Website Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. WM. T. BURNETT & CO. (WTB) OFFERS THIS SITE TO YOU SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”). BY ACCESSING THIS SITE AND ANY PAGES THEREOF, YOU AGREE TO BE BOUND BY THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, PLEASE DO NOT ACCESS THIS SITE OR ANY PAGES THEREOF.

GENERAL USE RESTRICTIONS

WTB or third parties granting rights to WTB hold all right, title, and interest in and to the materials on this Site, which are the copyrighted work of WTB or such third parties. WTB grants you a limited, personal, non-exclusive and non-transferable license to use and display the materials only on your personal computer and only for purposes associated with your interaction with this Site. Except as stated herein, you have no right to copy, download, display, perform, reproduce, distribute, modify, edit, alter or enhance any of the materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination, you must immediately destroy any downloaded and printed materials. You have no right, title or interest (and no copyright, trademark or other intellectual property right) in or to the Site or any materials and you agree not to “frame” or “mirror” the Site, any material contained on or accessible from this Site on any other server or Internet-based device without the prior written authorization of WTB.

COPYRIGHT ALL RIGHTS RESERVED

Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by WTB unless otherwise indicated.

TRADEMARKS

All products or services denoted with™ or ® or SM are, unless otherwise indicated, trademarks, service marks or registered trademarks of WTB. They may not be used in connection.

LINKS

This Site may be linked to other sites on the World Wide Web that are not under the control of or maintained by WTB. Such links do not constitute an endorsement by WTB of any such sites. You acknowledge that WTB is providing these links to you only as a convenience, and you agree that WTB is not responsible for the content or links displayed on such sites to which you may be linked.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Your use of this Site is at your own risk. This Site may include inaccuracies or errors that may affect the quality of the materials on the Site. The materials have not been independently verified or authenticated in whole or in part by WTB. WTB does not warrant the accuracy or timeliness of the materials. WTB has no liability for any errors or omissions in the materials, whether provided by WTB or third parties.

THIS SITE IS PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, WITHOUT ANY WARRANTY. WTB, FOR ITSELF AND ANY THIRD PARTY, PROVIDING MATERIALS, SERVICES, OR CONTENT TO THIS WEBSITE, MAKE NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE SITE INCLUDING BUT NOT LIMITED TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIAL, INFORMATION, PRODUCT, OR SERVICE CONTAINED ON THE SITE.

ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. WTB WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE SITE, INCLUDING BUT NOT LIMITED TO, YOUR USE OF THIS SITE OR YOUR INABILITY TO USE THE SITE, EVEN IF WTB HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING CONTAINED HEREIN IS TO BE CONSTRUED AS A RECOMMENDATION TO USE ANY PRODUCT, PROCESS, EQUIPMENT OR FORMULATION IN CONFLICT WITH ANY PATENT, AND WTB MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT THE USE THEREOF WILL NOT INFRINGE ANY PATENT.

INACCURACIES OR ERRORS

The descriptions, pictures and other representations of products on this Site may contain inaccuracies and errors. WTB does not make any warranty or representation with respect to the accuracy or completeness of any such information.

Furthermore, the availability of products on this Site may change without notice to you at any time in WTB’s sole discretion.

TERMS OF USE REVISIONS

WTB may revise these Terms at any time without notice by updating this posting. Your continued use of the Site after such modifications have been made will constitute your acceptance of such revised Terms.

APPLICABLE LAW

Any action related to these Terms or use of the Site shall be governed by the laws of the State of Maryland, without regard to the choice or conflicts of law provisions of any jurisdiction.

Purchase Order Terms & Conditions

TERMS AND CONDITIONS OF THIS PURCHASE

1. ACCEPTANCE OF TERMS

ACCEPTANCE OF TERMS. THIS PURCHASE ORDER IS GIVEN UPON THE UNDERSTANDING THAT, UNLESS A SEPARATE WRITTEN CONTRACT IS SPECIFICALLY APPLICABLE TO THIS ORDER, SELLER’S ACCEPTANCE OF THIS PURCHASE ORDER IS EXPRESSLY LIMITED TO THESE TERMS AND IF ACCEPTANCE CONTAINS ANY PROVISIONS, WRITTEN, PRINTED OR OTHERWISE THAT VARY, OR ARE INCONSISTENT WITH, OR ARE IN ADDITION TO, ANY OF THE TERMS AND CONDITIONS AS STATED HEREIN, THE TERMS AND CONDITIONS AS STATED HEREIN NEVERTHELESS WILL PREVAIL WITHOUT CHANGE OF ANY KIND UNLESS WM. T. BURNETT & CO. (“WTB”) BY ITS PRESIDENT, VICE-PRESIDENT. OR GENERAL MANAGER SPECIFICALLY ASSENTS IN WRITING TO SUCH ALTERED ITEMS.

2. METHOD OF ACCEPTANCE.

This order may be accepted either by (1) an acknowledgement or other confirmation promising to ship the goods ordered or to perform the services in accordance with the shipment or service dates and in the quantities specified herein, or (2) shipment of the goods in accordance with the shipment dates and in the quantities specified herein. If this order is accepted by shipment of the goods, notice of shipment must be sent to WTB (at the address indicated on this order) within 48 hours of shipment. Shipment of any part of the goods specified in this order shall constitute acceptance of the entire order and the terms contained herein.

3. PRICE

If price is not stated on this order, it is agreed that the goods or services shall be billed at the lowest prevailing market price. This order must not be filled at a higher price than last quoted or charged without WTB’s specific authorization. In no event shall the price of the goods or services be higher than any price charged by Seller to any other customer for the like services or goods in a like quantity.

4. SHIPPING

WTB will not be charged for packing, boxing, cartage or shipping without WTB’s specific authorization. Time is of the essence. If shipment is not made on the date and in the manner specified, or if the goods are nonconforming in any respect, WTB reserves the right to reject and return them at Seller’s expense. Any charges paid on account of goods being shipped in a manner contrary to WTB’s instructions will be charged to Seller.

5. RIGHT OF INSPECTION — PAYMENT

WTB shall have the right to inspect all goods at the time and place of receipt before accepting them. Payment of an invoice does not constitute inspection and acceptance of material covered by this order. WTB’s obligation to pay shall be dated from the latest of the invoice date, actual shipment date, or the shipment date specified herein.

6. RIGHT TO CANCEL

WTB shall have the right to cancel any unshipped or unperformed portion of this order if inspection discloses that any portion of the goods received or services performed is not in accordance with WTB’s specifications or scope of work.

7. INSURANCE

If this order requires work or services on or about WTB’s premises, Seller agrees to, and by acceptance hereof does, assume full responsibility for accidents to Seller’s employees, for damage to property and injury to persons occurring directly or indirectly out of or in connection with the carrying on of the work covered by this order, and to procure and maintain insurance satisfactory to WTB covering such hazards. At WTB’s request, Seller shall furnish to WTB certificates from the insurers showing such coverage in effect and agreeing to give WTB ten (10) days prior written notice of cancellation of the coverage.

8. DRAWINGS, SPECIFICATIONS AND TECHNICAL INFORMATION

Any drawings, specifications, photographs, samples, or technical information furnished by WTB in connection with this order shall remain the property of WTB, shall be returned to WTB upon completion of this order or upon demand, and shall be kept confidential by Seller. Neither this order nor any drawings, designs, ideas, specifications, samples, information and know-how associated herewith may be used, lent, copied, reproduced or communicated in any manner by anyone without such party first obtaining written permission of WTB. All authorized reproduction shall bear a notation of the foregoing as may be required by WTB.

9. TOOLS AND MATERIALS

Any materials supplied by WTB for use on this order other than on a charge basis, shall be deemed as held by Seller on consignment and Seller agrees to pay for all such materials spoiled or not otherwise satisfactorily accounted for and to keep such material fully insured. Unless otherwise specified, all necessary tools, including gauges or fixtures required for the performance of this order, are to be supplied by Seller. When WTB is to pay tool charges for necessary tools, dies, gauges, jigs, fixtures and the like, or when such items are to be furnished by WTB, such items shall be held by Seller on consignment and are to be used exclusively for WTB’s product or services unless directed otherwise. Seller undertakes to maintain such equipment in satisfactory working condition,and to keep it covered by insurance at all times, without expense to WTB. It is understood in writing and agreed that said tools may be removed by WTB at any time and shall not otherwise be disposed of by Seller without specific permission in writing. Materials made to WTB’s design shall not be supplied to anyone else without written permission.

10. ADVERTISING

Seller shall not, without first obtaining written consent of WTB, in any manner advertise or publish the fact that Seller has furnished or contracted to furnish the goods or services mentioned herein.

11. WARRANTIES AND CERTIFICATIONS

• (a) Title. Seller warrants to WTB that the title conveyed shall be good and merchantable, and its transfer rightful, and that the goods shall be delivered free of any security interest or other lien or encumbrance.
• (b) Merchantability. Seller warrants to WTB that the goods delivered or the services performed shall be merchantable, free from defect in workmanship and material, and conform to the specification or scope of work. This warranty shall not exclude any express warranty, but shall be in addition to such express warranty and shall apply to all purchases except where the goods are manufactured pursuant to WTB’s design, in which case the warranty set forth in (c) below shall govern.
• (c) Design Compliance. Seller warrants to WTB that goods manufactured pursuant to WTB’s design will comply with WTB’s design specifications and applicable commercial specifications and/or industry standards, and will, except for design defects, be fit for ordinary purposes for which such goods are used, and will be free from defect in workmanship and material. This warranty shall not exclude any express warranty, but shall be in addition to such express warranty.
• (d) Non-infringement. Seller warrants to WTB that the goods delivered or services performed will be free of the claim of any person for infringement of any patent, copyright, trademark or the like and Seller agrees to assume the defense of any such claim and to indemnify WTB against any loss, damage, expense (including attorney’s fees), decree, and/or costs arising from such claim. This warranty shall not apply to any claim arising out of Seller’s compliance with specifications and/or designs furnished by WTB.
• (e) Statutory Compliance. Seller warrants to WTB that it has and will continue during the performance of this order to comply with the provisions of all applicable Federal, State and local laws and regulations including, but not limited to, the Fair Labor Standards Act, as amended, the Social Security Acts, as amended and Workmen’s Compensation Laws. Seller further warrants and certifies to WTB that upon delivery, the goods and/or services will conform to and comply with all applicable consumer product safety requirements and standards including, but not limited to, standards relative to lead content in paint (16 CFR 1303.1-16 CFR 1305.5) and occupational safety and health standards including, but not limited to, the Occupational Safety and Health Act of 1970, as amended. In addition to all other available remedies, WTB may cancel this order if Seller fails to comply with this warranty.
• (f) Nonexclusive. The warranties listed above in (a) through (e) shall not exclude any warranties provided or implied by law, but shall be in addition to such warranties.
• (g) Beneficiaries. All warranties shall extend to WTB, it successors, assigns, customers, and any person who may reasonably be expected to use, consume or be affected by the goods or services and who is injured by breach of the warranty.

12. ASSIGNMENT

Seller may not assign any rights under this order or any portion thereof, except that claims for money due or to become due hereunder may be assigned by Seller to a bank, trust company or other financial institution, including any federal lending agency. Payments due to an assignee of any monies due hereunder shall be subject to set off or recoupment for any present or future claim or claims which WTB may have against Seller.

13. TERMINATION

In the event Seller defaults in any of its obligations hereunder or upon the death, dissolution, termination of existence, insolvency, appointment of a receiver of any part of the property of Seller, assignment for the benefit of creditors, commencement of any proceeding under any bankruptcy or insolvency law wherein Seller is the debtor or the bankrupt, or the termination by a surety for Seller of its obligations under any contract or suretyship, WTB may cancel this order.

14. REMEDIES

The remedies provided herein shall not exclude any remedy provided by law but shall be in addition to any such remedy.

15. APPLICABLE LAW

This order shall be governed by and shall be construed and interpreted in accordance with the internal laws of the State of Maryland, excluding its conflict of laws principles. The parties agree, consent and waive contest to the exclusive jurisdiction and venue of the federal or state courts of Maryland for all disputes arising out of or related to this contract.

16. WAIVER

No claim or right of WTB that arises out of a breach of this contract can be waived in whole or in part unless the waiver is supported by -consideration and is in a writing signed by WTB’s President, Vice-President, or General Manager. No such waiver shall be held to be a waiver of any other or subsequent breach.

TERMS AND CONDITIONS SUBJECT TO CHANGE WITHOUT NOTICE