ACCEPTANCE/AGREEMENT: Buyer’s acceptance of delivery of the products and/or services sold by Seller, as reflected on this Invoice, shall be deemed as Buyer’s express agreement to the Contractual Terms and Conditions stated herein. Seller’s failure to enforce any individual term(s) or condition(s) shall not serve as a waiver of Seller’s rights to enforce others.
PRICING & PAYMENT TERMS: Orders are invoiced based upon prices in effect at the time of shipment unless otherwise noted, in writing. When applicable, and if reflected on the Invoice, cash discounts for early payment terms may be allowed; however, discounts may not be taken if there are older invoice amounts that are past due. Cash discounts may not be taken on the sales tax portion of the Invoice. Buyer hereby agrees to pay a finance charge of 1.25% per month (15% per annum), calculated on a daily basis, for every day the amount is past due and outstanding. Payments received from Buyer will be applied first to any outstanding finance charges due, then to the oldest outstanding Invoice amounts. Buyer will be charged a service charge of $35 for any checks that are returned for insufficient funds. Buyer must report any damaged goods, shortages/overages, and related billing discrepancies within 72 hours after receipt of goods. Corrections required as a result of clerical errors and/or other errors or omissions on Invoices and Statements are subject to review and correction so long as such requests are made within 90-days from date of original Invoice. No corrections or changes of any type will be considered after 90-days from date of original Invoice.
CREDIT & INDEBTEDNESS: A Credit Application must be completed and approved by Seller in order for credit to be granted. Seller is not obligated to extend or to continue to extend credit to any Buyer. Should Buyer’s payment performance be unsatisfactory, Seller may require cash payments or some other form of collateral or security. The parties hereby agree that the account balance reflected on the Seller’s ledger shall serve as conclusive evidence of Buyer’s indebtedness to Seller. In the event Buyer’s past due account is referred for collection, Buyer shall be liable for cost of suit plus attorney’s fees up to 25% of the total amount due to Seller, in addition to the amount due.
TAXES: Seller is responsible for collecting sales tax and will add sales tax to all taxable merchandise and services unless Buyer provides Seller with evidence of its Exemption from Sales Tax, in a form acceptable to taxing authorities.
USE, UNLOADING, STORAGE AND HANDLING: Buyer assumes sole responsibility and liability for compliance with all applicable Federal, State, Municipal and Local Regulations governing Buyer’s loading or unloading, storage, handling, and/or use of all products purchased or supplied by Seller under this Invoice.
PRODUCT SAMPLING, TESTING & CLAIMS: Buyer may sample bulk product so long as sampling is: performed in the presence of Seller’s employee or representative; done prior to delivery; and by using an official probe, drawing samples from at least 6 different locations on the truckload, then thoroughly mixing the samples to provide a composite sample. Buyer shall provide one-half of the composite sample to Seller’s employee or representative. Samples must be submitted for analysis to a licensed, independent laboratory. Buyer’s receipt of product shall be an unqualified acceptance of such products and a waiver by Buyer of any and all claims with respect to such products, unless Buyer provides Seller with written notice of any claim within fourteen (14) days of receipt of product. In any event, Seller’s liability shall be strictly limited to either replacement of product, or to a refund for any product that is returned to Buyer.
DELAYS, TRANSFER OF TITLE & RISK OF LOSS: Seller is not responsible for any delay in the performance of orders or contracts, or in the delivery or shipment of products, or for any damages suffered by Buyer by reason of such delays, whether or not based on negligence, when such delay is directly or indirectly caused by or in any manner arises from fires, floods, drought, or accidents, civil unrest, acts of God, acts of Buyer, war, governmental regulations or priorities, strikes, labor difficulties or shortages of labor, fuel power, materials or supplies, transportation delays, unfavorable weather, equipment breakdowns, or any other cause(s) whether similar in nature to any of these specified causes or not, which are beyond Seller’s control. In the event of such delays, or only partial deliveries, Buyer will pay for products actually delivered even if Seller is unable to provide all of the products ordered. It is hereby agreed that title to product(s) shall transfer only upon receipt of payment in full by Seller. Risk of Loss to Buyer shall be F.O.B. point of shipment even if freight is prepaid or allowed to destination by Seller. When Seller delivers goods to Buyer, risk of loss transfers to Buyer at time and point of delivery.
HOLD HARMLESS AND RELEASE OF LIABILITY: BUYER AFFIRMS THAT SELLER HAS MADE NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF SELLER’S PRODUCTS OR SERVICES. BUYER AGREES TO HOLD SELLER HARMLESS FROM ANY LIABILITY FOR PERSONAL INJURY, INJURY TO BIRDS, ANIMALS OR LIVESTOCK, CROP INJURY, INEFFECTIVENESS, OR ANY OTHER UNINTENDED CONSEQUENCES. BUYER ASSUMES ALL RISK AND LIABILITY WITH RESPECT TO THE USE OF PRODUCTS PURCHASED, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER MATERIALS. BUYER’S EXCLUSIVE AND SOLE REMEDY FOR ANY ISSUES OR LIABILITY ARISING FROM THE USE OR SALE OF SELLER’S PRODUCTS AND/OR SERVICES IS REPLACEMENT OR REFUND. SELLER SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, DAMAGE TO OR LOSS OF PROPERTY OTHER THAN THE PRODUCT ITSELF, LOSS OF PROFITS OR INCOME, LOSS OF SALES, LOSS OF GOOD WILL, AND/OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGE OR ECONOMIC LOSS. IT IS EXPRESSLY AGREED AND ACKNOWLEDGED THAT NO AGENT, EMPLOYEE, OWNER, OFFICER, REPRESENTATIVE OR SALESPERSON OF SELLER IS AUTHORIZED TO ALTER OR VARY THE TERMS HEREOF OR TO MAKE ANY REPRESENTATIONS, AGREEMENTS OR WARRANTIES AT VARIANCE WITH THE STATED TERMS AND CONDITIONS.
GOVERNING LAWS: This Contract shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. Buyer may not assign or transfer its rights or delegate its performance hereunder without prior written consent of Seller. In the event of any discrepancies regarding any Terms and Conditions associated with the Sale of product or services referenced in this Invoice, or should there be any conflict regarding interpretation, this document shall prevail.
SUPPLEMENTAL TERMS AND CONDITIONS to the F. M. Brown’s Sons, Inc.
“TERMS AND CONDITIONS OF SALE AND IMPORTANT LEGAL DISCLOSURES”
for Brown’s Pet Foods a Division of F. M. Brown’s Sons, Inc.
Revised April 13, 2020
In addition to the F. M. Brown’s Sons, Inc. company-wide “Terms and Conditions of Sale and Important Legal Disclosures” which are printed on the reverse side of our Invoice forms and which are posted on our website, the following Supplemental Terms and Conditions shall apply to all transactions between Brown’s Pet Foods, a Division of F. M. Brown’s Sons, Inc., and its customers, unless Brown’s Pet Foods has specifically agreed, in advance and in writing, to alternate terms and conditions. By doing business with Brown’s Pet Foods, all customers acknowledge that they have read, understood and agree with both our referenced company-wide “Terms and Conditions of Sale and Important Legal Disclosures” and the following Supplemental Terms and Conditions:
1.) Private Label Products: All private label products are made to order for a specific customer, upon that customer’s request. Once production has begun, in the event a customer desires to
modify or cancel an order, the customer shall be responsible for all costs incurred by Brown’s Pet Foods prior to receipt of the cancellation or change request.
2.) Electronic Communications: From time to time, Brown’s Pet Foods and its Customers may elect to conduct business transactions via electronic exchanges. These exchanges shall be treated the
same as hard copy transactions. Upon receipt of an electronic order, Brown’s Pet Foods may accept the offer via an electronic acknowledgement or by simply shipping the goods as requested in
the electronic order.
3.) Defects and/or Discrepancies: Customer shall inspect all goods immediately upon receipt and notify us of any defects (i.e., damaged goods, shortages, non-conformity, or other discrepancies)
within 72 hours of receipt. Customer shall, upon request, provide reasonable proof of any alleged defect. Once we have investigated the claim and verified the defect, we will provide a return
authorization. A return authorization must be provided by Brown’s Pet Foods in order for a customer to receive a refund or replacement of goods. In the event the defect was not discoverable
upon receipt and within the specified 72 hour period, the Customer shall have 72 hours from the time the defect was discovered, but not longer than 90-days after receipt of goods, to report the
issue.
4.) Time Limitation: No refunds, replacements, pricing adjustments related to audits, clerical errors, or any errors/defects of any nature whatsoever will be considered, regardless of the alleged
circumstances, unless a Customer makes such a request or claim prior to 90 days following the documented delivery date. There shall be no exceptions.
5.) Prices: Prices are subject to change based upon ingredient, production and other cost increases. Customers will be notified when price changes are required.
6.) Late Payment Penalties: In the event a customer does not remit payment in accordance with the agreed upon terms, a late penalty shall be assessed. Additionally, Brown’s Pet Foods reserves
the right to suspend supplying product to a customer until the account is paid current and in full.
7.) Back Orders: To avoid confusion and billing discrepancies, we only Invoice customers for items actually shipped. When items are unavailable or short-shipped, we do not generate a back
order. Customers must re-order with a new Purchase Order.
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