Terms & Conditions

These Terms and Conditions of Sale ("Terms") apply to all sales of products ("Products") by Border Bridge Supply, LLC ("Seller", "we", "us") to the wholesale buyer ("Buyer", "you"). Placement of an order with Seller, or acceptance of a quotation or invoice from Seller, constitutes Buyer's acceptance of these Terms. These Terms shall prevail over any conflicting terms in Buyer's purchase order or other communications, unless expressly agreed to in writing by Seller.

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1. ORDERS AND ACCEPTANCE:
1.1. All orders are subject to acceptance by Seller. Seller reserves the right to accept or reject any order in its sole discretion.
1.2. No order shall be binding upon Seller until confirmed in writing by Seller (which may include an order confirmation email, a formal quotation acceptance, or shipment of Products).
1.3. Minimum order quantities may apply as specified in Seller’s price lists, quotations, or as otherwise communicated by Seller.

2. PRICING AND PAYMENT TERMS:
2.1. Prices for Products shall be those set forth in Seller’s current price list or as quoted in writing by Seller. Prices are exclusive of any applicable sales tax, shipping, and handling charges unless otherwise stated in a specific quotation or invoice. Prices are subject to change without notice, but changes will not affect orders already accepted by Seller.
2.2. Specific payment terms for each order will be detailed on the corresponding quotation and/or invoice. Unless otherwise specified on such documents, standard payment terms may require a deposit or prepayment.
2.3. Late payments may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance.
2.4. Buyer shall be responsible for all applicable taxes (including sales, use, and excise taxes). If Buyer is tax-exempt for resale in the state of delivery, a valid resale certificate (e.g., Arizona TPT License for Arizona deliveries) must be provided to Seller prior to or at the time of order for sales tax to be waived.

3. SHIPMENT AND DELIVERY:
3.1. Delivery terms (Incoterms 2020) and risk of loss for each order shall be as specified on Seller’s quotation and/or invoice. Unless otherwise specified on such documents, Seller's standard offering is EXW (Ex Works) Seller's designated warehouse in Nogales, Arizona. Title to Products passes to Buyer according to the agreed Incoterm.
3.2. If Seller arranges transportation as a service to Buyer (e.g., for DAP or similar terms), any freight costs quoted are based on information available at the time of quotation and may be subject to change by the carrier. Seller will endeavor to communicate any significant changes.
3.3. Delivery dates provided by Seller are estimates only. Seller shall not be liable for delays in delivery once the goods are handed over to the carrier.
3.4. Buyer is responsible for providing accurate shipping information and ensuring its facility can receive the shipment (e.g., loading dock, lift gate requirements, access, receiving hours, appointment needs). Any additional charges incurred due to incorrect information, receiving limitations, or re-delivery attempts will be Buyer's responsibility.

4. INSPECTION, ACCEPTANCE, AND CLAIMS:
4.1. Inspection upon Receipt: Buyer shall inspect all Products immediately upon delivery.
4.2. Shortages, Shipping Damage, or Obvious Defects: Any claims for shortages, damage visibly incurred during transit, or other obvious (patent) defects must be:
a. Noted on the carrier’s delivery receipt at the time of delivery, if possible.
b. Reported in writing (email to [info@borderbridgesupply.com] is acceptable) to Seller within seventy-two (72) hours of receipt of Products.
c. Accompanied by clear photographic evidence of the damage/discrepancy and relevant shipping documents.
4.3. Latent Defects (Quality Issues not Obvious upon Initial Inspection): Claims for latent defects in quality must be reported in writing to Seller within ten (10) days of discovery, and in no event later than thirty (30) days from the date of delivery. Claims must include a detailed description, product batch/lot numbers, and supporting evidence. Seller may request samples of affected Product.
4.4. Failure to notify Seller of any claim within the specified timeframes shall constitute an unqualified acceptance of the Products and a waiver by Buyer of all such claims with respect to such defects or issues.

5. LIMITED WARRANTY:
5.1. Seller warrants that, at the time of delivery (as defined by the agreed Incoterm), the Products will:
a. Conform in all material respects to the description and specifications on their labels as required by applicable U.S. law.
b. Be free from material defects in workmanship and materials under normal use and storage conditions.
c. Have a remaining shelf life of at least four (4) months from the date of delivery to Buyer, unless a shorter shelf life is inherent to the product and explicitly communicated and agreed upon prior to order confirmation.
5.2. THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY STATED HEREIN.
5.3. This limited warranty does not cover damage or defects resulting from improper storage, handling, misuse, abuse, accident, or neglect by Buyer or any third party after risk of loss has passed to Buyer.

6. REMEDIES AND LIMITATION OF LIABILITY:
6.1. Buyer's sole and exclusive remedy, and Seller's entire liability, for any breach of the limited warranty or for any other claim arising from the Products shall be limited to, at Seller's sole option: (a) replacement of the non-conforming Product(s); OR (b) a credit or refund of the purchase price paid by Buyer for such non-conforming Product(s), provided Buyer has complied with the claim procedures in Section 4.
6.2. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE LEGAL THEORY. SELLER'S TOTAL AGGREGATE LIABILITY ON ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO ANY ORDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER FOR THE PRODUCTS GIVING RISE TO THE CLAIM UNDER THAT ORDER.

7. RETURNS:
7.1. No Products may be returned without Seller’s prior written authorization in the form of a Return Merchandise Authorization (RMA) number.
7.2. Authorized returns of non-defective Products are subject to a twenty-five percent (25%) restocking charge, and Buyer shall be responsible for all return freight costs and ensuring Products are returned in their original, unopened, and resalable condition.
7.3. The restocking charge will not apply to Products returned and confirmed by Seller to be non-conforming due to a breach of Seller's limited warranty or a shipping error caused by Seller.

8. FORCE MAJEURE:
Seller shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, labor disputes, or shortages of transportation, facilities, fuel, energy, or materials.

9. GOVERNING LAW AND DISPUTE RESOLUTION:
These Terms and all sales hereunder shall be governed by the laws of the State of Arizona, without regard to its conflict of laws principles. Any dispute shall be resolved exclusively in the state or federal courts located in Pima County, Arizona. Buyer consents to such jurisdiction and waives any objection to venue.

10. ENTIRE AGREEMENT AND MODIFICATION:
These Terms, together with Seller’s accepted quotation and/or invoice for a specific order, constitute the entire agreement between Seller and Buyer for that order. These Terms may only be modified by a written agreement signed by authorized representatives of both Seller and Buyer. Seller objects to and rejects any additional or different terms proposed by Buyer in any purchase order or other document.