BRASCO INTERNATIONAL, INC.
Brasco international, Inc. (“Brasco”) Standard Terms and Conditions of Sale
Limitation of Liability:
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR BREACH OF OBLIGATIONS OF CONFIDENTIALITY OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE,
OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THE OBLIGATIONS UNDER THIS CONTRACT. THE TERM “CONSEQUENTIAL DAMAGES”
SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL. NEITHER PARTY MAY BRING
ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF TRANSACTIONS UNDER THE CONTRACT, MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS
ACCRUED. EXCEPT FOR PERSONAL INJURY OR DEATH DUE TO BRASCO’S MISCONDUCT, the parties agree that the total damages that can be awarded in any claim by PUR-
CHASER relating to BRASCO's obligations under this CONTRACT (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE), shail not exceed the combined total of amounts paid
by PURCHASER to BRASCO under the CONTRACT. THE PARTIES EXPRESSLY AGREE THAT THE ABOVE LIMITATIONS ON LIABILITY PROVISIONS SHALL REMAIN IN FULL
FORCE AND EFFECT EVEN IF IT Is FOUND THAT PURCHASER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Cancellation. A. Purchaser may cancel an order for “Convenience” via written notice to Brasco within 5 business days from the date of receipt by Brasco of the Purchaser's signature
on the Quote or receipt by Brasco of the Purchaser's signature on the Acknowledgment and no cancellation fee shall be due Brasco. Cancellations of orders for reasons other than for
Convenience as referred to above must be in writing and agreed to in advance by Brasco. Such cancellations are subject to a cancelation charge equal to the greater of the actual
costs incurred by Brasco during the performance period or a 50% cancellation fee.
Shipping and Delivery. Brasco shail not be liable for delays or failure in performance when caused by circumstances beyond Brasco’s reasonable control. if Purchaser does not
provide shipping and routing instructions, Brasco shall be the sole judge of the best method of routing shipment. All sales of Products are F.O.B. Brasco’s plant. Risk of loss of the
Products shail transfer to Purchaser upon delivery of the Products to the common carrier.
Modifications and Delays. Brasco reserves the right to modify or change portions of this Contract should any assumptions specified be determined to be incorrect, or if new/additional
information relative to this Contract become available.
Termination by Brasco. |n addition to any other rights to terminate the Contract or suspend performance under the Contract,(A} Brasco may, upon written notice to Purchaser immedi-
ately terminate all or any part of the Contract or suspend performance under the Contract, without any liability to the Purchaser and without waiving its right to damages, (a) if Purchaser
()) repudiates, breaches, or threatens to breach any of the terms of the Contract, (ii) fails to accept or threatens not to accept Products in accordance with the Contract, (iil) fails to make
timely payment, or (b) upon the occurrence or threat of insolvency or bankruptcy of Purchaser; (B) Purchaser shall purchase and pay Brasco immediately for all unique raw materials,
work in process and finished goods under the Contract; (C) Purchaser shall reimburse Brasco for all preparation and other expenses incurred by Brasco and/or its subcontractors in
connection with the Contract ad for all other losses and cosis arising from the termination.
Lead Times. Lead time is the window of time necessary to complete an order, after the approvais process is complete. The approvals process includes satisfying Brasco's credit terms
and written approval of Brasco’s preliminary engineering drawings. Once all approvals are complete, the lead time begins, wherein detailed engineering paperwork is completed,
stamped caiculations are ordered, material is purchased, and the order is fabricated. For orders that endure a lengthy approvais process, lead times may shift between the time the
order was placed and approved. Additionally, third party lead times and availability can directly impact Brasco’s lead fimes, therefore Brasco shall not be liable for any damages (actual
or liquidated) caused by acts outside of its control that arise from third party suppliers.
Change Orders. Design, material, finish and quantity changes by the Purchaser to an order after preliminary engineering approval drawings are provided by Brasco are subject to a
Change Order fee. Fees include a minimum administrative fee of $105.00, with relevant material cost and additional labor fees applied.
Purchaser Approvals. In accordance with the terms of this Contract, Purchaser agrees to timely execute and return to Brasco an approval of each set of drawings provided to Purchas-
er by Brasco including, but not limited to, Preliminary Elevation Drawings and Detailed Engineering Drawings. Failure by the Purchaser to timely execute and return fo Brasco an ap-
proval of drawings provided by Brasco negatively effects lead time of the order and if same occurs, Brasco in ifs sole discretion shall have the unilateral right to increase the lead time to
complete and deliver the order to the Purchaser or terminate the Coniract.
Rejections and Returns. Purchaser will be deemed fo have inspected and accepted all delivered Products unless written netice of rejection specifying the basis therefore in reasona-
ble detail, is provided to Brasco within 10 days after delivery. Purchaser may not return Products that are not timely rejected without Brasco’s prior written approval.
Taxes. A 6% Sales iax will be billed to Michigan businesses, entities and municipalities as applicable under Michigan State law. If your business is tax exempt, please provide a Sales
Tax-Exempt Certificate. Sales tax will not be billed to businesses, entities and municipalities outside the jurisdiction of the State of Michigan and is the sole responsibility of said entity to
pay within its respective jurisdiction where applicable.
Governing Law, Jurisdiction and Venue. The Contract shail be governed by and construed in accordance with the laws of the State of Michigan without reference fo the choice of
law principles thereof. Each party irrevocably submits to the jurisdiction of the Courts of the State of Michigan and the United States District Court for the Eastem District of Michigan
and hereby waives, fo the fullest extent it may effectively do so, the defense of an inconvenient forum fo the maintenance of such action or proceeding.
Severability. If any provision of this Agreement is or becomes illegal, void or invalid, that shall not affect the legality and validity of the other provisions.
© 2018 Brasco Intemational, Inc. All Rights Reserved
