Terms and Conditions of Sale of Products

Terms and Conditions of Purchase of Products

Terms and Conditions

TERMS AND CONDITIONS OF PURCHASE OF PRODUCTS BY BRADFORD COMPANY

1. Applicability.  The following Terms and Conditions (“Terms”) are applicable to all purchases by Bradford Company (“Bradford”) from a seller (“Seller”) and are the only conditions applying to the purchase of products by Bradford (“Products”), except conditions relating to price, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, and the description and specification of the Products, together with other written conditions which may be mutually agreed upon by the parties.  Bradford shall not be deemed to have waived any of these Terms if it fails to object to provisions appearing, or incorporated by reference in, or attached to Seller’s documents.

2. Acceptance.  Bradford’s offer to purchase Products from Seller is expressly conditioned upon Seller’s acceptance of these Terms.  Bradford expressly rejects and objects to all new, different, or additional terms submitted by Seller.

3. Acknowledgement and Shipping Date.  Seller shall acknowledge receipt of this order promptly and provide a definite ship date.  If the ship date is not satisfactory to Bradford, Bradford reserves the right to cancel this order.

4. Extra Charges.  No additional charges of any kind including charges for boxing, packing, cartage, or other extras will be allowed unless specifically agreed to in writing in advance by Bradford.

5. Extra Goods.  Except for customary quantity variations recognized by trade practice, goods in excess of those specified will not be accepted and such goods will be held at Seller’s risk.  Bradford may, and at Seller’s direction shall, return such goods at Seller’s risk, and all transportation charges, both to and from the original destination, shall be paid by Seller.

6. Taxes.  Unless otherwise stated, the prices do not include sales, use, excise, or similar taxes applicable to the Products furnished hereunder or the materials used in the manufacture thereof.  All such taxes and charges shall be shown separately on Seller’s invoice.

7. Delivery.  The obligation of Seller to meet the delivery dates, specifications, and quantities as set forth herein is of the essence of this order.  Except as otherwise provided herein, title and risk of loss on all Products supplied to Bradford hereunder shall pass to Bradford upon delivery to Bradford’s dock, F.O.B.Holland, Michigan.

8. Delays.  If Seller fails or refuses to proceed with this order, or if Seller fails to make delivery according to the delivery schedule, Bradford may cancel the then remaining balance of this order unless the delay is an excusable delay.   The term “excusable delay” as used in this paragraph means any delay in making deliveries which results without fault or negligence on the part of the Seller and which is due to causes beyond its control including, but not limited to, acts of God or of a public enemy, any preference, priority or allocation order issued by the Government or any other act of the Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a supplier due to such causes.

9. Inspection and Acceptance.  All Products shall be received subject to Bradford’s right of inspection and rejection.  Defective Products or Products not in accordance with Bradford’s specifications will be held for Seller’s instruction at Seller’s risk and if Seller so directs, will be returned at Seller’s expense.  If inspection discloses that part of the goods received are not in accordance with Bradford’s specifications, Bradford shall have the right to cancel any unshipped portion of the order.  Payment for Products on this order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Bradford may have against Seller.

10. Warranty.  Seller warrants that all Products covered by this order or other description or specifications furnished by Bradford shall be in exact accordance with such order, description, or specifications and free from defects in material and workmanship and merchantable and shall conform to any warranties which arise by implication of law or by conduct of the parties.

11. Indemnification.  Seller agrees to indemnify Bradford and to hold Bradford harmless from all claims, losses, suits, damage, or injury, including attorney fees and costs, arising out of or related to the Products covered by this purchase order.

12.  Seller’s Certification. Sellers must have a formalized quality system. Preferred status is reserved for Sellers ISO, QS9000, or TS16949 certified.  Bradford may require a Seller to become certified or to adhere to these standards .

13. Certification.  Products must be certified using the current ASTM specification as shown on the purchase order.  Proof of certification is required with the initial shipment and must identify the ASTM specification.

14. Assignment.  Neither party shall assign or transfer this order or any interest therein or monies payable thereunder without the written consent of the other party, and any assignment made without such consent shall be null and void, except that Bradford may without the consent of Seller, assign this order and its interest therein to any affiliated corporation, or to any corporation succeeding to Bradford’s business.

15. MSDS Sheets.  Seller shall provide MSDS Sheets with the first shipment of any particular Product to Bradford.  In the event any changes are made in the Product which result in new MSDS Sheets, those MSDS Sheets shall be provided to Bradford.  Seller will ensure any “hazardous substance” are properly identified in accordance with federal, state and local regulations together with any special handling instructions.

16. Applicable Law.  This contract shall be governed by and interpreted in accordance with the laws of Michigan.

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