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These Terms and Conditions incorporate and govern any purchase order or contract for the purchase of materials or products, or agreement for services or processes related to materials (any such purchase order, contract, or agreement referred to herein as an “Agreement”) submitted by Bramport Supply Co. (“Bramport”) to a supplier of materials, products, services, or processes (“Supplier”). Unless agreed upon otherwise in writing, acceptance of any Agreement by Supplier when or after Supplier has at any point received these Terms and Conditions shall also constitute full acceptance of these Terms and Conditions as to such Agreement.

1. PERFORMANCE & PAYMENT. A statement of acceptance, commencement of performance, or any other industry-standard implication of acceptance, constitutes Supplier’s acceptance of an Agreement. If Supplier accepts an Agreement, it shall fulfill all the terms thereof. Nonconformity with an Agreement, including as to quantity, quality, suitability, specifications, requirements, attachment of required certificates, time/manner of delivery, etc., constitutes breach of the Agreement.

If agreed upon by Bramport and Supplier, Bramport may offset any cost or loss of value owing to a breach by deducting the loss from the invoiced payment or receiving a refund from Supplier. Otherwise, Bramport may elect in writing to Supplier to reject all or any part of the materials, products, processes, or services, and deduct the same plus any costs and losses from the invoice, or receive it back by refund. Supplier will have seven business days to collect any rejected items at its own expense, or the rejected items will be deemed to have been forfeited by Supplier. Any fees for disposal paid by Bramport will be reimbursed by Supplier. If applicable, Supplier will also be monetarily responsible to Bramport for any damage to or waste of Bramport’s property in its possession or arising from its activity or performance. Without liability to Supplier, Bramport may deduct from any amounts due to Supplier any amounts owed to Bramport or Bramport’s affiliates by Supplier or Supplier’s affiliates under any Agreement or otherwise.

Time is of the essence with any Agreement. The price set in an Agreement may not be increased except by written agreement. Invoices for performance under an Agreement must be received by Bramport within three months of completed performance or will be deemed to have been expired and forfeited.  

2. DELIVERY & ACCEPTANCE. Supplier shall ensure that all shipments include an order number, statement of quantity, description of items, and Supplier’s lot number. Supplier shall handle, pack, and package items in conformance with an Agreement and with good commercial practice. Unless agreed upon otherwise in an Agreement, delivery is to be made FOB (Free on Board) to the place indicated in the Agreement or otherwise agreed upon by the parties. 

All materials, products, processes, or services are subject to inspection upon delivery to Bramport, including by batch sampling, which shall be a legitimate method of ensuring conformity. Bramport’s receipt of or payment for materials, products, processes, or services; sale of goods associated with provided materials, products, processes, or services; or use of any remedy under an Agreement or these Terms and Conditions, does not imply Bramport’s acceptance or agreement of conformity with an Agreement or any waiver of right or warranty arising from any agreement or right of law.

3. QUALITY & MISCELLANEOUS. Supplier warrants that the materials, products, processes, or services rendered are new and free from defects in workmanship, material, manufacture, and design; merchantable and suitable for the purposes for which Bramport pursued them; not counterfeit or made with counterfeit parts; free and clear of any lien, claim, encumbrance, or other restriction; and not infringing on any party’s intellectual property. The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, and payment by Bramport. These warranties shall run to Bramport’s assigns, customers, and users of its products.

Supplier will not transfer or assign an Agreement to or otherwise arrange for its performance by a third party, in whole or in part, without Bramport’s prior explicit written consent, which shall not be unreasonably withheld. Supplier shall apply appropriate controls to their direct and sub-tier external Suppliers, to ensure that requirements are met. Supplier shall comply with all relevant laws and regulations and represents that persons performing or lending to performance under an Agreement do the same and are competent on the basis of appropriate education, training, or experience. Supplier shall keep any of Bramport’s property in its possession free from damage, contamination, and lien, bankruptcy claim, or any other claim by law or a third party. Supplier shall retain and maintain records for ten years, ensuring that records are legible, identifiable, retrievable, and ultimately disposed of according to industry standards. Bramport monitors Suppliers’ performance including relating to delivery, quality, and conformance to Agreements, according to ISO 9001 and AS9100 standards. Supplier will notify Bramport of nonconforming processes, products, or services, and obtain approval for their disposition. It will also notify Bramport of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain Bramport’s approval. Bramport, their customer, and regulatory authorities have right of access to Supplier’s applicable areas of facilities and to applicable documented information, at any level of the supply chain. Supplier will ensure that its persons are aware of their contribution to product or service conformity and safety and the importance of ethical behavior.

4. INDEMNIFICATION. Supplier will fully indemnify, defend, and hold Bramport harmless from and against any and all demands, damages, losses, liabilities, costs, or expenses (including settlement costs and attorneys’ fees) arising out of or related to: (a) Intellectual property claims; (b) Supplier’s negligence, failure to perform obligations, or any nonconformity to an Agreement including hidden defects, including but not limited to such damages claimed by third parties such as subsequent purchasers of Supplier’s materials, products, processes, or services; (c) Supplier’s subcontractors, materialmen, sellers, employees or agents; (d) Supplier’s violation of law, regulation, or order; or (e) any other fault or omission of Supplier in performing the Agreement.

5. TERMINATION. If Bramport gives written notice of termination of an Agreement for any reason, Supplier will not be paid for any costs incurred after such notice, or any costs which Supplier mitigated or could have mitigated. Bramport may terminate an Agreement for cause in writing, and, if applicable, be refunded or entitled to the immediate return of its property in the possession of Supplier, if (a) Supplier materially defaults on any Agreement between the parties; (b) Supplier files for bankruptcy or is declared bankrupt, or is insolvent; (c) if a force majeure remains claimed for longer than one month; or (d) if Supplier communicates or behaves in such a way that Bramport’s confidence in Supplier’s ability to perform under the Agreement is disturbed AND Supplier cannot immediately fulfill its obligations or give assurance adequate for Bramport of its ability to fulfill. 

6. CONFIDENTIALITY. Any instrumentation or agreement between the parties, as well as any data, specifications, drawings, technology, or other information, materials, or intellectual property which are owned by or confidential to Bramport, and all of Supplier’s information derived from or incorporating any of the foregoing, shall be maintained by Supplier as confidential using reasonable care according to industry standards, and shall be used only for the purposes of performing under an agreement between the parties. Supplier shall not use Bramport’s name, logo, or other trademarks except by Bramport’s written approval. All data, specifications, drawings, certificates, etc., and other instrumentation and information related to the features of the materials, products, processes, or services provided to Bramport may be used commercially by Bramport without restriction. If the parties have executed a Non-Disclosure Agreement or other agreement relating to the subject matter of this paragraph, that agreement shall govern where it conflicts herewith.

7. INTERPRETATION & ENFORCEABILITY. If any provision of these Terms and Conditions or any Agreement between the parties are found to be unenforceable under law, such provision shall be severed without affecting the remainder of the terms. All matters arising out of or related to any Agreement and these Terms and Conditions shall be governed by and constructed in accordance with the laws of the State of Texas. These terms and conditions supersede, where they conflict, any agreement between the parties made prior to or contemporaneously with the first acceptance and application of these terms. Any agreement between the parties made subsequent to the first acceptance and application of these terms and conditions will supersede these terms and conditions where they conflict.