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Terms & Conditions


CHECKOUT TERMS AND CONDITIONS


Brooklyn Textiles, (“Seller”) offers to sell

certain goods (“Goods”) specifically described in the invoice

to which these terms and conditions are attached (the

“Purchase Order”, and together with these terms and

conditions, this “Agreement”) to the customer set forth on the

Purchase Order (“Buyer”), exclusively upon the terms and

subject to the conditions set forth in this Agreement.

The Purchase Order is expressly limited by, and conditioned

upon acceptance by Buyer of, this Agreement. Seller hereby

rejects any contrasting or additional terms relating to this

Agreement proposed by Buyer or included in Buyer’s

Purchase Order or other document(s), none of which shall

be effective unless authorized in writing by an authorized

representative of Seller. Submission of the Purchase Order is

an express agreement by Buyer of this Agreement and

the terms and conditions contained herein.


  1. Purchase Order. Sales by Seller to Buyer of

Goods shall be requested by means of the foregoing

Purchase Order and shall have been purchased through the

website - https://brooklyn-equipment.com/. Notwithstanding the foregoing, the

Purchase Order shall not be binding upon Seller until and unless

Seller dispatches (by email or facsimile) an

acknowledgement confirming acceptance of the Purchase

Order.

  1. Price; Delivery. Buyer shall purchase the Goods from

Seller at the price(s) set forth in the Purchase Order. All prices

are inclusive of all sales, use and excise taxes, and any

other similar taxes, duties and charges of any kind

imposed by any governmental authority on any

amounts payable by Buyer. Buyer shall be responsible for

all such changes, costs and taxes; provided, that, Buyer

shall not be responsible for any taxes imposed on, or

with respect to, Seller’s income, revenues, gross receipts,

personnel, real property, personal property or other

assets. The Goods will be delivered within a reasonable

time after the acknowledgement confirming

acceptance of the Purchase Order. Seller shall not be

liable for any delays, loss, or damage in transit. Unless

otherwise agreed to in writing by the parties, Seller

shall deliver the Goods to Buyer using Seller’s

standard methods for packaging and shipping

such Goods. [Buyer shall be responsible for all

loading costs and provide equipment and labor reasonably suited

for receipt of the Goods, if applicable.] Seller may, in its sole

discretion, without liability or penalty, make partial shipments

of Goods to Buyer. Each shipment will constitute a separate

sale, and Buyer shall pay for the units shipped whether such

shipment is a whole or partial fulfillment of Buyer’s Purchase

Order.

  1. Title and Risk of Loss. All Goods shall be

delivered Ex Works (Incoterms 2020) at the place of business of

Seller or its agent, as applicable, where shipment

originates. Title and risk of loss shall pass to

Buyer upon Seller or its agent’s delivery of the

Goods to the carrier. Seller shall inform the carrier of

the address Buyer provides on the Purchase Order

  1. Inspection and Rejection of Nonconforming

Goods. Buyer shall inspect the Goods within three (3) days

of receipt (“Inspection Period”). Buyer will be deemed to have

Nonconforming Goods during the Inspection Period and

furnished such written evidence or other documentation as

reasonably required by Seller. “Nonconforming Goods”

means only the following: (i) the product shipped is different

than identified in Buyer’s Purchase Order; or (ii) the product’s

label or packaging incorrectly identifies its contents. If Buyer

timely notifies Seller of any Nonconforming Goods and Seller

agrees with Buyer’s assessment that the Goods are

Nonconforming Goods, Seller shall, in its sole discretion, (i)

replace such Nonconforming Goods with conforming Goods,

or (ii) credit or refund the price for such Nonconforming Goods.

Buyer shall ship, at its expense and risk of loss, the

Nonconforming Goods to Seller’s facility. If Seller exercises

its option to replace Nonconforming Goods, Seller shall, after

receiving Buyer’s shipment of Nonconforming Goods, ship to

Buyer, at Buyer’s expense and risk of loss, the replaced Goods.

Buyer acknowledges that the preceding remedies are Buyer’s

sole and exclusive remedies for the delivery of Nonconforming

Goods. Except as provided in the foregoing, all sales of Goods

to Buyer are made on a one-way basis and Buyer has no right

to return Goods purchased under this Agreement to Seller.

  1. Non-Exclusivity. Nothing herein will be deemed to

create an exclusive relationship between Buyer and Seller.

Buyer acknowledges and agrees that Seller may sell and supply

goods of a similar nature to the Goods being supplied by Seller

in terms of the Purchase Order.

  1. Restrictions on Transfer. Buyer shall not export or resell

or otherwise transfer the Goods or any information related

thereto to any third party without the express written consent of

Seller. Buyer shall not export or re-sell or otherwise transfer

such Goods.

  1. No Implied License. Except for rights expressly

granted under this Agreement, no right, title, or interest of any

nature whatsoever is granted whether by implication, estoppel,

reliance, or otherwise, by Seller to Buyer. All rights with

respect to any know-how, patent or other intellectual property

are reserved to Seller.

  1. Disclaimer of Warranties. SELLER MAKES NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND

EXCEPT AS SPECIFICALLY SET FORTH IN THESE

TERMS AND CONDITIONS; FURTHERMORE, SELLER

DISCLAIMS, AND BUYER AGREES NOT TO ASSERT

ANY CLAIMS AGAINST SELLER, IN RELATION TO ANY

AND ALL OTHER WARRANTIES, CONDITIONS OR

OTHER TERMS OF ANY KIND, EXPRESS OR IMPLIED,

INCLUDING BUT NOT LIMITED TO THOSE OF

MERCHANTABILITY, SUITABILITY, FITNESS FOR A

PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY

AND ALL IMPLIED CONDITIONS, REPRESENTATIONS

OR WARRANTIES WITH RESPECT TO (A) THE

SUITABILITY OF THE USE OF THE GOODS IN BUYER’S

OPERATIONS AND (B) THE QUALITY OR

PERFORMANCE OF ANY PRODUCTS MANUFACTURED

BY BUYER.

PURCHASE ORDER TERMS AND CONDITIONS

  1. Limitation of Liability. IN NO EVENT SHALL

SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY

FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR

ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL,

SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES

WHETHER ARISING OUT OF BREACH OF CONTRACT,

TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,

REGARDLESS OF WHETHER SUCH DAMAGES WERE

FORESEEABLE AND WHETHER OR NOT SELLER HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, AND NOTWITHSTANDING THE FAILURE

OF ANY AGREED OR OTHER REMEDY OF ITS

ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S

AGGREGATE LIABILITY ARISING OUT OF OR

RELATED TO THIS AGREEMENT, WHETHER ARISING

OUT OF OR RELATED TO BREACH OF CONTRACT,

TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,

EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO

SELLER FOR THE GOODS SOLD HEREUNDER GIVING

RISE TO SUCH CLAIM.

  1. Indemnification. Buyer shall protect, defend,

indemnify and hold harmless Seller, its affiliates and its and

their directors, officers, shareholders, employees, and agents,

and their respective successors and assigns, from any and all

liabilities, losses, costs, damages or expenses, including

reasonable attorneys’ fees from any third party claims,

proceedings, actions or causes of actions which arise out of or

relate to (i) the Goods supplied hereunder (including any

product containing or otherwise incorporating such Good), (ii)

any breach by Buyer of any of its representations, warranties,

covenants, agreements, or obligations under this Agreement, or

(iii) the negligence, recklessness or willful misconduct of

Buyer.

  1. Compliance with Law. Buyer shall comply with all

applicable laws, regulations, and ordinances. Buyer shall

maintain in effect all the licenses, permissions, authorizations,

consents, and permits that it needs to carry out its obligations

under this Agreement. Buyer agrees to use the Goods solely as

authorized by the FDA and in accordance with all laws, rules

and regulations. 

  1. Force Majeure. Seller shall not be liable for any

failure or delay in performing its obligations under any

Purchase Order to the extent that such failure or delay is due to:

(i) any war, riot, insurrection or other civil commotion; (ii) any

strike, lockout or other labor dispute; (iii) any epidemic,

pandemic, fire, flood or other act of God; (iv) any utility

shortage or curtailment; (v) any governmental order, decree ore

regulation; or (vi) any other similar causes beyond Seller’s

reasonable control.

  1. Miscellaneous.. No waiver by Seller of any of the

provisions of this Agreement is effective unless explicitly set

forth in writing and signed by Seller. No failure to exercise, or

delay in exercising, any right, remedy, power or privilege

arising from this Agreement operates, or may be construed, as

a waiver thereof. Buyer shall not assign any of its rights or

delegate any of its obligations under this Agreement without the

prior written consent of Seller. Any purported assignment or

delegation in violation of this section is null and void. No

assignment or delegation relieves Buyer of any of its

obligations under this Agreement. The Buyer must permit the

Seller or its designated representatives reasonable access to

Buyer’s premises for the purpose of conducting audits of the

Buyer’s records to verify Buyer’s compliance with this

Agreement. These terms and conditions may only be amended

or modified in writing, which specifically states that it amends

these terms and conditions and is signed by an authorized

representative of each party.

  1. Governing Law; Forum. This Agreement is governed

by and shall be construed in accordance with the laws of the

State of New York. Any action arising under or relating to this

Agreement shall be brought in a court of the State of New York

(or, if appropriate, a federal court located within New York),

and Buyer hereby consents to jurisdiction in such forum for any

such action.

  1. Severability. If any terms or provision of this

Agreement is invalid, illegal, or unenforceable in any

jurisdiction, such invalidity, illegality or unenforceability shall

not affect any other term or provision of this Agreement or

invalidate or render unenforceable such term or provision in any

other jurisdiction.

  1. Survival. Provisions of these terms and conditions

which by their nature should apply beyond their terms will


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