Terms of Sale
Bramport Supply Co. (“Bramport”) offers its products conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By purchasing from Bramport from its website or otherwise, you ("you" or the "customer") agree to be bound by the following terms and conditions. Any purchase or agreement for sale between you and Bramport shall be governed by and incorporate these Terms of Sale.
Acceptance
An order, online or otherwise, will not be deemed accepted before Bramport reviews the order and notifies you that your order is accepted or in process.
Payment
Unless agreed upon otherwise, payment is due at the time of and in the manner provided at purchase, or, if applicable, as stated on the invoice. All taxes shall be the responsibility of and paid for by the customer. The purchase price listed on the website may not include any taxes until checkout.
In any action to collect an unpaid balance, the customer will pay Bramport's costs, including reasonable attorneys' fees. Bramport may also defer further shipments or offset monies owed to the customer, relating to any agreement between the parties, until all payments in default are paid. If a customer fails to make any payment to Bramport in a timely manner under any agreement between the parties, or if the customer declares bankruptcy or otherwise presents an unreasonable risk to Bramport, Bramport may accelerate any future payments owed to Bramport.
As collateral security for the full payment of the purchase price of the purchased products and all obligations of the customer under a purchase agreement or these Terms of Sale, the customer hereby pledges and grants to Bramport a lien on and security interest in and to all of the right, title and interest of the customer in, to, and under the products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under applicable law. Bramport shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the products; however, the Bramport’s failure to file any such document shall not in any way act as a waiver of Bramport’s right to such security interest.
Delivery
All shipping charges shall be the responsibility of the customer. Unless otherwise agreed upon, Bramport will ship products FOB (Free on Board) by method and carrier of Bramport’s choosing. Unless explicitly agreed upon in writing otherwise, specified shipping dates are estimates and not guarantees.
Cancellations, Modifications, and Returns
Placed orders may not be cancelled or modified, and purchased products which are not nonconforming may not be returned for a refund, except by Bramport’s express written approval, which shall be granted or withheld at Bramport’s sole discretion. If approved, the terms and manner of and dollar amounts related to cancellation, modification, or return for refund shall be at Bramport’s sole discretion, and Bramport may elect to charge restocking fees or other fees. In any case, Bramport reserves the right to inspect returned products to ensure good condition and conformity to the relevant purchase order in its records before issuing any refund.
A product is nonconforming if it is does not conform to what was advertised by Bramport, or the customer specifications, as applicable, when used for its normal, intended purpose. Any claims of nonconformity must be made within 4 (four) days after delivery, or any claims are deemed waived and forfeited. Bramport at its own discretion may ask the customer to provide whatever form of evidence of nonconformity it deems appropriate. Bramport will resolve substantiated claims of nonconformity, at its own discretion, by repairing, replacing, or refunding the purchase, at Bramport's expense, and, if applicable, after Bramport receives back nonconforming products.
These remedies are exclusive remedies of the first purchaser. Bramport is not responsible for any breakage, damage, or losses occurring after delivery to the customer. To initiate a cancellation, return, or claim, or if you have any other related questions, you may contact Bramport at orders@bramportsupply.com.
Force Majeure
Bramport shall not be responsible for any loss, delay, or non-fulfillment due to war, fire, flood, strike, labor troubles, accident, riot, epidemic, act of government authority, or other contingencies beyond Bramport's control interfering with supply, production, or order fulfillment.
Indemnification
You agree to indemnify, defend and hold harmless Bramport Supply Co. and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of (i) any negligence, misuse of product, or other action by the customer or any of its agents and assigns; (ii) your breach of these Terms of Sale or the documents they incorporate by reference; or (iii) your violation of any law or the rights of a third-party.
Disclaimer of Warranties
All of Bramport’s products are provided 'as is' and 'as available' for your use. To the fullest extent permissible by law, Bramport disclaims all representations, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no event shall Bramport be liable for: (a) non-conformity of products arising after delivery or at any time because of the activity of the customer or the customer's agents; (b) any losses by customer due to the customer's own specifications or requests; (c) expenses incurred by the customer in attempting to correct any perceived nonconformities, unless agreed upon otherwise in writing.
Limitation of Liability
In no case shall Bramport Supply Co., its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, or employees be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your purchase or use of any products purchased through the website or otherwise, or for any other claim related in any way to your purchase or use of any product. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Bramport’s liability shall be limited to the maximum extent permitted by law. In any case, Bramport's aggregate liabilities arising out of or relating to any products purchased shall not exceed the value paid by the customer for the products at issue.
Intellectual Property
A sale by Bramport of any product does not constitute a license of any of Bramport's intellectual property, including product material and information, and a customer may not use the same for purposes unrelated to the purchase and application of the products purchased.
Severability & Interpretation
In the event that any provision of these Terms of Sale is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Sale, and such determination shall not affect the validity and enforceability of any other remaining provisions. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Sale.
Bramport’s failure to exercise or enforce any right or provision of these Terms of Sale shall not constitute a waiver of such right or provision. Any ambiguities in the interpretation of these Terms of Sale shall not be construed against Bramport.
Entire Agreement
Unless expressly agreed upon otherwise in writing, these Terms of Sale and any other agreements, policies, or operating rules posted by Bramport on its website or otherwise provided to you constitutes the entire agreement and understanding between you and Bramport and govern the parties’ sales agreement, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Bramport (including, but not limited to, any prior versions of the Terms of Sale).
Governing Law
These Terms of Sale shall be governed by and construed in accordance with the laws of the State of Texas.
Changes to Terms
Bramport reserves the right, at its sole discretion, to update, change or replace any part of these Terms of Sale by posting updates and changes to Bramport’s website. It is your responsibility to check Bramport’s website periodically for changes. Your continued purchasing of products following the posting of any changes to these Terms of Sale constitutes acceptance of those changes. You can review the most current version of the Terms of Sale at any time on Bramport’s website.
Contact Information
Questions about these Terms of Sale should be sent to Bramport at orders@bramportsupply.com.