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Terms and Conditions
BRYANT FUEL SYSTEMS’ TERMS AND CONDITIONS OF SALE
THE CUSTOMER
“Customer’ means any person at whose request BRYANT FUEL SYSTEMS conducts business or provides advice, information or services to.
The Customer warrants that any description, specifications or particulars of any project are full and accurate. Unless stated in writing, advice and information furnished to the Customer by BRYANT FUEL SYSTEMS is provided gratuitously and without liability.
The Customer warrants that they are either the Owner or the authorized Agent of the Owner. The Customer also warrants that they accept these Conditions not only for themselves but also as Agent for and on behalf of the Owner.
ADVICE AND INFORMATION
All statements, technical information, and recommendations concerning products sold by BRYANT FUEL SYSTEMS are based upon experiences believed to be reliable but do not constitute a guarantee or warranty.
Advice and information, in whatever form it may be given, is provided by BRYANT FUEL SYSTEMS for the Customer only. (Nondisclosure agreement terms here.) The Customer shall indemnify and hold harmless BRYANT FUEL SYSTEMS against any liability, claims, loss, damage, costs or expenses arising out of any other persons relying upon such advice or information.
PRODUCT SUITABILITY
All products are sold with the understanding that the Customer has independently determined the suitability of such products for its purposes.
Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While BRYANT FUEL SYSTEMS attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used.
Before purchase and use of a product, please review the product application, any applicable national and local codes and regulations and be sure that the product, installation and use will comply with them.
COMPLIANCE
The Customer is solely responsible for compliance with all applicable federal, state and local laws, ordinances, regulations, rules and standards relating to the installation, maintenance, use and operation of BRYANT FUEL SYSTEMS products.
PRICE POLICY
Prices quoted are good for a period of 30 days and are FOB BRYANT FUEL SYSTEMS factory in Bakersfield, California. Unless specified in writing by BRYANT FUEL SYSTEMS, no other products, features or benefits are included outside quoted prices. BRYANT FUEL SYSTEMS reserves the right to change prices without notice at any time prior to order confirmation.
Taxes - All sales, use, excise and other taxes applicable to a sale shall be paid by the Customer unless appropriate exemption certificates have been submitted to BRYANT FUEL SYSTEMS.
DEPOSITS, PAYMENTS, CHARGES, LIENS AND INVOICING
BRYANT FUEL SYSTEMS may require a deposit payment upon the placement of an order. Invoicing may also occur at periodic intervals as agreed between the parties and described in writing. These events may include (a) a deposit to initiate construction; (b) the completion of an agreed upon performance milestone; and, (c) the approximate time of removal of the goods from BRYANT FUEL SYSTEMS’s custody or control.
Credit Terms are at BRYANT FUEL SYSTEMS’s discretion and BRYANT FUEL SYSTEMS may extend credit terms to accredited Customers. Credit may be established upon completion and review of a credit application and acceptance of satisfactory trade references. Subject to the following provision regarding the purchase of custom product, accredited buyers will be extended NET-30 terms commencing upon issuance of our invoice. If timely payment is not made, the Customer shall be liable for 1-1/2% monthly interest charges and reasonable collection costs, including attorney fees. BRYANT FUEL SYSTEMS reserves the right to change credit terms at any time without prior notice.
BRYANT FUEL SYSTEMS’ invoices shall be payable free of any deductions. (Credit memos will be issued…) The net amount of invoice is payable in full within 30 days following date of invoice. Invoices paid within 10 days of invoice subject to 1% discount. Invoices not paid within 30 days of due date shall thereafter bear monthly service charges at the rate of 1 ½ % per month on the unpaid balance until paid. Interest on amounts due and unpaid shall be payable from the date when payment of such amounts fell due and shall be calculated at the rate of 1 ½ % for each calendar month during all or part of which a payment is overdue. Further, BRYANT FUEL SYSTEMS shall have on the Goods a particular lien, as well as a general lien entitling it to retain the goods as security for payment of all sums due from the Customer on any account (relating to the goods or not). Storage charges shall accrue on any goods detained under lien.
MODIFICATION OF TERMS
BRYANT FUEL SYSTEMS’ acceptance of any order is subject to the Customer's assent to all of the terms and conditions set forth in BRYANT FUEL SYSTEMS’ acknowledgment, and Customer's assent to these terms and conditions shall be presumed from Customer's receipt of Bryant Fuel Systems’ acknowledgment, or from Customer's acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon Bryant Fuel Systems unless agreed to by Bryant Fuel Systems in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in Bryant Fuel Systems’ acknowledgment, Bryant Fuel Systems’ acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by Bryant Fuel Systems of any of the terms and conditions contained in Bryant Fuel Systems’ acknowledgment.
TERMS FOR CUSTOM PRODUCTS
BRYANT FUEL SYSTEMS may require as much as a 50% deposit payment to initiate an order for any product that is considered by BRYANT FUEL SYSTEMS, in its sole discretion, to be custom. Custom products shall include, but not be limited to, products that require significant design work or products that are designed by the Customer.
ORDERS
All orders must be in writing and should be addressed and delivered directly to BRYANT FUEL SYSTEMS at 1300 32nd Street, Bakersfield, California 93301 or faxed to BRYANT FUEL SYSTEMS at (661) 327-3790, or emailed to a BRYANT FUEL SYSTEMS sales representative (info@bryantfuelsystems.com).
Orders are subject to the terms and conditions set forth herein which supersede all previous terms and conditions and any prior and/or contemporaneous agreements or correspondence regarding the sale.
BRYANT FUEL SYSTEMS hereby gives notice of its objection to any different or additional terms and conditions. An order is not binding on BRYANT FUEL SYSTEMS until the Customer has received BRYANT FUEL System’s formal order confirmation and such orders may not be modified except upon the issuance by BRYANT FUEL SYSTEMS of a revised order confirmation.
Terms set forth in the order confirmation shall control in the event of a conflict between the terms set forth in the order confirmation and those terms set forth herein. Any sale is expressly conditional upon Customer’s assent to the terms and conditions set forth herein.
ACCEPTANCE
All orders are subject to acceptance by BRYANT FUEL SYSTEMS’ General Manager or his duly appointed representative.
CHANGE ORDERS OR CANCELLATIONS
Changes or cancellations to a confirmed order will be accepted at the sole discretion of BRYANT FUEL SYSTEMS and are valid only if confirmed by BRYANT FUEL SYSTEMS in writing. Cancellations or changes may be subject to handling charges upon review of the circumstances. In most instances, changes or cancellations will not be accepted after 5 days from the date of the issuance of BRYANT FUEL System’s order confirmation in respect of custom product. Orders cannot be cancelled except upon terms that will fully compensate BRYANT FUEL SYSTEMS against loss. In no event will cancellations be accepted when manufacturing of any custom product has commenced.
BREACH OF CONTRACT
If there is a breach of contract by the Customer, the Customer will indemnify BRYANT FUEL SYSTEMS against any loss or damage it suffers which is related to the breach, and will pay all costs and expenses (including professional fees) incurred in, and BRYANT FUEL SYSTEMS’s reasonable charges for, dealing with the breach and its consequences. The Customer will pay an extra storage charge the amount of which shall be the ordinary and customary charge assessed to other Customers at the time of the breach. If BRYANT FUEL SYSTEMS suspects a breach of warranty it may demand the immediate removal of any goods held for the Customer, or itself arrange their removal without notice, at the Customer’s expense.
CUSTOMER'S OWN MATERIALS
Customer’s Own Material pricing will not include labor costs for installation. A time and additional material charge will apply when working with the Customer’s Own Material and BRYANT FUEL SYSTEMS shall, from time to time, supply the Customer with ongoing cost information regarding the project. BRYANT FUEL SYSTEMS reserves the right to reject any materials if, in BRYANT FUEL SYSTEM’s sole judgment, it is deemed to be unsuitable for use on a BRYANT FUEL SYSTEMS product. BRYANT FUEL SYSTEMS reserves the right to use its own judgment regarding any equipment or materials supplied by a Customer.
COMPLETE AGREEMENT
The terms and conditions in Bryant Fuel Systems’ forms, acknowledgments, quotations, invoices, website, and terms and conditions are incorporated herein by reference, and constitute the entire and exclusive agreement between the Customer and Bryant Fuel Systems.
Prices quoted are F.O.B. our plant in Bakersfield, CA. All prices are subject to change without prior notice. Freight rates are based on actual incurred freight costs. Orders calling for future delivery shall be billed at prices in effect on the shipping date.
The net amount of invoice is payable in full within 30 days following date of invoice. Invoices paid within 10 days of invoice subject to 1% discount. Invoices not paid within 30 days of due date shall thereafter bear monthly service charges at the rate of 1 1/2% per month on the unpaid balance until paid.
If, in Bryant Fuel System’s opinion the CUSTOMER’s financial condition does not justify continuance of production or shipment on the terms of payment specified, BRYANT FUEL SYSTEMS may require payment in advance.
The amount of any present or future federal, state, local or other taxes applicable to the sale of products listed herein shall be added to the price and paid by the CUSTOMER unless the CUSTOMER provides Bryant Fuel Systems with a valid exemption certificate acceptable to Bryant Fuel Systems and the appropriate taxing authority.
LIMITED WARRANTY
BRYANT FUEL SYSTEMS warrants its products to be free from defects in material and workmanship. Should any failure to conform to this warranty appear within one year after the initial date of shipment, BRYANT FUEL SYSTEMS shall, upon notification thereof and substantiation that the products have been used in accordance with BRYANT FUEL System’s standards, correct such defaults by suitable repair or replacement without charge at Bryant Fuel System’s plant or at the location of the product (at BRYANT FUEL System’s election).
However, if BRYANT FUEL SYSTEMS determines that repair or replacement is not commercially practical, BRYANT FUEL SYSTEMS shall issue a credit in favor of CUSTOMER in an amount not to exceed the purchase price of the products.
All products sold are warranted to Customers only for uses intended by original design intent unless otherwise stated.
PROMPT DISPOSITION
BRYANT FUEL SYSTEMS will make a good faith effort for prompt correction or other adjustment with respect to any product which proves to be defective within warranty period.
CLAIMS
Any claim by the Customer arising in respect of any product or service provided for the Customer or which BRYANT FUEL SYSTEMS has undertaken to provide shall be made in writing and notified to BRYANT FUEL SYSTEMS within 14 days of the date upon which the Customer became or should have become aware of any event or occurrence alleged to give rise to such claim. Any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred except where the Customer can show that it was impossible for him to comply with this time limit and that he has made the claim as soon as it was reasonably possible for him to do so.
WARRANTY DISCLAIMER
No warranty or affirmation of fact, express or implied, other than as set forth in the limited warranty statement above is made or authorized by Bryant fuel systems. Bryant fuel systems disclaims any liability for product defect claims that are due to product misuse, improper product selection or misapplication, and any description does not express or imply a warranty that the products are fit for a particular purpose.
LIMITATION OF LIABILITY
BRYANT FUEL SYSTEMS shall perform its duties with a reasonable degree of care, diligence, skill and judgment. Except under special arrangements previously made in writing BRYANT FUEL SYSTEMS accepts no responsibility for the receipt of raw materials necessary for manufacture of finished goods. BRYANT FUEL SYSTEMS shall be relieved of liability for any loss or damage if and to the extent that such loss or damage is caused by: strike, lock-out, stoppage or restraint of labor, the consequences of which BRYANT FUEL SYSTEMS is unable to avoid by the exercise of reasonable diligence; any cause or event which BRYANT FUEL SYSTEMS is unable to avoid and the consequences whereof BRYANT FUEL SYSTEMS is unable to prevent by the exercise of reasonable diligence.
In no event shall BRYANT FUEL SYSTEMS be liable for any incidental or consequential damages, including but not limited to, loss of profit, loss of use or production or loss of capital. The remedies of CUSTOMER set forth herein are exclusive and the total liability of BRYANT FUEL SYSTEMS with respect to any contract, or anything done in connection therewith such as the performance of breach hereof, or from the manufacture, sale, delivery, resale, installation or use of any products whether arising out of contract, negligence, strict tort, or under any warranty, or otherwise, shall not exceed the purchase price of the products upon which liability is based.
FORCE MAJEURE
BRYANT FUEL SYSTEMS shall not be liable for any loss, damage, delay, changes in shipment schedules, or failure to deliver caused by accident, fires, strikes, riots, civil commotion, insurrection, war, the elements, embargoes, failure of carriers, inability to obtain transportation facilities, government requirements, acts of God or public enemy, prior orders from Customers or limitations on BRYANT FUEL System’s or its suppliers’ production activities or any other causes or contingencies beyond BRYANT FUEL System’s reasonable control. BRYANT FUEL SYSTEMS shall in no event be liable for any consequential damages.
FREIGHT TERMS AND CONDITIONS
BRYANT FUEL SYSTEMS Prepays the freight charges and adds these to the CUSTOMER’s invoice. The CUSTOMER - Bears any and all freight charges. The CUSTOMER - Owns goods in transit.
BRYANT FUEL SYSTEMS reserves to itself the right to specify the means, route and procedure to be followed in the handling, storage and transportation of goods. BRYANT FUEL SYSTEMS shall attempt to ship within the time specified on BRYANT FUEL System’s Sales Order, if indicated, and, if not then within a reasonable time. The CUSTOMER acknowledges that no claim may be made for delays in shipment where CUSTOMER accepts the products. Unless specified in BRYANT FUEL System’s Sales Order, freight charges shall be prepaid and billed. If CUSTOMER specifies a carrier that is not a BRYANT FUEL SYSTEMS approved carrier, the shipment can be made on a “Freight Collect” basis.
TITLE AND RISK OF LOSS
All prices are F.O.B. Bakersfield, California (Shipping Point). Title and risk of loss for all products shall pass to CUSTOMER upon delivery by BRYANT FUEL SYSTEMS to the common carrier, regardless of freight terms or method of payment for transportation charges. The CUSTOMER is responsible for filing all loss or damage claims with the carrier.
TRANSIT DAMAGE CLAIM PROCEDURE
“F.O.B. Shipping Point” is our term of sale. Therefore, once the material leaves our shipping dock, it becomes the property of the CUSTOMER. It is the responsibility of the CUSTOMER to receive the entire shipment as tendered and enter a claim with the carrier if any portion is missing or damaged upon delivery. If there is any loss or damage at the time of delivery, it is essential to note on the delivery receipt. Within 15 days of receipt of the shipment, any concealed damage should be reported to the delivering carrier. Contact your Sales Representative or call (661) 334-5462 if the CUSTOMER, for any reason, encounters difficulty obtaining payment of a valid claim from a carrier.
STORAGE
No Insurance will be effected except upon express instructions given in writing by the Customer. All Insurances effected by BRYANT FUEL SYSTEMS are subject to the usual exceptions and conditions of the Policies of the Insurance Company or Underwriters taking the risk. Unless otherwise agreed in writing, BRYANT FUEL SYSTEMS shall not be under any obligation to effect a separate Insurance on each shipment. However, BRYANT FUEL SYSTEMS may declare it on any open or general Policy held by BRYANT FUEL SYSTEMS. Insofar as BRYANT FUEL SYSTEMS agrees to arrange Insurance, BRYANT FUEL SYSTEMS acts solely as Agent for the Customer using its best efforts to arrange such Insurance and does so subject to the limits of liability contained herein.
SEVERABILITY
Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain in full force and effect.
CHOICE OF LAW
All contracts shall be governed by and construed in accordance with the laws of the State of California.
