Terms & Conditions

  1. ACCEPTANCE OF TERMS AND CONDITIONS.  This quotation, acceptance of your order or the delivery of the goods described on the reverse side hereof, is subject to the terms and conditions stated herein, all of which are accepted by buyer; it supersedes buyer’s purchase order or other written document, if any.  The terms and conditions stated herein shall become a contract either (a) when it is signed and delivered by buyer to seller and accepted in writing by seller; or (b) at seller’s option, when buyer shall have given to seller specifications, delivery dates, shipping instructions or instructions to bill or other instructions as to all or any part of the goods described on the reverse side hereof; or (c) when buyer has received delivery of whole or any part of the goods described on the reverse side hereof; or (d) when buyer has otherwise assented to the terms and conditions hereof.  Buyer is hereby notified of Seller’s objection of any terms of the buyer’s purchase order or other written document, if any that conflict with the terms set forth herein.

  2. EXCLUSION OF WARRANTIES.   Except for the warranty of title, NO WARRANTY OF MERCHANTABILITY, FITNESS OR OTHER WARRANTY (WHETHER EXPRESSED OR IMPLIED) IS MADE BY THE SELLER.  Seller shall not be responsible or liable for the design, application, suitability, use or life of any item.  Seller is not in any way responsible for any tooling or patterns furnished to seller by buyer. 

  3. PRICE AND DELIVERY.  All sales shall be made F.O.B. Seller’s Plant, Duluth, Minnesota.  In addition to the quote price, buyer shall be responsible for all shipping, handling charges, and taxes.  Even if the goods are shipped to the order of seller, they are at the risk of the buyer from and after delivery to the carrier and buyer assumes all responsibility for shortage, loss, delay or damage in transit on issuance to seller by the carrier of a bill of lading.

  4.  QUOTATIONS.  Seller shall not be held responsible for errors in verbal quotations of price or specifications on orders taken orally.

  5. PAYMENT TERMS.  Unless otherwise agreed to, payment terms are Net 30 days from date of invoice.

  6. PATENTS/INTELLECTUAL PROPERTY.  Buyer agrees to indemnify seller and hold seller harmless from all legal expenses that may be incurred as well as damages and costs that may finally be assessed against seller in any action for infringement of any United States Letters Patent or, in any other action any similar claim by any item manufactured in accordance with designs or specifications proposed by buyer.

  7. CLAIMS.  All claims regarding errors made in weight or quantity shall be made in writing to the seller within ten days after receipt of the goods buy Buyer.

  8. INDEMNITY.  Buyer shall indemnify, defend and hold harmless seller and its officers, agents, directors, employees and shareholders from and against all liabilities, damages, losses, costs, and expenses arising out of or in connection with the use of the products and services to be provided under this agreement.

  9. SHIPPING DATES.  Shipping dates are approximate and are based on factory conditions at the time of quotation.  Seller shall not be liable for any failure or delay in manufacture, shipment, or delivery of products resulting from any cause.

  10. SELLER’S REMEDIES.  On default by buyer, seller shall have the option of refusing to perform further under this agreement and shall hold buyer responsible for all damages and losses occasioned thereby; or of reselling, at public or private sale, undelivered goods covered by this agreement that seller may elect.  Seller shall not be liable to buyer for any profit on any resale, but buyer shall remain liable to seller for the difference between (1) the agreed price of the goods, plus all expenses and charges for the account of buyer specified in this agreement and all costs of storage and resale and (2) the amount received or the resale of the goods.

    If the measure of damages suffered by seller is inadequate when based on difference in price on the refusal to accept of repudiation of, delivery by buyer, seller shall be entitled to damages based on the profit seller would have received had buyer performed in full, together with any incidental damages authorized by Minnesota Statues Section 336.2-710, if applicable, plus costs reasonably incurred.

  11. CONSEQUENTIAL DAMAGES.  Seller assumes no liability for consequential damages.

  12. APPLICABLE LAW.  This agreement shall be governed and construed according to the laws of Minnesota.

  13. CANCELLATION AND CHANGES.  Orders may be cancelled or changed only if such cancellation or change is made in writing prior to Seller’s manufacture of the goods.

  14. HEADINGS.  Headings used in this agreement are for convenience and reference only and shall not affect the interpretation of the agreement.

©2007 Duluth Brass Duluth, MN 55808 [ph] 218.626.2564 sales@duluthbrass.com Terms & Conditions | Site Map | Home