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GENERAL TERMS & CONDITIONS
BRANDIT® Purchase Order Terms and Conditions
(June 1, 2022)
1. Validity and Conclusion of Contract
1.1. Any delivery of products and services by Brandit shall be subject exclusively to the
Terms and Conditions set forth herein, which the Customer has acknowledged and agreed to by placing an order or accepting delivery.
1.2. All deviations from these Terms and Conditions, in particular the applicability of the Customer's Conditions of Purchase, require Brandit's express advance written approval.
1.3. Brandit offers are non-binding and subject to approval. Orders shall only be binding for Brandit insofar as we have confirmed them or fulfilled the order by shipping the products. Any verbal side agreements relating to orders shall only be valid if they are confirmed in writing.
1.4. Brandit reserves the right to make alterations to our products that may be necessary due to technical or practical considerations.
2. Prices and Terms of Payment
2.1. The current prices effective on the day the Purchase Order is confirmed by Brandit shall form the basis for calculating the prices charged. The current price list published by Brandit shall apply. Prices do not include any applicable taxes.
2.2. All prices quoted are FOB Origin Freight Collect.
2.2.1. With FOB Origin, the Customer assumes title of the products, risk of loss and damage the moment the freight carrier picks up and signs the bill of lading (BOL) at the origin pick-up location.
2.2.2. With Freight Collect, the Customer is responsible for all freight charges.
2.3. Brandit reserves the right to make changes to our prices.
2.3.1. Changes in the price list do not require prior written approval.
2.3.2. With the publication of a new price list, all other price lists shall becone invalid immediately.
2.4. As a matter of principle, delivery is made pending prepayment via credit card, ACH or wire transfer.
2.4.1. Credit card processing fees will apply if credit card is used for payment.
2.5. Alternative terms of payment require Brandit's approval in writing and will only be considered after several purchases by the Customer and following a thorough review of the Customer's credit position by Brandit.
2.5.1. Should the Customer be in default on payment obligations, Brandit is entitled to demand penalty interest payments. The right to claim further damages shall remain unaffected.
2.5.2. Customer payment shall become due immediately if the terms of payment are not fulfilled without a valid reason or, if after the conclusion of the contract, Brandit becomes aware of a significant worsening of the Customer's financial circumstances.
2.5.3. Should Customer continue to not pay its obligations to Brandit, Brandit will take further legal action.
2.6. Offsetting or withholding payment for counterclaims by the Customer is not permitted, except in cases where such counterclaims have been determined to be legally binding in a court of law.
3. Resale Certificate
3.1. Customer is responsible for supplying its resale certificate at the time that the first purchase order is made. If no resale certificate is provided, Brandit will apply appropriate sales tax of which the Customer is obligated to pay.
4. Minimum Advertised Price (MAP) and Marketplace Selling Policy
4.1. Customer has read and acknowledges that the Customer will adhere to the MAP and Marketplace Selling Policy.
5. Shipping and Delivery
5.1. All deliveries shall be made directly from Brandit's US 3PL partner's warehouse(s) unless otherwise agreed to in advance in writing.
5.2. Shipping terms are FOB Origin as further defined in section 2.2.1. above.
5.2.1. The shipment shall always be carried out at the Customer's risk, including cases where freight-free delivery has been agreed upon in advance in writing.
5.2.2. Brandit reserves the right to make partial deliveries, subsequent deliveries will, as a matter of principle, incure additional shipping costs.
5.3. Delivery dates are only binding if Brandit has expressly confirmed these in writing.
5.3.1. Confirmed delivery dates are contingent on the timely delivery of products from Brandit's suppliers.
5.4. Unpredictable events such as force majeure, COVID or similar widespread illness, delivery or transportation delays or labour disputes release us from our duty to deliver punctually for the duration of such disruptions. Delivery times shall be extended by a period equivalent to the duration of the disruption. Should the disruption last long than 3 months, either party may elect to withdraw from the contract. In such circumstances, the Customer is not entitled to make a claim for damages.
5.5. If Brandit fails to fulfill our obligations to deliver, the Customer is only entitled to withdraw from the contract after the Customer has set an adequate grace period for delivery and after the expiration of such a grace period. All claims for damages shall be excluded.
6.1. Brandit warrants that the products delivered are free of defects that would negatively affect or nullify their value or suitability for customary or contractually stipulated use.
6.2. The Customer must inspect the products immediately upon receipt for defects in quality and functionality. Should the Customer fail to do so, the products shall be deemed as accepted.
6.2.1. Any potential variations in the appearance of the products that are customary in the industry, such as variations in color, grading, minor deviations from the product illustration or sample, will not be accepted as evidence of defects.
6.2.2. Defects and damage due to improper handling during transport must be reported by the Customer immediately upon receipt of the products to Brandit as well as to the transportation company, who is responsible for handling all claims.
6.3. The Customer must notify Brandit within 3 days of receipt of delivery of any obvious defects that are not a result of improper handling in transport and must provide an exact description of the defect.
6.3.1. In all cases, the Customer is obliged to provide Brandit with sufficient information, pictures if appropriate, so that Brandit can investigate the type and extent of the defect.
6.4. The warranty period shall be one month from the delivery of the products at the time of transfer of the products to the carrier (cf.5.2.)
6.5. Defective products (quantities of 5 or more units) can be returned free of charge provided the Customer has notified Brandit and received prior approval from Brandit. Brandit reserves the right to refuse returns that have not been preapproved or returns that are not in the original packaging. The costs associated with such unauthorized returns shall be borne by the Customer.
6.6. Upon return of defective products, Brandit may, at our option, elect to either replace the products or to rectifiy the defect and deliver the products free of charge to the Customer.
6.7. All other claims are excluded unless otherwise specified in these Terms and Conditions.
7.1. To the extent allowed by law, Brandit's obligations to pay compensation for damages, for whatever legal reason, shall be limited to the invoice value of its merchandise directly involved in the incident causing the damage.
8. Final Provisions
8.1. If any individual provisions of the present Terms and Conditions are or become invalid wholly or in party, the validity of the remaining provisions shall remain unaffected.
8.1.1. Any invalid provision of these Terms and Conditions shall be replaced by an appropriate provision that comes nearest to the intended economic results of the invalid provision.
8.2. All modifications and additions to this agreement must be made in writing to be legally binding.
8.3. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Ohio, USA.
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