Standard Terms And Conditions
The following Terms and Conditions (“Terms”) are applicable to all sales of materials (“Goods”) made by The Belden Brick Company, 31470 Utica Road, Fraser, Michigan 48026 (“Belden Sales”), and the acceptance of any order is expressly conditioned upon Buyer’s consent to these Terms. The Terms contained herein, and any other terms and conditions stated in any proposal or quotation of Belden Sales regarding the particular sale shall constitute the complete agreement between Belden Sales and Buyer and shall supersede all prior understandings, transactions and communications, whether oral or written, with respect to the matters referred to herein, and shall form the complete contract between Belden Sales and Buyer (the “Contract”). The Contract shall be binding upon delivery of written acknowledgement of acceptance of the order to Belden Sales.
NO INTERLINEATION, DELETION, OR OTHER MODIFICATION OF THESE TERMS AND CONDITIONS OF SALE, AND NO ADDITIONAL TERMS OR CONDITIONS SET FORTH IN BUYER’S ORDER FORM OR IN ANY OTHER DOCUMENT EXECUTED AND/OR DELIVERED BY BUYER TO BELDEN SALES, SHALL BE BINDING UPON BELDEN SALES UNLESS SPECIFICALLY SET FORTH IN WRITING SIGNED BY A DULY AUTHORIZED OFFICER OF BELDEN SALES AND BUYER.
1. All quotations of Belden Sales are subject to change without notice unless otherwise expressly stated in the quotation. The prices of Belden Sales are subject to applicable state, local and federal law, taxes of any kind and character and governmental rules and regulations. Prices quoted by Belden Sales are exclusive of applicable taxes, which shall be paid by Buyer.
2. Payment of an invoice from Belden Sales is due in the Next 30 days from the date of invoice. A time-price differential service charge of 1 1/2 % per month will be assessed on delinquent balances.
3. Buyer authorizes purchases and deliveries to be made without signature.
4. Belden Sales will tender all Goods either to (a) Buyer or (b) Buyer’s carrier: (i) at Belden Sales’ designated location or the manufacturer’s warehouse or (ii) by delivery to the “SHIP TO” location specified on the order. Both title and risk of loss of Goods that are tendered at Belden Sales’ location or manufacturer’s warehouse shall transfer from Belden Sales to Buyer when the Goods are loaded onto Buyer’s vehicle(s) or Buyer’s carrier’s vehicle. Title and risk of loss of Goods delivered to the “SHIP TO” location specified on the quotation, order acknowledgement, or invoice issued by Belden Sales to Buyer shall transfer either (a) at the time the Goods arrive curbside at the “SHIP TO” address and even before unloading, spreading or stocking or (b) if, under the Contract, Belden Sales is required to unload, spread or stock the Goods, then at the time the Goods are so unloaded, spread or stocked. Any damage related to any handling of the Goods after such transfer of title and risk of loss occurs shall be at the Buyer’s sole and exclusive risk.
5. Without prejudice to any other right, Belden Sales may suspend further deliveries of any Goods purchased if Buyer defaults in payment of any amounts due, or whenever Belden Sales may deem itself insecure as to Buyer’s performance, until Buyer remedies such default or provides assurance that satisfies Belden Sales in its sole discretion, of Buyer’s ability to perform. Belden Sales may cancel any order at any time prior to payment by Buyer. Buyer authorizes Belden Sales to apply any payments made by or on behalf of Buyer to Belden Sales to any account or accounts then outstanding between Buyer and Belden Sales.
6. Buyer shall have seven (7) calendar days from the date of delivery to reject Goods as nonconforming. Such rejection must be in writing received by Belden Sales within such seven (7) days and specify the Goods rejected and the specific nonconformity rejected. The rejected Goods must be received by Belden Sales within ten (10) calendar days from the date of the initial delivery. All Goods not so rejected shall conclusively be deemed to have been accepted. In order to cause such rejection, the Goods returned must be accompanied by the original invoice or other proof of purchase by Buyer. Physical acceptance by Belden Sales of Goods returned shall in no way be deemed agreement by Belden Sales of any claim by Buyer of nonconformity.
7. The Contract is not intended to and shall not be construed to give any third party any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with the Contract or provision contained herein.
8. Belden Sales shall have a reasonable time after receipt of proper notice of rejection of nonconforming Goods or of revocation of acceptance of nonconforming Goods to repair or replace the Goods or refund the purchase price, with the remedy to be selected by Belden Sales in its sole discretion. Buyer hereby agrees that masonry staining provided by a reputable masonry staining company, such as Nawkaw, Masonry Cosmetics, and American Staining, is a reasonable repair to Goods that are nonconforming solely due to color variance or inconsistency. If Buyer otherwise has an outstanding balance, the refund shall be in the form of a credit to Buyer’s account.
9. Buyer is responsible for determining the Goods it chooses to purchase and for what purpose those Goods will be used. Buyer is not relying on the skill or judgment of Belden Sales to select or furnish Goods suitable for any particular purpose.
10. Belden Sales shall not be responsible, nor shall allowances be made for any delay or failure to make any shipment hereunder due to act of God, fire, strike, lockout, or other labor dispute, contingencies of manufacturer, embargoes, regulations of government, delays in transit, and affecting its ability to procure, process or deliver Goods.
11. THE BUYER SHALL INDEMNIFY BELDEN SALES AGAINST AND SAVE BELDEN SALES HARMLESS FROM ANY AND ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, COSTS, EXPENSES, DAMAGES AND LIABILITIES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE GOODS, INCLUDING, WITHOUT LIMITATION, SELECTION, POSSESSION, USE, OR MAINTENANCE.
12. BELDEN SALES MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSES OR MERCHANTABILITY OF ANY GOODS, AND BUYER HEREBY WAIVES ANY SUCH REPRESENTATIONS OR WARRANTIES. BUYER AGREES THAT THE SOLE AND EXCLUSIVE REMEDY AGAINST BELDEN SALES FOR DEFECTIVE OR NONCONFORMING GOODS
SHALL BE REPAIR OR REPLACEMENT OF SUCH GOODS OR REFUND OF PURCHASE PRICE, WITH THE REMEDY TO BE SELECTED BY BELDEN SALES IN ITS SOLE DISCRETION. BUYER HEREBY WAIVES ALL OTHER REMEDIES. IN NO EVENT SHALL BELDEN SALES BE LIABLE FOR ANY NEGLIGENCE OR GENERAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES SUFFERED BY BUYER OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION THOSE FOR LOST PROFITS OR SALES, ADDITIONAL LABOR OR INJURY TO PERSON OR PROEPRTY. BELDEN SALES MAY DELIVER CERTAIN THIRD-PARTY MANUFACTURER WARRANTIES TO BUYER, BUT BELDEN SALES SHALL HAVE NO LIABILITY UNDER SUCH WARRANTIES.
13. Waiver by Belden Sales of any terms or conditions of this Contract or waiver of any breach hereof shall not be construed as a waiver of any other term, condition, or breach. Determination that any provision of this Contract is illegal or invalid shall not affect the validity or enforceability of the remaining provisions of this Contract.
14. The Contract shall be governed by and construed according to the laws of Michigan. Buyer agrees to pay all actual costs of collection by Belden Sales of any amounts due hereunder, including actual attorneys’ fees. Any action brought upon, or by reason of, this Contract shall be brought, in Belden Sales’ sole discretion, either (a) in a court located in Macomb County, Michigan, (b) in a court with jurisdiction over the county in which the project for which the Goods are to be used is located, or (c) settled by arbitration administered by the American Arbitration Association under its Construction Industry Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
