Brown-Campbell Terms and Conditions
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TERMS AND CONDITIONS:
The following terms and conditions govern the sale of all Brown-Campbell Company products, services, goods and materials, regardless of whether they may be made pursuant to written or oral orders placed with Brown-Campbell Company (further referred to as B-C).
1. Price: Absent written agreement to the contrary, price is subject to change without notice, unless specifically designated as firm for a specified period of time pursuant to a written quote or sales acceptance issued by B-C. Any and all prices and deliveries are F.O.B. shipping point. B-C reserves the right to cancel any order in the event that selling prices, which are lower than the prices quoted, are established by governmental regulations.
2. Transportation: Absent customer instructions to the contrary which are to be provided in the sales contract, B-C shall use its judgment in determining method and manner of shipment and routing of its goods/materials. B-C will not and shall not be responsible for any delays and/or excessive transportation charges resulting from its selection.
3. Packing: Unless otherwise specifically provided in the Sales Contract, B-C will comply with only minimum packing standards consistent with the method of transportation selected. Any and all costs of special packing, loading or bracing that may be requested by Buyer along with any special shipping instructions shall be paid for by Buyer.
4. Payment Terms: Except for On-line sales and unless otherwise provided in the Sales Contract, if payment is made within ten days from the date of invoice, the customer shall be allowed a 1/2% discount from the sales price. This discount does not apply to any sales tax or freight charges. Otherwise, payment will be net 30 with a carrying charge of 2% per month for payment received after thirty (30) days. B-C reserves the right to require advance payment or satisfactory security for the goods if, in the sole discretion of B-C, the financial condition of Buyer so warrants this determination. If the Buyer fails to pay in accordance with the terms of this Agreement or any other collateral Agreement, B-C may, at its option, without waiving any and all of the rights they may have under Michigan Law, cancel any unshipped portion of the Order. The Buyer will thereupon be liable for any and all unpaid costs.
All On-Line sales will be paid by a credit card (Visa, MasterCard, Discover or American Express) at the time the order is placed. On-Line sales do not qualify for any payment discounts.
5. Taxes & Import/Export Licenses: Prices do not include taxes. Taxes are paid by Buyer upon invoice from B-C unless Buyer provides a valid exemption certificate acceptable to the taxing authority or unless B-C is forbidden by law from collection of said taxes from Buyer. Import or export licenses are to be secured by Buyer.
6. Title & Risk of Loss: Delivery to carrier shall constitute delivery to Buyer, and thereafter risk of loss or damage shall pass to Buyer. Any claim of Buyer relative to damage during shipping or delivery should be made directly to the carrier. Any claims by Buyer against B-C for shortage or damage occurring prior to such delivery to carrier must be made within five (5) days after receipt of the goods and accompanied by original transportation bill signed by carrier noting that carrier received the goods from B-C in the condition claimed. Notwithstanding passage of the risk of loss to Buyer, title and right of possession to the goods sold hereunder shall remain with B-C until all payments hereunder, including deterred payments evidenced by notes or otherwise, Interest, carrying charges, and attorneys’ fees, shall have been made in cash, and Buyer agrees to do all acts necessary to perfect and maintain such right and title in B-C.
7. Return of Products: Goods cannot be returned, and orders once accepted by B-C cannot be cancelled, except upon the written approval of B-C. Cut to size items and special orders may not be returned unless it has been determined to be provided in error by B-C. If a return is approved, customers returning goods are responsible for all freight charges, incoming and returning to B-C and shall be assessed a restocking fee.
8. Force Majeure: B-C shall not be liable for failure to perform its obligations resulting directly or indirectly from or contributed to by acts of God; acts of Buyer, civil or military authority, including wage and price controls; war; fires; riot; terrorism; delays in transportation; lack of or inability to obtain raw materials (including energy sources), components, fuel, labor, or supplies; or other circumstances beyond B-C’s reasonable control, whether similar or dissimilar to the foregoing. If certain quantities are affected and other quantities are not, the quantities affected shall be eliminated without liability, but the agreement shall remain unaffected. B-C may, during any period of shortage due to any of the above said causes, allocate its supply of such raw materials among its various users thereof in any manner which B-C deems fair and reasonable. In no event shall B-C be liable for special or subsequent damages for any delay for any cause.
9. Attorney Fees: In the event Buyer defaults, and B-C has to institute proceedings for the recovery of the purchase price, any unpaid balance, or for breach by Buyer under any of the terms herein contained, Buyer shall pay to B-C or its agents, in addition to the damages provided by law, all attorney fees and costs of collection.
10. Shipment Errors: B-C shall have no liability for errors in weight or quantity delivered unless claim is made by Buyer within five (5) days after receipt of shipment and accompanied by original transportation bill signed by carrier noting that carrier received the goods from B-C in the condition claimed. If such timely claim is made by Buyer, and the claim is deemed valid by B-C, B-C may fulfill its responsibility by either shipping the quantity necessary to make good on the deficiency, or at B-C’s option, crediting Buyer with the invoice price of the deficiency.
11. Warranty: All goods sold by B-C are warranted to Buyer to be free from defects in material and workmanship, and manufactured in accordance with industry standards. Except as expressly set forth in the first sentence of this condition (#11) B-C makes no representation or warranty of any kind, express or implied, at law or in equity, in respect of any of the goods sold, including with respect to merchantability, fitness for any particular use, design or purpose. All other representations or warranties are hereby disclaimed. No agent, employee, or representative of B-C has any authority to bind B-C to any representation, affirmation, or warranty concerning the goods and any such representation, affirmation, or warranty shall not become a part the agreement between Buyer and B-C and shall be unenforceable. Any claimed defect in material or workmanship shall be deemed waived by Buyer unless submitted to B-C in writing within five (5) days from the date the goods are received by Buyer. B-C shall not be liable under the foregoing limited warranty if any loss or damage is caused by improper application or use of the goods. The foregoing warranty is non-assignable.
12. Remedies & Limitation of Liability: B-C shall not be liable for incidental, speculative, punitive or consequential losses, damages, or expenses arising directly or indirectly from the sale, handling or use of the goods, or from any other cause relating thereto. Further, B-C shall not be responsible, obligated, or liable for any injury or damage resulting from the customer’s application or use of its products, either singularly or in combination with other products, arising out of acceptance of this order which is not directly related to and arises from a breach of the limited warranty set forth above. Upon discovery of unsatisfactory material, the Buyer must immediately notify B-C in writing, who will initiate an investigation into the complaint. B-C shall be given the opportunity to inspect the material prior to any corrective work being done. B-C’s liability, in any case, including for claims of breaches of warranty or negligence is exclusively limited, at B-C’s option (not Buyer’s), to the replacement of goods not complying with this agreement, the repayment of, or crediting the Buyer with, an amount equal to the purchase price of such goods, repairing or arranging for repair of the goods. The Buyer may not repair the goods unless authorized in writing by B-C prior to the repair. If B-C requests the return of the goods, the goods will be redelivered to B-C in accordance with B-C’s instructions. The remedies contained in this paragraph constitute the sole recourse of Buyer against B-C for breach of any of B-C’s obligations, whether of warranty or otherwise. As long as B-C makes a good faith effort to rectify any breach, the remedies provided for herein shall be deemed satisfied.
13. Selection: Buyer represents that the goods sold hereunder are fit for their actual or intended use and that Buyer placed no reliance on B-C’s skill or judgment in selecting suitable goods or materials or in the design of suitable goods and materials. Buyer represents that the use and installation of the goods shall be made in compliance with all applicable government requirements. Buyer will defend, indemnify and hold harmless B-C, its successors, assigns and subsidiaries from and against all costs (including attorney’s fees), damages and liabilities resulting from actual or alleged claims asserted or any penalties proposed or assessed B-C for any alleged violation of any federal, state or local law, rule, regulation or standard, by reason of or in connection with any use of the goods delivered hereunder.
14. Choice of Law; Venue: This Agreement and all matters contained herein will be governed in accordance with the laws of the State of Michigan.
15. Same Day Shipments: Orders will ship same day contingent of the time the order was received.