OEM Information

OEM SUPPLY

Top Brass is a major supplier of new and reconditioned brass cartridge cases and projectiles for the small arms ammunition marketplace.  Our products are used across many known brands throughout the industry.  

For ALL OEM customers, both current and new, Top Brass requires an up-to-date copy of their ‘named’ FEDERAL FIREARMS LICENSE (FFL), as well as a commitment to listed minimum order requirements.  Below are the Terms and Conditions of Sale associated with OEM Supply:

TERMS AND CONDITIONS OF SALE

1. SCOPE – The Terms and Conditions (“Terms”) contained herein shall apply to all Top Brass quotations, offers, and sales of products and/or services, except to the extent that these Terms conflict with a written contract, sales agreement or distributor agreement signed by both Top Brass and Buyer.  Top Brass quotations, offers, and sales are expressly conditioned upon Buyer’s acceptance of the Terms herein, which acceptance may be express or implied.  Top Brass expressly rejects any Buyer terms and conditions, including but not limited to any Buyer terms and conditions which have been or may in the future be included as part of any purchase order, procurement document, or other communication from Buyer.  Top Brass’ failure to object to provisions contained in any communication from Buyer shall not be deemed to waive any provisions herein, or to accept any different terms and conditions communicated by Buyer.  These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry.
2. PRICE, TAXES AND QUOTATIONS – Price proposals by Top Brass for products and/or services are valid for ten (10) days from issuance, unless otherwise provided by Top Brass in writing.  Except where specifically indicated in Top Brass’ written price proposal, all prices are exclusive of applicable taxes, including but not limited to revenue or excise taxes, value added taxes, import duties (including brokerage fees) or other taxes applicable to the manufacture or sale of any product.  All applicable taxes shall be the responsibility of and paid by Buyer.  Any amounts paid at any time by Top Brass that are the responsibility of Buyer, such as export license fees, shall be invoiced to Buyer and shall be reimbursed by Buyer to Top Brass.
3. TIME OF DELIVERY – Top Brass reserves the right to ship product in advance of any Confirmed Shipping Date.  Time of delivery by Top Brass is not of the essence.  
4. PAYMENT TERMS – Standard payment terms for Top Brass are:  Upon Delivery, FOB Origin, unless otherwise provided in writing by Top Brass.  Any payment terms that are extended beyond these standard payment terms are at the sole discretion of Top Brass and are made on a case-by-case and sale-by-sale basis.  In the event that extended payment terms are offered by Top Brass to Buyer, such terms shall be stated as: NET DAYS from the date of invoice.  If amounts are not paid when due, Buyer agrees to pay interest on any unpaid balance at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.  All payments are to be in United States dollars.  Where payment is made by letter of credit, all costs of collection shall be for Buyer’s account.  Buyer agrees to pay Top Brass’ reasonable costs to collect delinquent accounts, including but not limited to attorney fees and costs of legal action.
5. NON-CONFORMING DELIVERY AND RISK OF LOSS – (a) All sales are FOB Origin.  Risk of loss and title shall pass to Buyer as soon as the products have been placed with a transport agent.  Top Brass shall be entitled to retain a security interest in the products until Buyer’s final payment to Top Brass.  (b) Buyer shall notify Top Brass in writing of any visible defects, quantity shortages or incorrect shipments.
6. ORDER CANCELLATION – (a) Buyer’s Cancellation for Convenience:  Buyer may cancel delivery without penalty if the cancellation is more than ten (10) days from the Confirmed Ship Date, and the products are considered standard SKUs by Top Brass.  If the cancellation is ten (10) days or less from the Confirmed Ship Date, and the products are considered standard SKUs by Top Brass, Top Brass may, at its own discretion, charge the Buyer for any and all costs associated with inventory collection and shipping that was incurred, as well as any and all costs associated with un-packaging and restocking that was incurred.  (b) Non-Standard Product Cancellation:  For products that are considered non-standard SKUs by Top Brass, Buyer may cancel an order by providing written notice to Top Brass more than thirty (30) days from the Confirmed Ship Date, except that (1) Buyer shall accept delivery and pay Top Brass the contract price for all products and services completed at the time of such cancellation; (2) for products which are in the work-in-process inventory and services which Top Brass has not completed at the time of cancellation, the Buyer shall pay Top Brass an amount equal to the percentage complete multiplied by the contract price; and (3) Buyer shall pay promptly to Top Brass the costs of settling and paying claims relating to termination of the work of Top Brass’ subcontractors and vendors, as well as accounting, legal, and clerical costs relating to the cancellation. (c) Buyer’s Cancellation for Default:  If Top Brass does not deliver products or services by an order’s Confirmed Ship Date, and Buyer provides written notice with at least thirty (30) days for Top Brass to cure, and, after such cure period, Top Brass is unable to complete delivery, then Buyer may cancel the order in whole or in part.  Under no circumstances shall any delay in receiving a necessary approval from any government entity for shipment or receipt of product or services give rise to a default on the part of Top Brass, or to Buyer’s right to cancel an order in while or in part.  Notwithstanding any termination of Top Brass for default, Buyer shall accept and pay Top Brass the contract price for all conforming products and services delivered by Top Brass prior to such termination.  (d) Top Brass’ Cancellation:   Top Brass shall have the right to cancel any order in whole or in part, without notice to Buyer, in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or otherwise in Top Brass’ judgment becomes unable to meet its financial obligations in the normal course of business.  Nothing in this Agreement shall be construed to limit any right or remedy of Top Brass at law or in equity.  All rights and remedies of Top Brass under this Agreement and at law and in equity are cumulative and not mutually exclusive, and the exercise of one shall not be deemed waiver of the right to exercise any other.
7. LIMITED WARRANTY – Top Brass warrants that the products covered by this agreement shall conform to the commercial grade of products as advertised in company catalogs, website information or other company product information provided, as presented by us and/or agreed to in writing by us hereunder.  IN ALL OTHER RESPECTS PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS WILL MEET YOUR EXPECTATIONS. WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS THAT ARE NOT AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. IN NO EVENT SHALL TOP BRASS INC. OR ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES, DIRECTORS OR OFFICERS (COLLECTIVELY, OUR “AFFILIATES”) HAVE ANY OBLIGATIONS OR LIABILITIES TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFITS, FOR LOSS OF BUSINESS OR USE, OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF WE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OR IN CONNECTION WITH THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF THE PRODUCTS . NO EMPLOYEE OR REPRESENTATIVE OF TOP BRASS INC. IS AUTHORIZED TO MODIFY THIS LIMITATION. OUR SOLE AND ENTIRE MAXIMUM LIABILITY (AND THE LIABILITY OF ANY OF THE PROVIDERS OF PRODUCTS), FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU HAVE ORDERED.
8. LIMITED LIABILITY – Neither Top Brass nor Buyer shall be liable for delay, lost revenue, lost profits, loss of goodwill, or for any other incidental, consequential, special or punitive damages arising out of or relating to the sale of any Top Brass products or services, or performance or nonperformance of this Agreement.  Top Brass’ maximum aggregate liability to Buyer arising out of or relating to this Agreement, including but not limited to any express or implied warranty, condition, or representation, shall be the price of the affected products or services which Buyer has paid Top Brass under this Agreement.
9. CONFIDENTIAL INFORMATION – Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations to the other hereunder), divulge or communicate to any third party any information provided by the other that it reasonably knows to be confidential.
10. FORCE MAJEURE – Top Brass shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay, when such delay is due to causes beyond the reasonable control of Top Brass, including but not limited to the elements, acts of god, acts of Buyer, act of civil or military authority, war, terrorist acts, riots, concerted labor action, or shortages of materials.  The delivery date shall be deemed extended for a period of time equal to the time lost due to any such excusable delay.
11. COMPLIANCE WITH LAWS – Buyer shall comply with Federal, state, and local laws, rules and regulations pertaining to the goods or services purchased or received under this Agreement.  Buyer is advised that the goods and services purchased or received from Top Brass under this Agreement, including but not limited to any related drawings, samples, or technical manuals, may be restricted under the Arms Export Control Act, International Traffic in Arms Regulations (ITAR), Export Administration Act, and/or Export Administration Regulations (EAR).  In addition, assembly of Top Brass parts or placing other parts onto (or into) Top Brass products, and/or their transport or resale may violate applicable laws, rules or regulations and are done at Buyer’s sole risk.  Buyer expressly assumes all responsibility and all liability for its conduct and compliance with all laws, rules and regulations, and Top Brass expressly disclaims any responsibility or liability therefor.  Buyer agrees to indemnify and hold Top Brass harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, and demands, either at law or in equity, arising out of or relating to any Buyer’s actions or failures to act.
12. ASSIGNMENT AND SUBCONTRACTING – Top Brass shall be entitled at all times to delegate or assign its rights under the contract (in whole or in part), or to subcontract any part of the work or services to be provided under the contract, as it deems necessary or desirable.
13. NOTICES – Any notice hereunder shall be deemed to have been given if sent by prepaid first-class mail, Federal Express, or UPS with delivery receipt notification, or by email to an acting manager with receipt acknowledgement.
14. WAIVER – Failure by Top Brass to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
15. APPLICABLE LAW – Any dispute arising out of or related to an Agreement to which these terms and conditions apply shall be resolved exclusively under the laws to the State of Colorado and in the state or feral courts located in Denver, Colorado, United States of America.
16. INTELLECTUAL PROPERTY RIGHTS – Top Brass reserves all intellectual property rights including but not limited to patent, copyright, trade dress, and trade secret.  Buyer shall not reverse engineer, decompile, or attempt to do so or the like with respect to any Top Brass product.  The trademarks, trade dress, and service marks of Top Brass may be used publicly only with prior permission from Top Brass.  Fair use of Top Brass’ trademarks in advertising and promotion of Top Brass’ products is permitted only with proper acknowledgement.  The absence of any marking, name or logo shall not constitute a waiver of any intellectual property rights that Top Brass may possess in any of its products, service marks or logos.  No license is transferred or intended to be by these terms with respect to any Top Brass product or its associated intellectual property.
17. SERVERABILITY – The invalidity, illegality or unenforceability of any other provision of this Agreement, shall not affect or impair the validity, legality, or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
18. AMENDMENT OF TERMS – These Terms and Conditions shall not be waived or amended except by Top Brass’ express written agreement.