Terms & Conditions of Sale
1. Scope and Agreement
These Terms and Conditions of Sale ("Terms") govern every sale of products ("Products") by TRISSL Brand Collective, LLC, a Nevada limited liability company with its principal place of business at 517 Wilhite Street, Florence, Alabama 35630 ("TBC", "we", "us" or "our"), to the purchaser identified on the quotation, order, order confirmation or invoice ("Customer"), whether the order is placed through www.trissl.com (the "Website"), by purchase order, by e-mail or by any other means.
Products are sold for delivery and use within the United States and its territories only. We do not accept orders for delivery outside the United States, and our Website checkout offers shipping within the United States only.
"Products" means the items identified on the order confirmation or invoice, whichever TBC issues later. A Product is "Custom-Made" if it is (A) not included in the TBC catalogue or price list, or (B) identified as custom-made, special-order, made to measure or cut to size in the TBC catalogue, price list or on the Website.
These Terms, the terms and conditions stated on the order confirmation and/or invoice, and the terms and conditions of any Credit Application and/or supply agreement between TBC and Customer, if any, together represent the final and complete agreement of TBC and Customer as to the sale and purchase of Products (the "Agreement"). In the event of conflicting terms within the Agreement, the supply agreement, if any, controls; in the absence of a supply agreement, the order confirmation controls. Any different or additional terms (including but not limited to payment terms contained in Customer's purchase order) are rejected unless expressly accepted in writing by an authorized representative of TBC.
Relationship to the Website Terms of Service. The Terms of Service posted on the Website govern access to and use of the Website, including accounts, Website content, intellectual property and prohibited uses. These Terms govern the purchase of Products. If these Terms conflict with the Website Terms of Service with respect to the purchase, delivery, return or warranty of Products, these Terms control.
2. Commercial Purpose; Consumer Purchasers
These Terms and Conditions are intended primarily for commercial and trade purchasers. If Customer is deemed a consumer under applicable federal, state, or local law, the limitations and disclaimers herein shall apply to the maximum extent permitted by applicable law.
Nothing in these Terms excludes or limits any right or remedy that cannot be excluded or limited under applicable law, including any non-waivable rights under federal or state consumer protection or consumer product warranty laws. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of incidental or consequential damages, so some of the limitations in Sections 6, 8 and 9 may not apply to a Customer who is a consumer.
3. Orders, Prices and Payment
3.1 Order acceptance. Quotations, the catalogue, the price list and the Website are invitations to order. An order is accepted only when TBC issues an order confirmation or ships the Products. Prices quoted in the TBC catalogue, price list or on the Website are subject to change without prior notice until an order is accepted. TBC reserves the right to correct pricing errors and to cancel an order placed at an erroneous price prior to shipment; in that case any amount already paid for the cancelled order will be refunded in full. The current price list is available at www.trissl.com or from customer service at 1-888-284-7567.
3.2 Taxes. Prices do not include sales, use, excise or other taxes, duties or charges levied by any governmental authority upon the sale, use or transportation of the Products. Customer shall pay all such taxes and charges or provide TBC with a valid resale or exemption certificate.
3.3 Payment. Orders placed through the Website are paid in full at checkout through the payment processors offered there. Credit terms are available only to Customers with an approved Credit Application; for such Customers, payment terms are net thirty (30) days from the invoice date unless otherwise agreed in writing. No payment shall be subject to any set-off, deduction or counterclaim for any reason.
3.4 Late payment. For any amount not paid by the due date, Customer shall pay interest at a rate of 1.5% per month (or, if lower, the maximum rate permitted by applicable law) from the due date until the date of payment, in addition to the principal amount. If Customer is in default of any payment obligation, TBC may suspend further deliveries, require advance payment for further deliveries or withdraw from the Agreement. Regardless of any statement appearing on a check or otherwise, TBC's acceptance of a payment in an amount less than the amount due shall not be an accord and satisfaction and shall not prejudice TBC's rights and remedies to collect the full amount due.
4. Changes, Cancellations and Returns
4.1 Changes and cancellations. Customer is not entitled to revoke, defer or change an accepted order unless TBC approves the change in writing on terms that compensate TBC for all costs and expenses associated with the change. Custom-Made Products are not subject to cancellation or return under any circumstances.
4.2 Shipped orders. An order for which a tracking number has been issued is deemed shipped. Any cancellation requested after shipment is treated as a return request under Section 4.3.
4.3 Returns. Returns are accepted only if authorized by TBC in writing in advance (a "Return Authorization"), which TBC may grant or refuse at its sole discretion. A Return Authorization must be requested by contacting TBC at info@trissl.com or 1-888-284-7567 within thirty (30) days of the date of purchase. Products may not be returned after thirty (30) days from the date of purchase under any circumstances. Returned Products must be in original, unused condition and in their original packaging and are subject to inspection by TBC before acceptance. Customer ships returned Products to TBC at Customer's expense and risk to: TRISSL Brand Collective, LLC, 517 Wilhite Street, Florence, AL 35630.
4.4 Restocking fee. Authorized returns are subject to a restocking fee of not less than thirty percent (30%) of the Product price, including the shipping charges of the original order. Original shipping and handling charges are not refunded. The balance is refunded to the original payment method after TBC has inspected and accepted the returned Products.
5. Shipping, Delivery, Title and Risk of Loss
5.1 FOB Origin. All shipments are FOB Origin (Florence, Alabama). Shipping and handling charges are calculated and billed at checkout. Risk of loss and title pass to Customer upon tender of the goods to the common carrier.
5.2 Freight prepaid and added. For orders not placed through the Website checkout, TBC arranges and prepays the freight and adds the shipping and handling charges to the invoice ("Freight Prepaid & Added"), unless a different freight arrangement has been agreed with Customer in writing.
5.3 Carriers and transit. TBC selects the carrier unless otherwise agreed in writing. Shipment and delivery dates are estimates only and are not guaranteed. Expedited shipments are charged at the carrier's actual cost. Items with oversized dimensions are not eligible for express shipping and may not be eligible for parcel shipping, in which case an additional freight charge applies. Additional charges and handling fees may apply to shipments to Alaska and Hawaii.
5.4 Carrier damage and loss. Because risk of loss passes to Customer upon tender to the carrier, loss of or damage to the Products in transit is a matter between Customer and the carrier. Customer must note any visible damage or shortage on the carrier's delivery receipt at the time of delivery and must notify TBC in accordance with Section 6. TBC will provide reasonable assistance to Customer in pursuing a claim against the carrier.
6. Inspection; Claims for Damage or Non-Conformity
6.1 Inspection and notice. Customer must inspect the Products upon delivery and must notify TBC in writing (info@trissl.com) within forty-eight (48) hours of delivery of any physical damage to the Products or any non-conformity with the order confirmation or invoice. Failure to inspect and to give written notice within forty-eight (48) hours of delivery constitutes irrevocable acceptance of the delivered Products and a waiver of any claim for damage or non-conformity that was or should have been detected on inspection. Any use of the Products, or of any portion of them, also constitutes irrevocable acceptance of such Products.
6.2 Sole remedy. As Customer's sole and exclusive remedy for damaged or non-conforming Products of which Customer has given timely written notice, TBC shall, at TBC's sole election, either (A) replace the damaged or non-conforming Products, or (B) refund the price paid by Customer to TBC for such Products. In no event shall TBC be liable for Customer's costs of procuring substitute products, for injury or damage to business, for loss of profits or for any incidental, special, indirect or consequential damages.
6.3 Not a defect. Product images in the catalogue, price list and on the Website are for illustrative purposes only; differences between Product images and the Products received do not constitute non-conformity. Products may exhibit color deviations due to the innate properties of their finishes and materials. Visual characteristics such as minor color deviations, die marks, oblique illumination effects, incidental vertical illumination and light refraction effects do not justify a claim based on defect. Wood veneer is a natural product that may show color deviations and growth-related irregularities; such irregularities are not defects in profiles covered with wood veneer. It is Customer's responsibility to verify color consistency before installation.
7. Custom-Made and Special Products; Intellectual Property
Customer may request Products made to Customer's specifications ("Special Products"), subject to TBC's prior approval. If TBC accepts an order for Special Products, Customer warrants that the product, drawing, sample or other information provided by Customer does not infringe any patent, utility model, trademark, copyright or other third-party right, and Customer shall defend, at its own expense, and indemnify TBC against any suit or claim brought against TBC by reason of the manufacture or sale of Special Products made to Customer's specifications.
Tools and dies manufactured for Special Products remain TBC's property and intellectual property even if Customer paid all or part of their manufacturing cost, unless otherwise agreed in writing; Customer has no right to the surrender of such tools and dies. TBC's duty to maintain such tools and dies expires two (2) years after the date of Customer's last purchase order for the specific Special Product. Cancellation of an order for Special Products may be conditioned upon Customer's payment in full of the price of all finished Special Products. TBC does not accept returns of Special Products or other Custom-Made Products.
8. Warranty
8.1 Written Limited Warranty. TBC warrants that the Products supplied by TBC shall be free from defects in workmanship and material and shall conform to the descriptions and specifications of the applicable Product Data Sheet and standard industry guidelines for a period of five (5) years from the date of purchase, provided that the Products are installed and used in accordance with the Product Data Sheet and industry standards (the "Written Warranty"). The Written Warranty in effect on the date of the order confirmation applies. Product Data Sheets are available on the respective product pages at www.trissl.com.
8.2 Exclusions. The Written Warranty does not cover: exact matching of color, shade or texture; damage caused by improper installation, use or maintenance; problems caused by moisture, hydrostatic pressure or alkali in the sub-floor; problems caused by installation with improper adhesive; Products installed outdoors; color degradation caused by sunlight or other UV exposure; normal wear; and damage caused by accident, abuse, alteration or neglect.
8.3 Suitability. TBC is not responsible or liable for determining the suitability of the Products for Customer's intended purpose or application. It is Customer's responsibility to consult an experienced professional installer to ensure the suitability of the Products. TBC's only obligation is to provide the Products in the quantities ordered by Customer and accepted by TBC.
8.4 Warranty claims and remedy. Warranty claims must be made in writing to info@trissl.com within the warranty period, with proof of purchase and a description of the defect. If a Product is found by TBC to be defective under the Written Warranty, TBC shall, at its sole election, repair or replace the defective Product or refund the price paid by Customer to TBC for the defective Product. This is Customer's sole and exclusive remedy under the Written Warranty.
8.5 Disclaimer. THE WRITTEN WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Where the purchase of the Products is subject to consumer product warranty laws, any applicable implied warranties are limited in duration to the period of the Written Warranty, or to such shorter period as permitted or required under applicable law. Recommendations, advice, representations, warranties, commitments or agreements that are inconsistent with this Section 8 are not binding on TBC unless set out in a writing signed by an authorized representative of TBC.
9. Limitation of Liability
IN NO EVENT SHALL TBC BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, COSTS OF REMOVAL OR REINSTALLATION OR COSTS OF SUBSTITUTE PRODUCTS, HOWEVER CAUSED AND WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TERMINATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TBC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TBC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRODUCTS SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO TBC FOR THE PRODUCTS GIVING RISE TO THE CLAIM. These limitations apply to the maximum extent permitted by applicable law and are subject to Section 2.
10. Delay; Force Majeure
TBC shall not be liable for any delay or non-delivery caused by circumstances beyond its reasonable control, including but not limited to declared or undeclared war, fire, flood, explosion, strikes, labor trouble or shortages, accident, breakdown or mechanical failure of machinery or equipment, riot, act of governmental authority, acts of God, unavoidable casualties, priorities required or requested by federal or state government or any agency thereof, failure of the usual sources of supply of raw materials, supplies and equipment (including electrical energy), delays in transportation or lack of transportation facilities, restrictions imposed by federal or state legislation, rules, regulations, orders or ordinances, pandemics or other pervasive health issues. If any delivery is suspended or delayed by reason of one or more of the above causes, TBC may, at its option, make delivery after the cause has ceased, and nothing herein excuses Customer's obligation to pay in full for any part of the order delivered before or after the commencement or cessation of such cause.
11. Governing Law and Venue
The Agreement, including these Terms, shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 12, the state and federal courts located in Lauderdale County, Alabama shall have exclusive jurisdiction over any court proceeding arising out of or relating to the Agreement, and each party submits to the personal jurisdiction of those courts.
12. Dispute Resolution; Arbitration; Class Action Waiver
12.1 Arbitration. Any controversy, claim or dispute arising out of or in connection with the Agreement or the Products shall be settled by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Florence, Lauderdale County, Alabama, before a single arbitrator appointed in accordance with the Commercial Arbitration Rules, and shall be conducted in English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
12.2 Lien rights. If a controversy or claim relates to or is the subject of a mechanic's or construction lien, TBC may proceed in accordance with applicable law to preserve and enforce its lien rights, notwithstanding Section 12.1.
12.3 Class action waiver. To the fullest extent permitted by law, and notwithstanding any arbitration rule or procedure, (A) no controversy or claim arising out of or relating to the Agreement shall be consolidated or joined with any other person's claim, and no class action or representative action shall be permitted under the Agreement, and (B) if the waiver of class or representative actions cannot be enforced under applicable law with respect to a particular claim, the parties agree that such claim shall nevertheless be arbitrated on an individual basis.
13. Miscellaneous
13.1 Amendments. No amendment, alteration, variation, deletion, addition or cancellation of these Terms made by Customer shall be of any force or effect unless reduced to writing and signed by a director of TBC. TBC may amend these Terms from time to time by posting the amended Terms at www.trissl.com; the amended Terms apply to orders placed after they are posted.
13.2 Severability. If any clause, sub-clause or other provision of these Terms is invalid or unenforceable under any statute or rule of law, that provision shall, to that extent only, be deemed omitted without affecting the validity of the remainder of these Terms.
13.3 Costs of collection. Customer shall pay to TBC all costs of collection, including, without limitation, reasonable attorneys' fees, incurred by TBC in enforcing the Agreement, including collecting any money due from Customer and enforcing TBC's lien rights.
13.4 No waiver. No waiver by TBC of any term or of any obligation of Customer shall constitute a waiver of any other term or obligation.
13.5 Assignment. Customer shall not assign or transfer its rights or obligations under the Agreement without the prior written consent of TBC.
13.6 Survival. All of Customer's representations, warranties and indemnities under the Agreement, and Sections 6, 8, 9, 11, 12 and 13, survive the consummation, termination or cancellation of any purchase and sale of Products.
13.7 Construction. Which party prepared the Agreement shall have no bearing on the construction or interpretation of the Agreement.
13.8 Prior versions. These Terms supersede all prior versions of TBC's Terms and Conditions of Sale.
14. Contact
TRISSL Brand Collective, LLC · 517 Wilhite Street, Florence, AL 35630, United States · Phone 1-888-284-7567 · Fax 1-256-349-5365 · info@trissl.com