Terms of Sale
Last updated: February 18, 2016
No Warranties; Exclusion of Liability
All goods sold by TRIVANTAGE, LLC (“Trivantage”) are PROVIDED “AS-IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Trivantage assumes no liability for results of the use of goods purchased from Trivantage, including, without limitation, their use in combination with other components, assemblies or products, or their suitability or unsuitability for a particular use or a particular environment Unless specifically indicated to the contrary, goods sold are not fire retardant and should not be exposed to intense heat or flame. Unless specifically indicated to the contrary, goods sold are not water resistant or waterproof. Trivantage neither undertakes to independently test nor makes any representation or warranty with respect to any manufacturer’s claims for performance for its products, including the claims of a manufacturer that its product is fire retardant, water resistant or waterproof. Any warranty given by any other manufacturer or supplier of goods sold or of component parts thereof is assigned by Trivantage to the Buyer to the extent permissible under law and the terms of such warranty. WITHOUT LIMITING THE FOREGOING, TRIVANTAGE SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR PROFIT, OR FOR OTHER COLLATERAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.
Orders - Acceptance, Modification and Cancellation
All orders are subject to acceptance by Trivantage, and when so accepted shall constitute a contract. All orders are accepted subject to these Terms of Sale and, if Buyer is approved for purchasing on credit, subject to approval by Trivantage of the Buyer's credit at the time of shipment. Trivantage's acceptance of an order is conditioned upon the waiver by Buyer of any terms and conditions which differ from, vary from, or add to, these Terms of Sale, which shall constitute the entire agreement of the parties as to the subject matter hereof. The specifications applicable to goods sold by Trivantage shall be Trivantage's specifications, unless Buyer shall have furnished different specifications and Trivantage shall have agreed in writing to such specifications. Trivantage reserves the right to make changes or substitutions in the items ordered without the prior approval of or notification to the Buyer, as long as such changes do not adversely affect form, fit or function requirements. Orders may not be altered or modified by the Buyer except with the written consent of Trivantage. Trivantage, at its option, may cancel all or the remaining unfilled portion of any blanket or continuing order if (a) Buyer's payments are in default; (b) Buyer breaches any material provision of Trivantage's Terms of Sale; (c) substantial changes in materials or supplies occur; (d) causes beyond Trivantage's control make it impossible to ensure shipment; (e) Buyer becomes insolvent or is subject to a petition in bankruptcy; or (f) Trivantage withdraws its credit approval of Buyer. The Buyer may cancel the remaining unfilled portion of any blanket or continuing order upon written notice to Trivantage and payment of reasonable cancellation charges, which charges shall take into account goods already produced or in process, expenses incurred by Trivantage in connection with the order, and commitments made by Trivantage, as a consequence of the order; provided, however, that the cancellation charges shall not exceed the purchase price of the cancelled portion of the order.
“Trivantage” and the Trivantage logo, company name, service name, and any slogans that may appear on the Trivantage website, or in Trivantage materials, are trademarks or registered trademarks of Trivantage and may not be copied, imitated or used, in whole or in part, without the prior written permission of Trivantage. All other trademarks, registered trademarks, product names and company names or logos not owned by Trivantage that appear on the Trivantage website or in Trivantage materials are the property of their respective owners. Reference to any products, services or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement or recommendation by Trivantage.
Price and Terms
ALL QUOTED PRICES ARE BASED ON THE CURRENT NET WHOLESALE PRICES IN U.S. FUNDS PREVAILING AT THE TIME OF QUOTATION. ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE AND THE PRICE CHARGED WILL BE THAT IN EFFECT AT THE TIME OF SHIPMENT. A minimum order charge may apply.
Customers without established credit approval from the Trivantage credit department should remit payment with the order, or instruct Trivantage to ship C.O.D. for an extra fee. For Buyers approved by the Trivantage credit department, Buyer must pay Trivantage within thirty (30) days of the invoice date. A service charge of 1-1/2% per month (18% per annum) or the maximum amount allowed by applicable law will be added to all past due invoices. Buyer is responsible for payment of all applicable sales, use or other taxes, whether local, state or federal, with respect to the goods purchased, or returning to Trivantage the properly completed and signed sales tax exemption form. Buyer is responsible for any import or export charges.
Shipping and Delivery
Trivantage shall not be liable for delays in production or delivery due to causes beyond its control, including but not limited to acts of God, acts of Buyer, acts of civil or military authorities, priorities, fires, strikes, floods, epidemics, quarantines, war, delays in transportation and inability due to causes beyond Trivantage's control to obtain necessary labor, materials or manufacturing facilities. A shipping date given by Trivantage is an estimated date. In no event shall Trivantage be liable to the Buyer for loss of use or profit or any other collateral, incidental, punitive, special or consequential damages resulting from delays in production or delivery, whether or not due to causes beyond Trivantage's control.
Trivantage will use its best judgment in packaging, packing, shipping and routing unless Buyer gives specific instructions with its order. In the event of shortage or damage incurred enroute, Buyer must make its complaint to the delivering transportation agency and file a claim against such agency. In the event of a shortage in packing, any claim against Trivantage must be made in writing within ten (10) days of receipt of the merchandise. All shipments are made F.O.B. shipping point, unless otherwise agreed to in writing by Trivantage. Trivantage's responsibility for delivery ends with a signed bill of lading from the carrier. All risk of loss after Trivantage's delivery to the carrier shall be borne by the Buyer.
Returns of Goods from Non-Special Purchase Orders
Trivantage will accept returns of goods from non-Special Purchase Orders purchased from Trivantage for up to 60 days from the date of invoice, subject to the following conditions:
1. Buyer must obtain an authorization from Trivantage prior to the return of any goods;
2. All returns are subject to a restocking fee of $15.00 or 15% handling charge (whichever is greater, not to exceed a total of $125.00);
3. No returns on fabric will be allowed if the goods have been altered, cut or combined with any other goods
4. Goods must be returned in original packaging and be in the original condition; and
5. Buyer is responsible for the cost of return shipping to Trivantage, and for arranging the return shipment. If Buyer requests that Trivantage facilitate the return, and Trivantage agrees to facilitate the return, a return shipping charge of (a) 5% of the price paid for the goods returned, or (b) Trivantage’s less-than-truckload shipping amount, whichever is higher, will be imposed on the Buyer.
Trivantage does not take title to returned items until the item arrives at a Trivantage facility. In no event shall the Buyer be entitled to any right of set-off against Trivantage.
TRIVANTAGE DOES NOT ACCEPT RETURNS OF GOODS FROM SPECIAL PURCHASE ORDERS. A Special Purchase Order is any order that requires Trivantage to obtain a quote from a manufacturer, or any order that requires Trivantage to place a custom order with a manufacturer.
If any goods or services ordered by Buyer are supplied by Trivantage in accordance with designs or specifications of the Buyer, and such goods are not Trivantage's standard items or supplied in accordance with Trivantage's standard processes, Buyer shall indemnify Trivantage from any expense, loss, damage or liability which may be incurred by Trivantage on account of any infringement or alleged infringement of any U.S. or foreign patent rights with respect to such goods or processes. The sale of goods by Trivantage does not convey a license, express or implied, under any patent in which Trivantage has an interest, nor does it convey rights to any descriptive data, including Trivantage's manufacturing drawings, processes or tooling.
THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES HEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY BETWEEN TRIVANTAGE AND BUYER ARISING FROM OR RELATING TO THIS AGREEMENT, SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
Buyer irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of North Carolina for the resolution of any legal action arising out of this Agreement and irrevocably agrees that venue for such legal action shall lie exclusively in Alamance County, North Carolina, for any state court action, or in the Middle District of North Carolina for any action instituted within the federal court system.
Any provision hereunder that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
If the goods purchased are to be used in fulfilling a contract or a subcontract either with the U.S. Government or any agency thereof, Trivantage will comply with all mandatory provisions of the Government applicable to Trivantage if and only if Buyer gives Trivantage written notice of such provisions in sufficient time to permit compliance. In addition, Trivantage may, at its option, adopt any provisions of the Armed Services Procurement Regulations or other federal laws or regulations applicable to or made available to subcontractors in the prime contract.