Terms & Conditions
- SCOPE: The terms and conditions of services contained herein apply to Brazen Tek’s quotations, and purchase orders placed by Client on Brazen Tek. These terms and conditions may in some instances conflict with some of the terms and conditions on Client’s purchase order or Client’s contract is made only on the express understanding and condition that insofar as the terms and conditions of this acceptance conflict with any terms and conditions of the Client’s order or cover matters not addressed in Client’s documentation. Brazen Tek’s terms and conditions shall govern, irrespective of whether the Client accepts these conditions by a written acknowledgement, by implication, or by acceptance and payment for goods/services ordered. Brazen Tek’s failure to object to provisions contained in any communication from Client shall not be deemed a waiver of the provisions of this acceptance.
- PRICES: Irrespective of any prices quoted by Brazen Tek or listed on Client’s order, an order is accepted only at the prices shown on Brazen Tek’s invoices. Prices listed on Brazen Tek’s acknowledgement/invoices are firm and not subject to audit to price redetermination or renegotiation, except that at Brazen Tek’s sole discretion any and all prices are subject to adjustment either directly or by agreement made between Client and Brazen Tek.
- TERMS & METHOD OF PAYMENT: Where Brazen Tek has extended credit to Client, terms of payment shall be net ten (10) days from the date of Brazen Tek’s invoice. Client will be charged 1.5% per week (but not more than permitted under applicable law) on overdue accounts. If Client fails to make payment for goods/services delivered/rendered as herein provided, or if, in Brazen Tek’s opinion, a change in Client’s financial condition or other circumstances has created reasonable concerns as to Client’s credit worthiness, Brazen Tek may at any time limit or cancel the credit of Client as to time and amount and may demand payment in cash before any delivery of any part of goods/services. On any order on which credit is not extended by Brazen Tek, shipment or delivery shall be made at Brazen Tek’s election as follows; Cash with order (in whole or in part) or C.O.D., with all costs of collection charged to Client.
- TITLE & DELIVERY: The goods/services shall be delivered/rendered when ordered by Client on reasonable notice to Brazen Tek. Title in the goods/services shall not pass to Client until Brazen Tek has received in full all monies owed by Client under this or any other agreement. Until such time as the title of the goods/services passes to Client, Client shall hold the goods/services as Brazen Tek’s fiduciary agent and shall keep the goods/services properly stored, protected, insured and identified as Brazen Tek’s property and bear the costs thereof. In the event of termination of this agreement by reason of non-payment by Client of amounts due under this agreement or any other agreement between Client and Brazen Tek, Brazen Tek shall be entitled at any time to require Client to deliver up the goods/services to Brazen Tek and, if Client fails to do so, to enter the premises of Client for the purpose of repossessing the goods/services.
- CONTINGENCIES: Neither party shall be liable for delay in performance or failure to perform in whole or in part the terms of Agreement due to strike, labor, dispute, war, riot or civil commotion, acts of the public enemy, fire, flood or other acts of God, scarcity of labor, materials or supplies unanticipated manufacturing process or yield problems, or causes beyond the reasonable control of such party. The period for performance for the party affected by such as cause shall be extended by the duration of the condition, not to exceed 120 days.
- ARBITRATION: In the event that any dispute arises between Brazen Tek and Client with respect to any of the provisions of this form of the performance of the terms and conditions hereof or of any modification hereof, such dispute, if not settled by negotiations between the parties, within a reasonable time, shall be settled by arbitration in accordance with the rules then prevailing of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereon. In any such proceeding the arbitrator shall make every reasonable effort to resolve the matter expeditiously and to reduce the costs of the proceeding, by limiting discovery and other means, and neither party shall be entitled under any circumstances to receive punitive exemplary damages. Unless the parties otherwise agree in writing, such arbitration shall be conducted in Los Angeles, California, and Client and Brazen Tek consent to jurisdiction and venue in the courts of California located in Los Angeles County, California judgment of arbitrator shall be final and binding.
- LIMITATION OF LIABILITY: In No Event shall Brazen Tek be liable (a) for indirect, special, incidental or consequential damages, whether or not foreseeable or foreseen or (b) for the cost of procuring substitute goods/services. In either case resulting from its performance or failure to perform under this agreement or from the furnishing, performance or use of any goods or services sold pursuant hereto, whether due to breach of contract, breach of warranty, such Brazen Tek’s negligence or otherwise.
- General: Brazen Tek represents that with respect to the articles and/or the performance of the services covered by this order, it will comply with all requirement of the Fair Labor Standards Act of 1938, as amended.