terms and conditions

1.  Terms and Conditions Apply. 

All orders placed with and accepted by Broekhof USA Inc. (hereafter “Broekhof”) are subject to the following terms and conditions, unless different terms are agreed to in writing and signed by an authorized representative of Broekhof. 

2.  Order Placement. 

Our Customer Service Department will take your order ($250.00 minimum) by mail, phone, fax or email. All orders will require an authorized signature approving prices and freight arrangements, which may be confirmed by fax, mail or email. 

3.   Payment. 

All first orders are to be prepaid and payment can be made by check, money order, Visa, MasterCard, or wire transfer. Terms are NET 30, based on INVOICE DATE. A finance charge of 1.5% per month (or the maximum permissible legal rate) will be charged on past due amounts at the end of each month. To avoid these charges, your payment must be received on time. 

4.  Credit. 

Credit may be available for eligible customers. Please contact us for more information about credit availability and a Credit Application. 

5.  Delivery. 

Freight terms are specified at the time orders are placed. Unless otherwise agreed in writing by Broekhof, Broekhof shall have sole discretion in selecting a method of shipment. A projected delivery date will be provided to you at the time you place your order. The projected delivery date is Broekhof’ reasonable estimate, based on current and anticipated production and availability of the goods ordered. 

6.  Returns. 

No credit or returns will be accepted without Broekhof’ prior written authorization. 

7.  Back Orders. 

Broekhof makes every effort to ship orders completely. However, we will ship back orders of $50 or more, unless notified otherwise. 

8.  Custom orders. 

Due to the process of manufacturing items, overruns or underruns, of not more than 10% can occur. These will be deemed acceptable and billed on a pro-rata basis. Custom order quotes shall not be accepted as orders until acceptance thereof by Broekhof and such acceptance may be either by notification to customer or by our commencement of work on the merchandise ordered. Proofs are generated on a digital ink jet printer. It is a full-color printer which simulates pantone colors. It is not an indicative of the print color or quality of printed product.

9.  Identification – Risk of Loss. 

Identification of the goods under Section 2-501 of the Uniform Commercial Code shall occur at the moment you place your order. Risk of loss of the goods shall pass to you, the buyer, when Broekhof delivers the goods, or any portion of the goods, to the carrier.

10.  Disclaimer of Express Warranties. 

Without prejudice to what is otherwise stated in these terms & conditions, including regarding over- and underruns, Broekhof warrants that the goods are as described on the order confirmation, but no other express warranty is made in respect to the goods. If any sample was shown to the buyer, the sample was used merely to illustrate the general type and quality of the goods and not as a representation that the goods would necessarily conform to the sample. 

11.  Disclaimer of Implied Warranties. 

THE GOODS SOLD TO YOU ARE PURCHASED BY YOU “AS IS”. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND PAADEKOOPER DISCLAIMS, ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ALL GOODS. AND BROEKHOF DOES NOT WARRANT THAT THE GOODS ARE OF MERCHANTABLE QUALITY OR THAT THEY CAN BE USED FOR ANY PARTICULAR PURPOSE. 

12.  Limitation of Liability.

BROEKHOF IS NOT LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.  SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE GOODS, OR ANY ASSOCIATED OR PACKAGED PRODUCTS, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, COSTS DUE TO DELAYS, THIRD PARTY CONSEQUENTIAL DAMAGES, AND INJURY TO PROPERTY.  

Notwithstanding any other provision herein, Broekhof's maximum liability for any claim or series of related claims is limited to the amount paid (ex. VAT) by client to Broekhof for the affected goods.

13.  Limitation on Actions

Client may not bring any action arising out of any transaction more than one year after the cause of action accrues.

14.  Force Majeure

Broekhof will not be responsible for failing to perform due to causes beyond its reasonable control, including but not limited to, failures by Broekhof's suppliers or subcontractors, war, sabotage, riots, civil disobedience, epidemic/pandemic, quarantine restrictions, acts of governments and government agencies, transportation issues (both during the supply to Broekhof and with the delivery to client), production problems, shortage or lack of raw materials labour disputes, accidents, fires, acts of terrorism or natural disasters.  Broekhof will perform its obligations within a reasonable time after the cause of the failure has been remedied, and the other party will accept such delayed performance.

If a force majeure situation lasts longer than sixty days, each party has the right to terminate the relevant agreement in writing, under compensation for the costs incurred and to be incurred by Broekhof in connection with the relevant order/delivery. In that case, what has already been achieved under the agreement will be settled proportionately, without the parties owing each other anything.

15.  Confidentiality

Parties shall not at any time disclose any confidential information regarding or in relation to this Agreement, any related matter or the negotiations in relation to this Agreement or the business of the other Party, except:

a.  with the other Party’s consent;

b.  to the extent required by applicable law or stock exchange regulations or any order of a court or other governmental entity and, to the extent reasonably possible, after consultation with the other Party about the timing and content of such disclosure;

c.  to professional advisors to the extent necessary for any lawful purpose subject to a confidentiality duty; or

d.  to the extent that the information already was public knowledge at the time of disclosure.

16.  Right of Inspection. 

You have the right to inspect the goods at the time and place of delivery. If there are any problems with your order, including damage, price discrepancies, or shortage, you must contact Broekhof’ or your Sales Representative within 

a.  three (3) business days from receipt of the goods for count discrepancies or shortages 

b.  10 (10) business days from receipt of the goods for quality and/or damage issues Your failure to notify Broekhof within the inspection time period shall be deemed a waiver of a claim for defective goods, a waiver of the right to reject the goods, and conclusive proof that you received the goods without defect(s). 

17.  Sizes. 

All size references are approximations, and, depending upon the product ordered, actual sizes may vary. 

18.  Applicable Law, Exclusive Jurisdiction, Venue, and Removal. 

All disputes and matters arising under, in connection with, or incidental to your order shall be litigated, if at all, in and before the Circuit Court located in Miami-Dade County, Florida, to the exclusion of other courts of other states, the United States, or countries and to the exclusion of other venues. By placing your order with Broekhof, YOU EXPRESSLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THIS COURT and agree that this venue is convenient and will not seek a change of venue or a dismissal of the action on the grounds of forum non conveniens, and will not remove any litigation from that court to a federal court. 

19.  Default Remedies. 

In the event you fail to pay as agreed, Broekhof will be entitled to reimbursement of its attorneys’ fees and costs related to any and all collection efforts.