TRINOVA, INC. STANDARD TERMS AND CONDITIONS OF SALE OF GOODS
- DEFINITIONS USED HEREIN – “Document” or “contract” means this document, including any attached pages and the terms and conditions contained herein. ”Seller,” “us” or “we” means TriNova, Inc. including any successor or predecessor “Buyer” or “you” means the buyer identified in this Document. “Goods” means the goods, equipment, materials, parts, supplies and/or services supplied by us to you as described in this document.
- COMPLETE CONTRACT – This document contains the complete and exclusive agreement between you and us regarding the terms of the sale of the Goods by us to you. This document supersedes and replaces all previous requests, quotations, orders or agreements concerning the Any additional or different terms will not become part of the contract or agreement for the sale of the Goods and are hereby objected to by us without further notice unless made in writing and signed by an authorized representative of each of seller and you.
- PRICES – All prices quoted are estimates only and are subject to change without Freight-in and –out are prepaid and added to invoice, unless otherwise agreed. Note: Buyer is responsible for freight-in on “freight collect” shipments. Total price for services will be calculated based on our standard service rates in effect at the time the services are performed. Any applicable taxes or other governmental impositions, which we may be required to pay or collect, will be added to the price and paid by you unless we receive a valid exemption certificate. All prices and/or discounts are based on receiving an order for the quantities specified. Any change in quantity may result in a change in price and/or discount.
- TITLE, DELIVERY AND RISK OF LOSS – Unless otherwise specified, delivery points shall be the O.B. shipping point or otherwise specified by seller, but title to the Goods and liability for loss or damage in transit or thereafter shall pass to you upon our delivery of the Goods to a common carrier for shipment. Shipping dates are not guaranteed.
- SHORT, DAMAGED OR DEFECTIVE GOODS – Claims for Goods delivered short, damaged or defective (not due to fault of carrier) shall be filed with Seller within ten days after date of shipment. Buyer’s claims for shortages shall detail shipment weights and method of counting the Claims for Goods delivered short, damaged or defective as a result of the fault of the carrier will be handled by seller directly with the carrier.
- PAYMENT – Unless otherwise agreed by seller in writing, full cash payment is due within thirty days after the invoice date. Orders are subject to final approval by seller’s credit department, which may require full or partial advance payment. If buyer delays order processing, partial payment based on the portion of the order completed shall then be paid. Pro rated payments shall be due as shipments are made. In the event buyer delays shipment, full payment shall be due thirty days from the date seller could have otherwise shipped the Goods. Storage shall be at buyer’s risk and charges therefore shall be paid before shipment. If buyer does not pay on time, seller reserves the right to charge buyer 1 1/2% per month on the unpaid balance until paid.
- INTERPRETATION – RESPONSIBILITY – When plans and specifications are involved, you are responsible to verify in writing the correctness of our interpretation of When we offer substitutes on any proposal, you are responsible for their fitness and acceptability. If we deliver to you any literature concerning the Goods, you are responsible for becoming familiar with it.
- SAFETY-RESPONSIBILITY- With respect to any service or installation work performed by us or our contractors, you are responsible for providing a safe work environment for the performance of the work. This includes but is not limited to your responsibility to confirm that all systems have been tagged out of service and that any pressure systems have, in addition, been locked out.
- FORCE MAJURE – No liability shall result from delay in performance or non-performance, directly or indirectly caused by circumstances beyond our control, which include, but are not limited to, Acts of God, fire, explosion, flood, war, terrorism, pandemic, act of or authorized by any government, accident, labor trouble, or shortage or inability to obtain material, equipment or transportation. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected.
- LIMITED WARRANTY AND WARRANTY DISCLAIMER – Seller warrants only to you that it has good title to the Goods sold hereunder and/or used to perform services, and will use its reasonable commercial efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty, the repair or replacement of Goods that may prove defective in material or Except as stated in the previous sentence, seller makes no other warranties concerning the Goods whatsoever. SELLER DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, to the extent we are permitted and able, we will pass on and make available to you any warranties made by the suppliers and manufacturers of such Goods. In addition, we warrant our labor and workmanship for a period of 90 days after substantial completion of the services. Our obligations relating to services are conditioned upon you notifying us of any alleged defect in our labor and workmanship promptly after discovery and in any event not later than 90 days after substantial completion of the services, and our satisfaction upon inspection that the warranty has been breached. In the event of a breach of this warranty, we will correct the defective labor or workmanship at our expense or, at our discretion, give you a credit in a reasonable amount on account of the defect but in no event in an amount greater than the paid price of the services hereunder.
PRODUCT SELECTION & SAFETY - When selecting products, the entire system design must be taken into consideration to ensure safe, trouble-free performance. Responsibility for the application, function, material compatibility, adequacy of ratings, correctness of installation, operation, and maintenance rests solely on the systems designer and the user. It is of utmost importance that the complete product catalog from the manufacturer has been reviewed and understood by the system designer and the user to ensure the product selected is safe for the purposes intended by the system designer and the user. Do not install products or components not governed by industrial design standards. Neither TriNova, nor any of its affiliated entities assumes responsibility for the selection, use, or maintenance of any product. Responsibility for proper selection, use, and maintenance of any product remains solely with the purchaser and end user. Failure or improper selection or improper use of the products described herein or related items can cause death, personal injury, and property damage. Information from TriNova, and its suppliers, provides product or system options for further investigation by users having technical expertise.
The user, through its own analysis and testing, is solely responsible for making the final selection of the system and components and ensuring that all performance, endurance, maintenance, safety, and warning requirements of the application are met. The user must analyze all aspects of the application, follow applicable industry standards, and follow the information concerning the product in the current product catalog and in any other materials provided from TriNova and/or its suppliers.
To the extent that TriNova or its suppliers provide component or system options based upon data or specifications provided by the user, the user is responsible for determining that such data and specifications are suitable and sufficient for all applications and reasonably foreseeable uses of the components or systems.- LIMITATIONS OF REMEDIES AND DAMAGES – You agree that our obligation described in the preceding paragraph is your sole and exclusive remedy, and that our total liability to you, your customers or to any other person, relating to this document, its performance or non-performance, or from the use of Goods furnished, is limited to the price of the Goods and/or services giving rise to the Except as to title, such obligation and liability shall terminate at the end of the manufacturer’s warranty period for the applicable Goods. SELLER AND ITS SUPPLIERS WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, COMPENSATORY, PUNITIVE OR EXEMPLARY DAMAGES INCURRED IN CONNECTION WITH THE GOODS OR SERVICES SOLD OR SUPPLIED, WHETHER ANY CLAIM FOR RECOVERY INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY), WARRANTY OR OTHERWISE. Our disclaimer of damages as used herein means and includes but are not limited to back charges; labor costs; costs of removal, replacement, testing or installation; loss of efficiency; personal injury, attorney’s fees, court costs, loss of profits or revenues; loss of use of the Goods or any associated products; damages to associated products; tardiness or delays in delivery; unavailability of Goods; cost of capital; cost of substitute Goods, facilities or service; downtime; or claims of your customer or other third parties. .
- HAZARDOUS BUSINESS – You assume all risk and liability resulting from Goods delivered hereunder, whether used singularly or in combination with other Unless otherwise agreed to by us in writing, Goods sold under this contract are not intended for use in connection with “safety-related” applications within any nuclear facility or any other hazardous activity such as aircraft, space exploration or other critical applications where failure of a single component could cause substantial harm to persons or property. We disclaim any and all liability if our standard commercial products are used in any such applications.
- GOVERNMENT CONTRACTS – If you purchase Goods for sale to any U.S. government, state or local government agency, you are responsible to notify us of all government procurement conditions applicable to the sale when you request our We will review the conditions and advise you of our ability to comply. If any government action should place or continue limitations on the price provided for in this document such that it would be illegal or against public or government policy for us to charge, assess or receive the full amount or to increase such prices as determined by this document, then we shall have the option to (1) continue to perform under this document subject to such adjustments in prices that we may deem necessary to comply with such government action, (2) revise this document, subject to your approval, in order to most nearly accomplish the original intent of this document, or (3) terminate performance of the affected portions of this document without liability for any damages.
- EXPORTS – If you export any of the Goods sold hereunder, it is your responsibility to comply with all United States export control rules and We cannot be named as shipper or exporter of record for such Goods.
- CANCELLATION – Special orders may not be Other orders may be canceled upon written notice by Buyer within 7 days of the order; subject to a cancellation charge as determined by us that is based upon a percentage of the total amount due under the order.
- ASSIGNMENT – You may not assign or transfer this document without our consent, which will not be unreasonably We may assign or transfer this contract and our rights and obligations hereunder.
- RETURNED GOODS – You must obtain a written return authorization (RA) from us before returning any items and pay any resulting restocking charges as determined by Returned Goods must contain your written verification that the goods have been decontaminated. We reserve the right to refuse delivery on all items returned to us without a valid RA and without a written verification that the Goods have been decontaminated. Any RA will be valid for 30 days from the date of issuance. Returned material must be received within that 30-day period, or the RA is void. You must prepay all freight. We will issue credit for freight where incorrect shipments have been made by us. All returned items must be new and unused. Special orders cannot be canceled or returned. All returned items must either be stock or non-stock items that we can return to the manufacturer. Returned Goods may be subject to a restocking fee up to total value of Goods purchased.
- APPLICABLE LAW – This document and any subsequent contract referred to herein shall be governed by and construed in accordance with the laws of the State of Alabama, including the Alabama Uniform Commercial Code.
- SEVERABILITY – Invalidity of any of the terms provided herein shall not affect the validity of any other
- WAIVER – Waiver by us of your performance, or inaction with respect to your breach of any provision of this document, or failure of us to enforce any provision of this document, will not be deemed a waiver of future compliance herewith or a course of performance modifying such provision, and such provision will remain in full force and effect as written.
- AMENDMENT-MODIFICATION- These Terms and Conditions can only be amended or modified by written amendment which shall be attached these terms for a particular job. The amendment shall be signed by authorized representatives for both Parties. Any amendment or modification shall be limited to the sales and service work specified on the invoices and/or purchase orders described in the amendment. Any amendment or modification to these Terms and Conditions shall not be applicable to any future purchase orders for sales and/or service work.
