Triton Industries, Inc.
Terms of Service
Triton Industries, Inc. (“Triton”), an Illinois Corporation, provides its goods and services to you on the following terms and conditions.
a. Estimates, Ordering, and Delivery Times
To receive an estimate for our products, you must submit a specific request for production accompanied by blueprints, drawing, prints, samples, etc. containing specific product specifications, unless such prints are already on file with Triton. Triton will respond with a cost estimate as soon as commercially practicable. To place a purchase order, you must submit the purchase order based on the exact estimate provided.
Unless otherwise provided in writing, Triton’s estimates are for industry standard quality products, including traditional standards of edges, cleanliness, packaging, and inspection. If you require special packaging, cleaning, finishing or 100% inspection, you must specifically request these services, which may be subject to additional charges.
b. Estimates/Prices Subject to Change
Due to historical market volatility, Triton does not guarantee the price as provided in any estimate and these prices remain subject to change by Triton, without notice, until Triton accepts your purchase order.
c. Increased Costs
Any increased costs attributed to labor, freight, and materials incurred before completion of the contract may be invoiced to you. Increases regarding overhead and surcharges will also be applied to you as the customer.
Unless otherwise provided in writing, existing Triton customers must complete payment within 30 days of invoice and new Triton customers must provide payment in advance, unless otherwise arranged.
Delivery times for each product vary greatly and must be determined on a case-by-case basis. Triton provides an anticipated delivery date in its estimates however this date is not a guarantee as many factors leading to the creation of the product and shipment to you remain outside Triton’s sole and exclusive control. You agree and acknowledge Triton is not responsible for any damages, loss, consequential damages, loss of business production, or any other damages or loss of business arising out of or related to any delivery delay.
All products are shipped F.O.B. Triton Industries, Inc., Chicago, IL. If any products are damaged during shipping, you should contact the common carrier. Shipping charges are based on weight, dimensional weight, and destination as determined by the respective carrier’s current published rates.
Claims made for defective parts must be made in writing within 30 days of receipt of delivery. Failure to submit a written notice within 30 days of receipt of delivery shall constitute a waiver of any and all claims of defect and acceptance of the goods as is. Such notice shall be made via mail Triton at 1020 N. Kolmar Avenue, Chicago, IL 60651 or via email to email@example.com and must include the purchase order number, the RMA number, and the description of the claimed defect. In general, defective parts must be shipped back to Triton for inspection and identification. After such inspection, Triton will determine, in its sole discretion, whether a return and refund is required.
g. Cancelled Orders
You may only cancel an order with Triton’s written agreement. If you cancel an order after placing a purchase order, you are responsible for all costs incurred in connection with your purchase order. Costs attributed to you may include, but are not limited to, (1) price of goods, services, or materials, (2) costs incurred with regard to uncompleted goods or services, and (3) all other expenses incurred by Triton in any connection with such cancellation.
Triton agrees to use industry standard practices to maintain dies in normal repair. Customer agrees and understands Triton will charge additional fees for services relating to adapting and modifying customer supplied dies, excessive maintenance, wear, and imprint/wear requiring replacement.
You are responsible for any and all taxes imposed by governmental authorities on the manufacture or sale of the products.
You are encouraged to obtain independent insurance coverage over any and all products as Triton is not responsible for the destruction or damage of the products for reasons outside of Triton’s control.
k. Credit and Collection
Title and ownership of all goods remain with Triton until full payment is received .Triton relies on your ability to pay and representations of such ability made. If at any time Triton believes or has reason to believe your ability to pay has diminished or does no longer exist then you are in material breach of any contract made with Triton, and Triton may withhold performance, change terms of the contract, and/or repossess any goods already delivered. In any order involving the use of credit, you shall pay Triton interest on the unpaid portion at the maximum annual interest rate permitted. If you fail to make payment subject to the terms of this contract then Triton may change terms of your contract and collect any outstanding payments, with you liable for any costs associated with collection of such payments, including court and attorney’s fees.
You agree to indemnify, defend, and hold harmless Triton, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your blueprints and product specifications; (ii) your violation of any term or condition of this Agreement; (iii) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights (including but not limited to patent, trademark, copyright, and trade secrets); (iv) misuse of goods, products, or services by you or your agents, employees, or customers; (v) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international; and (vi) any and all lawsuits, labilities, damages, injuries or claims brought against Triton goods, products, or services stemming from manufacture, use, operation, or maintenance, regardless of manufacturer, user, or operator arising out of strict liability imposed upon Triton, except claims directly resulting from Triton’s own gross negligence. Your obligation to defend Triton will not provide you with the ability to control Triton’s defense, and Triton reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
m. LIMITED WARRANTY & LIMITATION OF LIABILITY
Unless otherwise specified, Triton warrants its products against claims of defect for a period of sixty (60) days from the receipt of shipment to you. Any claim of liability against Triton is specifically limited to the purchase price paid and under no circumstances shall include any costs attributable to field recalls, associated labor, or any other costs or claims of loss of production or business. If during the sixty (60) day from shipment period you promptly notify Triton in writing of any breach of this warranty and complies with Triton’s warranty procedures, Triton shall, at Triton’s choice, have the option to replace or repair any product or refund the purchase price of the good or service that gives rise to the claim. This is your sole and exclusive remedy and the full liability of Triton for any breach of warranty. Triton does not provide any warrant whatsoever on products not manufactured by Triton and you are advised to contact the original manufacturer for any such warranty. Any warranty made by this section can never be assigned to a subsequent purchaser or user of any good initially obtained from or services performed by Triton.
Triton is not responsible for your use of the products, including your improper use of the products or use of an improper product for the specified purpose. Triton holds no liability for a product that you have repaired or altered, and by making any repairs or alterations you have waived any warranty created by this section of the contract.
OTHER THAN THE LIMITED WARRANTY STATED ABOVE, TRITON MAKES NO EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE, SECURITY, OR NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT TRITON WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF TRITON PRODUCTS, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF PRODUCTS OR DOWNTIME.
n. Limitation of Actions
Any action against Triton with respect to any goods, products, or services obtained from Triton, subject to this contract, are barred and released forever if you have not commenced it within one year of the date of delivery of such goods, products, or services.
o. Use of Products
You assume and retain sole responsibility for determining proper use of any good, product, or service provided by Triton, including all components of any good, product, or service. You agree that you are not relying on any recommendations made by Triton when deciding how and in what manner to use any good, product, or service. You agree to only order and use any good, product, or service for a purpose that is suitable for the intended use of such good, product, or service. You agree to house and store all goods and products in a safe and appropriate manner. You agree to not use any good, product, or service with any dangerous substances or in any way that may cause injury to a person or property. You further acknowledge that some products, or services supplied by Triton may not be compatible with all substances including, but not limited to, plastic, glass, metal, or liquids.
p. Choice of Law and Stipulation to Jurisdiction
You agree any and all claims arising out of or related to your use of the Triton Products or these terms and conditions shall be exclusively brought in state or federal courts located in Cook County, IL. You specifically agree to the exclusive jurisdiction in state or federal courts located in Cook County, IL. This agreement is to be governed exclusively by Illinois law. No other forum or choice of law is acceptable. In the event Triton prevails in any action arising out of or related to this Agreement, Triton shall be entitled to its reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief it may be entitled.
q. Force Majeure
Triton will not be responsible for any delay or failure in performance of the Website or manufactured parts arising out of any cause beyond Triton’s control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.
The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, the Website, or the manufactured parts, including, but not limited to, your duty to indemnify and defend Triton.
In the event any term or condition of this Agreement is deemed invalid or unenforceable, the remaining terms and conditions of this Agreement will remain in full force and effect.
This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
You are expressly prohibited from assigning your rights and duties under this Agreement. Triton reserves the right to assign its rights and duties under this Agreement, including in a sale of Triton.