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Terms & Conditions

TERMS AND CONDITIONS OF SALE – U.S.A.

Applicability:

These General Terms and Conditions of sale (“Terms”) and the Seller’s Sales Order Confirmation (as referenced in Section 2 below), are the only terms and conditions which govern the sale of the goods (“Goods”) by Brighton-Best International, Inc., a California corporation, (“Seller”), to the purchaser of the Goods from Seller (“Buyer”). Any terms and conditions contained in any Buyer purchase order or other document, that are not consistent herewith, or contain additional or different terms, shall be deemed rejected absent a mutually executed written agreement by the parties to the contrary.

Order Acceptance:

All purchase orders are subject to the terms and conditions of these Terms and are subject to Seller’s acceptance upon (i) the issuance by Seller and (ii) Buyer’s written acceptance of Seller’s Sales Order Confirmation (these terms and conditions and those of any Sales Order Confirmation shall be collectively referred to as the “Agreement”) and the date of acceptance shall be referred to as the “Date of Purchase”, the Agreement, as defined constitute the entire agreement between Seller and Buyer and supersede, in their entirety conflicting terms and conditions proposed by Buyer and any oral or written communications that are not entirely incorporated herein. Seller’s Sales Order Confirmation may include additional, modified, or amended terms and conditions. Neither submission of a purchase order alone, or the nor the commencement of performance or shipping shall constitute Seller’s acceptance of any of Buyer’s terms and conditions not specifically set forth in Seller’s Sales Order Confirmation or within these Terms.

Seller retains the right to review and approve each purchase order and to withhold acceptance thereof at Seller’s sole discretion. All orders shall also be subject to Seller’s review and approval of Buyer’s credit.

All price quotations are valid for five (5) business days, except Stainless Steel product quotes are valid for three (3) business days. Final prices shall be reflected on Seller’s Sales Order Confirmation.

Minimum Order Requirements:

All product order are subject to minimum purchases $100.00.

Prepaid Freight:

Product Group	Dollar Amount	Limitations
Fasteners Only	$1,600	Qualifies for 1 prepaid from 1 location within the Regional Network (can include 3ft rods)
Rods Only	$2,400	Qualifies for 1 prepaid from 1 location within the Region Only (all rods)
Fasteners and Rod	$3,000	Qualifies for 1 prepaid from 1 location within the Region Only (all rods)
Stainless Steel: Fastener/Rods/Rivets/Anchors	500 Lbs.	Single order meeting the minimum pound requirement qualifies for prepaid freight from all locations
Metric Fasteners	500 Lbs.	Single order pounds meeting the minimum qualifies for 1 prepaid from any locations or combination of locations
Hand Tools, Safety and Consumables, and Ironclad Gloves	$500	Single order $ value meeting the minimum qualifies for 1 prepaid from any location
National PPD	$2,400	Ships prepaid from multiple locations (can include 3ft rods)

BBI Prepaid shipment is based on standard shipping fees, which does not include residential, lift gate, limited access, appt fee, redelivery fee, or any fees outside of standard and BBI reserves the right to bill for all additional charges. BBI freight policy is subject to change.

Please contact your local account manager if you have any questions.

Cancellation and Return Policy:

(a) Upon delivery to Buyer and subject to the terms of the Section 12 herein below, all sales are final and no returns will be accepted.

(b) Upon acceptance of an order pursuant to the terms of Section 2 above, such order becomes final, non-cancelable and Seller shall have no liability to Buyer to refund any amounts received upon such order.

Shipping Terms and Delivery of Goods:

(a) Seller shall make delivery F.O.B. shipping point unless otherwise stated on the face of the Sales Order Confirmation using Seller’s standard methods for packaging and shipping. All orders are subject to a separate packaging charge.

(b) All Sales Order Confirmations will have a ship date of not more the seven (7) calendar days after the Date of Purchase unless otherwise agreed upon in writing.

(c) Seller may, in its sole discretion, without liability or penalty, make incremental shipments of purchased Goods to Buyer. Each such shipment will constitute a separate sale and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

(d) If for any reason Buyer fails to accept delivery of any purchased Goods within seven (7) calendar days of the date set forth on the Sales Order Confirmation, or if Seller is unable to deliver the Goods by such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, Seller may either (A) cancel the order or (B) (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered and Buyer will be invoiced on or before the tenth (10th) day following the Date of Purchase; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, transportation, storage and insurance.

(e) Unless otherwise expressly agreed, delivery times shall not be regarded as binding and delays in delivery shall not entitle Buyer to claim damages.

Title and Risk of Loss:

Title and risk of loss passes to Buyer upon Seller’s delivery of the Goods within the terms of Section 6. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and upon the Goods, wherever located, and whether presently existing or thereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision shall constitute a purchase money security interest under the Uniform Commercial Code as adopted by the State of California.

Should Buyer request delivery of ordered Goods via a common carrier of Buyer’s choice, the terms of delivery must be either “Collect” or “3rd Party” and title and risk of loss passes to Buyer once the Goods are loaded onto the Buyer controlled transport vehicle.

Amendment and Modification:

These Terms may be amended or modified at any time by Seller, by posting such amendment or modification on Seller’s website.

Price:

Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in Seller’s Sales Order Confirmation. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, customs duties, fees and charges of any kind imposed by any Governmental Authority. Buyer shall be responsible for all such charges, costs and taxes.

Payment Terms:

(a) Buyer shall pay in full all invoiced amounts due to Seller in US Dollars within thirty (30) days from the Seller’s invoice. Buyer shall make all payments hereunder by wire transfer or check in US dollars. Payment by credit card may also available upon Seller’s issuance of its invoice, however, the payment will not include discounts. Buyer shall not withhold payment of any invoiced amounts by reason of any set-off for any claim or dispute with Seller.

(b) Buyer shall pay interest on the outstanding balance of all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts within ten (10) days following any applicable payment due date. Seller shall not be obligated to deliver any late payment notice or demand before the accrual of any interest.

Unused customer credits may be applied subject to approval by Seller’s Accounts Receivable department. Buyer may not unilaterally take customer credits. For information concerning unused customer credits, Buyer may contact Seller’s Accounts Receivable department or Buyer’s customer representative.

Backorders:

Seller does not accept or create backorders of any kind.

Inspection and Rejection of Nonconforming, Defective or Damaged Goods:

(a) Seller warrants the Goods sold to Buyer will be free from material defects, will conform to Seller’s Sales Order Confirmation and will conform to product specific industry specifications. This section 12 is not transferrable and extends only to Buyer.

(b) Buyer shall inspect the delivered Goods and make claim(s) for any nonconforming, damaged, or defective Goods within five (5) days of the date of Buyer’s receipt of such Goods (the “Inspection Period”).

(c) Buyer will be deemed to have accepted the delivered Goods unless it notifies Seller in writing of any nonconforming, defective or damaged Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is in breach of the Agreement as (1) the Goods do not conform to the Sales Order Confirmation, (2) the Goods are incorrectly labeled; (3) the Goods are materially defective, or (ii) the Goods are damaged upon delivery. Buyer must not alter the Nonconforming Goods.

(d) Nonconforming Goods may be returned to Seller subject to: (i) the terms of this Section 12, and (ii) Seller’s issuance of a Merchandise Return Authorization (“MRA”). An MRA may be issued following Buyer’s written notice of Nonconforming Goods. The returned Nonconforming Goods must be returned in the same condition as was originally delivered by Seller. No return will be accepted without an issued MRA and shipped to the address specified on the MRA.

(e) Buyer’s notice of Nonconforming Goods must be delivered to Seller within five (5) days of Buyer’s receipt of Goods as set forth in Section 12(b). The notice shall be in writing and accompanied with (i) photographs or test reports that clearly display or describe the nonconformity, (ii) a copy of the mill test report and packing list corresponding to the Goods subject to the claim, and (iii) a description of the nonconformity.

(f) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall promptly review such claim. If the Nonconforming Goods require laboratory testing, Buyer will be responsible for the payment of the laboratory testing fees and related costs should the test report prove Seller’s Goods meet the applicable industry specification. All Nonconforming Goods returned shall be shipped freight prepaid by Buyer. If any Nonconforming Goods are returned (i) without a valid MRA or, (ii) the Nonconforming Goods are not returned in the same condition as was originally delivered by Seller, the Nonconforming Goods will be returned to Buyer at Buyer’s cost. A restocking fee of fifteen percent (15%) of the invoice price shall apply for all MRA authorized returns.

(g) If Seller accepts Buyer’s claim, Seller shall issue an MRA and in Seller’s sole discretion, Seller may either: (i) replace such Nonconforming Goods with conforming Goods or (ii) credit or refund the Price for such Nonconforming Goods upon receipt of return to Seller of the Nonconforming Goods. Upon Seller’s instructions, Buyer shall ship, at its expense and risk of loss (subject to any applicable credit), the Nonconforming Goods to Seller’s facility as set forth in the MRA. No debit memo shall be deducted from Seller’s invoices or charges until a return or claim has been entered reviewed and accepted by Seller and Seller has issued credit memo. Buyer’s debit deductions prior to the issuance of Seller’s credit memo will be rejected and Buyer shall be responsible for immediate payment of the subject invoice is full.

(h) Buyer’s Exclusive Remedies. Buyer acknowledges and agrees that the remedies set forth in Section 12(g) are Buyer’s sole and exclusive remedies for Seller’s delivery of Nonconforming Goods. Except as provided under Section 12(g), all sales of Goods to Buyer are made on a one-way basis and Buyer may not return Goods purchased without Seller’s issued Merchandise Return Authorization. THIS SECTION 12(g) SETS FORTH THE BUYER’S SOLE REMEDY AND SELLER’S ENTIRE LIABILITY FOR NONCONFORMING GOODS AND ANY BREACH OF THIS AGREEMENT.

Disclaimer of Warranty:

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY OTHER REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF.

Waiver:

Requests to change Billing Address, Ship to Address and/or Customer Contact Info should be sent to the Accounts Receivables Department.

Confidential Information:

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

Force Majeure:

Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached the Agreement, for any failure, cancellation, or delay in fulfilling or performing upon any Agreement or any term thereof when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, (including, but not limited to, adverse trade actions; imposition of tariffs and/or quotas; anti-dumping actions; and action taken for reasons of national security), war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Limitation of Liability:

(a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THE AGREEMENT, OR ANY PART THEREOF, OR FROM THE GOODS SOLD, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY SELLER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE AFFECTED GOODS SOLD. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT (OR ANY PART THEREOF), OR PRODUCTS OR SERVICES FURNISHED THEREUPON BY SELLER MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

Assignment:

Buyer may not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No permitted assignment or delegation relieves Buyer of any of its obligations under the Agreement.

Relationship of the Parties:

The relationship between the parties is that of independent contractors without any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship.

No Third-Party Beneficiaries:

The Agreement is for the sole benefit of Buyer and Seller and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever thereunder.

Governing Law:

All matters arising out of or relating to the Agreement is governed by and construed in accordance with the internal laws of the State of California.

Submission to Jurisdiction:

Any legal suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located within the County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Notices:

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability:

If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Customer Credits and other Billing Related Issues:

Buyer’s inquiries regarding unused credits or requests to change billing addresses, ship to addresses and/or contact information, shall be addressed to Seller’s Accounts Receivable Department.

Part Number Cross Reference:

Seller’s part numbers and descriptions are available for download on Seller’s Catalog web page. Buyers are recommended to cross-reference its own part numbers with Seller’s and to provide the cross-referenced parts numbers to Seller. In the event Seller provides cross-referencing services for Buyer’s parts numbers, Buyer must review and approve the cross-referenced parts numbers prior to use.

TERMS AND CONDITIONS OF SALE – CANADA

TERMES ET CONDITIONS DE VENTE - CANADA

Availability:

All inventories are subject to prior sale.

Order Acceptance:

Tout inventaire est assujetti à la vente antérieure.

Terms:

Net thirty (30) days from date of invoice for purchasers with established credit. If full payment is not made within 30 days of invoice by Purchaser, Brighton-Best may withhold or cancel any open orders with Purchaser. Credit cards are also an option for payment at time of sale but with no applicable discount.

TERMES:

Net trente (30) jours à compter de la date de facturation pour les acheteurs à crédit établie. Si le paiement complet n'est pas fait dans les 30 jours de la facture par l'acheteur, Brighton-Best peut refuser ou annuler toute commande ouverte par l'acheteur. Les cartes de crédit sont également une option pour le paiement au moment de la vente mais sans escompte applicable.

Quotation Validity:

All price quotations are valid for 5 working days, except for price quotations with stainless steel products only, which are valid for 3 working days.

VALIDITÉ DE SOUMISSION:

Toutes les soumissions sont valides pour 5 jours ouvrables, à l’exception des produits en acier inoxydable lesquelles ne sont que valides 3 jours ouvrables.

Order Validity:

All orders must have a requested ship date of not more than 7 days from the date of purchase unless otherwise agreed upon in writing. Orders not picked up within 7 days may be subject to cancellation.

VALIDITÉ DES COMMANDES :

Toutes les commandes doivent avoir une date de livraison ne dépassant pas 7 jours à partir de la date d'achat, sauf accord contraire par écrit. Les commandes non ramassées dans les 7 jours peuvent être sujettes à annulation.

Minimum Order:

BBI minimum order fee is $100.00.

MINIMUM DE COMMANDE:

Commande minimum de 100,00 $.

Freight:

$2,000 from one location (or milk run option available if not all materials in one location).

PLEASE CONTACT YOUR LOCAL ACCOUNT MANAGER IF YOU HAVE ANY QUESTIONS.

TRANSPORT:

2000$ d’un endroit (ou, avec l’option de Transfert interbranche, si la marchandise n’est pas disponible d’un seul endroit).

S'IL VOUS PLAÎT CONTACTEZ VOTRE REPRESENTANT LOCALE SI VOUS AVEZ DES QUESTIONS.

Claims:

Damage/Discrepancy on any BBI paid shipment must be reported within 5 days from the day of receipt (i.e. signing of the proof of delivery) and unaltered before carrier’s inspection. If customer fails to comply with the above policy, BBI is not responsible for the damage/discrepancy. Customer assumes full responsibility for any damaged or lost material (including filing any and all freight claims with the carrier) for shipments with terms of delivery of “Collect” or “3rd Party.”

Please inspect all shipments upon arrival.

RÉCLAMATIONS:

Dommages / Divergence sur un envoi payé par BBI doit être signalés dans les 5 jours à compter de la date de réception (signature de la preuve de livraison) et inaltérée avant l'inspection du transporteur. Si le client ne parvient pas à se conformer à la politique ci-dessus, BBI ne se tiendra pas responsable pour les dommages / divergence. Le client assume l'entière responsabilité de tout matériel perdu ou endommagé (incluant les réclamations avec le transporteur) pour les expéditions avec des termes de livraison "Collect" ou "3rd Party".

S'il vous plaît inspecter tous les envois à l'arrivée.

Returned Goods:

Any Cancellation or returns must be authorized by Brighton-Best International (BBI) and goods must be returned in its original and unaltered condition. Returns within 60 days of shipment will be subject to the greater of 15% restocking fee or $25 minimum for which the Purchaser shall be responsible. Once a return has been authorized by BBI, customers must return the goods within 15 days from authorization date.

Any cancellations or returns reported after 60 days from shipment will not be accepted. BBI reserves the right to refuse the return and issuance of credit.

Retour de Marchandises:

Toutes annulations ou retours doivent être autorisés par Brighton-Best International (BBI) et les biens doivent être retourné dans leurs états d'origine et non modifiés. Toute annulation ou retour sera soumis à la taxe de restockage d’un minimum de 15% et plus, ou un minimum de 25 $ pour lesquelles le client sera responsable. Une fois le retour autorisé par BBI, les clients doivent retourner la marchandise dans les 15 jours à compter de la date d'autorisation.

Toute annulation ou demande de retour après 60 jours de l'expédition ne seront pas acceptées. BBI se réserve le droit de refuser le retour et l'émission de crédit.

Price:

Defective Material:

Brighton-Best warrants the goods sold hereby and free from defects in workmanship and material in the event any of these goods prove to be defective in workmanship or material within a period of SIX(6) months from the invoice date. Any material that proves defective, Brighton Best shall, at its option, either replace, exchange, or provide Buyer with refund or credit for the purchase price. Our sole responsibility is limited to actual replacement of material involved. We accept no responsibility for labor or kindred claims.

Once customer claims a "Quality" issue and BBI needs to send parts to a 3rd party lab, the results will determine who pays for the lab. If the lab proves that BBI’s parts are per specification, the customer will need to be responsible for any extra cost related to lab testing, outbound/return freight and a restock charge of no less than 15%.

Matériel défectueux:

Brighton-Best garantit par la présentes que ses marchandises sont exempt de défaut dans le matériel ou dans la fabrication. Dans le cas où l'un de ces biens se révèle avoir un défaut de fabrication ou de matériel dans les six (6) mois à compter de la date de facturation. Tout matériel qui s'avère défectueux, Brighton Best doit, à sa discrétion, soit remplacer, d'échanger, ou de fournir le client avec un remboursement ou un crédit pour le prix d'achat. Notre responsabilité se limite au remplacement de matériel réels impliqués. Nous n'acceptons aucune responsabilité pour les réclamations d’autre nature.

Une fois que le client réclame un problème de «Qualité» et que BBI a besoin d'envoyer les pièces à un laboratoire (tierce partie), les résultats permettront de déterminer qui paie pour le laboratoire. Si le laboratoire prouve que les pièces de BBI sont conforme à la spécification, le client devra être responsable de tout coût lié aux analyses de laboratoire, comprenant le coût de transport de retour / et une charge de réapprovisionnement de pas moins de 15%.

Part Number Cross Reference:

Brighton-best part numbers and descriptions are available for download at the BBI Catalogs page. Purchasers are recommended to cross-reference their part numbers themselves and give to Brighton-Best to upload. If Brighton-Best cross references the part for the Purchaser, the Purchaser will be required to review and sign off on the file before upload to prevent any errors regarding descriptions or specifications. Please contact your local branch for more information.

CONCORDANCE DE NUMÉRO DE PIÈCE:

Les numéros de pièce de Brighton Best et les descriptions sont disponible en téléchargement sur la page de BBI Catalogues. Les clients ont l’obligation de faire concorder leurs numéros de pièce eux-mêmes et donner à Brighton Best pour téléchargement. Si Brighton Best coordonne les items pour le client, le client devra réviser et signer le fichier avant de le faire télécharger, pour éviter toute erreur concernant les descriptions ou les spécifications. S'il vous plaît contactez votre succursale locale pour plus d'informations.

Customer Credits:

For any questions regarding un-used credits with Brighton-Best, please contact Brighton-Best's Accounts Receivables department to provide instructions on how you wish to have these credits applied.

Crédit Clients:

Pour toutes questions concernant les crédits non-utilisés chez Brighton Best, Veuillez S.V.P. Contactez le département des comptes recevables de Brighton Best Il vous fournirons les instructions pour savoir comment appliquer les dits crédits.

Other Billing Related Issues:

Requests to change Billing Address, Ship to Address and/or Customer Contact Info should be sent to the Accounts Receivables Department. Tout autre question de facturation: Demande de changement d'adresse de facturation, de livraison ou de contact, Veuillez S.V.P. envoyer vos demande au département des comptes recevables.

Loading Assumption of Risk-Release and Waiver of Liability:

For orders where the purchaser picks up the shipment on BBI premises, purchaser (including, but not limited to, purchaser’s agent, employees, representatives, contractors, volunteers, and affiliates) is solely liable for loading the shipment onto the transporting vehicle and assume all associated risks. If purchaser requests BBI’s loading assistance, PURCHASER WAIVES, RELEASES, DISCHARGES AND AGREES NOT TO SUE BBI FOR ANY RISKS, DANGERS, AND DAMAGES ASSOCIATED WITH THE ACT OF LOADING INCLUDING BUT NOT LIMITED TO BODILY INJURY AND PROPERTY DAMAGE, REGARDLESS OF BBI’S NEGLIGENCE.

"Hypothèse de risques liés au chargement/Exonération de Responsabilité:

Lorsqu’une commande est ramassée par un acheteur dans nos locaux de BBI, (Ceci inclus, bien que non limité à l’acheteur, employés, contracteurs, volontaires, représentants et toutes autres personnes affiliées à l’acheteur) ; est entièrement responsable du chargement sur le véhicule de transport et assume tous risques associés.

Si l’acheteur requière une assistance de BBI pour le chargement ,

L’ACHETEUR RENONCE, LIBÈRE, DÉCHARGE ET ACCEPTE DE NE PAS POURSUIVRE BBI POUR LES RISQUES, DANGERS ET DOMMAGES ASSOCIÉS AU CHARGEMENT DE LA MARCHANDISE INCLUANT, ET POUVANT ALLER JUSQU’AUX BLESSURES CORPORELLES AINSI QU’AUX DOMMAGES SUR LA PROPRIÉTÉ DE L’ACHETEUR MÊME S’IL Y A EU NÉGLIGENCE DE LA PART DE BBI.

TERMOS E CONDIÇÕES DE VENDA

DISPONIBILIDADE:

Todos os produtos em estoque estão sujeitas a venda prévia.

VALIDADE DE COTAÇÃO:

Todas as cotações de preços são válidas por 7 dias.

VALIDADE DO PEDIDO:

Todos os pedidos devem ter uma data de envio solicitada não mais que 7 dias a partir da data da compra, a menos que seja acordada outra data por escrito. Reclamações após o processamento do pedido não serão aceitas.

VALOR MINIMO DE PEDIDO:

Consulte nossos vendedores para os valores mínimos

RECLAMAÇÕES:

Toda reclamação e divergência deve ser informada no prazo máximo de 7 dias partir da data do recebimento(ou seja, a assinatura do comprovante de entrega). Por favor confira o seu pedido no recebimento e para qualquer tipo de reclamação é indispensável manter a embalagem original com etiqueta e numero de lote para rastreamento. Danos / Divergências no Transporte :
Todo e qualquer envio pago pela BBI devem ter as divergências relatadas no prazo máximo de 7 dias a partir da data da recebimento, (incluindo apresentação de toda e qualquer reclamação de frete do transportador , documentos para abertura de sinistro, danos de terceiros e etc). O Cliente assume inteira responsabilidade por qualquer material danificado ou perdido através da transportadora de sua escolha nos frete(s) por sua conta. Se o cliente não cumprir com a política acima, a BBI não é responsável pelos danos / discrepância.

DEVOLUÇÃO DE MERCADORIA:

Qualquer cancelamento ou devoluções devem ser autorizadas pelo Brighton-Best International (BBI) as embalagens e os produtos devem ser devolvidos em sua condição original e inalterada até 7 dias após a compra. Qualquer cancelamento ou retorno de produtos após 7 dias do seu envio não serão aceitos. A BBI se reserva o direito de recusar o retorno e emissão de crédito.

DEFEITO MATERIAL:

O Comprador deverá notificar por escrito a Brighton o problema apresentado pelo produto com o respectivo numero do Lote e numero da Nota Fiscal. Qualquer material que apresentar algum defeito, a Brighton –Best verificará o problema junto ao fonercedor ,usando o seu critério para substituir, trocar ou fornecer ao Cliente o reembolso ou crédito. Nossa responsabilidade é limitada à substituição real do material envolvido. Nós não aceitamos nenhuma responsabilidade por ações trabalhistas ou da mesma natureza.

CODIGOS E DESCRIÇÂO:

Codigos e descrição da Brighton Best estão disponíveis para download na página Catálogos BBI. Você poderá enviar os seus códigos e referências para a BBI efetuar o upload em nosso website mas, recomendados a verificação prévia dos codigos e descrições antes do envio a Brighton Best-para upload. O Comprador deverá se responsabilizar a revisar o arquivo antes do envio para eviatar erros sobre descrições e especificações de produto. A Brighton-Best não se responsabiliza ppor eventuais erros. Entre em contato com o nosso departamento de vendas para mais informações.

Por favor, leia as condições e termos de vendas acima. Se você concordar com os termos e condições, por favor, clicar em “concordo”. Se você não concorda com as condições e termos de vendas por favor clicar em “desacordo”

Para pedidos, retirados nas instalações BBI, o comprador (incluindo mas não limitado á: transportadoras, carro próprio,motoboy ), é responsável pelo manuseio e carregamento do produto para o seu veículo de transporte e assumindo assim todos os riscos associados. Se o comprador solicitar assistência para o carregamento do funcionário da BBI , estará concordando não responsabilizar a BBI, incluindo mas não limitando aos riscos de danos ao produto e lesões corporais durante ao processo de descarga e carregamento , isentando a BBI de toda a responsabilidade.

GENERAL TERMS & CONDITIONS

Acceptance - Unless otherwise specifically agreed to in writing and signed by an authorized representative of Vertex Distribution (collectively referred to as "VTX"), all orders received by VTX are subject to the following Terms and Conditions of Sale. Offers to purchase can be accepted only by an authorized representative of VTX and offers to purchase are not effective or binding until approved in writing by VTX. Any different or additional Terms and Conditions proposed by Buyer in its purchase order or otherwise are hereby rejected by VTX and shall not be incorporated into the Agreement. These Terms and Conditions shall apply to all of Buyer's purchase orders, irrespective of any provisions in Buyer's purchase orders or other business forms. These terms constitute the entire Agreement and notice of objection to any different or additional terms is hereby given or is waived. These Terms and Conditions may not be modified except by written agreement signed by both Buyer and a Vice President of VTX. No modification of this Agreement shall be effected by the acknowledgment or acceptance of confirming purchase orders, invoices or other documents from the Buyer. These Terms and Conditions supersede all previous Terms and Conditions and are subject to change at any time without prior notice.

Acknowledgment - VTX will issue an order acknowledgment form upon acceptance and authorization of an order. The acknowledgment constitutes the entire agreement between VTX and the Buyer and supersedes any previous agreements. Prices and delivery dates stated on the order acknowledgment shall prevail in the event of a discrepancy between it and the Buyer's written order. Stock material is subject to prior sale.

Prices - Prices and charges per applicable quotation are stated in U.S. dollars unless otherwise noted and are subject to any price adjustment necessitated by VTX's compliance with any act of government, laws or regulations. Buyer's order is subject to VTX's applicable Price Escalation Policy (to be determined in VTX's sole discretion) as follows: Firm Price All shipments will be invoiced at the prices agreed to on the quotation and the order acknowledgment and are not subject to change on date of shipment. Should shipment be deferred by Buyer beyond two months from date of order acknowledgment, shipments will then be invoiced at VTX's price in effect on date of shipment. Price in Effect All shipments will be invoiced at VTX's price in effect on the date of shipment. Firm Except Metals All shipments will be invoiced at the prices agreed to on the quotation and the order acknowledgment except for adjustments either upward or downward for the price of metals on date of shipment. Should shipment be deferred by Buyer beyond two months after the date of order acknowledgment, shipments will be invoiced at VTX's price in effect on date of shipment.

Taxes - Any tax or other governmental charge upon the production, sale, shipment, or use of the product which VTX is required to pay or collect from Buyer shall be paid by Buyer unless, prior to shipment, Buyer has furnished VTX with a tax exemption certificate acceptable to the appropriate taxing authority. Unless specifically identified on the face of an invoice, invoices include no federal, state, or local property, license, privilege, sales, use, excise, gross receipts or other like tariffs which may now or hereafter be applicable to, measured by, or imposed upon or with respect to the transaction, the property, its sale, its value, or its use, or any service(s) performed in connection therewith. Buyer agrees to indemnify, pay or reimburse any such taxes or tariffs which VTX, VTX's vendors, suppliers or subcontractors are required to pay, accumulative with other penalties or fees thereto.

Minimum Order - The minimum order is $50.00 for all authorized stock products. Higher minimum orders may apply for non-stock and made-to-order products. Please contact your local VTX sales office for details.

Payment - Pro rata payments are due as shipments are made. If shipments are delayed by Buyer, payments are due from the date when VTX is ready to ship. If fabrication is delayed by Buyer, payment shall be made based on the contract price and percent of completion. Products held for Buyer shall be at the risk of and the expense of Buyer.

Terms of Payment - Domestic Shipments - Net 30 (Credit Approval Required); Export Shipments - Unless otherwise approved by VTX's Credit Department, all export sales must be secured by a confirmed irrevocable letter of credit or wire transfer of funds. Both of the above must be in U.S. dollars and issued by a national banking association with a branch in Texas and/or a correspondent bank of such a national banking association with a branch in Texas.

Loss, Damage, or Delay - VTX shall not be obligated to perform under this Agreement, and shall not be liable for any damages (including, but not limited to, consequential, special or punitive damages or damages for lost profits) in connection with such nonperformance, when VTX's ability to perform is impeded, restricted or affected by strikes, work stoppages or other action by workmen, any act or omission by a governmental authority or by Buyer, insurrection or riot, war, terrorism, embargo, railcar shortage, wreck or delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities from usual sources under usual terms, breakdown in the manufacturing process, disruption in the supply chain, acts of God and/or nature or any other cause beyond the reasonable control of VTX, whether similar or dissimilar to any of the aforementioned causes. In the event of a delay in performance due to any such cause, VTX may postpone its performance by such length of time as may be reasonably necessary.

Cancellation / Default - Orders will not be canceled or modified either in whole or in part, after VTX has issued its acknowledgment to Buyer, without VTX's written consent and then may be subject to a payment of a reasonable and proper cancellation charge that will reimburse VTX for applicable costs incurred by virtue of the order, including cost of materials and a reasonable allowance for profit. NON-STOCK AND SPECIAL MADE-TO-ORDER PRODUCTS AS IDENTIFIED ON THE ORDER ACKNOWLEDGMENT ARE NOT SUBJECT TO CANCELLATION BY THE BUYER UNDER ANY CIRCUMSTANCES.

Manufacturers' Warranties - Product may be covered, to the extent available, by warranties that are extended by the manufacturer of the product. Copies of applicable warranties are available upon request. Please contact your local VTX sales office for details. Buyer acknowledges that any applicable warranties are the warranties of the manufacturer of the product only, not warranties of VTX, and that any claim brought by Buyer with respect to these warranties will be brought against such manufacturer.

VTX's Product Warranty - Should any VTX product not covered by a manufacturer's warranty prove to contain a manufacturing defect within one (1) year from the date of VTX's invoice, upon written notice and return of the product to VTX, the product will be replaced or repaired at VTX's sole option f.o.b. original destination point. VTX will not be obligated in any way for installation costs, incidental or consequential damages or costs, loss of profits, or any other costs resulting from any defect.
1. VTX'S PRODUCT WARRANTY APPLIES ONLY TO OEM, COMMERCIAL OR INDUSTRIAL USERS OR PURCHASERS FOR PURPOSES OF RESALE OF PRODUCTS THAT ARE NOT OTHERWISE COVERED BY A MANUFACTURER'S WARRANTY. VTX'S PRODUCT WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. VTX EXPRESSLY DISCLAIMS ALL UCC AND COMMON LAW IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability - Neither party shall be liable for any lost profits or any special, indirect, incidental, or consequential damages. The remedies of Buyer set forth herein are exclusive, and the liability of VTX with respect to any contract or sale, or anything done in connection therewith, whether in contract, in tort under any warranty, or otherwise, shall not exceed the price of the product or part on which such liability is based. Responsibility is limited to the cost of the product and does not include the cost of any labor charges. VTX shall have no responsibility or liability with respect to:
1. matters not reported in writing within twelve (12) months of the date of shipment;
2. failure or damage due to misapplications, abuse, improper installation or abnormal conditions of use;
3. products damaged in shipment or otherwise damaged through no fault of VTX;
4. expenses incurred by Buyer for installation of products prior to discovery of the alleged defect or expenses incurred in an attempt to correct the same;
5. expenses incurred by Buyer for removal of non-conforming products and the expense of installation of replacement products;
6. failure or damage which cannot conclusively be proven to have proximately and solely resulted from a defect in materials or workmanship.
7. BUYER HEREBY WAIVES ANY RIGHTS THAT BUYER MAY HAVE UNDER THE TEXAS DECEPTIVE TRADE PRACTICES ACT AS SET OUT IN THE TEXAS BUSINESS & COMMERCE CODE SECTIONS 17.41 ET SEQ. (EXCEPT RIGHTS UNDER SECTION 17.55A WHICH CANNOT BE WAIVED) TO THE EXTENT THAT BUYER MAY LAWFULLY DO SO.

Indemnification and Hold Harmless - Buyer assumes responsibility and liability for any claim or action based on or arising out of injuries, including death, to persons or damages to or destruction of property, sustained or alleged to have been sustained in connection with or to have arisen out of or incidental to the performance of this Agreement by Buyer, its agents and employees, and its subcontractors, their agents and employees, regardless of whether such claims or actions are founded in whole or in part upon alleged negligence by VTX, VTX's representatives, or the employees, agents, invitees, or licensees thereof. Buyer further agrees to indemnify and hold harmless VTX and its representatives, and the employees, agents, invitees, and licensees thereof in respect of any such matters and agrees to defend any claim, suit or action brought against VTX, VTX's representatives, and employees, agents, invitees, and licensees thereof, regardless of whether such claims or actions are founded in whole or in part upon the alleged negligence of VTX, VTX's representatives, or the employees, agents, invitees, or licensees thereof. IT IS THE EXPRESS INTENT OF THE PARTIES THAT VTX MAY BE INDEMNIFIED FOR CHARGES ARISING FROM ITS OWN NEGLIGENCE, HOWEVER ALLEGED, WHETHER CONCURRENT, CONTRIBUTORY OR SOLE.

Patents - Since products sold by VTX are not manufactured by it, but are sold under their respective manufacturer's brand or trade names, VTX disclaims all warranties against patent infringement. It shall, however, if given prompt notice by the Buyer of any claim of patent infringement with respect to any product sold hereunder, use commercially reasonable efforts to secure for the Buyer such indemnity rights as the manufacturer may customarily give with respect to such product.

Governing Law - This Agreement, the relative rights and obligations of the parties arising out of or relating to this Agreement and any other matter referred to in this Agreement, and the terms and provisions of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving any effect to any choice or conflicts of law provision or rule that would result in the application of the laws of another jurisdiction.

Forum Selection - In partial consideration, the Parties expressly and irrevocably waive any and all objections they may have to the jurisdiction and/or venue concerning the litigation of claims arising from or relating to this Agreement. The Parties expressly agree that only state or federal courts in Houston, Texas, Harris County, shall have exclusive jurisdiction to settle any and all disputes arising from or relating to this Agreement. The Parties irrevocably waive any objection they may have to;
1. any proceedings being brought in any such court as is referred to in this clause and;
2. any such proceedings being brought in an allegedly inconvenient forum. The Parties expressly and irrevocably agree that a judgment in any proceeding brought in the state or federal courts in Houston, Texas, Harris County shall be binding upon the Parties and may be enforced in the courts of any other jurisdiction.
Error, Mistake or Assignment - VTX reserves the right to correct any clerical or stenographic error made in the preparation of quotations, orders, acknowledgments or invoices. Corrections shall be considered as binding amendments to the original contract of sale. This agreement is not assignable without the prior written consent of VTX. Any attempt to assign any of the rights, duties or obligations of this Agreement without such consent shall be void. The Buyer acknowledges that Buyer has read this Agreement, understands it and agrees to be bound by its Terms and Conditions.

Severability - If any provision or provisions of this Agreement, or parts thereof, shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and this Agreement shall be interpreted to effect the original intent of the parties as closely as possible. If any provision in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Quantity - All VTX products will have shipping tolerances as detailed below, unless otherwise agreed upon prior to receipt of an order:

Authorized Stock Products -0 + 10%

Made-to-Order Products -0 + 10%

Customer is responsible for paying any overages within the above tolerances.

Claims for shipping shortages must be received by VTX within fifteen (15) days from date of invoice.

Delivery and Transportation - F.O.B. Shipping location - for all shipments to destinations in the Continental U.S. served by common carrier. At Buyer's request, orders will be shipped either freight collect, billed to a third party, freight charges prepaid and charged to the Buyer or with will call (no freight charge). Buyer is responsible for material identification, footage count and visual inspection for damage upon receipt of shipment. Claims for freight charge or allowances of any kind will not be considered after fifteen (15) days from receipt of goods. VTX will ship via conventional methods unless otherwise specified.

Title and Risk of Loss - Title to product and risk of loss shall pass from VTX to buyer as product is loaded onto carrier's equipment at VTX shipping location.

Certified Test Reports and Certificates of Compliance: The price for Certified Test Reports (CTR's) which includes the cost to perform necessary tests, collect the data, publish the original test report and maintain reports on file for a minimum of five years will be as follows: No Charge for CTR's requested on the original purchase order prior to or with initial shipment. $75.00 For CTR's requested within one (1) year after initial shipment. $150.00 For CTR's requested one (1) year or more after initial shipment. A Certificate of Compliance (COC) is included on the packing list of each shipment from an VTX shipping location at no charge. The price per order for a line item COC, which includes the cost to publish a certified, notarized, original copy will be as follows: $25.00 For COC's requested on the original purchase order prior to or with initial shipment. $75.00 For COC's requested within one (1) year after initial shipment. $150.00 For COC's requested one (1) year or more after initial shipment.

Returns - Permission must be obtained in writing from VTX before any product is returned in the form of an approved Returned Material Authorization (RMA) number. A restocking charge, plus freight, will be assessed for authorized returns of standard stock material in saleable condition. Returns will not be accepted after 90 days of shipment. NON-STOCK AND SPECIAL MADE-TO-ORDER PRODUCTS AS IDENTIFIED ON THE ORDER ACKNOWLEDGMENT ARE NOT SUBJECT TO RETURN BY THE BUYER UNDER ANY CIRCUMSTANCES.

PURCHASING TERMS & CONDITIONS

No variation in any of the terms, conditions, deliveries, prices, quality, quantity, and specifications of this order, irrespective of the wording of Seller's acceptance, will be effective without Buyer's written consent. There is no agreement or understanding other than stated or referenced to herein.

This order is not assignable or transferable without the written consent of the Buyer.

Merchandise will conform to approved samples or to Buyer's specifications whichever the case may be, or to both, if there are both.

Buyer may return rejected merchandise or hold at the Seller's risk and expense, and may in either event charge the Seller with cost of transportation, shipping, unpacking, examining, repacking, reshipping, or other like expense. Buyer reserves the right to refuse merchandise shipped contrary to instruction, or not in recognized standard containers, or not on specified shipping dates, in addition to other rights provided by law. Buyer reserves the right to reject all over-shipments.

Invoice must not be dated prior to specified shipping date.

This order must not be filled at higher prices than last quoted or charged without advice and express agreement by Buyer.

Seller will give Buyer the benefit of any price declines to actual time of shipment, except that should Buyer permit shipments to be made before specified shipping date, Buyer shall have advantage of lower prices which occur before specified shipping date.

Payment under this order will be subject to deductions of any valid claim of Buyer against Seller arising from this or any other transaction.

Buyer will not allow charges for boxing, packing, or crating, unless by agreement.

Buyer reserves the right to cancel this order or any unfilled portion thereof if deliveries are not made as specified herein.

If shipment by express becomes necessary in order to fulfill the Seller's delivery obligations, Seller shall pay express charges, except if shipment is F.O.B. point of shipment. Seller shall pay the difference between express charges and freight charges.

No designs, tools, patterns, or drawings specified by the Buyer to the Seller for use in manufacture of articles contracted for herein shall be used in the production, manufacture, or design of any other articles for any other purchaser and not for the manufacture or production of larger quantities than those specified except with the express consent in writing of the Buyer. At the termination of this contract, they, together with all excess materials, shall be disposed of as Buyer shall direct. All such designs, tools, patterns, drawings and materials supplied by the Buyer shall be segregated by the Seller in the Seller's plant and whenever possible clearly marked, so as to be easily identified as Buyer's property. Where materials are furnished by Buyer, title to such materials in all stages of construction shall be and remain in Buyer.

The Seller represents and warrants that the price or prices of the supplies or service to be furnished hereunder, shall at the time of delivery of any supplies or performance of any services hereunder, comply with any Federal, State, or Municipal laws concerning said price or prices.

By acceptance and in consideration hereof, the Seller warrants that the articles ordered herein, or the use thereof do not infringe on any United States Patent, that Seller will defend any suit that may arise in respect thereto; and that Seller will save the Buyer harmless from any loss which may be incurred by the assertion of any patents rights therein.

In the event of fire, floods, strikes, lockout, accident, war or other causes beyond Buyer's control, interfering with the consumption or the transportation of the goods herein described, or of the Buyer's manufactured products, deliveries under this order may be suspended during the period required to remove the cause.

Seller represents that the items called for herein will be produced, manufactured and delivered in accordance with the applicable statutes including, without limitations, the Fair Labor Standards Act of 1938 as amended. Seller agrees to furnish on each invoice a statement (in form approved by U.S. Department of Labor) certifying that the items covered by such invoice were produced, manufactured, and delivered in accordance with said Fair Labor Standards Act of 1938, as amended, and all regulations and orders issued thereunder.

Seller agrees to comply with workmen's compensation laws, rules and regulations and to furnish a certificate of compliance if requested.

Seller shall save Buyer harmless from all claims or judgments for personal injury or property damages made or obtained against Buyer by third persons, which injury or damage result from the delivery of the items ordered herein, from the presence of Seller's employees on Buyer's premises for the purpose of erecting or constructing such items by Seller, or for the use of such items as are proven defective. Without limitation, such third person shall include purchasers or users of the items ordered herein and employees of either Buyer or Seller.

Terms and Conditions |