These general terms and conditions (“Terms and Conditions”) apply to all products manufactured and supplied by the Company to you (referred to herein as the “Customer”) (Company and Customer are the “Parties”). These Terms and Conditions are incorporated into, and form a material part of any and all purchase orders by and between Customer and Company (the “Agreement”).

1) EXPORT NOTICE.
Customer shall comply with all applicable U.S. export control laws and regulations and not export or re-export any technical data or information, or any product based thereon, that it receives from Company to any country or entity to which shipment or communication is prohibited by said laws or regulations, unless properly authorized to do so by the U.S. Government.

Customer acknowledges that product(s) purchased from Company may be subject to the export administration (15 C.F.R. 700-799), ITAR (22 C.F.R. 120-130), OFAC (31 C.F.R. 500-598), et seq., and other control laws and regulations of the U.S. Government.
Customer agrees to fully comply with all such laws and regulations applicable to export, re-export, sale, resale and all other dispositions of the products.

Customer agrees not to export, re-export, divert or transfer the product(s): (i) into, or to a foreign national or country to which the United States has embargoed goods; (ii) to anyone on any U.S. Government restricted list including the List of Specially Designated Nationals, Table of Denial Orders, or Entity List; (iii) to anyone involved in the manufacturing and/or proliferation of weapons or weapons of mass destruction in violation of U.S. applicable laws; or (iv) without first obtaining approval/license from the appropriate U.S. Government agency if the END-USER or END-USE is located in, or under the control of, or a national resident of, any such country or on any such lists.

2) STANDARD TERMS OF SALE.
Customer agrees to pre-pay for Company’s products if requested by Company. All Customer orders are sold ex-works at 8000 E 23rd Street, Kansas City, MO 64129, unless an alternative shipping location is provided in writing. Credit terms may be made available to Customer subject to the express written consent of the Company.

3) QUOTATIONS; PURCHASE ORDERS; CANCELLATIONS.
Company’s quotation is not a binding offer but only a preliminary price estimate. A Purchase Order is an offer subject to Company’s written acceptance, and expires automatically if not accepted within thirty (30) days. As used herein, “Products” means goods, equipment, components, parts, and other similar products subject to a proposal, purchase order, or quote accepted in writing by Company. Company shall sell and Customer shall purchase Products in accordance with these Terms and Conditions. All Purchase Orders are subject to acceptance by a designated Company representative and shall be interpreted and enforced under Missouri law. No provisions in any Customer document inconsistent with or in addition to these Terms and Conditions will be effective unless agreed to in writing by both Parties. Additions to or alterations of these Terms and Conditions must be authorized in writing and signed by the Parties.

4) DRAWING APPROVAL.
Company reserves the right to adjust pricing, delivery, and/or other terms if Customer makes changes to drawings during approval. Quoted lead time commences after Customer’s drawing is approved by Company in writing. Company reserves the right to adjust pricing and/or delivery if Customer does not return approval drawings within two (2) weeks after receipt.

5) EXPEDITED DELIVERIES.
Charges for expedited delivery will be assessed on an order-by-order basis per Company’s fee schedule.

6) INSPECTION AND ACCEPTANCE.
All third-party inspection costs are the responsibility of Customer unless Company specifically agrees in writing otherwise. Customer shall have the right to inspect products at the time and place of delivery and is encouraged to visit Company’s plant prior to shipment. Customer will be deemed to have accepted all products (“Acceptance”) upon collecting such products at Company’s plant, and shall thereafter be deemed to agree that the products comply with all specifications and warranties, and to have waived any claim against Company with respect to the products, except as provided in the Limited Warranty.

7) PURCHASE ORDERS; INVOICES; PRICES; CREDIT CARD PAYMENTS & PROCESSING TERMS.
Company will invoice Customer based on approved payment terms. Unless otherwise agreed, Customer shall pay the full purchase price within thirty (30) days after products are collected at Company’s plant. All payments shall be made in United States Dollars. Accepted payment methods: Visa, MasterCard, American Express, Discover, PayPal, Apple Pay. Company does not accept personal checks, money orders, or COD. All credit card transactions are processed through a secure PCI-compliant payment gateway. If a payment is declined, the order will be held for up to 48 hours. Refunds shall be issued within fourteen (14) business days. Unauthorized chargebacks may result in suspension of Customer’s account. Prices are subject to change without notice.

8) TAXES AND DUTIES.
All taxes, custom duties, tariffs, sales, use, and excise taxes, and/or levies imposed upon the sale, use, purchase, delivery, storage, consumption, or transportation of the products (“Taxes”) shall be Customer’s responsibility and will be an additional charge to quoted prices. Title passes from Company to Customer upon collection at Company’s plant. Customer shall pay all required Taxes to applicable governmental authorities in a timely manner.

9) PACKING AND SHIPPING.
Company will determine the best method for product delivery unless Customer has furnished shipping instructions prior to commencement of packaging or shipping. Company shall not be liable for failure or delay in making scheduled shipments. Delivery lead-time does not commence until agreement is reached on payment terms, drawing approval (if required), and receipt of a completed Purchase Order with full release to manufacture. Company is authorized to withhold shipment if Customer does not meet payment obligations.

10) STORAGE AND ORDER INVOICING PRIOR TO SHIPMENT.
A weekly storage fee of 1.25% of the total order value shall be applied if the order cannot be released by the scheduled collection date due to issues created by Customer.

11) RETENTION.
The Company does not agree to nor accept retention clauses or retention agreements for any orders or products, unless reduced to writing signed and dated by an officer of the Company.

12) CHANGES OR CANCELLATION; DELAYS.
Customer-initiated changes to specifications will result in charges for all resulting material, labor, and processing costs. Customer shall not cancel an order without Company’s prior written consent and payment of a cancellation charge equal to 100% of the total sales price. If Customer delays approval of drawings submitted by Company, Company shall have the right to ship at a later date and charge a higher purchase price as reasonably necessitated by such delay.

13) MINIMUM BILLING CHARGE.
Company’s minimum billing charge is $200.00 per order.

14) RETURNED MATERIAL.
Customer shall not return any product to Company without first obtaining a return material authorization number issued by Company. Collect shipments shall not be accepted at Company’s factory unless authorized in writing by a Company representative or pursuant to a prior written agreement.

15) WAIVER OF CONSEQUENTIAL DAMAGES.
EXCEPT FOR AND SUBJECT TO THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 32 AND CONFIDENTIALITY OBLIGATIONS UNDER SECTION 17, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR DIMINUTION IN VALUE, LOSS OF REVENUE, LOSS OF RENT, OR LOSS OF PROFIT IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR THAT SUCH LIABILITY IS FORESEEABLE.

16) CUSTOMER RESPONSIBILITIES.
Customer acknowledges that Company’s offerings are not a substitute for professional judgment or independent testing and verification. Customer is solely responsible for: (i) selection of specifications and all product-specific terms necessary to achieve Customer’s intended results; (ii) any output or results obtained through use of the offerings; and (iii) any products or services produced or sold by or on behalf of Customer.

17) CONFIDENTIALITY.
“Confidential Information” means information designated as confidential by Customer. Confidential Information may only be disclosed to Representatives on a need-to-know basis in connection with the Agreement. Each party will use at least the same degree of care as used with respect to its own Confidential Information, but not less than a commercially reasonable standard of care. Exceptions apply to: (i) independently developed information; (ii) information obtained from a source not under an obligation of confidentiality; or (iii) information that becomes publicly available without fault of the receiving party. If disclosure is required by court order or applicable law, the receiving party shall give reasonable prior written notice. These obligations continue for three (3) years from initial disclosure, except obligations relating to intellectual property shall never terminate.

18) LIMITED ONE (1) YEAR WARRANTY; AND LIMITATION OF LIABILITY.
LIMITED WARRANTY. COMPANY’S PRODUCTS HAVE A LIMITED WARRANTY AGAINST DEFECTIVE WORK AND MATERIALS FOR A PERIOD OF ONE (1) YEAR (THE “LIMITED WARRANTY”), COMMENCING ON THE DATE OF COMPANY’S INVOICE TO CUSTOMER (“LIMITED WARRANTY START DATE”). COMPANY FURTHER WARRANTS THAT FOR ONE (1) YEAR AFTER THE LIMITED WARRANTY START DATE, THE PRODUCTS WILL CONFORM TO WRITTEN PERFORMANCE SPECIFICATIONS AGREED TO IN WRITING BY COMPANY. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE; PROVIDED, HOWEVER, THIS DISCLAIMER SHALL NOT AFFECT THE WARRANTY OF TITLE OR AGAINST PATENT INFRINGEMENT. THIS WARRANTY DOES NOT EXTEND TO ANY PRODUCTS OR PARTS NOT FABRICATED OR MANUFACTURED BY COMPANY. ALL ORAL STATEMENTS BY COMPANY’S EMPLOYEES OR REPRESENTATIVES SHALL NOT BE RELIED UPON AND DO NOT FORM PART OF THE AGREEMENT. ALL TERMS SHALL BE IN WRITING AND SIGNED BY A DESIGNATED REPRESENTATIVE OF COMPANY TO BE EFFECTIVE.

LIMITATION OF LIABILITY. CUSTOMER’S SOLE REMEDY FOR DEFECTIVE PRODUCTS OR BREACH OF PERFORMANCE SHALL BE THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT, AS DETERMINED BY COMPANY, RETURNED TO COMPANY’S PLANT AT CUSTOMER’S EXPENSE. IN NO EVENT SHALL COMPANY’S LIABILITY EXCEED THE CHARGES PAID BY CUSTOMER TO COMPANY FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE LIABILITY CLAIM.

19) INDEPENDENT SUBCONTRACTOR RELATIONSHIP; ASSIGNMENT; AND SUBCONTRACTING.
The Parties are independent contractors. Neither party’s employees, agents, or consultants shall be considered employees of the other party. Company has the right to assign, subcontract, or delegate the Agreement or any of its rights, duties, or obligations, provided Company shall remain responsible for performance. Customer may not assign its obligations without the express written consent of Company’s designated representative.

20) PATENT, TRADEMARK, COPYRIGHT INFRINGEMENT.
If Customer’s drawings, specifications, or other materials infringe or allegedly infringe upon a patent, trademark, or copyright (“Infringement”), Company shall not be responsible for any claims or damages resulting therefrom. Customer agrees to save, defend, indemnify, and hold harmless Company from and against any and all claims or damages arising out of such Infringement or alleged Infringement.

21) GOVERNING LAW; JURISDICTION.
These Terms and Conditions shall be construed in accordance with the laws of the State of Missouri, USA, without regard to principles of conflict of law. Customer and Company agree that any suit, action, or legal proceeding must be brought in a court located in Kansas City, Missouri, USA, and the Parties consent to the exclusive jurisdiction of such court and expressly waive any right to challenge or seek a change in venue. The United Nations Convention on Contracts for the International Sales of Goods does not apply to these Terms and Conditions.

22) FORCE MAJEURE EVENTS.
Company shall not be liable for any delay or failure to perform resulting from causes outside Company’s control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, embargoes, labor disputes, pandemics, or supply chain disruptions (“Force Majeure Event”). Company shall notify Customer as soon as reasonably practicable and use commercially reasonable efforts to resume performance. If the Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected order upon written notice without liability, except for Customer’s payment obligations for products already fabricated, manufactured, or delivered.

23) DISPUTE RESOLUTION.
The Parties shall first attempt to resolve any dispute through good-faith negotiation upon written notice. If not resolved within thirty (30) days, the Parties shall submit the dispute to non-binding mediation by a mutually agreed mediator in Kansas City, Missouri, with costs shared equally, before resorting to litigation. Nothing herein prevents either party from seeking injunctive or equitable relief to prevent irreparable harm.

24) SEVERABILITY.
If any Section of these Terms and Conditions is held invalid, illegal, or unenforceable, such invalidity shall not affect any other Section. Any invalid Section shall be deemed modified to conform to applicable law if such conformity is commercially reasonable, or shall otherwise be stricken. The Parties agree to use best efforts to achieve the purpose of any such Section to the fullest extent possible.

25) ACCEPTANCE OF TERMS.
Customer’s acceptance of these Terms and Conditions shall be deemed to occur upon the earliest of: (i) submission of any Purchase Order; (ii) written acknowledgment or countersignature of a quotation or order confirmation; or (iii) receipt of any product or service from Company. Customer’s acceptance of delivery or commencement of use constitutes unequivocal acceptance of these Terms and Conditions in their entirety.

26) CREDIT APPROVAL.
If Customer is permitted to pay part or all of the purchase price after shipment, Company’s obligations are subject to Company’s approval of Customer’s creditworthiness.

27) PAYMENT DEFAULT.
Customer is in default if it fails to pay for products as required. Customer agrees to reimburse Company for costs of collection including reasonable attorney’s fees. Customer shall pay interest at 1.5% per month on any amounts not timely paid. Company may accelerate and declare all Customer indebtedness immediately due and payable, and retains the right to take immediate possession of any products, including by entering Customer’s premises to remove products Company manufactured.

28) TITLE AND RISK OF LOSS.
Customer shall pay all shipping and insurance costs. Title and risk of loss or damage to products pass to Customer upon Customer’s or its shipping carrier’s collection of products at Company’s plant. Customer bears all risk of loss or damage after collection.

29) SOFTWARE LICENSE.
Company grants Customer a nonexclusive, nontransferable, and perpetual license to use any software embedded in or pre-installed in the products at time of delivery (“Software”), together with related documentation. Customer may not transfer or sublicense the Software without Company’s prior written consent. Customer shall ensure use of the Software complies with all applicable licensing terms.

30) REMEDIES FOR BREACH OF WARRANTY.
If products fail to perform as warranted (“Defect”), Company will, at its option, repair or replace the affected products after Customer provides: (1) written notification of the Defect; and (2) documentation substantiating proper storage, installation, maintenance, and operation. Customer shall prepay return shipping charges; Company shall return repaired/replaced products freight collect. Customer is responsible for all costs for products damaged due to inadequate maintenance, normal wear and tear, unsuitable power sources, environmental conditions, accident, negligence, misuse, improper installation, modification, or any cause not the fault of Company.

THE REMEDIES IN THIS SECTION ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. COMPANY SHALL HAVE NO ADDITIONAL OBLIGATIONS OF ANY KIND WITH RESPECT TO PRODUCTS RETURNED TO COMPANY, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT TORT, OR OTHERWISE.

31) SAFE OPERATION.
Customer is responsible for safe operation of products, training employees, maintaining safety devices, and not removing safety guards or labels. Customer shall operate, maintain, and clean products in accordance with manufacturer’s instructions and industry standards. Customer shall notify Company within two (2) business days of any personal injury or property damage arising from use or misuse of products. Any failure to operate products in a safe or recommended manner will void all of Company’s Limited Warranty and indemnity obligations.

32) INDEMNITY.
To the fullest extent permitted by applicable law, Customer agrees to save, indemnify, defend, and hold Company harmless from and against any and all claims, causes of action, and losses attributable to the negligence, gross negligence, or willful misconduct of Customer, its officers, directors, agents, employees, representatives, contractors, and customers, including claims for personal injuries, accidents, death, or dismemberment not directly caused by Company. Company will promptly notify Customer of any claim and will cooperate in defense at Customer’s cost.

33) LIEN RIGHTS.
Until Customer has paid the full price of the products, Company shall have a valid and enforceable security interest or lien against the products. Company may file any documents needed to perfect, protect, and enforce such security interest. After full payment, Company agrees to execute and provide lien waivers and releases as reasonably requested by Customer.

34) OWNERSHIP AND INTELLECTUAL PROPERTY.
“Intellectual Property” means any work product, discoveries, inventions, technical information, procedures, processes, software, firmware, technology, know-how, or other intellectual property rights owned, developed, or used by Company in creating or embodied within any products. Company retains all rights, title, and ownership in and to any Intellectual Property incorporated into the products. Company grants Customer a non-exclusive, non-transferable, royalty-free license to use the Intellectual Property only as required to operate or resell the products. Customer will not reproduce any products without Company’s prior written consent.

35) COMPLIANCE WITH LAWS.
Customer is solely responsible for determining whether any and all products are compliant with the laws of the state and/or country where the products will be installed, used, operated, transferred, or conveyed.

36) WAIVER; REMEDIES.
If Customer is in payment default or otherwise breaches the Agreement, Company shall have the right to terminate the Agreement and withhold shipments. Company’s rights and remedies are cumulative and in addition to any other remedies allowed by law or in equity. Failure to exercise any right or remedy shall not constitute a waiver. No waiver shall apply to any subsequent act, omission, or conduct. No claim or right arising from a breach can be discharged by waiver unless the waiver is supported by adequate consideration, in writing, and signed by Company.

37) MISCELLANEOUS PROVISIONS.
a. Amendments & Modifications. The Agreement may only be amended by a writing signed and dated by the Parties. No modification shall be binding on Company unless clearly expressed in a writing signed and dated by the Parties.
b. Electronic Transactions. The Parties may conduct transactions by electronic means. No record or signature may be denied legal effect solely because it is in electronic form.
c. Headings. Headings are for reference purposes only and do not constitute material terms of the Agreement.
d. No Third-Party Beneficiaries. There are no intended or unintended third-party beneficiaries to the Agreement.
e. Notice. All notices shall be in writing and deemed duly given: (1) when received if personally delivered; (2) when transmitted by electronic means; (3) the day after sent by recognized expedited delivery; or (4) five (5) days after mailing, first class postage prepaid. Notices to Customer shall be sent to the address designated by Customer in writing. Notices to Company shall be sent to: Brunson Instrument Company, Attn: Brunson Sales Department, Email: sales@brunson.us.
f. Parties Bound. These Terms and Conditions bind the Parties and their respective successors, heirs, personal representatives, and assigns.
g. Publicity. Neither party may use the other’s trademarks or logos without prior written consent, or make any public announcements relating to the Agreement without the express written consent of the other party.
h. Product Use & Limitations. Users should follow metrology best practices to ensure maximum accuracy and stability of Company’s products. Customer and/or its end user shall be responsible for proper installation and operation. The Limited Warranty shall not apply to products that are improperly installed or used outside their intended purpose. Customer shall follow applicable safety standards, best practices, and conduct proper usage training. Company assumes no responsibility for products modified or changed by Customer, its agent, or any third party; any such modifications render the Limited Warranty null and void. The products’ life or period of usefulness is not guaranteed; Customer is responsible for adequate inspection, maintenance, and identifying product degradation. The Limited Warranty does not apply to goods subjected to alteration, rough handling, misuse, negligent use, fire, water damage, or ordinary wear and tear. After the Limited Warranty expires, technical support is available at Customer’s cost and expense. Absent Company’s express written agreement, Company shall be under no obligation to continue to manufacture, sell, or supply any products. Company products are not designed or certified for use in nuclear facilities, life-safety systems, or other fail-critical applications without Company’s prior specific written approval.

Effective: June 2026  |  8000 E 23rd Street, Kansas City, MO 64129