Terms of service

These Terms & Conditions of Sale (“Terms”) govern every quotation, order, and sale of products (“Products”) by Brink Innovation LLC (“Brink,” “we,” “us”) to the purchasing party (“Buyer,” “you”). By placing a purchase order or clicking “I agree” at checkout, you accept these Terms. Any different or additional terms in your purchase order or other documents are rejected and will not apply unless Brink agrees in a signed writing.

1) Quotes, Orders & Acceptance

  • Quotes. Unless stated otherwise, quotes are valid for 30 days from the date issued.
  • Orders. Your order is an offer to buy. We accept only by (a) written order acknowledgment, (b) starting to fulfill the order, or (c) shipping the Products.
  • Priority of Terms. These Terms control over any conflicting terms in your purchase order, website forms, or other documents, unless Brink expressly agrees in writing.

2) Prices, Taxes & Changes

  • Prices. Prices are in U.S. dollars and exclusive of taxes, duties, and shipping.
  • Taxes. You are responsible for all sales, use, excise, VAT/GST, duties, and similar taxes. If Brink is required to collect tax, we will add it to your invoice unless you provide a valid exemption certificate.
  • Errors. We may correct typographical, pricing, or availability errors. If a correction affects your order, we’ll notify you and you may accept the corrected order or receive a refund.

3) Payment Terms

  • Purchase Orders (invoiced accounts). Net 30 days from invoice date, subject to Brink’s approval of your credit. Past-due amounts may accrue 1.5% per month (or the maximum allowed by law). You agree to pay reasonable collection costs and attorneys’ fees if we must collect.
  • Online / e-commerce orders. Payment in full at checkout. No credit terms apply.
  • No set-off. You may not set off or withhold payments for claims or disputes.

4) Shipping, Title & Risk of Loss

  • Delivery Terms. Shipments are EXW (Incoterms® 2020) Brink’s shipping point unless our acknowledgment states otherwise.
  • Title & Risk. Title and risk of loss pass to you when the Products are handed to the carrier.
  • Dates. Ship dates are estimates. We are not liable for delays beyond our reasonable control (see Force Majeure).
  • Expedited Freight. If you paid for an expedite and we are solely responsible for missing an agreed ship date, our remedy is to refund the expedite premium (not consequential damages).

5) Inspection & Acceptance

Five-Day Check. You must inspect within 5 business days after delivery and notify us of visible damage, shortages, or wrong items (include photos). If we do not receive timely notice, the shipment is deemed accepted. This does not limit warranty claims for latent defects.

6) Cancellations & Changes

  • Stock items may be canceled before shipment at no charge.
  • Custom/Made-to-Order/Configured items may be non-cancelable once released; if cancellation is possible, you must pay actual costs incurred (materials, labor, reasonable charges).
  • Blanket orders. Not applicable. Any blanket or scheduled releases will be governed by a separate signed supply agreement, not these Terms.

7) Returns (RMA Required)

  • Authorization. Returns require a Return Material Authorization (RMA). RMA numbers expire after 14 days—ship before expiry.
  • Condition. Returned items must be unused, uninstalled, unmodified, and in resellable condition with all original packaging, labels, manuals, and accessories. Use an insured, trackable method; you bear the risk of loss until receipt by Brink.
  • Fees. Eligible returns may incur a restocking fee up to 25% of the product price. No restocking fee applies to items confirmed Defective on Arrival (DOA) when reported within 7 days of delivery.
  • Non-returnable items. Cut-to-length tubing or hose, configured assemblies, custom/made-to-order, items that have been installed, pressurized, energized, wetted, or contaminated, special-order/clearance/as-is items, and items with broken tamper seals, missing serial numbers, or missing packaging.
  • Shipping costs. Original shipping, return shipping, duties/taxes, and expedite fees are non-refundable. If your order shipped under a free-shipping promotion, we may deduct our actual outbound freight from any refund.

8) Warranty

  • Coverage. Each Product is warranted against defects in materials and workmanship for the Warranty Period stated on the applicable Brink product page or datasheet. If no Warranty Period is stated, the default is 12 months from shipment.
  • Remedies. At our option, we will repair, replace, or refund the purchase price for Products confirmed defective during the Warranty Period.
  • Exclusions. The warranty does not cover normal wear, consumables, improper installation, misuse/abuse, operation outside published specifications, contamination, unauthorized repairs or modifications, or combination with third-party equipment not approved by Brink.
  • Process. You must request an RMA, return the Product for evaluation, and follow our instructions. We may troubleshoot with you before authorizing a return.
  • Disclaimer. To the fullest extent permitted by law, this warranty is exclusive and in place of all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9) Regulated Medical Use—Disclosure & Approval Required

Our Products are not authorized for use in regulated medical devices or diagnostics (including uses requiring FDA, EU MDR/IVDR, or similar approvals) unless you disclose the intended use in advance and receive Brink’s written approval. You assume all liability for any regulated medical use without such approval. Products are not for life-support, implantation, or patient-contact unless expressly approved in writing.

10) Export, Sanctions & Prohibited End-Uses

  • Compliance. You will comply with all applicable export, re-export, and sanctions laws and regulations (e.g., U.S. EAR, ITAR, and OFAC programs) and will not sell or ship Products to restricted parties or destinations.
  • WMD Prohibition. You will not use, resell, or divert Products for the design, development, production, stockpiling, or use of nuclear, chemical, or biological weapons, missile technology, or related facilities/programs.
  • End-use Certifications. For higher-risk orders or destinations, we may require end-use/end-user certifications as a condition of sale.
  • No Diversion. You will not divert Products contrary to these restrictions and will flow down these obligations to your affiliates or agents who receive Products.

11) Compliance Verification (Light Audit Rights)

On 10 business days’ notice, Brink may remotely review records reasonably necessary to verify your compliance with Section 9 (Regulated Medical Use) and Section 10 (Export/Sanctions/WMD) for the preceding 24 months. Reviews occur during normal business hours, are limited to order, shipment, customer identity, and end-use documentation, and are subject to reasonable confidentiality protections. As an alternative, Brink may request an annual compliance certification signed by an authorized officer. If a material breach is confirmed (e.g., false certification or prohibited end-use), Brink may suspend or cancel shipments and you will reimburse reasonable verification costs.

12) Limitation of Liability

  • Cap. Brink’s total liability for any claim arising out of or relating to the Products or these Terms is limited to the amount you paid for the Product(s) giving rise to the claim.
  • No consequential damages. We are not liable for indirect, incidental, special, exemplary, or consequential damages, including lost profits, lost data, downtime, or cover.
  • Time limit. Any claim must be brought within one (1) year after it accrues.

13) Intellectual Property, Confidentiality & No Reverse Engineering

  • IP. All intellectual property rights in the Products, drawings, software, and documentation remain with Brink or its licensors.
  • Confidentiality. Pricing, drawings, software, and non-public documentation are Confidential Information and may not be disclosed to third parties except as needed to use the Products.
  • No Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Products or attempt to derive trade secrets, except to the extent permitted by applicable law notwithstanding this restriction.

14) Indemnity from Buyer

You will defend, indemnify, and hold harmless Brink and its affiliates from claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your integration, installation, or use of the Products; (b) regulated medical use without Brink’s written approval; (c) export/sanctions/WMD violations or diversion; or (d) intellectual property claims arising from a combination of the Products with other items not supplied or approved by Brink.

15) Force Majeure

Brink is not liable for any delay or failure to perform (other than payment obligations) due to causes beyond our reasonable control, including shortages, labor issues, transportation failures, acts of God, pandemics/epidemics, cyber incidents, or government actions. Delivery dates will be extended for the duration of the event.

16) Returns Involving Hazardous Exposure

For everyone’s safety, Products exposed to hazardous, biological, or unknown materials may not be returned. We may require a decontamination certificate before accepting any return.

17) Security Interest; Suspended Performance

Until paid in full, Brink retains a purchase-money security interest in the Products and may file UCC-1 financing statements. If you miss payments or Brink reasonably believes your credit is impaired, we may suspend or cancel shipments, require cash in advance, and/or reclaim undelivered Products.

18) Governing Law & Venue

These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-law rules. The exclusive forum for any dispute is the state or federal courts located in Monmouth County, New Jersey, and you consent to personal jurisdiction there. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

19) Website / E-Commerce Specific Terms

  • Order Acceptance. Online orders are offers to buy. Brink may accept or reject after fraud screening and availability checks.
  • Payment. Payment in full is required at checkout for online orders.
  • Cancellations/Refunds for Errors. If a pricing, description, or availability error occurs, we may cancel and refund or offer to fulfill at the corrected price.
  • Electronic Communications. You consent to receive electronic communications, including order confirmations, invoices, and notices.

20) Miscellaneous

  • Assignment. You may not assign your rights or obligations without Brink’s prior written consent, except to a successor in a merger or sale of substantially all assets, provided the successor assumes these Terms.
  • Independent contractors. We are independent contracting parties; no partnership, joint venture, or agency is created.
  • Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable; the rest remain in effect.
  • No waiver. A waiver must be in writing and is not a waiver of any later breach.
  • Entire agreement; changes. These Terms, together with the applicable quote or order acknowledgment, are the entire agreement for your purchase. We may update these Terms prospectively by posting a new version on our website; the version posted when you place your order governs that order.