​​BrinkAlert

Revision: March 2026

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These Terms and Conditions of Sale govern the purchase of BrinkAlert products. By placing an order or purchasing products from BrinkAlert, the buyer agrees to the terms outlined below.

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1. Agreement and Acceptance

These General Terms and Conditions of Sale (“Terms”) apply to all quotations issued and orders accepted by BrinkAlert or its affiliated entities (collectively referred to as “Seller”) for the sale of equipment, materials, accessories, parts, or related services (collectively referred to as “Products”).

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These Terms, together with any additional written terms agreed to by both Buyer and Seller and signed by authorized representatives (“Sales Terms”), constitute the complete and exclusive agreement governing the sale of Products (the “Agreement”).

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If any conflict exists between these Terms and the Sales Terms, the Sales Terms will prevail solely to the extent of the conflict.

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Any different or additional terms contained in Buyer’s purchase orders or other communications are expressly rejected unless accepted in writing by Seller. No modification or amendment to this Agreement will be binding unless it is in writing and signed by authorized representatives of both parties.

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Buyer’s acceptance of delivery, payment, or other actions related to the purchase of Products constitutes acceptance of these Terms.

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2. Pricing, Payment, and Taxes 

 

Pricing

Unless otherwise agreed in writing, Product pricing will be the price in effect at the time of shipment.

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Payment Terms

Payment of Seller’s invoices is due net thirty (30) days from the invoice date unless otherwise stated in writing.

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Payments must be made in United States currency and sent to the payment address indicated on the invoice. Buyer may not withhold payment, apply offsets, or make deductions without Seller’s written approval.

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Acceptance of checks, bank drafts, or other payment forms is subject to successful collection.

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Late Payments

Seller reserves the right to charge interest on overdue balances at the lesser of:

• 1.5% per month, or

• The maximum rate permitted by applicable law.

 

Seller may suspend shipments or cancel pending orders if Buyer fails to make payment when due. Buyer agrees to reimburse Seller for all reasonable costs incurred in collecting unpaid amounts, including attorneys’ fees.

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Taxes

Buyer is responsible for all taxes, duties, or governmental charges associated with the manufacture, sale, shipment, delivery, installation, or use of Products, excluding taxes based on Seller’s net income.

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Buyer must provide valid tax exemption or resale certificates where applicable.

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Security Interest

Buyer grants Seller a security interest in the Products supplied until full payment is received. Buyer agrees to execute any documentation required to perfect such security interest.

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3. Specifications and Intellectual Property

Where required by the order, Seller may provide drawings, layouts, or technical documentation. Buyer is responsible for verifying dimensions and field conditions promptly in writing.

All specifications, weights, and dimensions are approximate and may change during engineering or manufacturing.

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Seller retains all intellectual property rights to:

• drawings

• designs

• specifications

• tooling

• molds and fixtures

• technical documentation

• engineering data

(collectively referred to as “Seller Materials”).

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Buyer agrees that these materials are confidential and may not be disclosed, copied, or used by third parties without Seller’s written permission. Seller may grant Buyer a limited, non-exclusive license to use such materials solely for operation or maintenance of the Product.

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4. Changes and Cancellation

Change Orders

Modifications to an order must be approved through a written change order signed by Seller. Seller may approve or reject change requests at its sole discretion.

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If work begins on a requested change before documentation is finalized, Seller will be entitled to reasonable compensation and schedule adjustments.

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Order Cancellation

Cancellation requests must be submitted in writing and will be evaluated as follows:

• Within 10 business days of order acceptance and before production begins:
  cancellation permitted with no charge.

• After 10 business days but before production begins:
  cancellation fee of 20% of the order value.

• After production has started:
  minimum cancellation fee of 80% of the order value.

• Custom or engineered Products:
  non-cancelable once design approval is given.

 

Seller determines when production begins. Cancellation fees apply only to the portion of the order being cancelled.

 

5. Breach and Termination

If Buyer fails to comply with any obligation under this Agreement:

 

Seller may:

1. Suspend shipments or performance until the breach is corrected, or

2. Terminate the Agreement if Buyer fails to cure the breach within ten (10) days of written notice.

 

Upon termination, all outstanding balances become payable within fifteen (15) days.

 

Seller may offset any debts owed by Buyer against amounts owed to Buyer by Seller or its affiliates.

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6. Force Majeure

Neither party shall be responsible for delays or failures in performance caused by events beyond reasonable control, including but not limited to:

• natural disasters

• labor disputes

• war or terrorism

• government actions

• supply shortages

• transportation interruptions

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During such events, obligations affected by the force majeure condition will be suspended.

 

Seller is not required to procure substitute Products from third parties due to such events.

 

Payment obligations are not excused by force majeure.

 

7. Compliance with Laws

Buyer must comply with all applicable laws and regulations governing the handling, storage, installation, use, or disposal of Products.

 

Buyer is responsible for:

• permits

• licenses

• regulatory compliance

• installation standards

• safety requirements

 

Buyer shall indemnify and hold Seller harmless from claims or damages resulting from Buyer’s failure to comply with applicable laws or from Buyer’s installation or use of the Products.

 

8. Limited Warranty

Seller warrants to the end business user that, at the time of delivery:

• the Product is free from liens and security interests, and

• the Product conforms to Seller’s published specifications.

 

Certain Products may include separate written warranty documentation in their manuals. If conflicts arise between the manual warranty and this Agreement, the manual warranty will prevail.

 

Except as expressly stated, no other warranties are provided, including implied warranties of merchantability or fitness for a particular purpose.

 

Products manufactured by third parties carry only the manufacturer’s warranty.

 

9. Delivery

Quoted lead times and delivery dates are estimates and may change prior to order acceptance.

 

Seller will make reasonable efforts to meet delivery timelines but does not guarantee delivery dates.

 

Buyer is responsible for unloading equipment at the delivery location unless otherwise agreed in writing.

 

Products may not be returned without prior written authorization from Seller. Approved returns may be subject to a restocking fee of up to 25% plus freight charges.

 

10. Inspection and Claims

Buyer must inspect Products immediately upon delivery.

 

Claims for non-conforming Products must be submitted in writing within 30 days of delivery.

 

Failure to notify Seller within this period constitutes acceptance of the Product.

 

Claims for shipment shortages must be reported within 10 days of delivery.

 

Unauthorized repairs or continued use of defective Products may void warranty coverage.

 

11. Limitation of Liability

To the fullest extent permitted by law:

 

Seller shall not be liable for:

• indirect damages

• incidental damages

• consequential damages

• lost profits

• loss of business

• loss of data

• replacement costs

 

Seller’s total liability for any claim relating to Products shall not exceed the amount paid for the specific Product giving rise to the claim.

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12. Time Limitation for Claims

Unless prohibited by law, any legal action related to Products or this Agreement must be initiated within one (1) year from the date of delivery.

Failure to file within this period constitutes waiver of the claim.

 

13. Allocation of Supply

If supply shortages occur, Seller may allocate available Products among its customers and affiliates in a manner it determines to be fair and reasonable.

 

14. Credit Terms

If Buyer’s financial condition becomes unsatisfactory, Seller may require prepayment or additional security prior to shipment.

 

15. Title and Risk of Loss

Unless otherwise stated in writing:

• Risk of loss transfers to Buyer upon shipment from Seller’s facility.

• Title transfers simultaneously with risk of loss.

 

16. Assignment

Buyer may not assign or transfer this Agreement without Seller’s prior written consent.

 

Seller may assign its rights or obligations without restriction.

 

17. Governing Law

This Agreement shall be governed by the laws of the State of Texas, USA, excluding conflict of law principles.

 

All disputes arising from this Agreement shall be resolved in the state or federal courts located in Texas.

 

The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

 

18. Trade Compliance

Buyer agrees to comply with all applicable export control and economic sanctions laws.

 

Buyer shall not sell, export, or re-export Products to restricted countries or prohibited parties in violation of applicable laws.

 

Any violation of this provision constitutes a material breach of this Agreement.

 

© 2026 BrinkAlert