The terms and conditions of sale (the "Terms") contained herein apply to all quotations made and purchase orders received by Breville USA, Inc., or any of its respective affiliates including the brands Baratza, Beanz, ChefSteps, ControlFreak, Lelit, FoodThinker, Breville Commercial and others , (hereinafter collectively referred to as the "Seller" or “Breville”) and are the exclusive binding agreement between the parties regarding the products sold by Seller ("Products"). THE ACCEPTANCE OF ANY OR ALL OF THE BUYER'S ("BUYER") PURCHASE ORDERS IS CONDITIONAL UPON BUYER'S ASSENT TO THESE TERMS IN THIS DOCUMENT IN LIEU OF THE TERMS CONTAINED IN BUYER'S PURCHASE ORDER, UNLESS TERMS WERE PREVIOUSLY, EXPLICITLY AGREED TO IN A SEPARATE WRITING SIGNED BY BUYER AND SELLER. Seller hereby rejects all provisions contained in communications from Buyer that conflict with or are inconsistent with the terms contained herein. Seller’s failure to object to any of the provisions contained in Buyer's documentation shall not be deemed a waiver of these provisions. Seller also objects to any provisions contained in communications from Buyer that increase Seller's risk, liability, obligations, or exposure beyond that set forth herein, unless included in a contract signed in writing by a duly authorized representative of the Seller. In the event of any conflict, discrepancy or inconsistency between these Terms and any terms or conditions, invoice, acceptance, acknowledgment or other document submitted by Buyer, these Terms shall govern.
1. Prices/Taxes. Buyer will be billed at the prices stated at the time of order acceptance. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions, which are not part of the original price quotation. If the prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase that quantity which would justify the pricing granted, Seller shall have the right, in addition to any other remedies at law or equity, to recover from Buyer the difference between the stated price and Seller's standard prices for such goods in the quantity actually purchased by Buyer. Buyer must notify Seller of any pricing discrepancy claim within ninety (90) days of delivery with reasonably sufficient proof to support any claim. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of customs, duties or taxes, and Buyer shall be responsible for all such applicable duties and taxes (exclusive of taxes on Seller's income). If exemption from such taxes is claimed, Buyer must provide a certificate of exemption at the time the Purchase Order is submitted to Seller, and Buyer agrees to indemnify Seller for any unpaid taxes in the event such exemption is not applicable.
2. Terms of Payment. Subject to the remaining provisions of this Section 2, terms of payment shall be in accordance with the agreement in place between Buyer and Seller. Any late payments are subject to a finance charge of the lesser of 1.5% per month (18% per annum) or the maximum amount allowed by law. If any payment is more than thirty (30) days overdue, Buyer’s payment terms will automatically be reduced to net twenty (20) days, unless Seller expressly waives such reduction in writing. If Buyer exceeds its credit limit with Seller due to past due invoices that remain unpaid, Buyer acknowledges and agrees that Seller will not ship new orders of products unless explicit arrangements have been agreed upon by Seller. At Seller’s option at any given time, Seller reserves the right to require payment in advance or C.O.D. , posting of a letter of credit, Last Updated April 2023 additional deposits, or otherwise to modify credit terms. Buyer agrees to accept partial shipments in satisfaction of a single Purchase Order; when partial shipments are made, pro-rata payments shall become due in accordance with the designated terms for each shipment. If Seller accepts partial payment in an amount less than the full amount of any invoice, such acceptance shall neither constitute a waiver of Seller's right to collect the balance nor an accord and satisfaction, notwithstanding Seller's endorsement of a check or other instrument. In the event of Buyer's bankruptcy or insolvency, Seller shall be entitled to cancel any order then outstanding without waiving any claims in law or equity. If Buyer fails to comply with these payment terms, Seller reserves the right to withdraw credit, suspend or cancel performance under any or all Purchase Orders or agreements and all Buyer’s obligations to Seller shall become immediately due and payable. Buyer shall have no right to withhold or offset any amount due to the Seller under these Terms because of a claim that the Buyer may have against Seller. Buyer shall pay to Seller all costs and expenses incurred by Seller in seeking collection of any amounts owed by Buyer to Seller.
