Terms & Conditions
All sales of products by Belden Brick and Supply Company, LLC, a Michigan limited liability company (“BBS”), are made on the following terms and conditions (the “Terms of Sale”). In these Terms of Sale, any products or materials sold by BBS to the customer named in BBS’s Quote, Sales Order, customer’s purchase order, or BBS’s acknowledgment (“Customer”) are referred to as “Products.” In consideration of BBS agreeing to provide Products to the Customer, the Customer agrees as follows:
1. Formation of Contract; Terms of Acceptance: These Terms and Conditions of Sale, together with the terms and conditions of any other Quote/Sales Order, confirmation, acknowledgment, and/or invoice prepared by BBS, constitute the entire agreement between the parties (the "Contract"). Customer agrees to each term contained in the Contract as a precondition to BBS's performance.
2. Price: Prices stated in the Contract are subject to change without notice. Prices do not include freight, transportation charges, installation, or other services. BBS reserves the right to invoice actual costs for freight or transportation charges.
3. Quotations: Quoted terms remain in effect for thirty (30) days. BBS's quotations may require interpretation of materials and are subject to correction for errors. Orders placed are subject to approval by BBS.
4. Payment: Payment is due at the location and in the method designated by BBS thirty (30) days after the date of the invoice. Late payments accrue a time price differential of 1% per month.
5. Taxes and Other Charges: Prices do not include applicable taxes or fees. Customer is responsible for paying such taxes. A sales tax exemption certificate must accompany the signed Quote/Sales Order if requesting tax exemption.
6. Special Orders: For special orders, 50% of the purchase price is required at the time the Contract is finalized. Customer is responsible for payment of any unused special-order materials.
7. No Damages for Delay: BBS is not liable for damages resulting from late shipment or delivery.
8. Delivery and Risk of Loss: The risk of loss, theft, or damage to Products passes to the Customer F.O.B. point of shipment. Delivery dates are approximations. BBS may determine the method of shipment.
9. Unavoidable Delay: BBS is not liable for delays due to events beyond its control. Delivery times will be extended accordingly.
10. Manufacturer Warranty; Defects; Remedies: Customer's sole remedy for any defect in the Products is limited to claims against the third-party manufacturer or supplier.
11. Disclaimer of Warranties; Limitation of Liability: Products are purchased "as is." BBS disclaims all warranties and is not liable for consequential damages. BBS's liability is limited to the purchase price.
12. Security Interest: BBS retains a purchase money security interest in the Products. Customer authorizes BBS to create and file a financing statement.
13. Quantities: Customer must inspect the quantity of Products upon receipt. Claims of quantity discrepancies must be submitted in writing within 24 hours of receipt.
14. Compliance and Suitability: BBS is not responsible for permits or compliance. Customer is responsible for complying with all laws and regulations.
15. Indemnification: Customer indemnifies and holds harmless BBS for claims arising from acts or omissions relating to the Products.
16. Product Care: Customer agrees to follow manufacturer and/or supplier care instructions for the Products.
17. Variances: Product depictions are illustrative, and variances in color, texture, and size may exist. BBS shall have no liability for such variances between Products, and Customer shall have no right to cancel or return Products as a result of any such variance.
18. Cancellation; Returns: (a) Cancellation: Customer does not have any right to cancel its agreement to buy Products from BBS. If BBS agrees in writing to permit cancellation, then Customer shall immediately pay to BBS a cancellation charge in an amount equal to the purchase price less allowances (in amounts that BBS determines in its sole discretion) for the realizable value to BBS of Products that BBS purchased or ordered before cancellation and which cannot be cancelled with the manufacturer. (b) Returns: Returns are only allowed for stock product. We do not accept returns for special order product. Returns are considered up to 90 days after the date of the invoice. All returns are subject to a 25% restocking fee. All product eligible for return is subject to inspection. The product must be undamaged and resaleable, including in the original packaging. (c) Cancellation by BBS: If Customer fails to pay or perform any indebtedness or obligation that Customer at any time owes to BBS, then BBS may consider Customer’s failure to be an anticipatory repudiation of any or all outstanding contracts that provide for BBS to sell Products to Customer, and BBS may, without liability to Customer, cancel any or all of those outstanding contracts. In the event of any shortages of Products for any reason, BBS may, without liability to Customer, cancel any or all of those outstanding contracts or allocate any available Products in a fair and reasonable manner among its customers in such manner as BBS, in its sole and absolute discretion, deems appropriate.
19. Insecurity and Adequate Assurance: If BBS ever believes in good faith that it has grounds for insecurity as to Customer’s performance under any contract between Customer and BBS to purchase Products (including but not limited to the Contract), then Customer shall provide adequate assurance of due performance immediately, but not later than ten (10) days after BBS demands the assurance. Customer’s failure to do so shall be considered a repudiation by Customer of all then-existing contracts (including but not limited to the Contract), that provide for BBS to purchase Products and/or services from Customer, and BBS may take any and all actions reasonably available to it under applicable law.
20. Indemnity: Customer shall indemnify and hold harmless BBS with respect to any and all costs, fees, penalties, damages, losses, claims, and expenses, including but not limited to attorney fees, that BBS incurs as a result of: (a) Customer’s breach of any of Customer’s obligations under these Terms of Sale, including but not limited to BBS’s collection of past-due amounts; or (b) Customer’s use, misuse, or installation of the Products.
21. Time For Bringing Action; Attorneys’ Fees and Costs: Any action that Customer brings against BBS for breach of the Contract or for any other claim that arises out of or relates to the Products or their sale or delivery must be brought within six (6) months after the Products are received by Customer. If BBS shall be determined to be the prevailing party in any action regarding the Contract or the Products, including any action to collect payment for the Products, BBS shall be entitled to recover its all its costs, expenses, and reasonable attorneys’ fees, for which it will demand reimbursement after being determined to be the prevailing party by the court, after trial or dispositive ruling by the court, and not as part of the principal case.
22. Applicable Law: The Contract between BBS and Customer shall be considered to have been made in the State of Michigan, and it shall be governed by and interpreted according to Michigan law. Any action that arises out of or relates to the Contract or the Products in any fashion shall be brought in the federal or states courts located in Kent County, Michigan, having jurisdiction of the subject matter, and Customer irrevocably submits to the exclusive jurisdiction of those courts for the purposes of any such action.
23. Assignment: Customer shall not assign the Contract or any interest therein without the prior written consent of BBS.
24. No Third-Party Beneficiaries: The Contract is solely for the benefit of Customer and BBS, and it shall not be deemed to be for the benefit of any third parties.
25. Remedies: The rights and remedies of BBS in the Contract are cumulative and in addition to any other remedies available at law or in equity.
26. Severability: If any provision of the Contract is held to be illegal, invalid, or unenforceable under any present or future law, then that provision shall be fully severable, and the Contract shall be construed and enforced as if that illegal, invalid, or unenforceable provision had never been a part of the Contract. The remaining provisions of the Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from the Contract.
27. Builders Trust Fund Act: Customer is informed that BBS is a materialman/supplier under the Builders Trust Fund Act, being Michigan Compiled Law §§ 570.151 to 570.153.
28. Complete Agreement; Amendment: The terms and conditions contained in these Terms of Sale and any Quote/Sales Order issued by BBS constitute the complete agreement between Customer and BBS with respect to the sale of Products by BBS to Customer. The Contract may not be amended except in a writing that is signed by an authorized officer of BBS.