The following Terms and Conditions of Sale (“Terms and Conditions”) shall apply to all sales made by Brady Corporation Limited (“Supplier”) to a Purchaser of Supplier’s goods (“Purchaser”), and every agreement or other undertaking by Supplier is expressly conditioned on Purchaser’s assent to these Terms and Conditions.
Purchaser’s order placement constitutes an offer to purchase Supplier’s goods and Supplier’s order acknowledgement constitutes acceptance of Purchaser’s order. Supplier’s order acknowledgement provides the weblink to these Terms and Conditions on Supplier’s website and incorporates by reference these Terms and Conditions into the purchase agreement between Purchaser and Supplier. A quotation or tender addressed to the Purchaser from Supplier does not constitute an offer to sell, and in no circumstances shall any contract arise unless and until the Purchaser submits an order to the Supplier, and the Supplier issues a written acknowledgment of the order to the Purchaser.
Title of the goods shall transfer to the Purchaser upon shipment.
In the event of an infringement action or claim against the Supplier based on this section, the Purchaser shall indemnify and hold the Supplier harmless against all damages, costs or expenses, including without limitation, attorneys’ fees paid or incurred by the Supplier in connection with such action or claim.
All notices under these Terms and Conditions shall be given in writing and shall use one of the following methods of delivery: personal delivery, Registered or Certified Mail (in each case, return receipt requested and postage prepaid), nationally recognized overnight courier, (with all fees prepaid), facsimile or email. A notice is only effective if the party giving notice has complied with this section. Notice is deemed received: (A) on the date of delivery if delivered in person; (B) on the fifth business day after the date of mailing if sent by Registered or Certified Mail; (C) on the first business day after the date of delivery if delivered using a nationally recognized overnight courier; or (4) upon receipt during normal business hours, at the location notice is received, of facsimile or email.
The Supplier shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, even if they occur at our suppliers, including without limitation, acts or omissions of government or military authority, terrorist actions, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars.
The invalidity or unenforceability (in whole or in part) of any provision, term or condition hereof, will not affect in any way the validity and enforceability of the remainder of such provision, term or condition, or any other provision, term or condition: provided, if the invalid provision is of such essential importance that it is to be reasonably assumed the parties would not have entered into this agreement without such provision, then the parties must negotiate in good faith to replace any invalidated provision with a provision as close in meaning to the original provision as legally possible.
The Purchaser shall not assign, transfer, or delegate any of its rights, duties, interests, or obligations under these Terms and Conditions without the prior written consent of the Supplier. Any such assignment, transfer, or delegation without the Supplier’s prior written consent shall be void and cause for termination of any rights or obligations under these Terms and Conditions.
The Supplier will not be deemed to have waived any provision of these Terms and Conditions or any breach by the Purchaser of any provision hereof, unless specifically set forth in writing and executed by an authorized representative of the Supplier. No such waiver by the Supplier will constitute a waiver of any other provision or of such provision or breach on any other occasion.
Any and all disputes arising under or relating to these Terms and Conditions and the transactions contemplated hereby shall be determined by binding arbitration based on the law of the jurisdiction where the Supplier’s sales office responsible for the sale to Purchaser of goods considered by these Terms and Conditions is located. Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. Arbitration shall be held in United Kingdom.
The Supplier has a global Code of Ethics Policy (the “Policy”), which governs the behavior and relationships between the Supplier’s employees and its customers and suppliers. The Policy can be viewed at www.bradycorp.com, under the Investors tab, in Corporate Governance section, under the Ethics Guide link. The Purchaser agrees to comply with this policy. If the Purchaser believes the conduct of any Supplier employee's violates the terms of this Policy, the Purchaser shall report the violation by using the confidential website (www.bradyethics.com), telephone number or fax line as outlined on page 5 of the Policy.
Each of the Purchaser and the Supplier hereby agrees and certifies that neither it, nor any of its directors, officers, agents, affiliates or employees will (i) use any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) make any unlawful payment or offer or provide anything of value to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, (iii) make any other unlawful payment, or (iv) violate any applicable export control, money laundering or antiterrorism law or regulation of the European Union or any other jurisdiction; nor will any of them otherwise take any action which would cause either party to be in violation of any laws, including without limitation the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010 or laws, regulations, codes or national conventions or any related international conventions relating to bribery of foreign or domestic officials. The Purchaser will, and will causes its employees and representatives, to comply with the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010 and other applicable antibribery laws.