BTI Terms of Sale March 1, 2026

Bradley Terrace, Inc. Terms of Sale

1. Exclusive Terms. Bradley Terrace, Inc. (“we” or “us”) offers to sell the goods described (“goods”) in any purchase agreement, quotation, order acknowledgement, or offer (“offer”) to the buyer identified in the offer (“you”) upon the terms in this Terms of Sale (“Terms”). Upon acceptance of the offer, the offer and Terms will constitute our agreement with respect to the goods. We limit acceptance to the offer and Terms, and object to any other additional or different terms in your purchase order or acceptance.
.

2. Acceptance.

2.1 Acceptance of the offer can be made by any commercially reasonable means, including issuance of a purchase order, acceptance, or acknowledgment form. If you use your own form, such form shall be used for convenience only, and shall evidence your agreement to the Terms. Any additional or different terms appearing in such form shall not be binding upon us.

2.2 After you accept the offer, you are not entitled to cancel or amend our agreement or cause the manufacture or shipment of the goods to be delayed or stopped except with our consent. You agree to pay any restocking charges imposed by manufacturers of any returned goods we agree to accept, which acceptance is at our sole discretion.
.

3. Price and Payment.

3.1 The goods are sold at the prices stated in the offer. Any offers containing errors in quotations will be corrected by us and resubmitted to you for acceptance or refusal. Prices are firm for a period of 30 days following the date of the offer.

3.2 Terms are 50% due at time of acceptance of the offer and 50% prior to shipping. Any amounts not paid when due, including finance charges, shall bear interest at 1.5% of the outstanding balance per month.

3.3 Quoted prices do not include taxes or other governmental charges. We will invoice you for any such taxes or charges together with penalties and expenses, if any. If applicable, you will provide us with a tax exemption certificate acceptable to the taxing authority.

3.4 Quoted prices of goods are subject to proportionate increases should any of our suppliers increase our cost of such goods.
.

4. Delivery.

4.1 The proposed delivery date stated in the offer is our good faith estimate based on current conditions, but we reserve the right to change it upon notice to you if conditions change.

4.2 You will pay for all delivery and insurance (if any) charges to deliver the goods to your desired location(s).

4.3 We have no liability to you or any third party for any loss, damage, or expense from any delay in delivery or failure of performance under our agreement due to any cause beyond our control, including fire, flood, wind, or other casualty; strike or labor difficulty; accident; war conditions; riot or civil commotion; terrorism; government regulation or restriction; shortages in transportation, power, fuel, labor or material; freight embargo; failure of our supplier to timely provide the goods; or events which render performance commercially impracticable or impossible.
.

5. Risk of Loss. Delivery of goods to a carrier by us or our supplier, consigned to you or your order as you may direct, shall be complete delivery to you of title, ownership, and possession of the goods. You assume risk of loss, damage, or shortage in transit and shall be responsible for pursuing all claims with the carrier or carrier’s insurer. You must provide us with notice of any shortage of goods, delivery of non-conforming goods, loss, or damage within 10 days of receipt of the goods, and if no such notice is given, you waive any right to assert such matters.
.

6. Collection.

6.1 Upon request, you will furnish us with a completed credit application using our form and such other documents we request in connection with the analysis and determination of your creditworthiness and financial capability.

6.2 If any proceedings are filed by or against you in bankruptcy, or for appointment of a receiver or trustee, or if you make an assignment for the benefit of creditors, we have the right to discontinue production and deliveries under the offer and receive full reimbursement for all costs incurred plus a reasonable profit.

6.3 If we have reasonable grounds for insecurity as to your payment or performance, we may refuse to manufacture or deliver the goods until we receive adequate assurances of your payment or performance, in such form as we reasonably request.

6.4 If we have reason to believe that you are or are about to become insolvent, we have the right, at our option, to: (1) withhold delivery of goods; (2) stop delivery of goods in transit; (3) reclaim goods delivered to you while insolvent, as permitted by law; (4) immediately change payment terms to C.O.D., or require a bank standby letter of credit as security; or (5) exercise any other remedy available to us under law.

6.5 You grant us a purchase money security interest in the goods to secure payments due from you to us. You authorize us to file a financing statement to evidence the security interest. We have all of the rights and duties of a secured party, and you have all of the rights and duties of a debtor, under the Uniform Commercial Code.

6.6 You will reimburse us upon demand for all costs and expenses, including attorneys’ fees and court costs, incurred in collecting any amounts due to us.
.

7. Warranty.

7.1 We make no warranty with regard to goods sold by us as we do not manufacture any goods. However, we do assign all of our rights under the warranty made by the manufacturer of the goods (if any) to you, to the extent the rights are assignable.

7.2 The assigned manufacturer’s warranty, if any is the only warranty extended to you and is subject to its terms as to future assignability to other parties. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We disclaim any warranties given via any other document, computer media, verbal or written communication, or sample.
.

8. Limitations on Liability.

8.1 Our obligations upon breach of our agreement are limited, at our election, to the repair or replacement of goods or crediting to you of an amount not to exceed the purchase price of the goods. You must give us notice of such breach within 30 days after you discover the breach or should have discovered the breach using reasonable care or you waive the right to assert such breach.

8.2 We are not liable for payment of any consequential, incidental, indirect, punitive, special or tort damages of any kind, including any loss of profits. We are not liable for any expenses incurred by you in repairing defective parts or supplying any missing parts, except with our consent. If we agree to replace or repair a defective part, you will pay the cost for procuring and providing all necessary dismantling, reassembling, and handling facilities, and for freight and insurance for shipment of goods or parts to and from us.

8.3 The limitations on our liability contained in these Terms apply regardless of whether the form of the claim against us is based on contract, negligence, strict liability, or tort law.
.

9. Use of the Goods.

9.1 You will require all persons who use, operate, setup, install, or maintain the goods to use proper safe operating procedures, including, procedures set forth in any laws, regulations, manuals or instruction sheets.

9.2 You indemnify us, and our employees and agents from any loss, damage, or expense (including reasonable attorneys’ fees), by reason of: (1) any breach of your obligations under our agreement; or (2) of any injury to or death of any person or damage to any property (including the goods), arising out of or any actions or omissions by you or your employees or agents related to the goods, including, negligence or reckless conduct, maintenance of the goods, additions or modifications to the goods, or use of the goods.
.

10. General.

10.1 Our agreement is governed by Illinois law without giving effect to any choice or conflict of law provision.

10.2 We are in breach of our agreement only if you have given us notice describing the breach in reasonable detail, and we have failed to cure the breach within 30 days after receiving the notice (or if the breach cannot reasonably be cured within 30 days, we have failed to diligently begin to cure the breach).

10.3 Our agreement does shall not inure to the benefit of, or form the basis of a claim by, any other purchaser of the goods or other party.

10.4 The exclusive forum for any action or proceeding arising out of our agreement shall be the state or federal courts located in St. Louis County, Missouri, and each party irrevocably submits to the exclusive personal jurisdiction of such courts in any such action or proceeding. You and we irrevocably waive any objection to venue in such courts or to argue it is an inconvenient forum. Nothing in this section shall prevent enforcement in another forum of any judgment obtained in a proper forum.

10.5 All previous verbal and written communications between you and us for the sale of the goods are canceled. There are no other agreements or warranties, except as contained in the offer and these Terms, which are the final, complete, and exclusive expression of the agreement between you and us. If there is a conflict between the offer terms and these Terms, the offer terms will prevail. The offer and Terms may be amended only with our consent. The word “including” as used herein means “including, without limitation”. The invalidity of any part of the offer or Terms shall not invalidate any other part and, except for such invalid part, the remainder of our agreement shall remain effective. No waiver of performance shall be valid unless the other party consents in writing. No waiver of a specific action shall be construed as a waiver of future performance.

10.6 Any notice, consent, or demand under our agreement shall be in writing and delivered to the other party at the address set forth in the offer, or at such addresses as designated in writing. Service shall be made by hand delivery, by recognized overnight courier, by first class mail (registered or certified, return receipt requested), or (if confirmed in writing using one of the foregoing methods) by facsimile or email, in each case prepaid. All such communications shall be effective when received, except that email and facsimile communications shall be effective when received only if confirmation is received within seven days later.

10.7 Waiver Of Jury Trial: You and we explicitly waive all rights to a trial by jury in any action before a court regarding the terms of our agreement.