The following Terms and Conditions (“Terms”) are applicable to all sales by Bradford Engineered Components, LLC (“Bradford Engineered Components”) to the purchaser (“Purchaser”).  No contrary or other additional terms or conditions shall apply to the sale of Bradford Engineered Components’ products (“Products”), except:  (a) those which relate to price, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, and the description and specification of the Products, as shall be set forth in the purchase order or other purchase documents;  and (b) such other terms or conditions which may be mutually agreed upon by the parties, but only through a written document signed by both parties other than by routine acknowledgment. 

1. Acceptance. Bradford Engineered Components’ offer to sell Products to Purchaser is conditioned upon Purchaser’s acceptance of these Terms. Bradford Engineered Components expressly rejects and objects to all new, different, or additional terms submitted by Purchaser.

2. Purchase Orders. All purchase orders must include quote, part number, quantity color of container, hot stamp or screen print verbiage, artwork if needed, prototype sign-off form from sample, signed ECN’s, date of any incoming Purchaser supplied components, and any special instructions.

3. Price. All prices and quantities quoted are subject to adjustment by Bradford Engineered Components after thirty (30) days, and may be adjusted earlier for any significant material / transportation cost increase incurred by Bradford Engineered Components.  Unless otherwise stated, the prices do not include sales, use, excise, or similar taxes applicable to the Products.

4. PAYMENT TERMS.  Payment is due in full thirty (30) days after shipment at 13235 Avalon Court, Brighton, Michigan 48116, U.S.A., without discount. Any late payment shall accrue a finance charge of 1-1/2% per month.

5. Shipment. Unless otherwise specified, Product sales are F.O.B. Brighton, Michigan. Shipping dates are estimated, and not guaranteed.  Bradford Engineered Components shall not be liable for delays, damages, or delivery failures occurring after the Products are delivered to the carrier. Product shortages and visibly damaged or defective Products must be reported to Bradford Engineered Components within 10 days of delivery.

6. Lead–Times. Lead-times are usually seven (7) weeks or less for packaging with purchased totes, containers and pallets, or two (2) weeks after receipt of last of PO or Purchaser supplied totes, containers and pallets. Lead-times are guidelines and subject to availability of purchased parts and receipt of Purchaser supplied items.

7. Purchaser Testing and Approval. When specially treated materials are ordered, or materials have special physical or chemical properties, or where the Products to be packaged might be harmed by impurities in Bradford Engineered Components’ materials, the Purchaser assumes full responsibility for adequate testing of the materials prior to their use and agrees to hold Bradford Engineered Components harmless from all claims relating thereto.

8. Warranty and Disclaimer. Bradford Engineered Components warrants that its Products are made to Purchaser’s dimensional specifications or to design specifications approved by the Purchaser. THESE WARRANTIES BY BRADFORD ENGINEERED COMPONENTS ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. BRADFORD ENGINEERED COMPONENTS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

9. Exclusive Remedy. PURCHASER’S REMEDY FOR A BREACH BY BRADFORD ENGINEERED COMPONENTS OF ANY WARRANTY OR OTHER OBLIGATION IS LIMITED, IN BRADFORD ENGINEERED COMPONENTS’ DISCRETION, TO EITHER THE REPLACEMENT OF THE DEFECTIVE PRODUCTS RETURNED TO BRADFORD ENGINEERED COMPONENTS OR TO A REFUND OR CREDIT OF THE PURCHASE PRICE OF THE DEFECTIVE PRODUCTS.  The disposition of any rejected materials must be approved by Bradford Engineered Components.  IN NO EVENT SHALL BRADFORD ENGINEERED COMPONENTS BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS.

10. Indemnity. In the event Purchaser provides or specifies materials, specifications, drawings, instructions, or the like, Purchaser agrees to defend, protect and hold harmless Bradford Engineered Components from and against any and all suits, damages, claims, and demands for actual or alleged infringement of any patent or proprietary right, and to defend any suit or action and reimburse all attorney fees incurred by Bradford Engineered Components in defense of any such suits or actions which may be brought against Bradford Engineered Components for an alleged infringement of a patent or proprietary right. Bradford Engineered Components shall have the right to participate in the defense of any such suits or actions, and no settlement, discontinuance, dismissal or judgment may be entered without advising and consulting with Bradford Engineered Components.

11. Installments. Bradford Engineered Components reserves the right to ship Products in installments. Installments will be separately invoiced and paid for when due. Delay in shipment of any installment shall not relieve Purchaser of its obligation to accept remaining deliveries.

12. Cancellation. No order accepted by Bradford Engineered Components may be cancelled or altered by Purchaser except with the signed written consent of Bradford Engineered Components.

13. Returns. Product returns will not be accepted without prior written approval of Bradford Engineered Components and a return authorization number issued by Bradford Engineered Components.

14. Proprietary Information. Product specifications are the property of Bradford Engineered Components. They are proprietary information and are disclosed to Purchaser in confidence, with the understanding that they are not to be reproduced or copied, directly or indirectly. The information is not to be used, in whole or in part, to assist in the creation of any drawings, prints, specifications, etc. which use the features or information derived from this design without the express written consent of Bradford Engineered Components.

15. EXCUSABLE DELAY. Except for the obligation to make payments to the other party, neither party shall be responsible for any failure or delay in performing which is due to strike, riot, civil commotion, sabotage, act of God, war, terrorist act or governmental action in response to any terrorist act, or other cause beyond its reasonable control. Bradford Engineered Components shall not be responsible for any failure or delay due to inability to obtain deliveries of necessary raw materials.

16. 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.

17. Claims. In the event that there are claims involving Products discovered after completion of a sale of Products, the party discovering the claim shall immediately notify the other party.  Any claim or action arising out of or related to Products or to any sale transaction between Bradford Engineered Components and Purchaser, must be brought within one (1) year after the cause of action has accrued or be deemed waived.

18. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Michigan, without regard to any conflict of law or choice of law rules or provisions. Any action, suit, or proceeding brought in connection with these transactions shall be brought in the United States District Court for the Eastern District of Michigan or in the Washtenaw County Michigan Circuit Court.

19. No Waiver.  Bradford Engineered Components shall not be deemed to have waived any of these Terms by failing to object to contrary or additional provisions appearing or incorporated by reference in, or attached to, Purchaser’s Purchase Order or other purchase documents.