Support / Terms
Prices issued by Branham Corporation (Branham) do not include freight, handling fees, taxes and/or duties or any other monetary burdens as may be imposed.
Customers are responsible for all applicable taxes or must provide a valid sales tax exemption certificate.
Payment terms are net 30 days from the date of shipment or pick-up unless otherwise stated on the face of each Branham Sales Order or Purchase Order Acknowledgement. Export orders may be subject to special export payment terms and conditions. All payments must be in U.S. dollars. Branham shall have the right of set-off and deduction for any sums owed. If customer fails to make payment within the payment term period, Branham may defer shipments until such payment is made, or may, at its option, cancel all or any part of an unshipped order.
Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any balance remaining will be cancelled, and Branham shall have no further liability.
Products are shipped F.O.B. shipping point with freight costs and handling fees paid by Branham and charged to the customer at cost. C.O.D. shipments are not permitted. Any extra charges incurred for additional services, such as customer's carrier or special handling by the carrier, must be paid by the customer. Title and risk of loss pass to the customer upon tender of shipment to the carrier. If product is damaged in transit, customer must file a claim with the carrier.
LIMITED WARRANTY: ALL PRODUCTS SOLD ARE WARRANTED BY BRANHAM ONLY TO CUSTOMERS FOR RESALE, OR FOR USE IN BUSINESS, OR ORIGINAL EQUIPMENT MANUFACTURE, AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR ONE YEAR AFTER DATE OF PURCHASE FROM BRANHAM. ANY PRODUCT DETERMINED BY BRANHAM TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO BRANHAM, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED, OR REFUND THE PURCHASE PRICE AT BRANHAM’S OPTION.
LIMITATION OF WARRANTY. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY BRANHAM. BRANHAM DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, CUSTOMER SPECIFICATION, IMPROPER PRODUCT SELECTION OR MISAPPLICATION. BRANHAM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR USE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT SOLD HEREUNDER.
LIMITATION OF LIABILITY. BRANHAM’S TOTAL RESPONSIBILITY AND LIABILITY FOR ANY AND ALL CLAIMS, LOSSES AND DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER UNDER ANY WARRANTY OR BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF THE PRODUCT WITH RESPECT TO WHICH SUCH CAUSE ARISES, AND IN NO EVENT SHALL BRANHAM BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. NO EMPLOYEE, AGENT, AND/OR REPRESENTATIVE HAS AUTHORITY TO MAKE ANY REPRESENTATION, PROMISE, OR AGREEMENT, EXCEPT AS STATED HEREIN. BRANHAM SHALL NOT BE LIABLE FOR, AND CUSTOMER ASSUMES ALL LIABILITY FOR, ALL PERSONAL INJURY AND PROPERTY DAMAGE CONNECTED WITH THE HANDLING, TRANSPORTATION, OR FURTHER MANUFACTURE, FABRICATION, ASSEMBLY, OR USE OF THE PRODUCT.
Branham will make a good faith effort for prompt correction or other adjustment with respect to any product which proves to be defective within the warranty period. Before returning any product, write or call the Branham branch from which the product was purchased giving date and number of original invoice, and describing the defect.
OSHA Hazardous Substance
Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances are prepared and supplied by original manufacturers. The information and recommendations contained on the MSDS are believed by Branham to be accurate. Branham, however, makes no warranties with respect to the accuracy of the information or the suitability of the recommendations. Customer is solely responsible for any reliance on or use of any information, and for use or application of any product. Branham disclaims any and all liability to any user.
Branham shall not be liable for any delay in performance resulting in whole or in partfrom any force majeure event, including but not limited to labor disruptions, material shortages, inability to procure product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of Branham.
Any order cancellation must be pre-approved by Branham in writing, and WILL be subject to restocking charge.
Customer shall not assign any order or any interest therein without the prior written consent of Branham.
Electronic Data Interchange (EDI)
If Branham and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Branham and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. The business records maintained by Branham regarding EDI purchases made by customer shall be controlling.
Modification of Terms
Branham's acceptance of any order is subject to customer's agreement to all of the terms and conditions set forth in Branham's acknowledgment, and customer's agreement to these terms and conditions shall be presumed from customer's receipt of Branham's acknowledgment, or from customer's acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon Branham unless agreed to by Branham in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in Branham's acknowledgment, Branham's acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by Branham of any of these terms and conditions.
Waiver, Choice of Law and Venue
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the Commonwealth Of Kentucky and adjudicated therein.
No Third Party Benefit
The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party here to.
These terms and conditions constitute the entire and exclusive agreement between customer and Branham.