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<br />1. Acceptance. This proposal is subject to acceptance within thirty days (30) days from submittal date and are subject to credit approval. Customer’s acceptance of Services by Brady
<br />Services on this order will in any event constitute an acceptance by customer of these terms and conditions.
<br />2. Applicable Conditions. The terms and conditions on the fact hereof and as set forth below shall constitute the entire contract between BRADY TRANE SERVICES, INC. (and its
<br />subsidiaries; Brady Services, Inc. and J Brady Contracting, Inc.) (hereinafter called “Seller”) and the party or parties purchasing goods and/or services from Seller (“hereinafter called
<br />buyer”) and shall exclusively govern the sale of goods covered hereby. These terms and conditions shall supersede any provisions, terms, and conditions contained on any purchase order
<br />or other writing the Buyer may heretofore or hereafter issue; and Buyer is hereby notified of Seller’s objection to any terms inconsistent herewith and to any additional terms proposed by
<br />Buyer in its purchase order or any other writing. Any dispute or controversy arising between Seller and Buyer with respect to the goods and/or services provided by Buyer hereunder shall
<br />be resolved pursuant to the terms and conditions set forth herein. If Seller or Buyer have heretofore entered into a formal written contract for a specified term governing the sale of the good
<br />hereunder, then, notwithstanding the foregoing, the terms and conditions of such formal written term contract shall govern.
<br />3. Price. The price of the goods and/or services sold hereunder shall be as specified on the face hereof, or, if no price is specified, the price shall be at Seller’s price in effect at date of
<br />shipment. In the event of Government action, order, or request, which, prior to delivery, prevents Seller from adjusting or continuing in effect the price herein quoted. Seller shall have the
<br />right to cancel this contract.
<br />4. Taxes. Any taxes, excises, or other charges imposed on Seller by law on or incident to the production, sale, transportation, or use of the goods shall be paid by the Buyer, or in lieu
<br />thereof the Buyer shall provide Seller upon demand with a tax exemption certificate acceptable to the taxing authorities.
<br />5. Transportation. Transportation charges do not constitute a part of the price and all prices are F.O.B. Seller’s plant, Greensboro, North Carolina unless otherwise noted on the price
<br />hereof. To the extent the Seller is to handle the shipment of goods (even though F.O.B. Seller), method and route of shipment are at Seller’s discretion, unless the Buyer supplies explicit
<br />instructions.
<br />6. Terms of Payment. Payment is due upon receipt of Seller invoice. If Seller has reason to doubt Buyer’s financial ability to pay, Seller may decline to make further deliveries, unless
<br />Buyer pays cash with order or furnishes security satisfactory to Seller. Seller may cancel this contract if Buyer fails to make any payment due to Seller promptly when due. Buyer agrees to
<br />pay interest on any payment due hereunder at a rate of 1½ percent (1½ %) per month from the date payment is due until paid in full. Buyer also agrees to pay all costs, including
<br />reasonable attorneys’ fees and all court costs, incurred by Seller in the enforcement of any obligation of Buyer hereunder.
<br />7. Grant of Security Interest. To secure the payment of any and all sums due hereunder, Buyer hereby grants Seller a continuing security interest in the goods sold hereunder, such
<br />security interest to continue until the satisfaction, in full, of Buyer’s obligations arising hereunder and any other obligations Buyer may have to Seller. Seller shall have all rights of a secured
<br />party under the Uniform Commercial Code or similar statute of the State in which the good are located. Buyer, by acceptance of the good s sold hereunder, hereby appoints the officers of
<br />Seller as Buyer’s Attorney in Fact to execute Uniform Commercial Code financing statements on behalf of Buyer.
<br />8. Default by Buyer. In the event Buyer shall fail to make payments for the goods and/or services sold hereunder as and when due and in accordance with the terms and conditions
<br />hereof, in such event, Buyer shall pay Seller, in addition to the sums due hereunder, all of Seller’s costs of collection from Buyer, including, but not limited to, attorney’s fees.
<br />9. Risk of Loss. Risk of loss and responsibility for containers and all goods sold hereunder shall pass to Buyer upon Seller’s delivery to carrier whether or not Seller pays all or part of the
<br />freight and regardless of any F.O.B. designation in the contract or herein.
<br />10. Warranty – Liability. Any warranty with respect to the goods sold hereunder shall be limited to the manufacturer’s warranty (if any) for the goods. In no event shall Seller be liable for
<br />any breach of the manufacturer’s warranty or any consequential or special damages of for transportation or other expenses which may arise in connection with any defective goods.
<br />Seller’s warranty for service shall be limited to its service warranty policy in effect at the time the service is performed. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND
<br />ALL OTHER WARRANTIED EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS.
<br />11. Claims. Any action for Seller’s breach of this contract must be commenced within one year after the cause of action has accrued.
<br />12. Technical Support. The advice of the technical staff of the Seller is available to Buyer, but the Seller does not warrant or guarantee such advice.
<br />13. Applicable Law—Amendment. The construction, performance and completion of this contract shall be governed by the law of the State of North Carolina without regard to any
<br />provisions regarding conflicts of law. No modification or release shall be effective unless in writing, signed by both parties and specifically stating it is such a modification or release.
<br />14. Excuses for Nonperformance. Deliveries shall be subject to, and contingent upon, strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or
<br />curtailment in the Seller’s reasonable control, and the Seller shall not be liable for any loss or damage arising therefrom. The Seller shall have the additional right, in the event of the
<br />happening of any of the above contingencies, at its option, to cancel this contract or any part thereof without any resulting liability. Any delivery or service not in dispute shall be paid for by
<br />Buyer regardless of other controversies relating to other delivered or undelivered goods.
<br />15. Default – Waiver. If Buyer is in breach with respect to any of the terms of this contract or any prior contract, Seller may defer shipments until such breach is cured, or may treat such
<br />failure as final refusal to accept further shipments and nay cancel this contract without any liability whatsoever. Seller may terminate all or any unfilled part of this contract without any
<br />liability whatsoever in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against bye Buyer, the inability of the Buyer to meet its debts as they
<br />become due, in the event of the appointment, with or without the Buyer’s consent, of an assignee for the benefit of creditors or of a receiver, or in the event Seller has reasonable grounds
<br />to believe Buyer will not meet its obligations hereunder. Either party’s waiver of any breach or failure to enforce any of the terms and conditions of this contract at any time shall not in any
<br />way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of the contract.
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<br />Docusign Envelope ID: 33B9741C-8E15-46BC-9277-7C5A263BA05E
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