipment of the product.
- Living finishes are non-returnable.
- Mirrors - returns are permitted for nonconforming product only.
- Special order items and finishes are non-returnable.
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QUOTATIONS:
All quotations will provide an Estimated Time of Delivery (ETD). The ETD is offered
as a best estimate of the anticipated delivery time, which the Seller will attempt to
meet. It is expressly stated that the ETD is not binding upon Seller and does not
provide the basis for consequential or other damages for delay.
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CHARGES:
(A) RETURNED CHECK CHARGE: $50.
(B) HANDLING CHARGE: HANDLING CHARGES WILL APPLY.
(C) RESTOCKING CHARGE: 25% OF INVOICED VALUE, PER 5 ABOVE.
(D) REBOXING CHARGE: 15% OF INVOICED VALUE, PER 5 ABOVE.
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BUYER'S SPECIFICATIONS:
If the Products sold hereunder are to be manufactured according to the Buyer's
specifications, Buyer shall defend, hold harmless, and indemnify Seller against any
claims, damages, suits, proceedings, liabilities, costs or attorney's fees incurred in
relation to any claim for patent, copyright, trademark or other intellectual property
interest infringement or product design defect.
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FORCE MAJEURE:
Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part,
cause by the occurrence of any contingency beyond the control either of Seller or of
suppliers to the Seller, including but not limited to failure or delay in transportation, acts
of any government of any agency or subdivision thereof, judicial action, labor, fuel, raw
material or machinery or technical failure. If any contingency occurs, Seller may allocate
production and deliveries among Seller's customers.
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CREDIT APPROVAL:
Acceptance of your order and shipment and delivery of Products shall at all times be
subject to the approval of Seller's credit department and Seller may at any time decline
to make any shipment or delivery except upon receipt of payment in advance or upon
terms and conditions or security satisfactory to Seller. Seller is entitled to recover
costs and attorney's fees in the enforcement or defense of any rights under any order.
Interest accrues on all past-due accounts at the maximum rate of interest allowed by law.
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SELLER'S INTELLECTUAL PROPERTY:
Buyer does not and shall not acquire ownership or any rights in Seller's patents, inventions,
technical data, copyrights, trademarks or other intellectual property rights under any
order, regardless of when such patents, inventions, technical data or other intellectual
property rights may be or have been issued, conceived, generated, or produced. All
Seller patents, information, technical data, copyrights, trademarks and other intellectual
property rights are reserved by Seller, and the same shall not be reproduced or used by
Buyer for any purpose whatsoever without Seller's written permission.
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GOVERNING LAW:
All orders shall be construed, interpreted and the rights of the parties determined in
accordance with the laws of the State of Delaware.
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LIMITATIONS ON ACTIONS AND LIABILITY:
The statute of limitations applicable to all Buyer's claims arising under this agreement
shall be one year from the date the claim accrues. In no event shall Seller be liable for
incidental, indirect, special or consequential damages, whether based upon warranty,
breach of contract, negligence, strict liability or any other legal theory.
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ENTIRE AGREEMENT:
These Terms and Conditions and Seller's dealer policies published from time to time by
Seller contain the entire agreement of the parties relating to the subject matter hereof
and may not be waived, changed, modified, extended or discharged orally but only by
agreement in writing and signed by the party against whom enforcement of any such
waiver, charge, modification, extension or discharge is sought. If you have a current
separate written dealer agreement with Seller ("Dealer Agreement"), the provisions of
the Dealer Agreement will apply to all orders placed during the effective term of the
Dealer Agreement, and to the extent that these Terms and Conditions conflict with
the provisions of any such Dealer Agreement, the provisions of the Dealer Agreement
will control.
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All allowances, rebates, and amounts under other programs offered to you by
Seller from time to time (collectively "Programs") are payable only if Customer's
accounts (including those of your subsidiaries and affiliates) are current with all Masco
Corporation subsidiaries and affiliates. If the accounts are not current, Programs are
considered not earned or payable. In addition, Programs are not earned or payable if
the ratings issued by any agency, such as S&P, Moody's, or Fitch, relating to Customer's
company, parent, subsidiaries, or affiliates are lower than investment grade quality. Any
earned payment may be withheld or be used to satisfy any of the accounts or other
obligations to a Masco subsidiary or affiliate.
The federal Equal Credit Opportunity Act prohibits creditors from discriminating
against credit applicants on the basis of race, color, religion, national origin, sex, marital
status, age (provided that the applicant has the capacity to enter into a binding contract):
because all or part of the applicant's income derives from any public assistance program:
or because the applicant has in good faith exercised any right under the Consumer
Protection Credit Act. The federal agency that administers compliance with this law
concerning this credit is the Federal Trade Commission, Division of Credit Practices, 6th
and Pennsylvania Avenue NW, Washington DC 20580. For CA residents: An applicant,
if married, may apply for a separate account. For OH residents: The Ohio laws against
discrimination require that all creditors make credit equally available to all credit worthy
customers, and that credit reporting agencies maintain separate credit histories on
each individual upon request. The Ohio civil rights commission administers compliance
with this law.