Terms of Sale
Trivantage, LLC warrants that goods sold by it shall be free from defects in material and workmanship and will conform to applicable specifications and drawings. Trivantage, LLC's liability, whether based on breach of warranty or contract, negligence in manufacture, or otherwise shall be limited to replacement or repair (at Trivantage, LLC's election) of the defective or nonconforming goods, or (at Trivantage, LLC's election) refund of the purchase price thereof. This warranty shall apply, and Trivantage, LLC shall be liable for replacement, repair or refund, only if Buyer has given Trivantage, LLC written notice of the defect or nonconformity within 180 days after delivery of such goods to Buyer. Trivantage, LLC assumes no liability for results of the use of goods purchased from Trivantage, LLC, 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. Trivantage, LLC makes no warranty of merchantability as to goods designated as seconds, goods otherwise designated as not of first quality, or goods identified to Buyer as being of foreign origin. 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, LLC 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, LLC to the Buyer to the extent permissible under law and the terms of such warranty. THE FOREGOING CONSTITUTES THE SOLE AND EXCLUSIVE WARRANTY OF TRIVANTAGE, LLC AND THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR THE PURPOSE SOLD, DESCRIPTION, QUALITY OR ANY OTHER MATTER. WITHOUT LIMITING THE FOREGOING, TRIVANTAGE, LLC 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 at Trivantage, LLC's executive offices or a sales office of Trivantage, LLC, and when so accepted shall constitute a contract that will be governed by and construed in accordance with the laws of the State of North Carolina. All orders are accepted subject to these Terms of Sale and subject to approval by Trivantage, LLC of the Buyer's credit at the time of shipment. Trivantage, LLC'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, LLC shall be Trivantage, LLC's specifications, unless Buyer shall have furnished different specifications and Trivantage, LLC shall have agreed in writing to such specifications. Trivantage, LLC 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, LLC. Trivantage, LLC, 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, LLC's Terms of Sale; (c) substantial changes in materials or supplies occur; (d) causes beyond Trivantage, LLC's control make it impossible to ensure shipment; (e) Buyer becomes insolvent or is subject to a petition in bankruptcy; or (f) Trivantage, LLC withdraws its credit approval. The Buyer may cancel the remaining unfilled portion of any blanket or continuing order upon written notice to Trivantage, LLC and payment of reasonable cancellation charges, which charges shall take into account goods already produced or in process, expenses incurred by Trivantage, LLC in connection with the order, and commitments made by Trivantage, LLC, 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.
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. The minimum order charge may apply. The catalog indicates standard units of packaging.
Unless otherwise agreed in writing, terms are net thirty (30) days, F.O.B. shipping point, subject to approval by the Trivantage, LLC credit department. Customers without established credit approval from Trivantage, LLC should remit payment with the order, or instruct Trivantage, LLC to ship C.O.D. 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, LLC the properly completed and signed sales tax exemption form. Buyer is responsible for any import or export charges.
Shipping, Delivery and Return
Trivantage, LLC 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, LLC's control to obtain necessary labor, materials or manufacturing facilities. A shipping date given by Trivantage, LLC is an estimated date. In no event shall Trivantage, LLC 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, LLC's control.
Trivantage, LLC 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, LLC 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, LLC. Trivantage, LLC's responsibility for delivery ends with a signed bill of lading from the carrier. All risk of loss after Trivantage, LLC's delivery to the carrier shall be borne by the Buyer.
Authorization must be obtained from Trivantage, LLC prior to return of any goods for repair, replacement, or credit. Trivantage, LLC shall have the right, prior to return, to inspect any goods claimed to be defective or nonconforming. All returned shipments authorized by Trivantage, LLC shall be prepaid by Buyer. Unless Trivantage, LLC determines, upon inspection of returned goods, that the goods were defective or nonconforming, a $15.00 or 15% handling charge (whichever is greater) will be imposed on the Buyer. No claims on fabric will be allowed, whether the goods are conforming or not, if the goods have been cut. If a pattern or color match is desired, a swatch of the pattern or color required must be submitted with the order. In no event shall Buyer be entitled to any right of set-off against Trivantage, LLC.
If any goods or services ordered by Buyer are supplied by Trivantage, LLC in accordance with designs or specifications of the Buyer, and such goods are not Trivantage, LLC's standard items or supplied in accordance with Trivantage, LLC's standard processes, Buyer shall indemnify Trivantage, LLC from any expense, loss, damage or liability which may be incurred by Trivantage, LLC 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, LLC does not convey a license, express or implied, under any patent in which Trivantage, LLC has an interest, nor does it convey rights to any descriptive data, including Trivantage, LLC's manufacturing drawings, processes or tooling.
THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN TRIVANTAGE, LLC AND BUYER arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, or any related purchase 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, LLC will comply with all mandatory provisions of the Government applicable to Trivantage, LLC if and only if Buyer gives Trivantage, LLC written notice of such provisions in sufficient time to permit compliance. In addition, Trivantage, LLC 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.