Branam Fastening Systems began in 1986 as a stud-welding supplier servicing regional customers throughout the Midwestern United States. While still headquartered just outside of Cleveland, Ohio, the company has grown in to a complete fastener solutions provider to some of the largest distributors and manufacturers worldwide. Our portfolio of products, services and information are now delivered to customers in North and South America, Europe, Australia and Asia. We are truly a global organization with the extensive importing and exporting operations needed to accommodate projects of any scale.

Branam Fastening Systems is a privately owned organization with the strength and agility to react to any situation your company might be facing. We isolate problems and we look for solutions. And while finding the right one may require a heightened commitment by both parties, it is a path we are willing to take if you’re willing to take it with us. From small distributors to large OEMs, our experience shows that working together, learning together and solving problems together often results in achieving really great things together.

The foundation of our solutions-based approach lies in an extremely-knowledgeable and highly-qualified team of individuals. This group is comprised of both seasoned fastener experts, who have been working with all types of products and customers for decades, and a new wave of progressive-minded members who offer a fresh perspective and approach. This successful combination has helped to make our portfolio of solutions even stronger and more effective for our clients. To learn how partnership with Branam Fastening Systems can benefit your organization, start the conversation >>

Branam Fastening Systems, Inc. is a company with a strong commitment to social responsibility. We believe that as a sustainable company, we need our suppliers and contractors to join us in this commitment, based on a shared set of values and principles.

There has been increased awareness of violence and human rights violations in the mining of certain minerals from the Democratic Republic of the Congo (DRC) and surrounding countries. Branam shares the deep concern about sources of minerals from these conflict zones and is therefore committed to make its products DRC conflict-free and obtain full transparency throughout its supply chain.

Branam supports the goals and objectives of Section 1502 of the Dodd-Frank Act, which aims to prevent the use of conflict minerals that directly or indirectly finance or benefit armed groups in The Democratic Republic of the Congo (DRC) or an adjoining country as defined in the Act (Conflict Region). Conflict minerals include: columbite-tantalite (coltan) (i.e., tantalum), cassiterite (i.e., tin), gold, wolframite (i.e., tungsten) or their derivatives and could expand to include any other mineral or their derivative determined by the U.S. Secretary of State to be financing the DRC conflict. The Act requires publicly traded companies to perform due diligence with respect to the sourcing of conflict minerals and to file annual reports relating to use of conflict minerals. Branam is implementing a due-diligence process to ensure its fullest compliance with any applicable provisions within the law as well as be in a position to provide necessary support to any of its customers who may be required to comply with the Act.

Branam suppliers will be required to exercise due diligence on the source and chain of custody of these minerals and shall make their due diligence measures available to Branam upon request.
Branam has either obtained, or is in the process of obtaining, information from suppliers concerning the origin of the metals that are used in the manufacture of Branam's products. Based upon information provided by our suppliers, Branam does not knowingly use metals derived from the Conflict Region.


1. Acceptance. Buyer Fastening Systems, Inc.'s or BFS Mil-tech Inc.'s (hereinafter referred to as "Buyer," both collectively and individually) purchase order constitutes Buyer's offer to purchase from Seller. Unless otherwise agreed to in writing by Buyer and Seller, all sales transactions are expressly limited to the terms and conditions set forth below. ALL TERMS AND CONDITIONS (INCLUDING BUT NOT LIMITED TO ADDITIONAL AND/OR DIFFERENT TERMS AND CONDITIONS) CONTAINED IN SELLER'S QUOTATION OR OTHER DOCUMENTS SUBMITTED OR PREPARD BY SELLER, WHETHER ELECTRONIC OR OTHERWISE, ARE EXPRESSLY REJECTED AND SHALL NOT BE BINDING UPON BUYER UNLESS AGREED TO IN WRITING BY A BUYER CORPORATE OFFICER. NO WAIVER OF THESE TERMS OR CONDITIONS OR ACCCEPTANCE OF OTHER TERMS AND CONDITIONS SHALL BE CONSTRUED FROM BUYER'S FAILURE TO OBJECT TO SAME. No conditions, custom, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement these Terms and Conditions shall be binding unless made in writing and signed by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such discrepancies, unless otherwise directed by Buyer.

2. Delivery. Time is of the essence. If a delivery is not expected to be made on-time, Seller will notify Buyer and will take all reasonable steps at Seller's cost to expedite delivery; provided, however, Buyer reserves the right, without liability, in addition to any other rights and remedies, to cancel any purchase order by notice to Seller and arrange for completion and/or purchase of substitute items elsewhere and to charge Seller with any loss or any additional costs incurred. If a delivery is not expected to be made on-time, Seller will notify Buyer and will take all reasonable steps at Seller's cost to expedite delivery; provided, however, Buyer reserves the right, without liability, in addition to any other rights and remedies, to cancel any purchase order by notice to Seller and arrange for completion and/or purchase of substitute items elsewhere and to charge Seller with any loss or any additional costs incurred. Goods shipped to Buyer in advance of schedule may be returned to Seller at Seller's expense.

3. Blanket Orders/Material Commitments. Unless otherwise agreed in writing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer's delivery schedule. In the event a blanket Purchase Order is initiated, Buyer reserves the right to schedule deliveries over a twelve- month period. THE TOTAL BLANKET PURCHASE ORDER QUANTITY REPRESENTS BUYER'S BEST ESTIMATED USAGE AND IS NOT A COMMITTMENT TO PURCHASE. Seller is not authorized to manufacture the total blanket purchase order quantity at once. Seller is authorized to manufacture only quantities released by Buyer via written releases from a blanket purchase order. Blanket order scheduled delivery dates and quantities are based on forecast and may be subject to a change or cancellation by Buyer. In the event of schedule changes, Buyer reserves the right to reschedule or cancel blanket purchase order release with written notice 30 days prior to delivery date. If the quantities estimated in a blanket purchase order are not consumed by Buyer (due to no fault of Seller) by an expiration date of a blanket purchase order, Buyer reserves the right to extend duration of a blanket purchase order for an additional 90 days. In the event estimated quantities are not consumed upon expiration of additional 90 days, Seller has the option to renegotiate the price for future Branam purchases based on the actual quantities delivered during an effective period of a blanket purchase order.

4. Shipping/Carriage/Transportation. Delivery of all products shall be made in accordance with the Buyer's instructions at the time of Purchase and/or as stated on the Purchase Order (in the absence of any specific instructions, all international shipments shall be F.O.B. shipping point act). For international F.O.B. shipments, Seller shall make the products available for export fully cleared from customs and shall arrange for delivery of the products to the consolidating hub or to Buyer's specified carrier's container yard at the port of shipment. Seller shall obtain all necessary export licenses and authorizations, and shall assume responsibility for all fees and costs associated therewith and with getting the products ready for loading, including but not limited to export customs clearance and associated documentation fees. Seller shall be responsible for the costs of checking operations, packaging and appropriate marking which are necessary for the purpose of delivering the products and shall also be responsible for loading of the products at Seller's dock. Seller shall provide, at Seller's cost, the delivery order and/or usual transport document required for Buyer to take delivery of the products. Seller shall give Buyer sufficient notice of the dispatch of the products and any other notice necessary to take delivery of the products. Buyer shall pay for the costs of pre-shipment inspection except when such inspections are required by the country of export. Buyer shall obtain all necessary import licenses and authorizations and shall assume responsibility for all fees and costs associated with import customs formalities, including but not limited to, import clearance, duties and administrative costs. With the exception of fees and costs associated with (i) obtaining all necessary export licenses and authorizations, (ii) getting products reading for loading, (iii) checking operations, packaging and appropriate marking of the products and (iv) loading of products at Seller's dock, Buyer is responsible for all costs for carriage/transportation from Seller's facility and Buyer's named place of delivery.

For domestic shipments, unless otherwise specifically provided by Buyer in writing, all carriage or transportation costs from Seller's facility to Buyer's named place of delivery are freight collect. UNLESS REQUESTED BY BUYER, SELLER SHALL NOT PREPAY CARRIAGE OR TRANSPORTATION COSTS AND ADD SUCH COSTS TO BUYER'S INVOICE. In such an event, Buyer will not be responsible for such costs and will not issue Seller any payment for such costs. Seller is responsible for any costs, fees, expenses or penalties incurred as a result of Seller's failure to follow Buyer's shipping instructions.
All materials shall be suitably packed, marked, loaded and shipped in accordance with the requirements of common carriers. Damage to any material not so packed will be charged to Seller. No charge shall be made by Seller for packaging, boxing, drayage, loading or storage unless otherwise stated herein. Products rejected and returned shall not be replaced by Seller without the prior written consent of Buyer. All products shall be subject to inspection and testing by Buyer before and after receipt. Any product furnished and the time and manner of delivery thereof must comply precisely with these Terms and Conditions and the purchase order. Any failure to so conform constitutes a substantial impairment of the value of the whole order and shall entitle Buyer, at its sole option, to cancel all or any part of the purchase order and to return product previously delivered to Buyer from Seller.

5. Terms of Payment/Discounts: The default terms of payment shall be net 5th day of the second month following the date of receipt of the product(s); provided, however, payment terms of 2/10, n/30T are available at Seller's request. Buyer reserves the right at all times to set-off any amount owing at any time to Seller or any affiliate of Seller. Any charges prepaid by Seller on behalf of Buyer pursuant to these Terms and Conditions or purchase order for which reimbursement is sought must be separately stated on the invoice and supported by receipts furnished to Buyer.

6. Order Changes/Substitution. Buyer reserves the right to change any specifications, drawings, delivery dates, quantities and items covered by the purchase order. If such change would materially affect the price or delivery date, Buyer and Seller shall mutually agree upon an equitable adjustment in the price and/or delivery date to reflect the effect of such change; provided Seller shall have notified Buyer in writing of any claim for such adjustment within thirty (30) days from the date of such notice from Buyer. Seller shall not suspend performance of the purchase order while Buyer and Seller are in the process of making such changes and any related adjustments. Seller agrees that it will not make any process or manufacturing changes which might affect the performance, characteristics, reliability or life of the products, or substitute any materials without prior written consent of Buyer.

7. Cancellation, Termination and Suspension. Buyer reserves the right, in its sole discretion, to cancel all or any part of the undelivered portion of a purchase order for any reason. Any purchase order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party's material breach of any term or provision of the purchase order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance under a purchase order; (d) dissolution or liquidation of such other party; and/or (e) such other party's failure to pay any indebtedness which is due and payable and which failure is not redeemed within 60 days following written notice.

8. Warranty. Seller warrants that, for a period of two (2) years from the date a product is delivered to Buyer, such product will be free from any defects in design, material and workmanship, such product will be in conformity with any applicable drawings and specifications, and title to such products shall be unencumbered. Payment for products will not constitute approval or acceptance of goods or services by Buyer; Buyer's right of inspection will survive payment. Buyer reserves the right to return, at Seller's expense, any defective or nonconforming products or shipments received contrary to the purchase order. If requested by Buyer, Seller will, at Buyer's option, refund the purchase price of the products, or correct or replace, at Seller's expense, the defective or nonconforming products with ten (10) days after notice by Buyer to Seller. All costs in connection with or as a result of such defective or nonconforming products, including, without limitation, cost to transport the products from Buyer to Seller and return shipment to Buyer, will be borne by Seller. This warranty will then continue as to the corrected or replaced products for two (2) years after the date of delivery of the corrected or replacement products to Buyer. If Seller fails to repair or replace the product within the time periods set forth herein, Buyer may repair or replace the defective or nonconforming goods at Seller's expense. Rejected or nonconforming products will not be deemed delivered on time unless corrected or replaced products are delivered within the delivery period applicable to the purchase order in question.

9. Patent/Trademark Infringement. Seller warrants that the products (other than those products for which Buyer has supplied specifications) and the sale and use of them will not infringe any United States or foreign patents, trademarks, tradedress, copyrights, trade secrets or any other form of intellectual property.

10. Indemnity. Seller will indemnify and hold harmless Buyer and its successors and assigns against any and all suits, losses or damages, liabilities, costs and expenses (including attorney's fees) ("Losses") which such parties may sustain or incur (a) in connection with a breach of any representation, warranty, or undertaking made by Seller in the purchase order or in the enforcement of the purchase order, or (b) in connection with the design, development, manufacture, distribution, sale, use or repair of the products, whether the claim be based upon the theory of breach of contract or warranty, negligence, strict liability, other tort infringement, misappropriation or any other legal theory, except to the extent caused by the negligence of Buyer, or (c) as a result of any suit, claim or demand under any environmental, health, safety or other laws, rules, regulations or requirements, in connection with the manufacture, distribution, transportation, storage, use or disposal of the products or of raw materials by Seller.

11. Compliance with Applicable Laws. Seller represents, warrants and covenants that all of the products, merchandise and materials delivered will be and will have been produced in compliance with all applicable laws, rules, regulations, orders, treaties and other requirements of federal, state and local governments and agencies thereof. Seller shall, at its sole cost, secure and maintain all necessary licenses, permits, authorizations or other approvals required for the operation of Seller's business or any property used therein, or as necessary for Seller's performance under the purchase order. Seller shall immediately notify Buyer in the event that Seller is not incompliance with any provisions of this section.

12. Confidentiality/Non-Solicitation. Seller agrees and acknowledges that certain information disclosed to Seller by Buyer, including but limited to, customer lists and cost and pricing information, is confidential, proprietary, and trade secret information by nature and that such information is not generally known by others in the highly competitive, international industry in which Buyer competes. Seller agrees to keep confidential all such information disclosed by Buyer. Seller further agrees, that it will not, either alone or in association with others, solicit, or facilitate any organization with which Seller is associated in soliciting, business from or perform services for any customer of Buyer, induce or attempt to induce, any such entity to cease doing business with Buyer, or in any way interfere with the relationship between any such entity and Buyer.

13. Insurance. Seller agrees to carry insurance covering product liability and general liability in amounts of not less than $5,000,000 per occurrence. All such policies shall provide for at least thirty (30) days prior written notice, to Buyer, of cancellation, non-renewal or material changes in the terms and conditions of the coverage. Seller will provide Buyer with a certificate of insurance upon request. In the event that Seller ceases to carry adequate insurance, Buyer may immediately cancel all purchase orders with Seller by providing written notice of its intention to cancel.

14. Right of Offset. Upon written notice any sum payable to Seller by Buyer pursuant to a Purchase Order may be set off by Buyer against any sum payable to Buyer by Seller under these terms and conditions or any other written agreement between Buyer and Seller.

15. RoHS, WEEE and REACH. Seller is and remains solely responsible for the full compliance of delivered products or parts of products with any applicable rules and regulations on the restriction of hazardous substances (RoHS). Therefore all delivered products or parts of products must be suitable and fit for RoHS compliant production and sale. Seller will use appropriate systems and processes to ensure the accuracy of RoHS determinations and maintain appropriate records to allow traceability of all products or parts of products. Insofar as products or parts of products are not supplied in accordance with the aforementioned requirements, Buyer reserves the right to cancel any affected purchase orders. Seller undertakes to duly and immediately inform Buyer of any changes affecting RoHS compliance. In case of cancellation of purchase orders or proven violations of national or international RoHS compliance by Seller, Seller undertakes to indemnify and hold harmless Buyer from any claim, liability, loss damage, judgment and external responsibility, irrespective of their legal ground, and to bear any and all harm, loss or damage arising to Buyer's disadvantage in the event of infringement. To the extent required by applicable law, Seller shall be responsible for the collection, treatment, recovery or disposal of (i) the products or any part thereof when they are deemed by law to be 'waste' and (ii) any items for which the products or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment legislations (WEEE) and related legislation, to dispose of waste products or any part thereof, Seller shall dispose of such products entirely at its own cost (including handling and transportation costs). Seller is and remains solely responsible for the full compliance of delivered products, parts of products or substances with the requirements of Regulation (EC) NO. 1907/2006 (REACH) as of December 18, 2006, as amended, as well as national regulations issued in execution of this Regulation. Seller guarantees that all obligations under REACH, in particular all information requirements, have been fulfilled. Seller undertakes to duly and immediately inform Buyer of any changes affecting REACH compliance. In case of cancellation of any purchase order or proven violations of REACH compliance, Seller undertakes to indemnify and hold harmless Buyer from any claim, liability, loss damage, judgment and external responsibility, irrespective of their legal ground, and to bear any and all harm, loss or damage arising to Buyer's disadvantage in the event of infringement.

16. Conflict Minerals. Buyer supports the goals and objectives of Section 1502 of the Dodd-Frank Act, which aims to prevent the use of conflict minerals that directly or indirectly finance or benefit armed groups in The Democratic Republic of the Congo (DRC) or an adjoining country as defined in the Act (Conflict Region). Conflict minerals include: columbite-tantalite (coltan) (i.e., tantalum), cassiterite (i.e., tin), gold, wolframite (i.e., tungsten) or their derivatives and could expand to include any other mineral or their derivative determined by the U.S. Secretary of State to be financing the DRC conflict. The Act requires publicly traded companies to perform due diligence with respect to the sourcing of conflict minerals and to file annual reports relating to use of conflict minerals. Seller is required to exercise due diligence on the source and chain of custody of these minerals and shall make their due diligence measures available to Branam upon request.

17. Force Majeure. Neither party shall be liable for any delay or failure to perform to the extent caused by (including but not limited to) fire, flood, explosion, war, acts of terrorism, riot, embargo, labor disputes, compliance with laws, regulations, orders, acts or requirements from the government, civil or military authorities, acts of God, or any act or event of nature reasonably beyond such party's control.

18. Waiver. No waiver shall be valid unless in writing and shall not be inferred or implied by either party's failure to exercise any rights available under these Terms and Conditions.

19. Severability. Should any provision of these Terms and Conditions be declared by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby, it being the intent of the parties that they would have executed the remaining portion without including any such part or portions which may be declared invalid.

20. Governing Law. The purchase of any product(s) by Buyer shall be governed by and construed in accordance with the laws of the State of Ohio (excluding its conflict of laws provisions). Any proceeding pertaining to any such claim shall be venued in Cleveland, Ohio.

21. Entire Agreement/Amendment. Buyer and Seller agree that these Terms and Conditions constitute their complete and exclusive agreement regarding the subject matter of Buyer's purchase order and supersede any prior communications, representations or agreements of the parties, whether oral or written and cannot be altered, amended, or modified except in writing executed by an authorized representative of both parties.

22. Assignability. Neither party may sell, assign or transfer its rights, duties or obligations under these Terms and Conditions without the prior written consent of the other, provided however, that Buyer reserves the right to assign its rights, duties and obligations to any party purchasing substantially all of Buyer's assets.

23. Headings. Captions or headings are inserted for convenience only and shall not be construed as part of these Terms and Conditions or as a limitation upon the scope of the particular section to which they refer.

24. Survival. The terms of Sections 3, 4, 5, 6, 8, 9, 10, 11, 12, 14, 15, 16, 18 and 20 of these Terms and Conditions shall survive the termination, cancellation or expiration of any purchase order.


1. Acceptance. Buyer Fastening Systems, Inc.'s or BFS Mil-tech Inc.'s (hereinafter referred to as "Buyer," both collectively and individually) purchase order constitutes Buyer's offer to purchase from Seller. Unless otherwise agreed to in writing by Buyer and Seller, all sales transactions are expressly limited to the terms and conditions set forth below. ALL TERMS AND CONDITIONS (INCLUDING BUT NOT LIMITED TO ADDITIONAL AND/OR DIFFERENT TERMS AND CONDITIONS) CONTAINED IN SELLER'S QUOTATION OR OTHER DOCUMENTS SUBMITTED OR PREPARD BY SELLER, WHETHER ELECTRONIC OR OTHERWISE, ARE EXPRESSLY REJECTED AND SHALL NOT BE BINDING UPON BUYER UNLESS AGREED TO IN WRITING BY A BUYER CORPORATE OFFICER. NO WAIVER OF THESE TERMS OR CONDITIONS OR ACCCEPTANCE OF OTHER TERMS AND CONDITIONS SHALL BE CONSTRUED FROM BUYER'S FAILURE TO OBJECT TO SAME. No conditions, custom, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement these Terms and Conditions shall be binding unless made in writing and signed by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such discrepancies, unless otherwise directed by Buyer.

2. Delivery. Time is of the essence. If a delivery is not expected to be made on-time, Seller will notify Buyer and will take all reasonable steps at Seller's cost to expedite delivery; provided, however, Buyer reserves the right, without liability, in addition to any other rights and remedies, to cancel any purchase order by notice to Seller and arrange for completion and/or purchase of substitute items elsewhere and to charge Seller with any loss or any additional costs incurred. If a delivery is not expected to be made on-time, Seller will notify Buyer and will take all reasonable steps at Seller's cost to expedite delivery; provided, however, Buyer reserves the right, without liability, in addition to any other rights and remedies, to cancel any purchase order by notice to Seller and arrange for completion and/or purchase of substitute items elsewhere and to charge Seller with any loss or any additional costs incurred. Goods shipped to Buyer in advance of schedule may be returned to Seller at Seller's expense.

3. Blanket Orders/Material Commitments. Unless otherwise agreed in writing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer's delivery schedule. In the event a blanket Purchase Order is initiated, Buyer reserves the right to schedule deliveries over a twelve- month period. THE TOTAL BLANKET PURCHASE ORDER QUANTITY REPRESENTS BUYER'S BEST ESTIMATED USAGE AND IS NOT A COMMITTMENT TO PURCHASE. Seller is not authorized to manufacture the total blanket purchase order quantity at once. Seller is authorized to manufacture only quantities released by Buyer via written releases from a blanket purchase order. Blanket order scheduled delivery dates and quantities are based on forecast and may be subject to a change or cancellation by Buyer. In the event of schedule changes, Buyer reserves the right to reschedule or cancel blanket purchase order release with written notice 30 days prior to delivery date. If the quantities estimated in a blanket purchase order are not consumed by Buyer (due to no fault of Seller) by an expiration date of a blanket purchase order, Buyer reserves the right to extend duration of a blanket purchase order for an additional 90 days. In the event estimated quantities are not consumed upon expiration of additional 90 days, Seller has the option to renegotiate the price for future Branam purchases based on the actual quantities delivered during an effective period of a blanket purchase order.

4. Shipping/Carriage/Transportation. Delivery of all products shall be made in accordance with the Buyer's instructions at the time of Purchase and/or as stated on the Purchase Order (in the absence of any specific instructions, all international shipments shall be F.O.B. shipping point act). For international F.O.B. shipments, Seller shall make the products available for export fully cleared from customs and shall arrange for delivery of the products to the consolidating hub or to Buyer's specified carrier's container yard at the port of shipment. Seller shall obtain all necessary export licenses and authorizations, and shall assume responsibility for all fees and costs associated therewith and with getting the products ready for loading, including but not limited to export customs clearance and associated documentation fees. Seller shall be responsible for the costs of checking operations, packaging and appropriate marking which are necessary for the purpose of delivering the products and shall also be responsible for loading of the products at Seller's dock. Seller shall provide, at Seller's cost, the delivery order and/or usual transport document required for Buyer to take delivery of the products. Seller shall give Buyer sufficient notice of the dispatch of the products and any other notice necessary to take delivery of the products. Buyer shall pay for the costs of pre-shipment inspection except when such inspections are required by the country of export. Buyer shall obtain all necessary import licenses and authorizations and shall assume responsibility for all fees and costs associated with import customs formalities, including but not limited to, import clearance, duties and administrative costs. With the exception of fees and costs associated with (i) obtaining all necessary export licenses and authorizations, (ii) getting products reading for loading, (iii) checking operations, packaging and appropriate marking of the products and (iv) loading of products at Seller's dock, Buyer is responsible for all costs for carriage/transportation from Seller's facility and Buyer's named place of delivery.

For domestic shipments, unless otherwise specifically provided by Buyer in writing, all carriage or transportation costs from Seller's facility to Buyer's named place of delivery are freight collect. UNLESS REQUESTED BY BUYER, SELLER SHALL NOT PREPAY CARRIAGE OR TRANSPORTATION COSTS AND ADD SUCH COSTS TO BUYER'S INVOICE. In such an event, Buyer will not be responsible for such costs and will not issue Seller any payment for such costs. Seller is responsible for any costs, fees, expenses or penalties incurred as a result of Seller's failure to follow Buyer's shipping instructions.
All materials shall be suitably packed, marked, loaded and shipped in accordance with the requirements of common carriers. Damage to any material not so packed will be charged to Seller. No charge shall be made by Seller for packaging, boxing, drayage, loading or storage unless otherwise stated herein. Products rejected and returned shall not be replaced by Seller without the prior written consent of Buyer. All products shall be subject to inspection and testing by Buyer before and after receipt. Any product furnished and the time and manner of delivery thereof must comply precisely with these Terms and Conditions and the purchase order. Any failure to so conform constitutes a substantial impairment of the value of the whole order and shall entitle Buyer, at its sole option, to cancel all or any part of the purchase order and to return product previously delivered to Buyer from Seller.

5. Terms of Payment/Discounts: The default terms of payment shall be net 5th day of the second month following the date of receipt of the product(s); provided, however, payment terms of 2/10, n/30T are available at Seller's request. Buyer reserves the right at all times to set-off any amount owing at any time to Seller or any affiliate of Seller. Any charges prepaid by Seller on behalf of Buyer pursuant to these Terms and Conditions or purchase order for which reimbursement is sought must be separately stated on the invoice and supported by receipts furnished to Buyer.

6. Order Changes/Substitution. Buyer reserves the right to change any specifications, drawings, delivery dates, quantities and items covered by the purchase order. If such change would materially affect the price or delivery date, Buyer and Seller shall mutually agree upon an equitable adjustment in the price and/or delivery date to reflect the effect of such change; provided Seller shall have notified Buyer in writing of any claim for such adjustment within thirty (30) days from the date of such notice from Buyer. Seller shall not suspend performance of the purchase order while Buyer and Seller are in the process of making such changes and any related adjustments. Seller agrees that it will not make any process or manufacturing changes which might affect the performance, characteristics, reliability or life of the products, or substitute any materials without prior written consent of Buyer.

7. Cancellation, Termination and Suspension. Buyer reserves the right, in its sole discretion, to cancel all or any part of the undelivered portion of a purchase order for any reason. Any purchase order may be terminated by Buyer or by Seller at any time immediately upon written notice in the event of the other party's material breach of any term or provision of the purchase order or upon the occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger performance under a purchase order; (d) dissolution or liquidation of such other party; and/or (e) such other party's failure to pay any indebtedness which is due and payable and which failure is not redeemed within 60 days following written notice.

8. Warranty. Seller warrants that, for a period of two (2) years from the date a product is delivered to Buyer, such product will be free from any defects in design, material and workmanship, such product will be in conformity with any applicable drawings and specifications, and title to such products shall be unencumbered. Payment for products will not constitute approval or acceptance of goods or services by Buyer; Buyer's right of inspection will survive payment. Buyer reserves the right to return, at Seller's expense, any defective or nonconforming products or shipments received contrary to the purchase order. If requested by Buyer, Seller will, at Buyer's option, refund the purchase price of the products, or correct or replace, at Seller's expense, the defective or nonconforming products with ten (10) days after notice by Buyer to Seller. All costs in connection with or as a result of such defective or nonconforming products, including, without limitation, cost to transport the products from Buyer to Seller and return shipment to Buyer, will be borne by Seller. This warranty will then continue as to the corrected or replaced products for two (2) years after the date of delivery of the corrected or replacement products to Buyer. If Seller fails to repair or replace the product within the time periods set forth herein, Buyer may repair or replace the defective or nonconforming goods at Seller's expense. Rejected or nonconforming products will not be deemed delivered on time unless corrected or replaced products are delivered within the delivery period applicable to the purchase order in question.

9. Patent/Trademark Infringement. Seller warrants that the products (other than those products for which Buyer has supplied specifications) and the sale and use of them will not infringe any United States or foreign patents, trademarks, tradedress, copyrights, trade secrets or any other form of intellectual property.

10. Indemnity. Seller will indemnify and hold harmless Buyer and its successors and assigns against any and all suits, losses or damages, liabilities, costs and expenses (including attorney's fees) ("Losses") which such parties may sustain or incur (a) in connection with a breach of any representation, warranty, or undertaking made by Seller in the purchase order or in the enforcement of the purchase order, or (b) in connection with the design, development, manufacture, distribution, sale, use or repair of the products, whether the claim be based upon the theory of breach of contract or warranty, negligence, strict liability, other tort infringement, misappropriation or any other legal theory, except to the extent caused by the negligence of Buyer, or (c) as a result of any suit, claim or demand under any environmental, health, safety or other laws, rules, regulations or requirements, in connection with the manufacture, distribution, transportation, storage, use or disposal of the products or of raw materials by Seller.

11. Compliance with Applicable Laws. Seller represents, warrants and covenants that all of the products, merchandise and materials delivered will be and will have been produced in compliance with all applicable laws, rules, regulations, orders, treaties and other requirements of federal, state and local governments and agencies thereof. Seller shall, at its sole cost, secure and maintain all necessary licenses, permits, authorizations or other approvals required for the operation of Seller's business or any property used therein, or as necessary for Seller's performance under the purchase order. Seller shall immediately notify Buyer in the event that Seller is not incompliance with any provisions of this section.

12. Confidentiality/Non-Solicitation. Seller agrees and acknowledges that certain information disclosed to Seller by Buyer, including but limited to, customer lists and cost and pricing information, is confidential, proprietary, and trade secret information by nature and that such information is not generally known by others in the highly competitive, international industry in which Buyer competes. Seller agrees to keep confidential all such information disclosed by Buyer. Seller further agrees, that it will not, either alone or in association with others, solicit, or facilitate any organization with which Seller is associated in soliciting, business from or perform services for any customer of Buyer, induce or attempt to induce, any such entity to cease doing business with Buyer, or in any way interfere with the relationship between any such entity and Buyer.

13. Insurance. Seller agrees to carry insurance covering product liability and general liability in amounts of not less than $5,000,000 per occurrence. All such policies shall provide for at least thirty (30) days prior written notice, to Buyer, of cancellation, non-renewal or material changes in the terms and conditions of the coverage. Seller will provide Buyer with a certificate of insurance upon request. In the event that Seller ceases to carry adequate insurance, Buyer may immediately cancel all purchase orders with Seller by providing written notice of its intention to cancel.

14. Right of Offset. Upon written notice any sum payable to Seller by Buyer pursuant to a Purchase Order may be set off by Buyer against any sum payable to Buyer by Seller under these terms and conditions or any other written agreement between Buyer and Seller.

15. RoHS, WEEE and REACH. Seller is and remains solely responsible for the full compliance of delivered products or parts of products with any applicable rules and regulations on the restriction of hazardous substances (RoHS). Therefore all delivered products or parts of products must be suitable and fit for RoHS compliant production and sale. Seller will use appropriate systems and processes to ensure the accuracy of RoHS determinations and maintain appropriate records to allow traceability of all products or parts of products. Insofar as products or parts of products are not supplied in accordance with the aforementioned requirements, Buyer reserves the right to cancel any affected purchase orders. Seller undertakes to duly and immediately inform Buyer of any changes affecting RoHS compliance. In case of cancellation of purchase orders or proven violations of national or international RoHS compliance by Seller, Seller undertakes to indemnify and hold harmless Buyer from any claim, liability, loss damage, judgment and external responsibility, irrespective of their legal ground, and to bear any and all harm, loss or damage arising to Buyer's disadvantage in the event of infringement. To the extent required by applicable law, Seller shall be responsible for the collection, treatment, recovery or disposal of (i) the products or any part thereof when they are deemed by law to be 'waste' and (ii) any items for which the products or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment legislations (WEEE) and related legislation, to dispose of waste products or any part thereof, Seller shall dispose of such products entirely at its own cost (including handling and transportation costs). Seller is and remains solely responsible for the full compliance of delivered products, parts of products or substances with the requirements of Regulation (EC) NO. 1907/2006 (REACH) as of December 18, 2006, as amended, as well as national regulations issued in execution of this Regulation. Seller guarantees that all obligations under REACH, in particular all information requirements, have been fulfilled. Seller undertakes to duly and immediately inform Buyer of any changes affecting REACH compliance. In case of cancellation of any purchase order or proven violations of REACH compliance, Seller undertakes to indemnify and hold harmless Buyer from any claim, liability, loss damage, judgment and external responsibility, irrespective of their legal ground, and to bear any and all harm, loss or damage arising to Buyer's disadvantage in the event of infringement.

16. Conflict Minerals. Buyer supports the goals and objectives of Section 1502 of the Dodd-Frank Act, which aims to prevent the use of conflict minerals that directly or indirectly finance or benefit armed groups in The Democratic Republic of the Congo (DRC) or an adjoining country as defined in the Act (Conflict Region). Conflict minerals include: columbite-tantalite (coltan) (i.e., tantalum), cassiterite (i.e., tin), gold, wolframite (i.e., tungsten) or their derivatives and could expand to include any other mineral or their derivative determined by the U.S. Secretary of State to be financing the DRC conflict. The Act requires publicly traded companies to perform due diligence with respect to the sourcing of conflict minerals and to file annual reports relating to use of conflict minerals. Seller is required to exercise due diligence on the source and chain of custody of these minerals and shall make their due diligence measures available to Branam upon request.

17. Force Majeure. Neither party shall be liable for any delay or failure to perform to the extent caused by (including but not limited to) fire, flood, explosion, war, acts of terrorism, riot, embargo, labor disputes, compliance with laws, regulations, orders, acts or requirements from the government, civil or military authorities, acts of God, or any act or event of nature reasonably beyond such party's control.

18. Waiver. No waiver shall be valid unless in writing and shall not be inferred or implied by either party's failure to exercise any rights available under these Terms and Conditions.

19. Severability. Should any provision of these Terms and Conditions be declared by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby, it being the intent of the parties that they would have executed the remaining portion without including any such part or portions which may be declared invalid.

20. Governing Law. The purchase of any product(s) by Buyer shall be governed by and construed in accordance with the laws of the State of Ohio (excluding its conflict of laws provisions). Any proceeding pertaining to any such claim shall be venued in Cleveland, Ohio.

21. Entire Agreement/Amendment. Buyer and Seller agree that these Terms and Conditions constitute their complete and exclusive agreement regarding the subject matter of Buyer's purchase order and supersede any prior communications, representations or agreements of the parties, whether oral or written and cannot be altered, amended, or modified except in writing executed by an authorized representative of both parties.

22. Assignability. Neither party may sell, assign or transfer its rights, duties or obligations under these Terms and Conditions without the prior written consent of the other, provided however, that Buyer reserves the right to assign its rights, duties and obligations to any party purchasing substantially all of Buyer's assets.

23. Headings. Captions or headings are inserted for convenience only and shall not be construed as part of these Terms and Conditions or as a limitation upon the scope of the particular section to which they refer.

24. Survival. The terms of Sections 3, 4, 5, 6, 8, 9, 10, 11, 12, 14, 15, 16, 18 and 20 of these Terms and Conditions shall survive the termination, cancellation or expiration of any purchase order.