TERMS and CONDITIONS of SALE
Unless otherwise indicated in a formal written agreement signed by all parties, the following Terms and Conditions of Sale ("Terms and Conditions") shall apply to all sales made by Clement Communications (“Supplier”) to a buyer (“Purchaser”) of Supplier's goods (“Goods”) or services (“Services”) (Goods and Services will collectively be referred to as "Products"), whether the sale is made by phone, mail, email, internet, catalog, or via some other method. Every agreement or other undertaking by Supplier is expressly conditioned on Purchaser's assent to these, and only these, Terms and Conditions. These Terms and Conditions are material to the Parties’ relationship and to any pricing offered by Supplier; removal, replacement, or supplementation of these Terms and Conditions would constitute a hardship on Supplier. Any and all other terms submitted or proposed by Purchaser, including but not limited to any terms contained in a purchase order, are expressly rejected and shall be null and void and have no effect.
Price, Delivery Terms, and Security Interest
Unless otherwise agreed by Supplier in writing, price and delivery terms are FCA site of shipment, as defined in Incoterms 2020, and such prices do not include sales, use, or other taxes or any export package cost, transportation, freight handling charges, export/import license fee, customs duties and the like, all of which shall be paid by Purchaser. Unless otherwise expressly agreed in writing, delivery dates are estimates only, and Supplier shall not be liable for any damages, consequential or otherwise, resulting from the failure to deliver the Products by a particular date. Risk of loss passes to Purchaser once Products are made available at the site of shipment. Supplier retains title and a security interest in the Products until it receives full payment.
Unless otherwise agreed in writing, payment is due upon receipt of invoice. In the event payment is not timely received, interest shall accrue monthly at the rate of one and one-half percent (1.5%) or the maximum rate allowable under applicable law, whichever is lower. Purchaser shall be liable for Supplier's costs associated with the collection of any overdue amounts, including but not limited to attorneys' fees and court costs. Purchaser gives express consent to receive autodialed or prerecorded debt collection calls from Supplier or a third-party if it or its agent provided Purchaser’s phone number (including a cellular phone number) during the transaction that resulted in the underlying debt.
Inspection, Acceptance, Return, and Cancellation
Purchaser may cancel subscriptions for Products with sixty (60) days-notice. In such an event, Purchaser shall be entitled to a refund of any prepaid monies for Products that have not and will not be received prior to the termination of the sixty (60)-day period, minus any discount Purchaser received that was attributable to the duration of the subscription.
As to other, non-custom Products, Purchaser may return such items within thirty (30) days of receipt if such items are in their original condition and have not been discontinued. A restocking fee of 15% may apply, and Purchaser shall be responsible for all return transportation costs and fees. Before returning such items, Purchaser must contact Supplier and follow its instructions for the Products’ return.
Customized Products are non-returnable and non-cancellable.
All returns and cancellations are ultimately at Supplier’s discretion, and Supplier may reject a return or cancellation.
Supplier is not responsible for any staffing or process changes within Purchaser’s organization, and Purchaser is expected to honor any commitments made with respect to Product purchases and other commercial decisions, including subscription purchases, renewals and auto-renewals, regardless of changes in Purchaser’s staffing or approval processes.
If an auto-renewal option is elected by Purchaser for subscription for Product, the subscription will renew automatically on the same terms and conditions at the then-current Product price for succeeding twelve (12) month periods until the auto-renewal option is cancelled by Purchaser. The then-current Product price is the retail price as advertised by Supplier on the date of renewal minus any discounts applicable to Purchaser.
Supplier warrants (a) that Goods will be free from defects in materials and workmanship for a period of three (3) months from the time of delivery by Supplier, (b) that all Services will be performed in a good and workmanlike manner by persons qualified to perform such Services, and (c) except as to Artwork (as defined and discussed elsewhere in these Terms and Conditions), that the Products do not violate the intellectual property rights of any third party (collectively, "Limited Warranty"). The Limited Warranty does not apply if (1) a defect or any damage is the result of use or handling of the Products in a manner, circumstances or purposes other than those approved or instructed by Supplier; (2) the Products are misused or abused or there is evidence of tampering, mishandling, neglect, accidental damages, modification, or repair without the approval of Supplier; or (3) Supplier is following Purchaser’s instructions in preparing or providing Products. THE LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIMITED WARRANTY IS IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF SUPPLIER FOR LOSSES, EXPENSES, INCONVENIENCES, OR DAMAGES (WHETHER SPECIAL, INDIRECT, SECONDARY, OR CONSEQUENTIAL) ARISING FROM OWNERSHIP OR USE OF THE PRODUCTS. REPAIR, REPLACEMENT, OR CREDIT (AT SUPPLIER'S OPTION) IS PURCHASER'S SOLE REMEDY FOR ANY SUCH LOSSES, EXPENSES, INCONVENIENCES OR DAMAGES. PURCHASER HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE MATTERS COVERED IN THIS PARAGRAPH.
Not Providing Legal Advice
Supplier does not provide legal advice, and its Products are not intended to and do not convey, represent, or replace legal advice. Purchaser is at all times solely responsible for ensuring that it is conducting itself in accordance with the law, including through its use of Supplier’s Products.
Limitation on Damages
Under no circumstances whatsoever shall Supplier be liable to Purchaser for any indirect, special, or consequential damages, whether foreseeable or unforeseeable and whether based upon lost goodwill, lost resale profits, loss of use of money, work stoppage, impairment of other assets, or otherwise and whether arising out of breach of warranty, breach of contract, strict liability in tort, negligence, misrepresentation, or otherwise. In no event shall Supplier be liable to Purchaser in an amount to exceed that paid by Purchaser for whatever underlying Products are at issue or, if not applicable, in the amount paid by Purchaser to Supplier during the six (6)-month period prior to the events giving rise to the dispute.
Intellectual Property Indemnity
In the event a Product is claimed to directly infringe a third-party’s intellectual property rights, Purchaser shall permit Supplier, at its option and expense, either to (1) procure the right to continue to use such Product, (2) replace or modify such Product so that the Product supplied becomes non-infringing, or (3) accept return of such Product and reimburse Purchaser for the purchaser price, less a charge for reasonable wear and depreciation. Supplier shall at its expense defend any action against Purchaser based on a claim that a Product infringes a third-party’s intellectual property rights, provided that Purchaser: (1) notifies Supplier promptly in writing of such action (mailed to General Counsel, Brady Corporation, 6555 W. Good Hope Road, Milwaukee, WI 53223), and furnishes copies of all demands, process and pleadings; (2) gives Supplier sole control of the defense thereof (and any negotiations for settlement or compromise thereof); and (3) reasonably cooperates in the defense thereof. THE FOREGOING STATES THE ENTIRE LIABILITY OF SUPPLIER FOR INTELLECTUAL PROPERTY CLAIMS AND ACTIONS, AND PURCHASER HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE FOREGOING. Supplier shall have no liability to Purchaser for any action or claim alleging infringement based upon any conduct involving: (1) the use of any Product in a manner other than as specified by Supplier; (2) the use of any Product in combination with other products, equipment, or devices not supplied or otherwise approved of by Supplier; (3) the alteration, modification or customization of any Product by any person other than Supplier, or by Supplier based on Purchaser's specifications or otherwise at Purchaser's direction; or (4) Supplier’s use of Artwork (as defined and addressed elsewhere in these Terms and Conditions).
In purchasing Supplier’s Products, Purchaser is entitled to use them for its own internal business purposes only and not for any other purpose. Purchaser acknowledges and agrees that all Products reflect Supplier’s property, including its intellectual property and that neither Purchaser nor anyone else shall be entitled to modify, copy, or duplicate Supplier’s Products or to convert the Products for their own use, profit, or gain. Except as to Artwork (defined and discussed elsewhere in these Terms and Conditions), any logo, insignia, name, trademark or other marking included on or in Supplier’s Products, and any intellectual property reflected or contained in the Supplier’s Products, shall remain the sole property of Supplier, and Purchaser shall have no rights with respect to the same.
In the event Purchaser provides Supplier with any artwork, logos, photographs, branding, trademarks, or other intellectual property (collectively, “Artwork”) for use in Products, or otherwise instructs Supplier to use any Artwork in Products, Purchaser represents and warrants that it has obtained all necessary approvals and authorizations for Supplier to lawfully use such Artwork in Products. Purchaser agrees to defend and indemnify Supplier from any and all claims, disputes, losses, and damages stemming from or related to its use of Artwork in Products.
Purchaser has a global Code of Ethics Policy (the "Ethics Policy"), which governs the behavior and relationships between its employees and its' customers and suppliers. The Ethics Policy can be viewed at www.bradycorp.com, under the Corporate Governance tab, Ethics Guide. If you believe that an employee of Supplier has violated the terms of the Ethics Policy, please report the violation by using the confidential website www.bradyethics.com or by utilizing the telephone number or fax line provided in the Ethics Policy.
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.
These Terms and Conditions may not be modified, terminated or repudiated, in whole or in part, except in a writing executed by the authorized representatives of Supplier and Purchaser.
Upon any breach of these Terms and Conditions by Purchaser or a failure by Purchaser to comply with any of these Terms and Conditions, or if Purchaser becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature), or if Purchaser becomes the subject of any proceeding under any state or federal bankruptcy law or other law, or if Purchaser makes any assignment for the benefit of creditors, or if Supplier in good faith decides that it requires security from Purchaser, Supplier will have the right to take any or all of the following actions: (a) revoke any extension of credit to Purchaser, (b) reduce any unpaid debt by enforcing its security interest in all Products (and proceeds therefrom) furnished by Supplier to Purchaser, (c) immediately cancel or terminate any and all agreements with or obligations to Purchaser, in whole or in such part, which may result in the non-shipment or cancellation of Purchaser's pending or future order(s) and/or termination of Purchaser's relationship with Supplier, (d) recover from Purchaser any monies owed which shall become immediately due and payable, or (e) take any other steps necessary or desirable to secure Supplier fully with respect to Purchaser’s payment for Products furnished or to be furnished by Supplier. Unless expressly stated otherwise elsewhere herein, all remedies in these Terms and Conditions will be cumulative, and not alternative or exclusive, and will be in addition to all other rights and remedies provided by applicable law. The exercise or failure to exercise any remedy by Supplier will not preclude the exercise of the same or other remedies under these Terms and Conditions.
Supplier will not be deemed to have waived any provision of these Terms and Conditions or any breach by Purchaser of any provision hereof, unless specifically set forth in writing and executed by an authorized representative of Supplier. No such waiver by Supplier will constitute a waiver of such provision or breach on any other occasion.
The Parties shall not be responsible for any failure to fulfill their obligations hereunder due to causes beyond their reasonable control, 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, global pandemics, riots, or wars.
These Terms and Conditions, and the transactions contemplated hereby, will be governed by, construed and interpreted in accordance with the substantive laws of the Wisconsin (excluding the Convention on Contracts for the International Sale of Goods) without regard to its conflict of laws rules.
Supplier assumes no liability except as expressly provided in these Terms and Conditions or as otherwise expressly agreed in writing.
TERMS and CONDITIONS of WEBSITE USAGE
This section describes the terms that will govern your use of the clement.com web site ("Web Site"). Your use of this Web Site constitutes your acceptance of these terms. These terms may be amended from time to time at Clement Communications sole discretion. The amended terms will be posted here, and will be in effect when posted. Your use of this Web Site following the posting of such amendments means that you accept the amendments.
The Web Site content (including graphical designs) is protected by federal intellectual property laws. You agree that you will not:
- sell, distribute, license, or otherwise exploit, in whole or in part, any content inlcluded on this Web Site, unless you first obtain the prior written consent of Clement Communications
- copy, alter, translate, or otherwise modify any content included on this Web Site, unless you first obtain the prior written consent of Clement Communications;
- remove or obscure the copyright notice appearing on any Web Site content;
- otherwise use any Web Site content in a manner that infringes Clement Communications' rights;
- modify, disassemble, decompile, reverse engineer, or apply any process, technique or procedure to ascertain or derive the source code, source listings, or any other proprietary information contained therein, except and only to the extent such activity is expressly permitted by applicable law; or
- use this Web Site or any of its services herein in any manner that is illegal, obscene, pornographic, misrepresentative, defamatory, or that infringes the intellectual property rights of any entity or individual.
To discuss obtaining a site license or any other permissions concerning use of any Web Site content, please contact Clement Communications' Licensing Department via email at email@example.com
Clement Communications makes every effort to ensure, but does not represent, that information contained on or obtained from this site is complete, accurate and timely. This Web Site is supplied to you on an "as is" basis without warranties or representations of any kind.
The information contained in this Web Site is intended for the general information of the reader and should not be construed as legal or professional advice or opinion. Clement Communications makes no guarantee nor assumes any responsibility for information or its applicability regarding any specific or factual situation.
Clement Communications strives to provide a safe and secure experience to visitors to our Web Site. The only personally identifiable information that we collect is information that you voluntarily provide to us. Collection of personally identifiable information is necessary to place an order, request the status of an order, subscribe to a Clement Communications publication or service, participate in an on-line survey, request e-newsletter subscriptions and update account information. We use the personally identifiable information that you provide us to deliver products and services, maintain your account information and to personalize and enhance your visit to the Web Site by notifying you of products, services, and other information that we think may be of interest to you. The decision on whether to disclose personally identifiable information is up to you.
We may disclose personally identifiable information to third parties for the purpose of introducing you to third party services that we think might be of interest to you. This information will be shared with others:
- if you consent to the disclosure, for instance, by indicating that you would like to receive information about a third-party's products or services;
- if we hire entities and individuals to perform services on our behalf and consider the sharing of such information necessary to perform the services; or
- for security reasons, or if legally required to do so, or if requested to do so by a governmental entity.
We also may gather certain non-personally identifiable information concerning subscriber or visitor use of the Web Site, such us the sections that you visit, the services that you access, the links that you use and the frequency of your visits. We use this non-personally identifiable information to provide a better and more efficient Web Site visit to you.
You can request at any time to unsubscribe from our e-newsletters or promotional emails by following the instructions in the applicable e-newsletter or e-mail.
If you do not wish to receive third party offers/promotions, you may opt-out at any time by mailing a written request to:
2491 Wehrle Drive
Williamsville, NY 14221