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Terms and Conditions

Additional Terms and Conditions of Purchase  |  Additional Terms and Conditions of Sale

 
ADDITIONAL TERMS AND CONDITIONS OF PURCHASE

 
1.  SELLER. The Seller is that person or entity shown on the riverside of this Purchase Order as the party to supply the goods or materials more specifically set forth thereon (the “Materials”).

2. BINDING AGREEMENT. Seller shall be bound by the terms of this Purchase Order whether or not signed by Seller, unless Seller objects in writing specifying a term or terms involved.  The failure of Seller to object to the terms of this Purchase Order within ten (10) days after its date shall be conclusively deemed to constitute acceptance by Seller of its terms.3. ORDER. Seller hereby agrees to sell to Lewis Brass and Lewis Brass hereby agrees to purchase the Materials at the price set forth on the reverse side of this Purchase Order. Seller may not cancel the order covered by this Purchase Order unless Lewis Brass consents thereto in writing.

4.  DELIVERY. The Materials shall be delivered to Lewis Brass by the date and at the address set forth on the reverse side of this Purchase Order or any other location designated by Lewis Brass thereon. If no such instructions are contained on the reverse side of this Purchase Order, Seller shall in writing request instructions with regard to the shipment and delivery of the Materials. Lewis Brass may postpone delivery by up to thirty (30) days by notifying Seller of the postponement within five (5) days prior to the originally scheduled delivery date. Time of delivery is of the essence unless otherwise stated on the face of this invoice.

5. SALE, RETURN and CANCELLATION. The Materials are sold to Lewis Brass with the understanding that they may be returned by Lewis Brass to the Seller, with or without reason, at any time within thirty (30) days from the date of delivery of such Materials and Lewis Brass shall thereupon not be liable for the purchase price thereof. The return shipment is to be made by Lewis Brass to the Seller at the address of the Seller herein specified, freight charges collect. Further, Lewis Brass shall retain the right to cancel any Purchase Order prior to receiving the goods ordered provided at least 1 business day of notice of cancellation is provided.

6.  PAYMENT.  Terms of payment are net as specified in the reverse side of the Purchase Order or if not so specified, then the terms of payment shall be those customarily in effect between Seller and Lewis Brass.  In no event, however, shall such payment terms require payment in less than thirty (30) days from the date of delivery or invoice, whichever is later, nor shall they restrict the trade discount generally in effect between Seller and Lewis Brass. Seller represents that the payment terms and discount available to Lewis Brass under this Purchase Order shall be at least equal to the most favorable terms offered by Seller for purchases of similar type and quantity of merchandise and, to the extent they are not, this Purchase Order shall be deemed amended to reflect those most favorable payment terms. In the event that the price of the Materials shall decrease on the general market before the time set forth herein for delivery thereof, Lewis Brass shall receive the benefit of such price reduction and shall be entitled to delivery of the Materials upon payment of a price that shall bear the same proportion to the price specified herein as the new general market price shall bear to the present general market price. In the event payment or delivery shall be in installments, any deposit paid by Lewis Brass shall be applied to the first payment to become due.

7.  WARRANTY. Seller warrants that the Materials to be delivered by Seller under this Purchase Order will be merchantable and fit for the purposes for which they ultimately will be used. In addition, for a period of one (1) year from the date of delivery of the Materials, Seller will replace any of the Materials found to be defective with non-defective materials which conform to the specifications of this Purchase Order. Such replacement shall be at no expense whatsoever to Lewis Brass including but not limited to the cost of transportation. Such replacement shall not be deemed in lieu of any other rights or remedies that may be available to Lewis Brass in such event.

8. REMEDY ON DEFAULT. It shall be an essential condition of this Purchase Order that the Materials shall be of the highest standard and of such style, appearance and quality as shall be adequate and suited to their intended purposes. In the event that the Materials or any part thereof shall fail to comply with such standards or with the representations and warranties of Seller, it shall be deemed a default under this Purchase Order.  If Seller fails to ship or fails to make timely shipment of any or all of the Materials, or delivers Materials which do not conform to the specifications on the reverse side of this Purchase Order, Seller shall be deemed to be in default of this Purchase Order. In the event of a default, as specified in this paragraph or otherwise under this Purchase Order, Lewis Brass shall be entitled to reject any Materials delivered and cancel this Purchase Order and shall be entitled to an immediate return of any deposit paid in connection therewith. In addition, in the event of a default, Lewis Brass shall also be entitled to recover from Seller, as damages, any additional costs incurred in obtaining the Materials from another seller, plus a sum equal to ten (10%) percent of the total purchase price herein to cover the incidental cost incurred in connection with securing the Materials from another source. The rights and remedies specified in this paragraph shall be in addition to and not in limitation of any other rights or remedies that may be available to Lewis Brass.

9. INDEMNIFICATION. Seller shall indemnify and hold Lewis Brass harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorneys’ fees, arising out of, connected with or resulting from the use, sale or storage of the Materials, including but not limited to product liability claims.  Seller shall maintain product liability insurance in an amount sufficient to satisfy Seller’s obligations hereunder and shall provide Lewis Brass with proof of such insurance coverage on demand.  In the event that Seller shall default under this Purchase Order, Seller shall also pay the attorneys’ fees incurred by Lewis Brass to enforce any of its rights hereunder.

10. RISK OF LOSS.  Seller hereby assumes and shall bear all risk of loss and damage to the Materials until the same are delivered in accordance with Paragraph 4 hereof. The method of shipment of the Materials shall be as designated by Lewis Brass.

11. NO SUBSTITUTION. The Materials must be as specified on the reverse side of this Purchase Order. Seller may not substitute for the Materials or make any adjustments to the quantity ordered without the prior written consent of Lewis Brass. In addition, there may be no variations in temper, surface quality or tolerances. In the event the delivered goods contain any substitution, adjustment or variations, it shall be deemed a default under this Purchase Order.

12. PARTIAL SHIPMENTS. Seller may not make partial shipments of the Materials without the prior written consent of Lewis Brass. In the event that the Seller makes partial shipments, it shall be deemed a default by Seller.

13. TAXES AND DUTIES.  In the event any taxes or duties are imposed or increased on the Materials between the date of this Purchase Order and the date of delivery, Seller agrees that the amount thereof shall be Seller’s responsibility.  Seller agrees that the amount shall be paid by Seller and not added to the price of the Materials.

14. DOCUMENTS TO BE EXECUTED.  Upon delivery and, if necessary, thereafter upon the request of Lewis Brass, Seller shall execute and deliver any bill of sale or other document(s) that may be required by any statute or law of any kind in order to convey good title of the Materials to Lewis Brass. Seller further agrees to execute upon request any and all other documents which may be necessary to carry out the transfer of title to the Materials from Lewis Brass to a third person or entity.

15. ASSIGNMENT. Lewis Brass shall have the right to assign this Purchase Order to any person or entity upon given ten (10) days written notice thereof to the Seller. In the even this Purchase Order is so assigned, the Materials shall be delivered to the assignee in accordance with the specifications contained herein and such delivery shall constitute full performance of this Purchase Order.  Upon delivery of such goods to the assignee, Lewis Brass shall be freed of all liability for the payment of the purchase price thereof.

16. NOTICES. All notices required or permitted in connection with this Purchase order shall be in writing and sent by registered or certified mail, return receipt requested, with proper postage affixed.  Notices shall be sent to the address for the party indicated on the reverse side of this Purchase Order or to such other address which the party may from time to time designate in writing. Notice shall be deemed given when mailed.

17. ENTIRE AGREEMENT. There are no representations, warranties, covenants or undertakings other than those contained in this Purchase Order which represents the entire understanding between the parties.

18. MODIFICATION AND WAIVER.  None of the terms of this Purchase Order shall be deemed to be waived or modified unless in writing and signed by the party against whom waiver or modification is sought. No waiver of any of the provisions of this Purchase Order shall be deemed a waiver of any other provision or a continuing waiver of that provision.

19. SUPERSEDING EFFECT. This Purchase Order shall be deemed to supersede any agreement entered into by the parties concerning the Materials, or any prior or subsequent course of dealing, or any trade usage, or any terms or conditions of Seller’s purchase order or other document received from Seller. This Purchase Order governs the transaction described herein exclusively from any prior or subsequent transaction. In no event shall prior trade relations or customs between the parties operate to modify, enhance, define or contradict any term contained herein.

20. SEVERABILITY. If any provision of this Purchase Order is for any reason declared to be invalid, the validity of the remaining provisions shall not be affected thereby.

21. APPLICABLE LAW. The Purchase Order shall be deemed to have been made in the State of New York (irrespective of where it may be signed by the parties) and all matters pertaining to its enforcement and interpretation shall be governed by and construed in accordance with the laws of that State and of the United States of America.  Any litigation relating to the terms of this Purchase order or to a breach thereof or relating to the underlying transactions shall be in the State of New York, which shall be the exclusive jurisdiction.

22. PARAGRAPH HEADINGS. The paragraph headings of this Purchase Order are for convenience and reference only and in no way define, limit or describe the scope or intent of this Purchase Order nor in any way affect this Purchase Order.
 

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ADDITIONAL TERMS AND CONDITIONS OF SALE

 
1. CUSTOMER. Customer is the person or entity shown on the face of this Invoice as the “Customer.”  No other person or entity may claim any rights under this invoice either through contract or as a third party beneficiary thereto.

2. BINDING AGREEMENT. Customer shall be bound by the terms of this Invoice whether or not signed by Customer unless Customer objects in writing specifying a term or terms involved. The failure of the Customer to object to the terms of the Invoice including but not limited to the identification of the materials shown on the face hereof, unit pricing, quantity or the total due, within ten (10) days after the invoice date shall be conclusively deemed to constitute acceptance by Customer of such terms. In addition to the foregoing, in the event the Customer receives this invoice prior to receipt of the materials, Customer shall be required to immediately notify Lewis Brass of any dispute or discrepancy in the identification of the materials shown on the face hereof, unit price, quantity or the total due. The acceptance by Customer of the materials without such prior notification to Lewis Brass of the dispute or discrepancy shall be considered a waiver by Customer of its claim and Customer shall be deemed to have accepted the materials in accordance with the terms of this invoice. The order covered by this Invoice may not be cancelled by Customer unless Lewis Brass consents thereto in writing.

3. PAYMENT.  Payment is due upon receipt of this Invoice unless other payment terms are specifically indicated.  A finance charge at the rate of one and one-half (1.5%) percent per month (or the highest rate permitted by law, if lower) of the invoice balance will be charged if payment is received within thirty (30) days from the due date. In the event Customer intends to resell the materials, it is agreed that payment to Lewis Brass shall not be dependent upon receipt of payment by Customer from its buyer.

4.  DELIVERY. Subject to the terms of this Invoice, Lewis Brass will use its efforts to deliver the materials in an orderly and businesslike fashion following its receipt of the same from suppliers, etc.  Unless otherwise specified on the face of this Invoice, Customer agrees to accept delivery of the materials when tendered by Lewis Brass. In those instances when Lewis Brass does not have the materials in stock, it will schedule a delivery date (the date the materials are delivered to customer) following its receipt of the materials and Customer agrees to accept the delivery of the materials when tendered by Lewis Brass.  In the event Customer requests a postponement of the delivery, Lewis Brass, at its option, may (a) require Customer to pay the balance due on the originally specified payment date or (b) utilize the materials for other customers or other purposes. In the event Customer pays the balance due as set forth in (a) above, Lewis Brass agrees to hold the materials for Customer for a period not exceeding thirty (30) days. In the event Customer does not pay the balance due as required; does not accept delivery of the materials within the thirty (30) day period after having paid for same; or Lewis Brass elects to use the materials as set forth in (b) above, then Lewis Brass, at its option, may refund the Customer any monies previously paid for the materials or reorder the materials for the Customer. Said reorder will be subject to availability and pricing schedules then in effect. However, nothing set forth above shall relieve Customer of the obligation to pay for the materials as specified in this Invoice. Any postponement of the delivery date specified by Lewis Brass at the request of Customer is an accommodation by Lewis Brass and does not relieve Customer of its obligations hereunder.  The delivery date specified by Lewis Brass may be changed by it in accordance with the other provisions of this Invoice. Notification of a change in the delivery date shall be given to Customer orally or in writing. Time of delivery is not of the essence unless specifically set forth on face of this Invoice.

5.  INSPECTION. Customer shall inspect the materials within twenty-four (24) hours after delivery.  Unless Customer gives written notice to Lewis Brass within ten (10) days from the delivery date specifying any damage or defect or other objection to the materials or shipment, it shall be conclusively presumed, as between Customer and Lewis Brass that Customer has fully inspected and acknowledged that the materials comply with all the terms, conditions and specifications of the order and that Customer is satisfied with and has accepted the materials in such condition and repair.

6. RETURNS.  No returns will be accepted without prior return authorization from Lewis Brass. All requests for returns must be made within thirty (30) days from the delivery date. Materials tendered for return (except those tendered for defects) must be in saleable condition and, in all cases, must be packed in original cartons and returned shipping prepaid to Lewis Brass accompanied by a return authorization number clearly displayed on the shipping label. Regardless of shipping terms, materials returned shall remain at the risk of Customer until actually received by Lewis Brass.

7.  WARRANTY. Materials will, at the option of Lewis Brass, be accepted for return, repair or replacement, provided Customer gives written notice of the damage, defect or other objection to the materials, to Lewis Brass within ten (10) days from the delivery date. Thereafter, Lewis Brass shall have no further obligation. Lewis Brass makes no representation that the materials are suitable for any specific use or purpose. In addition, Lewis Brass shall not be responsible for mismarkings on shipments except to the extent that the same may be returned in accordance with the warranty contained herein. Lewis Brass will be the sole judge of whether materials tendered for return are damaged or defective or whether Customer’s claim should be honored. Lewis Brass will be given a reasonable opportunity to investigate any claim.

8.  LIMITATION OF LIABILITY. Lewis Brass shall not be obligated to accept the tender of any materials for return, repair or replacement if Customer: (a) Makes or attempts to make alteration of any kind to the materials; (b) is negligent or does not use due care with regard to the materials; (c) Subjects the materials to abuse or other than ordinary use; (d) Permits any third party to do any of the foregoing; (e) Does not give notice of the existence or nature of any damage, defect or other objection to the materials within the time periods specified herein. In no event shall Lewis Brass be responsible for payment of any incidental or consequential damage, including without limitation, loss of use, property or profit; personal injury; or liability to third parties.

9. DISCLAIMER OF WARRANTIES. THE OBLIGATIONS OF LEWIS BRASS SPECIFIED IN PARAGRAPH 7 HEREOF SHALL BE THE TOTAL LIABILITY OF LEWIS BRASS HEREUNDER.  LEWIS BRASS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

10. OWNERSHIP OF MATERIALS. The materials shall remain the property of Lewis Brass until payment has been made in full (including all finance charges, if any), Lewis Brass may enter Customer’s premises while an employee of Customer is present in order to retake possession of any materials for which payment in full has not bee received.

11. MATERIALS. Lewis Brass, in its sole and absolute discretion, reserves the right to substitute comparable items for the materials itemized on the reverse side of this Invoice in accordance with industry or trade standards. The temper, surface quality and tolerances of materials shall conform to industry or trade standards, Lewis Brass may make reasonable adjustments to the quantity ordered in conformity with industry or trade practices. Quantity variations of 10% shall be acceptable. Customer may not reject materials based upon quantity variations as indicated above nor may any Customer reject materials based upon comparable substitutions or variations in temper, surface quality or tolerances in conformity with industry or trade standards.

12. FORCE MAJEURE. Lewis Brass shall not be liable to Customer for any delay or failure to perform its obligations with regard to the order covered by this Invoice or otherwise if the same arises from any cause beyond the reasonable control of Lewis Brass (whether or not similar in nature to any of those hereinafter specified), including but not limited to labor disputes, strikes, other labor or industrial disturbances, inadequate transportation facilities, delays or interruptions in transportation, currency or price fluctuation, acts of God, floods, lightning, shortages of materials, rationing, utility or communications failures, malfunctions or disturbances, earthquakes, casualty, war, acts of the Public Enemy, riots, insurrections, embargoes, blockages or actions, restrictions, regulations or orders of any government agency or subdivision thereof.

13. SHIPMENT, LOSS OR DAMAGE. Customer hereby assumes all risk of loss and damage to the materials in accordance with the terms of delivery. Unless otherwise specified on the face of this Invoice, risk of loss or damage shall pass to the Customer upon the earlier of (a) delivery of the materials to a common carrier for transportation to Customer or (b) delivery of the materials to the Customer’s facility or other location designated by Customer. The method of shipment of the materials shall be at the discretion of Lewis Brass unless otherwise specified on the face of this Invoice.

14. INDEMNIFICATION. Customer shall indemnify against and hold Lewis Brass harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorneys’ fees arising out of, connected with or resulting from Customer’s possession, use or resale of the materials. Customer shall pay Lewis Brass all costs and expenses, including attorneys’ fees incurred by Lewis Brass in exercising any of its rights or remedies hereunder or in enforcing any of the terms, conditions or provisions of this Invoice.

15. ASSIGNMENT. The Customer may not assign its rights under this Invoice without the prior written consent of Lewis Brass. Provided such consent is given, Customer agrees to remain fully liable for payment without exception until Lewis Brass is paid in full by assignee or any other source. Notice of payment will be provided by Lewis Brass within ten (10) days of its receipt.

16. TAXES AND DUTIES. In the event any taxes or duties are imposed or increased on the materials covered by this Invoice between the date hereof and the date of delivery, Customer agrees that that amount thereof shall be added to the price of the materials covered by this Invoice. Customer further agrees to pay all applicable federal, state and local taxes upon or on account of the materials covered by this Invoice.

17. NOTICES. All notices required or permitted in connection with this Invoice shall be in writing and sent by registered or certified mail, return receipt requested with proper postage affixed. Notices shall be sent to the address for the party indicated on the face of this Invoice or to such other address which the party from time to time designated in writing. Notice shall be deemed given upon receipt.

18. ENTIRE AGREEMENT. There are no representations, promises, or warranties, covenants or undertakings other than those contained in this Invoice which represents the entire understanding between the parties.

19. MODIFICATION AND WAIVER. None of the terms of this Invoice shall be deemed to be waived or modified unless in writing and signed by the party against whom waiver or modification is sought. No waiver of any of the provisions in this Invoice shall be deemed a waiver of any other provision or a continuing waiver of that provision.

20. SUPERSEDING EFFECT. This Invoice shall be deemed to supersede any agreement entered into by the parties concerning the materials, or any prior or subsequent course of dealing or any trade usage or any terms or conditions of Customer’s purchase order or other document received from Customer. This Invoice governs the transaction described herein exclusively and separately from any prior or subsequent transaction. In no event shall prior trade relations or customs between the parties operate to modify, enhance, define or contradict any term contained herein.

21. SEVERABILITY.  If any provision of this Invoice is for any reason declared to be invalid, the validity of the remaining provisions shall not be affected thereby.

22. APPLICABLE LAW.  This Invoice shall be deemed to have been made in the State of New York and all matters pertaining to its enforcement and interpretation shall be governed by and construed in accordance with the laws of that State.  Any litigation relating to the terms of this Invoice or to a breach thereof or relating to the underlying transactions shall be in the State of New York, which shall be the exclusive jurisdiction.

23. PARAGRAPH HEADINGS. The paragraph headings of this Invoice are for convenience and reference only and in no way define, limit or describe the scope or intent of this Invoice nor in any way affect this Invoice.
 

 
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Lewis Brass & Copper Company

69-60 79th Street
Middle Village, NY 11379 USA

Email
sales@lewisbrass.com

Tel
1-800-221-5579 (US Only)
1-718-894-1442 (International)

Fax
1-718-326-4032

CBSA Copper Development ESOP FMA NOMMA
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