a) "Seller" means Brads Lodestone Philippines Corporation.
b) "Buyer" means any person, body - corporate or entity which purchases or orders the Goods from the Seller.
c) "Conditions" means these terms and conditions for the supply of the Goods by the Seller to the Buyer, as amended or varied in writing by the Seller.
d) "Contract" means a contract between the Seller and the Buyer for the sale of the Goods.
e) "Goods" means all goods delivered by the Seller to the Buyer or to be delivered by the Seller to the Buyer.
2. Application of Conditions
These Conditions apply to all orders placed by the Buyer with the Seller unless otherwise agreed in writing by a duly authorized officer of the Seller.
Any order made by the Buyer is not binding on the Seller until accepted by the Seller in writing. A Contract will be formed upon the written acceptance by the Seller of an order for the Goods by the Buyer. The Buyer acknowledges that it will be bound by these Conditions which will form part of the Contract. The Contract may only be varied with the Seller's prior written consent. To the extent any conflict exists between these Conditions and any other documentation or correspondence forming part of the Contract, these Conditions are paramount and prevail.
No terms stated by the Buyer in making an order will be binding upon the Seller unless accepted in writing by a duly authorized officer of the Seller.
These Conditions supersede all terms and conditions of sale previously issued by the Seller.
Any quotation issued by the Seller is not and will not be construed as an offer capable of acceptance by the Buyer.
Seller may decline order
The Seller reserves the right, in its sole discretion, to decline any order or part thereof. Any order or part thereof not accepted is deemed cancelled. The Seller requires that any order of Goods be in writing.
Governing Law & Submission to jurisdiction.
All of the Conditions and the Contracts will be governed by and interpreted in accordance with the laws of the Philippines.
Cancellation of Orders
An order accepted by the Seller cannot be cancelled without the Seller's prior written consent (in its sole discretion). No application for cancellation or delay in delivery will be considered unless made by the Buyer in writing to the Seller. The Seller will consider an application for cancellation or delay in delivery in its sole discretion. Any down payments or advanced payments made for an order shall be forfeited in the event that the Buyer cancels an order especially once production for the order has already commenced.
Unless otherwise agreed in writing by the parties, prices are as set out in the current price list issued from time to time by the Seller and are subject to variation by the Seller without notice. If between the date of acceptance of an order and issue of an invoice, there is an increase in the cost to the Seller of supplying the Goods which is beyond the control of the Seller, then the Seller may increase the amount of the invoice in line with the increase in cost.
Unless the Seller expressly advises in writing, the price for any Goods does not include the costs of delivery of the Goods and all costs, charges or expenses incurred by the Seller in relation to delivery are payable by the Buyer.
The Seller will invoice the Buyer on delivery of the Goods.
Unless otherwise agreed in writing by the Seller, payment by the Buyer to the Seller will be made in advance or upon order placement. Time for payment is of the essence of the Contract. Where payments are overdue, the Seller may, in addition to any other rights it may have, in its sole discretion, either cancel orders under clause 15 or suspend delivery of outstanding Goods under clause 9.
If the invoice price is not paid by the due date then interest will accrue on that amount from the date of delivery of the Goods until the price is paid in full. Interest will be paid at a rate of 12% per annum. Interest will accrue on a daily basis and be payable on demand.
If the Buyer defaults in payment or breaches these Conditions then it will be liable for all costs incurred by the Seller and will indemnify the Seller against any loss, liability, charge, expense, outgoing or payment which the Seller suffers, incurs or is liable for in respect of the recovery of monies owing by the Buyer to the Seller.
The Seller will deliver Goods purchased by the Buyer to the Buyer’s nominated warehouse or location within the capital city in which the Buyer predominantly carries on business or to such other place as the Buyer specifies and the Seller agrees. The Seller reserves the right to make deliveries of any order by installments in which case each installment will be deemed to be the subject of a separate contract governed by these Conditions for which the Buyer must separately pay. Subject to clause 14, the Seller will not be liable in any way for any failure or delay in delivery or for any loss or damage resulting directly or indirectly from any failure or delay in delivery of the Goods irrespective of whether such failure or delay is negligent or within the Seller's control or otherwise.
If, due to any act, matter or thing beyond the control of the Seller, the address for delivery is unattended, delivery cannot otherwise be effected or the Goods cannot be dispatched, the Seller, in its sole discretion, may store the Goods at the Buyer's risk and expense or take such other steps as it considers appropriate.
If the Seller delivers the Goods then, unless otherwise agreed in writing by the Seller, the Goods must be unloaded by the Buyer immediately on arrival at the specified destination.
The Seller reserves the right to withhold deliveries if:
(a) the Seller, in its sole discretion, considers that the financial condition of the Buyer so warrants and that such action is advisable to protect the Seller's interests; or
(b) the terms of payment for any Goods are not strictly adhered to by the Buyer.
To the fullest extent permitted by law, the Buyer has five (5) business days from the delivery of Goods to accept or reject the Goods in writing and if the Buyer fails to notify the Seller within that period, the Buyer is deemed to have accepted such Goods.
Return of Goods
To the fullest extent permitted by law, no Goods will be returned unless prior authorization has been given by the Seller;
The Buyer and Seller acknowledge that the Buyer holds the Goods as from the date of delivery as bailee and agent for the Seller for the purpose of sale of the Goods in the ordinary course of the Buyer’s business. The Buyer will not be entitled to return the Goods to the Seller except with the written consent of the Seller, at the discretion of the Seller. All Goods returned will be subject to a handling charge of 15% of the invoice price of the Goods and the Buyer will pay all return freight costs. Without limiting the generality of the foregoing, the Seller and the Buyer agree that, to the fullest extent permitted by law, the Buyer will not be entitled in any circumstances to return Goods which the Seller has acquired specifically for and at the request of the Buyer.
Risk in the Goods passes to the Buyer on delivery of the Goods or on dispatch of the relevant invoice whichever is the earlier and from that time the Buyer assumes all risk of loss and damage to the Goods including without limitation all loss or damage in the course of unloading the Goods following delivery.
Title to Goods
Notwithstanding any other provisions in these Conditions and notwithstanding that the Buyer has possession of the Goods, title to any and all Goods supplied by the Seller will remain with the Seller and no legal or equitable interest or property in the Goods whatsoever will pass to the Buyer until the Buyer has paid the full invoice price for all Goods supplied by the Seller under all invoices.
Until title passes the Buyer must:
(a) refrain from encumbering the Goods;
(b) store, mark and keep appropriate records for the Goods so that they can at all times be identified and distinguished as the property of the Seller and in particular must refrain from mixing the Goods with any Goods owned by the Buyer or any other person;
(c) allow the Seller full and free access to the Buyer's premises where the Goods are located to retake possession of such Goods if the Buyer is in any way in breach of these Conditions;
(d) not dispose of the Goods unless all of the following conditions are satisfied:
(i) the Goods are disposed to a bona fide sub-purchaser in the ordinary course of the Buyer's business;
(ii) no event as specified in clause 15(a), (b) or (c) has occurred in respect of the Buyer; and
(iii) the Buyer maintains records of all disposals of the Goods and permits inspection of the records by the Seller promptly upon request; and
(e) hold such money received by the Buyer on account of the Goods as represents the amounts owing for such Goods in trust for the Seller in a separate bank account identified as the Seller's account and hold that money on trust for the Seller until the full amount due for the Goods has been paid.
The Buyer indemnifies the Seller against any claim, action, damage, loss, liability, cost, expense or payment which the Seller suffers, incurs or is liable for in respect of the Seller's exercise of its rights under this clause 13.
Warranty and Liability
All supplied items are guaranteed for a period of one (1) year beginning from the date of delivery and/or project completion. Warranty does not cover failure due to misapplication, misuse, abuse or damage from neglect, improper repair, maintenance, installation, modification, disassembly, abnormal conditions of temperature, dirt or corrosive matter, or other damages due to operation, either intentional or otherwise, above rated capacities or in an otherwise improper manner. Any request for repairs or replacements will be according to Seller’s discretion upon evaluation of the item.
You may be asked to provide proof of purchase as a condition for receiving service under this Contract.
Your original purchase receipt should be presented upon warranty claim.
THIS IS BRADS LODESTONE PHILIPPINES CORPORATION’S ONLY WARRANTY AND YOUR EXCLUSIVE REMEDY CONCERNING THE PRODUCT, ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE EXPRESSLY EXCLUDED. AS A RESULT, EXCEPT AS SET OUT ABOVE, THE PRODUCT IS SOLD "AS IS" AND YOU ARE ASSUMING THE ENTIRE RISK AS TO THE PRODUCTS SUITABILITY TO YOUR NEEDS, ITS QUALITY AND ITS PERFORMANCE.
IN NO EVENT WILL BRADS LODESTONE PHILIPPINES CORPORATION BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE PRODUCT OR FROM ITS USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
All exclusions and limitations of this warranty program are made only to the extent permitted by applicable law and shall be of no effect to the extent in conflict with the express requirements of applicable law.
Information is subject to change without notice.