Currency: US Dollars
FOB: Cranberry Township, PA
Subject to credit approval. Major credit cards accepted. Please reference the quote number on your purchase order.
New Customers: Please complete the necessary information and submit your purchase order and, if applicable, your tax exemption certificate at www.mecco.com/newaccount
A quotation or tender addressed to Purchaser from Supplier does not constitute an offer to sell. No contract shall arise until: (1) Purchaser submits an order to Supplier for goods and/or services (“Purchase Order”), and (2) Supplier issues a written acknowledgment of the Purchase Order to Purchaser (“Order Acknowledgement”). Supplier’s issuance of an Order Acknowledgment is conditional upon: (1) Purchaser’s assent to any and all terms contained in the Order Acknowledgment that are in addition to, or different from, any terms on the Purchase Order, and (2) Purchaser’s assent that the terms contained in the Order Acknowledgment constitute the sole and exclusive agreement between Supplier and Purchaser as to the sale. Purchaser’s full assent shall be deemed given unless Purchaser notifies Supplier in writing of Purchaser’s objection to specific terms within five (5) days after Supplier’s issuance of the Order Acknowledgment. A Purchase Order with additional or different terms does not supersede, or constitute objection to, specific terms of the Order Acknowledgment. Supplier’s performance under the Order Acknowledgment does not constitute Supplier’s acceptance of provisions of any Purchase Order that are different from, or additional to, the terms of the Order Acknowledgment. Such different or additional provisions are hereby expressly rejected by Supplier and are void. Verbal communication regarding a potential order for a stocked item will be honored for a maximum of two (2) weeks as long as a written order is not received for that same item from another source. If, however, a written purchase order is received from another source, the original customer will be contacted and given five (5) days to produce their purchase order. If a formal purchase order is not received within the two (2) week period, contact will be made with the purchaser to reconfirm their intention to order and a possible two (2) week extension will be granted at that time.
(b) APPLICABLE LAW: The laws of the state of Pennsylvania shall govern the relationship of the parties in respect to this quotation and any purchase order accepted in response hereto.
(c) PRICE: All prices quoted are F.O.B.: Supplier, Cranberry Township, PA., which is equivalent to INCOterms Ex Works (EXW), unless otherwise stated in our quotation. Prices will remain in effect for thirty (30) days from the date of the quotation unless otherwise stated. The purchaser is responsible for freight charges, and all taxes (except taxes based on Supplier's net income), fees or other local charges connected to the sale.
(d) DELAY IN SHIPMENT: Any shipping date shown is approximate. Every effort will be made to make shipment within the time stated, but Supplier shall not be liable for any damages resulting from delay in shipment, directly or indirectly, caused by: the purchaser, third party suppliers, fire, embargo, strike, act of God, enactment of any law, regulation, ruling, or order, or other cause beyond Supplier's control.
(e) DELIVERY: All equipment shall be shipped by Supplier F.O.B. Cranberry Township, PA. Suppliers shall have the right to select the carrier unless designated by the purchaser. Upon delivery of the equipment by Supplier to the carrier, the carrier shall be deemed to be the agent of the purchaser and all risk of loss shall be on the purchaser. Conditions of sale are satisfied upon shipment.
(f) WARRANTY: Supplier warrants that its equipment shall be free from defects in materials and workmanship for a period of twenty-four (24) months from the date of shipment of the equipment from Supplier. This warranty does not apply to consumables. Any such defect must be discovered and communicated to the Supplier during the Warranty Period. If Supplier technicians determine that the defects, if reported within the Warranty Period, occurred during the equipment’s normal and appropriate use, Supplier shall ship replacement parts to the purchaser. If Supplier determines that the failed parts and/or equipment need to be analyzed at Supplier's location, the purchaser is responsible for the cost of shipping parts and equipment to Supplier and back to the purchaser from Supplier. If Supplier determines that the failure was due to a defect, Supplier shall, at Supplier's option, either repair or replace the defective parts or equipment. Warranty or other work requested at the purchaser's facility is subject to Supplier personnel schedules and to labor and travel time charges at the current rate, plus travel expenses. The purchaser is required to provide a Purchase Order requesting this work be performed at his/her facility. Supplier’s sole obligation under this warranty and purchaser's and customers’ sole remedy shall be the repair or replacement of those parts which are defective in material or workmanship. Should the purchaser return to Supplier any equipment, which is not defective, the purchaser shall pay the shipment costs plus Supplier’s minimum service charge. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Supplier MAKES NO WARRANTIES OR REPRESENTATION TO PURCHASER EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FAILURE TO OPERATE THE EQUIPMENT IN ACCORDANCE WITH OPERATING MANUAL WILL VOID THIS WARRANTY. Supplier shall not be liable for any damage, including, but not limited to contingent or consequential damages, loss of product, resulting out of purchaser's negligence or faulty workmanship or operation of the equipment not in accordance with Supplier instructions, including, but not limited to the use of other options and/or accessories other than those recommended by Supplier. Use of options and/or accessories not recommended by Supplier shall result in an express waiver to claim any rights under this warranty. Supplier shall not be liable for loss, damage, delayed delivery or failure to deliver resulting from causes beyond its control or acts of God, including, but not limited to acts of an authorized Supplier distributor or agent, acts of civil or military authority, fires, strikes, other labor disturbances, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, car shortages, casualties, or any other cause or circumstance, whether similar or dissimilar to the foregoing, which affects the production, transportation or delivery of the equipment or any material used in or in connection with their production, nor shall Supplier in any event be liable for consequential or special damages on account of any delay or failure to manufacture or deliver. The performance of this agreement shall be suspended during the occurrence of the herein above-mentioned events and shall resume in full force and effect when these events cease to prevent the enforcement of this agreement. Supplier shall indemnify and hold purchaser harmless against any claims, disputes or complaints filed against purchaser arising out of any third party claim on patent or other intellectual property rights relating to the Supplier equipment.
(g) MACHINE SAFETY: It is the purchaser's responsibility to provide proper safety devices including noise abatement devices and equipment to safeguard the operator from harm for any particular use and to adequately safeguard the equipment to conform to government safety standards. Purchaser shall indemnify and hold Supplier harmless from all claims or liabilities from accidents involving the equipment caused by the failure of purchaser to follow instructions, warnings or recommendations furnished by Supplier to comply with federal, state, local laws applicable to the equipment. The purchaser shall notify Supplier promptly of any accident involving the equipment within thirty (30) days after occurrence and shall cooperate fully with Supplier in investigating and determining the cause of the accident.
(h) TERMS AND CREDIT APPROVAL:
Standard payment terms for custom engineered solutions are 50% deposit at time of order and 50% Net 30 upon shipment. Unless otherwise agreed to in writing, all other orders are due thirty (30) days from the date of invoice for customers with satisfactory credit. Subject to credit approval by Supplier (which may include the submission of three trade credit references by the purchaser), special terms may be arranged.
In the event full payment is not received by the due date, interest will accrue at the rate of one and a half percent (1.5%) on the unpaid portion of the invoice for each period of thirty (30) days from the due date. The Purchaser shall be liable for Supplier's costs associated with collection of any amounts past due, including reasonable attorneys' fees and court costs. Supplier retains title in delivered goods until Purchaser has paid for them in full, including charges and interest.
Securing Payment. In the event Purchaser becomes insolvent or Supplier in good faith requires security for payment, Supplier may: (1) cancel outstanding Purchase Orders; (2) revoke extension of credit to Purchaser; (3) reduce unpaid Purchaser debt by perfecting and enforcing a security interest in goods (and proceeds therefrom) furnished by Supplier to Purchaser; and (4) take any other permissible means necessary or desirable to fully secure Supplier with regard to Purchaser's payment for goods furnished or to be furnished by Supplier.
A surcharge will apply to customers who remit with a credit card for the payment of invoices on terms.
(i) PURCHASE ORDERS: All sales require a purchase order. All purchase orders are subject to the terms and conditions as set forth herein. No other modifications of terms as set forth on a purchase order will be acceptable unless previously approved in writing by an officer of Supplier. In the event Purchaser desires to cancel, modify, or suspend an order, Supplier may accept such request in its sole discretion. Supplier will only accept Purchaser’s request on terms that fully indemnify Supplier against its losses (including recovery of direct costs, indirect costs, and normal overhead charges) incurred due to the cancellation, modification, or suspension.
(j) LEASING COMPANY: If purchasing through a leasing company, a purchase order and credit references are needed from the leasing company. We also require a letter that guarantees payment directly to the Supplier.
(k) SALES TAX DUTIES AND FEES: All sales, use, or other taxes (except taxes based on Supplier's net income) imposed on Supplier to collect are the purchaser's responsibility. If the purchaser is tax exempt, a valid signed sales tax exemption form(s) from your city, state or other governmental agency must be provided. The purchaser is responsible for all duties and consumption taxes imposed, and all costs incurred by the seller, including legal and other collection fees.
(l) RETURNS: All returns must be authorized and a restocking fee will be charged.
(m) EXPORT CONTROL REGULATIONS: The goods that are the subject of this document and related technology are subject to export and re-export restrictions under U.S. and other countries’ export control regulations, including without limitation the U.S. Export Administration Regulations, regulations of the U.S. Office of Foreign Asset Control and comparable laws and regulations of other countries, which may require U.S. or other government approval for any re-export or retransfer (“Export Control Regulations”). Buyer warrants that it: (1) will adhere to and comply with all applicable Export Control Regulations and any applicable terms, conditions, procedures and documentation requirements made known to Buyer that may be promulgated by Supplier from time-to-time to comply with the Export Control Regulations; (2) will not, directly or indirectly through a third party, ship Supplier materials to Cuba, Iran, North Korea, Syria, Sudan or any other country subject to trade embargoes in violation of Export Control Laws. The buyer acknowledges that Supplier will not proceed with a shipment when Supplier knows that the Supplier products in that shipment are destined for a sanctioned country. Buyer represents that neither Buyer nor any of its principals, officers, or directors, or any person or entity known to Buyer to be directly involved in this transaction as freight forwarder, customer, end-user, consultant, agent or otherwise is designated on any of the U.S. government restricted parties lists, including without limitation the U.S. Commerce Department Bureau of Industry and Security Denied Persons List, Entity List or Unverified List, the U.S. Treasury Department Office of Foreign Asset Controls Specially Designated National and Blocked Persons List or the U.S. State Department Directorate of Defense Trade Controls Debarred Parties List or restricted parties lists of any country having jurisdiction over Buyer or the transaction involving the goods that are the subject of this document or related technology.
(n) ANTIBOYCOTT PROVISIONS: Buyer will not request Supplier information or documentation where the purpose of such request is to support, give effect to or comply with a boycott of any country in contravention of the laws or policies of the United States. Supplier hereby rejects any such request by Buyer and will report receipt of any such request to the relevant U.S. government office, as required by law.
(o) ANTICORRUPTION AND ANTIBRIBERY: In relation to any transaction involving the goods that are the subject of this document or related technology, Buyer shall not seek to obtain or retain business or gain any other advantage by making or offering to make any payment of money or by providing or offering to provide anything of value, directly or indirectly, to: (1) any government official; or (2) any non-governmental person, in either case with the intent that such official or person will perform their responsibilities improperly. Buyer warrants that it will comply with the anticorruption laws and anti-bribery laws of any country having jurisdiction over Buyer or the transaction involving the goods that are the subject of this document or related technology, and will in all cases comply with the U.S. Foreign Corrupt Practices Act.
(p) NONCOMPLIANCE: In the event that Supplier reasonably believes that any provision of this Clause has or may have been breached, Buyer shall cooperate fully with Supplier’s investigation to clear the matter and Supplier shall not be obligated to sell or provide goods or technology or take any other act in furtherance of any transaction or agreement while such investigation is pending and such suspension or forbearance by Supplier shall not constitute breach of any obligation in respect of the transaction to which this document applies or otherwise.
Products, technical data, and services of Supplier are subject to U.S. export controls under the applicable laws and regulations of the United States. Diversion contrary to U.S. law is prohibited. In addition, commodities may not be exported or re-exported to entities and persons that are ineligible under U.S. law to receive U.S. product and technology.
No other terms and conditions are acceptable. Any modification of these terms must be in writing and approved by an officer of the Supplier.
Termination for Cause. Upon any material breach by Purchaser, or if Purchaser: (1) fails to comply with any of these Terms and Conditions, (2) becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature), (3) becomes the subject of any proceeding under any state or federal bankruptcy law or other law, or (4) makes any assignment for the benefit of creditors, Supplier will have the right to: (1) immediately cancel or terminate any and all agreements with or obligations to Purchaser relating to sales of the goods, in whole or in such part, which may result in the non-shipment or cancellation of Purchaser's pending or future orders and/or termination of Purchaser's relationship with Supplier, and (2) recover from Purchaser damages for breach (excluding consequential damages), and any unpaid installments due shall become immediately due and payable.
Entire Agreement. These Terms and Conditions, together with any quotation, order acceptance, or invoice subject to these Terms and Conditions, constitute the entire agreement and understanding of Supplier and Purchaser. Supplier assumes no liability except as expressly provided in these Terms and Conditions. These Terms and Conditions may not be modified, terminated, or repudiated, in whole or in part, except in a writing executed by authorized representatives of Supplier and Purchaser. Supplier may, at its sole option, treat any attempted modification, termination, or repudiation to which it does not assent in writing, as a breach by Purchaser.
Waiver. Supplier will not be deemed to have waived any provision of these Terms and Conditions or any breach by Purchaser, unless specifically set forth in writing and executed by an authorized representative of Supplier. No such waiver by Supplier will constitute a waiver of such provision or breach on any other occasion.
Remedies. All remedies in these Terms and Conditions will be cumulative, and not alternative or exclusive, and will be in addition to rights and remedies provided by applicable law. The exercise or failure to exercise any remedy by Supplier will not preclude the exercise of the same or other remedies under these Terms and Conditions.
Governing Law and Dispute Resolution. These Terms and Conditions and the transactions contemplated hereby shall be governed by, construed, and interpreted in accordance with the substantive laws of the State of Wisconsin (excluding the Convention on Contracts for the International Sale of Goods) without regard to its conflict of laws rules. The invalidity or unenforceability, in whole or in part, of any provision, term, or condition shall not affect the validity or enforceability of the remainder of such provision, term, or condition, or any other provisions, terms, or conditions therein. The parties will negotiate in good faith and use reasonable efforts to settle any dispute, controversy, or claim with respect to these Terms and Conditions and any transactions contemplated hereby. If the parties are unable to reach a satisfactory dispute resolution or settlement, any subsequent formal legal action must be commenced within one year and one day after the cause of action accrued.
Force Majeure. Supplier shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including, acts or omissions of government or military authority, terrorist actions, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots, and wars.
Brady Corporation has a global ethics policy (“Code of Ethics”) which governs the behavior and relationships of Supplier and its employees, customers, contractors, suppliers, and distributors (collectively, “Stakeholders”). The policy can be found at www.bradyethics.com under the Code of Ethics tab. If Purchaser believes the conduct of Supplier or any Stakeholder violates the terms of the Code of Ethics, Purchaser should report the violation using the confidential Report Online feature of the website or by using the contact numbers provided on page 3 of the policy. Any personal information submitted by Purchaser using the website will be governed by the Privacy Policy found by clicking on the Privacy Statement link located in the footer of the website. In addition, Purchaser’s submission of personal information during any sale transaction or through any Supplier websites is also governed by Supplier’s Privacy Policy found at www.privacy.bradyid.com.