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Terms and Conditions
Terms of Agreement
The following Sale Order (SO) Terms and Conditions sets forward the agreement between BMRS, LLC (Seller) and the Buyer. The Sale Order is subject to the Buyer’s acceptance of these terms, which include any additional or different conditions. By accepting the goods listed in the Sale Order, the Buyer agrees to the terms of this agreement.
Sales Prices
The prices for goods specified in the Sale Order do not include any taxes or fees imposed by city, state, or federal authorities, including but not limited to taxes on manufacture, sales, receipts, gross income, occupation, use, or similar charges. Prices may vary depending on the location where the order is placed. Any applicable taxes will be added to the invoice as a separate charge, which the Buyer is responsible for paying. If the Buyer claims a tax exemption, they must provide the necessary supporting documents prior to delivery. All sales quotations provided by the Seller are valid for 30 calendar days from the issue date and may be terminated by the Seller at any time with notice to the Buyer.
Minimum Order
No minimum charges will apply to all orders placed by the Buyer. However, freight, expedited shipping fees, and any other shipping charges will be the responsibility of the Buyer and are additional to the price of the goods in the Sale Order.
Terms of Payment
For cash on delivery (COD) or credit card orders, payment is due at the time of shipment. Unless otherwise specified, payments for all other orders are due 30 days from the Seller’s invoice date. Payments made after this period will incur a service charge of 1.5% per month on the outstanding balance. If the Buyer fails to make timely payment, the Seller may suspend performance on any other sales orders.
For special orders requiring custom-made products, the Buyer must pay one-third of the total sale price upon placing the purchase order, another one-third at least three days before shipment, and the remaining one-third within 30 days of shipment, provided credit is approved.
Cancellations
The Buyer may not cancel or change a Sale Order without the Seller’s written consent. To request a cancellation or change, the Buyer must submit a written request to the Seller’s office. If the Seller agrees to the cancellation, the Buyer will be required to pay a percentage of the total Sale Order price based on the portion of the Sale Order that has been completed by the Seller at the time of cancellation. The buyer is responsible for the receipt and payment of the completed product prior to the cancelation or change Sales Order date.
Security Interest
To secure payment of the Seller’s invoice, the Buyer grants the Seller a security interest in all goods sold under the Sale Order, including any proceeds from those goods. The Buyer authorizes the Seller to perfect this security interest by filing a financing statement under the Uniform Commercial Code and agrees to reimburse the Seller for any fees incurred in filing the statement, which may be added to the Buyer’s invoice.
Delivery and Risk of Loss
All shipments under the Sale Order are made F.O.B. (Free on Board) from the Seller’s warehouse in Concord, NC, and/or Indianapolis, Indiana and/or Los Angeles, California. The risk of loss passes on to the Buyer at the time of shipment, regardless of the shipping method chosen by the Buyer.
Delay and Liability
The Seller will not be liable for any delay in fulfilling its obligations under the Sale Order, nor for any damages the Buyer may incur due to such delays, if the delay is caused by events beyond the Seller’s control. These events include, but are not limited to, fire, flood, accident, civil unrest, acts of God, war, governmental interference or embargo, labor strikes, material shortages, or any other unforeseen circumstances.
Conditional Sales Order
The Sale Order is contingent upon the Seller’s ability to obtain the necessary raw materials at a reasonable price. All shipments are subject to the Seller’s supply schedules and any applicable government regulations, orders, directives, or restrictions that may be in effect.
Nonconforming Goods
The Buyer must inspect all goods upon delivery and notify the Seller in writing within 10 days if any goods are nonconforming, specifying the nature of the nonconformity. The Seller has the right to repair or replace any nonconforming goods. If the Buyer fails to notify the Seller in writing within 10 days of delivery, the goods are considered accepted, and the Buyer is liable for the full Sale Order price.
Limitation of Liability
The Seller shall not be liable to the Buyer for any lost profits, economic loss, or any direct, indirect, special, consequential, incidental, or similar damage arising from any breach of this Agreement, or any obligations of the Seller under this Agreement, or the failure of the goods to perform in a specific manner.
Warranty Disclaimer
The Seller warrants that the goods supplied under the Sale Order will conform to the specified description and be free from defects in material or workmanship at the point of shipment. However, the Seller disclaims no other warranties, whether express or implied, oral or written, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are extended.
Special Orders
If the Seller manufactures goods to meet the Buyer’s specific specifications or requirements, the Buyer agrees to indemnify and hold the Seller harmless from any claims arising from the purchase, use, or sale of the special goods. This includes any related costs, attorney’s fees, expenses, or liabilities incurred by the Seller as a result.
Law and Procedure
The Sale Order, this Agreement, and the transaction described within are governed by the laws of the State of North Carolina. Any legal action related to or arising from these terms and conditions must be filed and litigated exclusively in the courts of North Carolina. The Buyer and Seller both submit to the jurisdiction and venue of the courts located in Cabarrus County, North Carolina. Furthermore, both parties waive the right to a jury trial in any action, proceeding, or counterclaim arising from the Sale Order, this Agreement, or the transaction described herein.
Remedies
If the Buyer defaults or breaches the Sale Order or this Agreement, the Seller has the right to pursue all remedies, legal or equitable, including an action to recover the total Sale Order price, along with costs of enforcement, such as attorney’s fees. If the Seller defaults or breaches the Sale Order, the Seller’s liability to the Buyer will be limited to the replacement value of the goods under the Sale Order, which will be the sole and exclusive remedy for the Buyer in such a case.
Returned Goods
The seller’s returned goods must be communicated to the Sales team for review and approval via a return goods authorization request, specifically for items that meet the criteria outlined in clause 11, and at Sellers’ discretion.
Entire Agreement
This Agreement is intended by the parties as a final expression of the terms and conditions of the Sale Order. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret, limit, or otherwise impair the operation of this agreement.
Waiver
The Seller will not be deemed to have waived any rights under this Agreement or the Sale Order unless the waiver is in writing and signed by the Seller. Any delay or omission by the Seller in exercising a right does not waive that right or any other right. A waiver of any provision of this Agreement or the Sale Order by the Seller does not affect the Seller’s right to demand strict compliance with that or any other provision in the future. Neither prior waivers nor any course of dealings between the Buyer and Seller will waive any of the Seller’s rights or the Buyer’s obligations in future transactions. If the Seller’s consent is required under this Agreement or the Sale Order, granting such consent once does not imply ongoing consent, and the Seller can grant or withhold consent at their sole discretion.
Notices
All notices under this Agreement must be in writing and will be effective when delivered, mailed (first class, postage prepaid), sent via telecopy, or received through the Internet to the address listed on the Sale Order. Either party may change their address for notices by giving formal written notice to the other party specifying the address change.
Interest and Fees
In the event of any dispute arising from the Sale Order, this Agreement, or the transaction described therein, the Seller is entitled to recover: (1) pre-judgment interest on any amount awarded at a rate of 1.5% per month, (2) all litigation expenses, including filing fees and court costs, and (3) all attorneys’ fees incurred, whether before or after the initiation of litigation.
Location of Purchase Order Terms and Conditions
BMRS maintains an updated version of the BMRS Sales Order terms and conditions in its webpage, www.bmrs.net.