TERMS & CONDITIONS
Terms and Conditions of Use
Welcome to the web site operated by TricorBraun, Inc., doing business as TricorBraun ("TricorBraun"). TricorBraun's web site is located at either TricorBraun.com, Kranson.com or CaliberWine.com ("Site").
These Site Terms and Conditions ("Site Terms") set forth the terms and conditions under which You may use and access this Site. You represent and warrant that You possess the legal right and authority to agree to these Site Terms on Your behalf and that You are at least 18 years old. If You are accessing this Site on behalf of Your employer or some other entity, then these Site Terms shall be binding upon You and Your employer or such other entity, and, in such event, You further represent and warrant that You possess the legal right and ability to agree to these Site Terms on Your behalf and on behalf of Your employer or other entity. If You register to use this Site by completing the Account Registration form on behalf of Your employer or such other entity, then You shall be deemed to be accessing this Site on behalf of Yourself and Your employer or such other entity. As used in these Site Terms, the term "You" refers to you individually and, if applicable, your employer or such other entity on whose behalf you may access this Site.
BY ACCESSING/USING THIS SITE, YOU AGREE TO THESE SITE TERMS. EACH TIME YOU ACCESS THIS SITE, YOU ARE REAFFIRMING YOUR AGREEMENT TO THESE SITE TERMS. IF YOU DO NOT AGREE TO THESE SITE TERMS (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THIS SITE. IF YOU ARE AN EXISTING USER AND DO NOT AGREE TO THESE SITE TERMS AND WISH TO REMOVE YOUR ACCOUNT FROM THIS SITE, PLEASE CLICK ON THE "CANCEL ACCOUNT REGISTRATION" LINK, COMPLETE THE CANCEL REGISTRATION FORM AND YOUR ACCOUNT WILL BE CANCELED.
In the event You purchase goods or services through this Site, TricorBraun's Terms and Conditions of Sale (along with these Site Terms) apply with respect to such purchase. Such Terms and Conditions of Sale should be reviewed carefully before placing an order.
After placing an order, you will receive an email from TricorBraun acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to buy a good or service. All orders are subject to acceptance by TricorBraun, and TricorBraun will confirm such acceptance to you by sending you an email that confirms that the good or service has been dispatched or otherwise accepted (the "Dispatch Confirmation"). The contract ("Contract") will only be formed when TricorBraun sends you the Dispatch Confirmation.
The Contract will relate only to those good and/or services whose dispatch/acceptance TricorBraun has confirmed in the Dispatch Confirmation. Tricorbraun will not be obliged to supply any other goods or services which may have been part of your order until the dispatch or other acceptance of such goods or services has been confirmed in a separate Dispatch Confirmation.
If you do not accept these terms and conditions, do not use this site.
User should visit this page periodically to review the Terms and Conditions. User acknowledges and agrees that the Terms and Conditions currently in effect as of this date may be modified or amended by TricorBraun from time to time. User's continued use of the Site after a modification or amendment shall constitute acceptance and agreement to the modified Terms and Conditions. TricorBraun may terminate this Site at any time. In addition, TricorBraun reserves the right to change the format, organization, and content of the Site, at anytime, without notice.
(a) Any claim relating to, and use of, the Site and the materials contained on the Site are governed by and construed in accordance with the laws of the state of Missouri (regardless of the laws that might be applicable under principles of conflicts of law). User irrevocably consents to the exclusive jurisdiction and venue of the Circuit Court of St. Louis County, Missouri or the United States District Court for the Eastern District of Missouri in St. Louis City, Missouri in all disputes arising out of or relating to these Terms and Conditions or the use of the Site.
(b) The Site is controlled and operated by TricorBraun from its offices within the United States. TricorBraun makes no representation that the contents of the Site are appropriate or available for use in other locations outside the United States. Access to the Site is prohibited in territories where the contents of the Site are illegal.
3. REGISTRATION / USER’S ACCOUNT.
To access certain features of the Site, User will be required to register an account (“Account”) with TricorBraun on the form provided on the Site (“Registration”). User agrees to provide true, accurate, current and complete information during Registration and to maintain and promptly update the information User provides to keep it true, accurate, current and complete. User agrees not to: (i) select a username that, to User’s knowledge, is already used by another person/entity; (ii) use a username in which another person/entity has rights without such person’s/entity’s authorization; or (iii) use a username or password that TricorBraun in its sole discretion, deems offensive or inappropriate. It is User’s responsibility to maintain the confidentiality of its password and User agrees to accept responsibility for all activities that occur under its Account. User may not transfer, assign or sell its Account to any third party. TricorBraun will have the right to rely upon any information received from any person/entity using User’s username and password and TricorBraun will incur no liability arising out of such reliance.
TricorBraun has no obligation to verify the authenticity of any Registration information. IF USER PROVIDES ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE DURING REGISTRATION OR OTHERWISE, TRICORBRAUN HAS THE RIGHT TO SUSPEND OR TERMINATE USER’S ACCOUNT AND REFUSE ANY AND ALL CURRENT OR FUTURE USE OF THE SITE (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THE SITE WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.
For questions related to updating or changing User’s Account information, please send an e-mail to firstname.lastname@example.org or contact us at TricorBraun, 10330 Old Olive St. Rd., St. Louis MO 63141, Attn: Marketing.
4. LICENSE TO SUBMITTED CONTENT.
By posting messages or otherwise submitting any opinions, ideas, suggestions, and other feedback to TricorBraun through the Site or otherwise, User is granting TricorBraun a cost free, royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use the submitted content without restriction, including, without limitation, the right to copy, store, reproduce, modify, adapt, display, translate, transmit, perform, publish, create derivative works from, and to sublicense these rights to third parties. The foregoing license shall include the right to exploit any property rights in such submitted content, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Nothing contained in these Terms and Conditions shall limit or otherwise affect these rights.
5. USE RESTRICTIONS.
(a) All content included on the Site, such as text, graphics, button icons, images, and software ("Material"), is the exclusive property of TricorBraun or others, and protected by U.S. and international copyright laws. TricorBraun authorizes the User to view and download the Material of this Site only for non-commercial use, provided that the User retains all copyright and other proprietary notices contained in the original Material on any copies of the Material. The User may not modify the Material on this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use the Material for any public or commercial purpose. For purposes of these Terms and Conditions, any use of the Material on any other web site or networked computer environment for any purpose is prohibited.
(b) The trademarks, service marks and logos ("Trademarks") used and displayed on the Site are registered and unregistered Trademarks of TricorBraun and others. Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of the Trademark owner.
6. ADDITIONAL USE LIMITATIONS.
User is prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (i) accessing content or data not intended for User, or logging onto a server or account that User is not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding”, “spamming”, “mail bombing”, or “crashing”; (iv) using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (v) using any automatic or manual process to monitor or copy any portion of the Site without TricorBraun’s prior written permission; (vi) introducing any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (vii) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by TricorBraun in providing the Site. Any violation of system or network security may subject User to civil and/or criminal liability.
Any conduct by User that, in TricorBraun’s opinion, restricts or inhibits any other user from using or enjoying the Site will not be permitted. User acknowledges and agrees that TricorBraun, in its sole discretion, may at any time for any reason or no reason suspend, terminate, or restrict User’s access to or use of the Site, or any portion thereof, with or without notice, unless otherwise prohibited by applicable law.
User shall not post or transmit through the Site any information, data, or material (collectively, “Posted Materials”) which violates or infringes, in any way, the rights of others, or which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, harassing, or otherwise objectionable to a reasonable person. Further, User shall not post or transmit through the Site any information, data, or material which encourages conduct that would constitute a criminal offense, give rise to liability or otherwise violate any law or administrative ruling or guidelines, or is in violation of these Terms and Conditions. User hereby acknowledges and agrees that User is solely responsible for the Posted Materials User posts to or transmits through the Site, including, without limitation, the creation, dissemination, publication and/or transmission of such Posted Materials. TricorBraun shall have no liability of any kind whatsoever to User or any third party arising from or related to User’s Posted Materials, including, without limitation, the creation, dissemination, publication and/or transmission of User’s Posted Materials through the Site or otherwise.
TricorBraun respects the intellectual property of others, and TricorBraun asks User to do the same. If User believes that User’s work has been copied in a way that constitutes copyright infringement or that there is infringing material available on or through the Site, please provide our Copyright Agent the following information:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. A description of the copyrighted work that User claims has been infringed;
c. A description of where the material that User claims is infringing is located on the Site;
d. User’s address, telephone number, and email address;
e. Statement by User that User has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. A statement by User, made under penalty of perjury, that the above information in User’s Notice is accurate and that User is the copyright owner or authorized to act on the copyright owner's behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the Copyright Agent at email@example.com.
(a) THE SITE IS PROVIDED ON AN "AS IS" BASIS, WITH ALL FAULTS. TRICORBRAUN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL TRICORBRAUN, ITS SUPPLIERS OR OTHER THIRD PARTIES REFERENCED ON, OR INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, COSTS AND EXPENSES OF ANY TYPE INCURRED, LOST PROFITS, LOST DATA OR PROGRAMS, AND BUSINESS INTERRUPTION) ARISING OUT OF USER’S ACCESS TO, USE OF, INABILITY TO USE OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE, OR ANY MATERIALS AND/OR USER CONTENT CONTAINED ON ANY OR ALL SUCH SITES (INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RESULTING FROM A FAILURE OF PERFORMANCE, ERROR, OMISSION, LINKING TO OTHER WEBSITES, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY COMPUTER OR SYSTEM), WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT TRICORBRAUN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IF USER RESIDES OUTSIDE THE UNITED STATES, INFORMATION PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE IN USER'S COUNTRY.
(b) ANY OPINIONS, STATEMENTS, SERVICES, OFFERS OR OTHER INFORMATION OR CONTENT EXPRESSED OR MADE AVAILABLE IN THE SITE BY ANY THIRD PARTY ARE THOSE OF THE RESPECTIVE AUTHOR(S) OR DISTRIBUTOR(S) AND NOT OF TRICORBRAUN. USER ACKNOWLEDGES AND AGREES THAT TRICORBRAUN IS NOT OBLIGATED TO AND WILL NOT AS A STANDARD PRACTICE MONITOR AND/OR POLICE ANY ITEMS OR MATERIALS THAT ARE POSTED ON THE SITE BY THIRD PARTIES. USER FURTHER ACKNOWLEDGES AND AGREES THAT TRICORBRAUN SHALL HAVE NO RESPONSIBILITY TO USER, OR TO ANY THIRD PARTY, FOR OR HAVE ANY OBLIGATION (INCLUDING WITHOUT LIMITATION OBLIGATIONS OF CONFIDENTIALITY) WITH RESPECT TO ITEMS THAT ARE POSTED ON THE SITE BY USER OR ANY THIRD PARTIES.
(c) The Site contains links to third party web sites. These links are provided solely as a convenience to User and not as an endorsement by TricorBraun of the content on such third-party web sites. TricorBraun is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of information on such third-party sites. If User accesses any of the third-party web sites linked to this Site, User does so entirely at his or her own risk.
USER HEREBY RELEASES AND FOREVER DISCHARGES TRICORBRAUN AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF LIABILITY, CLAIMS, COUNTERCLAIMS, DEMANDS, SETOFFS, DAMAGES, OR CAUSES OF ACTION, WHICH USER NOW HAS OR WHICH MAY HEREAFTER ACCRUE, WHETHER HERETOFORE ASSERTED OR UNASSERTED, KNOWN OR UNKNOWN, ARISING OUT OF, OR IN ANY WAY RELATING TO THE SITE AND/OR THE USE OF THE SITE BY THE USER, SPECIFICALLY INCLUDING BUT NOT LIMITED TO ANY CLAIMS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF TRICORBRAUN, IN OPERATING THE SITE OR OTHERWISE.
USER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS TRICORBRAUN, AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, OBLIGATIONS, DAMAGES, DEFICIENCIES, EXPENSES, ACTIONS, SUITS, PROCEEDINGS, DEMANDS, ASSESSMENTS AND/OR JUDGMENTS, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE CAUSED BY, OR RESULT OR ARISE FROM (I) ANY BREACH BY THE USER OF ANY OF THESE TERMS AND CONDITIONS; (II) USER’S FORUM POSTINGS; (III) COMMUNICATIONS BETWEEN USER, OTHER USERS, AND/OR OTHER THIRD PARTIES; AND (IV) INTELLECTUAL PROPERTY INFRINGEMENT VIOLATIONS AND VIOLATION OF LAWS BY USER.
10. USER INFORMATION.
Anyone linking to the Site must comply with all applicable laws. A site that links to TricorBraun's Site:
(a) may link to, but not replicate, content on this Site;
(b) shall not create a browser or border environment around content on this Site;
(c) shall not imply that TricorBraun is endorsing it or its products;
(d) shall not misrepresent its relationship with TricorBraun;
(e) shall not present false information about TricorBraun's products or services;
(f) shall not use TricorBraun's trademarks without permission;
(g) shall not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups; and (h) shall comply with any other requirements of TricorBraun for linking to the Site.
User's correspondence or business dealings with advertisers found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the User and such advertiser. User hereby releases TricorBraun of, and agrees that TricorBraun shall not be responsible or liable for any loss, damage or claim (including negligence) of any sort incurred as the result of any such dealings or as the result of the presence of advertisers on the Site.
13. GENERAL PROVISIONS.
If any provision of these Terms and Conditions is declared by a court to be invalid, illegal, or unenforceable, such provision shall be deemed severable from this agreement and the other provisions shall remain in full force and effect. The failure of TricorBraun to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions constitute the entire agreement between TricorBraun and User with respect to User’s use of the Site, and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral with respect to this subject matter. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms and Conditions.
Terms and Conditions of Sale
1. EXCLUSIVE GOVERNING PROVISIONS. The sale of all goods and services by TricorBraun Inc. (the "Company") to the purchaser through the TricorBraun web site shall be subject to and governed exclusively by these terms and conditions of sale (the "Conditions") as well as any applicable Terms and Conditions for the TricorBraun site. The Company's acceptance of any order or other offer by the purchaser (whether in writing, by telephone or otherwise) for any goods or services shall be conditioned upon the purchaser's assent to these Conditions. Such assent shall be deemed given upon purchaser's submittal of an order through the TricorBraun site, through telephone, or otherwise.
2. PAYMENT TERMS. The purchaser shall make payment via credit card at the time purchaser's order is submitted through the TricorBraun site or otherwise accepted by Company.
3. TAXES. The Company's prices do not include sales, use, manufacturer's, retailer's, occupation, excise, VAT or any similar or other tax, fee, duty, tariff or other charge imposed by any governmental authority on any transaction between the Company and the purchaser. In all events, any such tax, fee, duty, tariff or other charge, even if initially advanced by the Company or by any export-import broker, shall be the sole obligation of, and shall be paid by, the purchaser.
4. DELIVERY DELAYS; FORCE MAJEURE. THE COMPANY WILL NOT PAY OR BE LIABLE FOR ANY PENALTY OR DAMAGE, WHETHER LIQUIDATED OR OTHERWISE, FOR LATE DELIVERY. SHIPPING DATES ARE APPROXIMATE AND ARE NOT GUARANTEED.
ALL ORDERS ARE SUBJECT TO, AND THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR, ANY DELAY OR OTHER FAILURE TO PERFORM BY THE COMPANY DIRECTLY OR INDIRECTLY RESULTING FROM ANY FOREIGN OR DOMESTIC EMBARGOES, SEIZURES, ACTS OF GOD, INSURRECTIONS, WARS, CONTINUANCES OF WAR, DELAYS IN OR THE LACK OF AVAILABILITY OF GOODS, MATERIALS, INGREDIENTS OR COMPONENTS FROM THE COMPANY’S SUPPLIERS, DELAYS IN TRANSPORTATION, STRIKES, FIRES, FLOODS, EXPLOSIONS OR OTHER ACCIDENTS, THE ADOPTION OR ENACTMENT OF ANY LAW, ORDINANCE, REGULATION, RULING OR ORDER DIRECTLY OR INDIRECTLY INTERFERING WITH OR RENDERING MORE BURDENSOME THE PROCUREMENT, PRODUCTION, MANUFACTURE OR DELIVERY OF GOODS AND SERVICES HEREUNDER, OR ANY ACT OR EVENT BEYOND THE COMPANY’S CONTROL EITHER OF THE FOREGOING NATURE OR OF ANY OTHER KIND, NATURE OR DESCRIPTION.
5. ERRORS; CANCELLATIONS. All stenographic or clerical errors are subject to correction by the Company. Company attempts to ensure that the content on the TricorBraun site is complete and current. However, Company cannot guarantee that the information contained on the TricorBraun site will not contain errors, inaccuracies, or omissions. Such errors, inaccuracies, or omissions may relate to price, product description, availability, or otherwise. Company reserves the right to correct any error, inaccuracy, or omission, or to change or update the content without prior notice to purchaser.
Further, Company reserves the right to refuse or cancel any orders (including without limitation any orders containing any error, inaccuracy, or omission) at any time and for any reason whatsoever whether or not the order has been submitted, confirmed, and/or purchaser’ s credit card has been charged. If purchaser’s credit card has been charged for the purchase and purchaser’s order is canceled by Company, Company shall promptly issue a credit to purchaser’s credit card. Except for issuing such credit (if applicable), Company shall have no liability or obligation to purchaser with respect to any cancelled order.
6. ASSIGNMENT. No order or rights of the purchaser thereunder or elsewhere, or any obligation of the purchaser to the Company, may be assigned by the purchaser without obtaining the Company's prior written consent in each instance, which consent may be withheld in the Company's sole discretion. The Company may assign its rights and obligations hereunder in whole or in part on one or more occasions without obtaining the consent of or giving notice to the purchaser.
7. DELIVERY; RISK OF LOSS; SHIPPING INFORMATION. It is agreed that the term "F.O.B." is a price term only. All risk of loss or damage in transit shall pass to the purchaser upon the goods being placed into the possession of a carrier for shipment to purchaser. Purchaser will be deemed to have accepted the goods upon receipt of the shipment.
Order Shipment Time
Company shall use reasonable efforts to ship all items that are in stock at the time of order entry within one (1) business day from the time that purchaser's order is entered and purchaser receives its order confirmation number. Purchaser will receive, via email, a notification that its order has been shipped. Such notification will include a tracking number and the name of the freight carrier. Delivery of purchaser's shipment (if within the United States) will generally occur within three (3) to ten (10) days. International shipments may take longer. Items that are temporarily out of stock will be shipped once the applicable goods are received into Company's warehouse, generally two (2) to four (4) weeks.
Dependent upon the size of purchaser's order, Company will generally ship via FedEx or UPS Ground or Common Carrier. The most common method of shipping is FedEx Ground but often for larger items and larger orders Company may find it necessary to ship purchaser's order via a Common Carrier of Company's choice.
Company may offer expedited delivery on certain orders if such option is available. If purchaser requests expedited delivery while entering an order through the TricorBraun site, purchaser's order will not be completed through the TricorBraun site. Rather, upon Company's receipt of such request for expedited delivery, a customer service representative will contact purchaser (generally within one (1) business day) to advise purchaser of the applicable shipping charges and other potential shipping requirements. If the parties agree to such applicable charges and shipping requirements, then the order will be completed and processed during such telephone call. The parties agree that these Conditions shall apply whether the sale of the goods occurs through the TricorBraun site or through the aforementioned telephone processing.
If purchaser requests delivery to a location outside of the United States or Canada while entering an order through the TricorBraun site, purchaser's order will not be completed through the TricorBraun site. Rather, upon Company's receipt of such request for international delivery, a customer service representative will contact purchaser (generally within one (1) business day) to advise purchaser of the applicable shipping charges and other potential shipping requirements. If the parties agree to such applicable charges and shipping requirements, then the order will be completed and processed during such telephone call. The parties agree that these Conditions shall apply whether the sale of the goods occurs through the TricorBraun site or through the aforementioned telephone processing.
Shipments to a Residence
If purchaser requests delivery to a residence while entering an order through the TricorBraun site and Company determines that the shipment is too large to ship via FedEx or UPS, a customer service representative will contact purchaser (generally within one (1) business day) to advise purchaser that its shipment will require delivery on a common carrier and that additional shipping requirements may apply. If the parties agree to such shipping requirements, then the order will be shipped to purchaser. If the parties do not agree upon such shipping requirements, the order will be cancelled.
Upon shipment of purchaser's order, purchaser will be sent via email the tracking number and freight carrier of its shipment. Purchaser will also receive the phone number or tracking method dependent on how its order was shipped with the carrier. Such information should assist purchaser in tracking the status of its shipment.
8. DISCLAIMER OF WARRANTIES.> ANY DESCRIPTION OF THE GOODS OR SERVICES CONTAINED ON ANY TRICORBRAUN SITE DESCRIPTION, QUOTATION, PURCHASE ORDER, ORDER ACKNOWLEDGEMENT, BILL OF LADING OR SALES INVOICE IS FOR THE SOLE PURPOSE OF IDENTIFYING THEM, AND DOES NOT CONSTITUTE A WARRANTY THAT THE GOODS OR SERVICES SHALL CONFORM TO THAT DESCRIPTION. THE USE OF ANY SAMPLE OR MODEL IN CONNECTION WITH A SALE OF GOODS OR SERVICES IS FOR ILLUSTRATIVE PURPOSES ONLY AND DOES NOT CONSTITUTE A WARRANTY THAT THE GOODS OR SERVICES WILL CONFORM TO THE SAMPLE OR MODEL. THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO ANY GOODS OR SERVICES SOLD BY THE COMPANY TO THE PURCHASER AND COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES.
9. TESTING. The purchaser assumes all responsibility for testing the compatibility and capacity of their products with goods sold by the Company.
10. CONFIDENTIALITY. In connection with the offer for sale and the sale of goods and services to the purchaser, the Company may disclose to the purchaser confidential business information of the Company, including, but not limited to, prices of goods or services and the names of the Company’s suppliers of goods or services. The purchaser agrees to maintain the confidentiality of this information and not to disclose any of the information to third parties and not to use this information for any purpose unrelated to the sale of goods and services pursuant to these Conditions.
11. ARBITRATION; JURISDICTION AND VENUE. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM THE SALE OF GOODS OR SERVICES BY THE COMPANY TO THE PURCHASER SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. ALL SUCH ARBITRATION PROCEEDINGS SHALL TAKE PLACE IN ST. LOUIS COUNTY, MISSOURI. IN THE EVENT THERE IS ANY LITIGATION RELATING TO THIS PARAGRAPH REQUIRING ARBITRATION OR ANY OTHER MATTER THAT IS FOUND NOT TO BE SUBJECT TO ARBITRATION, THEN THE PARTIES IRREVOCABLY AGREE THAT JURISDICTION AND VENUE IN ANY SUCH LAWSUIT SHALL PROPERLY (BUT NOT EXCLUSIVELY) LIE IN THE CIRCUIT COURT FOR ST. LOUIS COUNTY, MISSOURI, OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, AND THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION.
12. ATTORNEYS' FEES. IN CONNECTION WITH ANY ARBITRATION OR LITIGATION ARISING FROM THE SALE OF GOODS OR SERVICES BY THE COMPANY TO THE PURCHASER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND EXPENSES FROM THE NON-PREVAILING PARTY AS PART OF THE SAME ARBITRATION OR LITIGATION; PROVIDED, HOWEVER, IF A PARTY PREVAILS ON SOME, BUT NOT ALL, OF ITS CLAIMS, SUCH PARTY SHALL BE ENTITLED TO RECOVER AN EQUITABLE AMOUNT OF SUCH FEES, COSTS AND EXPENSES, AS DETERMINED BY THE APPLICABLE ARBITRATOR OR COURT COMMENSURATE WITH ITS DEGREE OF SUCCESS AGAINST THE NON-PREVAILING PARTY.
13. RETURNS AND DAMAGED SHIPMENTS.
If purchaser discovers a material defect in the goods with respect to materials or workmanship, purchaser may request an exchange, refund or return. If Company confirms the existence of a material defect in the goods with respect to materials or workmanship and purchaser requests an exchange, refund or return within 30 days of purchase, Company will allow the requested exchange, refund, or return. All exchanges, refunds and/or returns shall be limited to the amount paid by purchaser to Company for the defective goods. Purchaser's sole remedy and Company's sole liability for defective goods shall be exchange, refund or return of such goods.
All requests for exchange, refund or return not involving defective goods shall be handled by Company on a case-by-case basis and may be accepted or rejected by Company in its sole discretion. Company reserves the right to charge a restocking fee of 25% of the total product price on all returns authorized by Company not involving defective goods. If applicable, such amount will be deducted by Company from the credit issued to purchaser. Purchaser will be informed of whether this fee will apply when a return authorization number is provided.
All requests for exchange, refund or return (whether involving defective goods or otherwise) must be received by Company within 30 days of purchase. No credit will be issued for any customization performed to the goods after shipment by Company to purchaser. Company will only accept returned product and issue credit if a return authorization number is noted on the return.
Unless otherwise indicated by Company, all goods shall be returned F.O.B. point of delivery and all risk of loss or damage in transit shall not pass to Company until Company receives delivery. All freight charges for returns are purchaser's responsibility and credit will not be issued for original freight charges and custom fees or any fees or expenses required for shipping the goods back to Company.
Company will make commercially reasonable attempts to assure that when a package is shipped to purchaser, it is wrapped to avoid damage during transit; however, there are circumstances that could cause damage to the shipment. If purchaser's goods arrive damaged, purchaser agrees not to refuse the shipment. Instead, purchaser shall notify Company immediately so that Company may correct the issue by providing replacement goods. If the shipment is refused by purchaser, Company will not assume responsibility for any credits, refunds, exchanges, or returns that may be due to purchaser or otherwise required hereunder.
Contact Information for Returns or Damaged Shipments:
For all exchanges, refunds, returns or damages, purchaser must notify Company using one of the following methods.
- Send an email to firstname.lastname@example.org
- Call 1-877-706-1035 and speak to one of our friendly packaging experts.
14. INDEMNIFICATION AGAINST PATENT INFRINGEMENT. If any goods sold by the Company are not part of the Company's standard line offered by it in the usual course of the Company's business, but are produced in accordance with the purchaser's specifications, requirements, designs or other request, the purchaser shall indemnify and hold the Company and its successors and assigns harmless from and against all losses, damages and expenses, including, without limitation, attorneys' fees and costs including the fees and expenses of any expert, arising out of any claim or demand in the nature of patent infringement, trade dress infringement, unfair competition or the like asserted against the Company and/or its successors and assigns, and shall defend any such claim or demand at its sole expense, provided that the purchaser shall not consent to the entry of any judgment or enter into any settlement or compromise with respect to any such claim or demand without the Company's prior written consent. This indemnification applies to the initial adjudication, in whatever forum, and all subsequent appeals or other proceedings with respect thereto.
15. APPLICABLE LAW. The terms of these Conditions shall be interpreted and the rights and obligations of the parties hereto shall be governed and determined by the Uniform Commercial Code and the other internal laws of the State of Missouri. Whenever the term "Uniform Commercial Code" is used herein, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Missouri as effective and in force on the date of a sale of goods or services by the Company to the purchaser to which these Conditions apply. Whenever a term defined by the Uniform Commercial Code is used in these Conditions, the definition contained in the Uniform Commercial Code shall determine its meaning as used herein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
16. PURCHASER'S REPRESENTATION OF SOLVENCY. The purchaser represents, by placing any purchase order for goods or services or by accepting tender of goods, that the purchaser is not insolvent as that term is defined in Section 1-201 of the Uniform Commercial Code. In the event that the purchaser becomes insolvent before tender or delivery of the goods, the purchaser shall so notify the Company in writing. Any failure to notify the Company in writing shall be construed as a reaffirmation of the purchaser's solvency at the time of delivery.
17. INTERPRETATION; PAROL EVIDENCE; TRADE USAGE. Except as otherwise agreed in writing by the parties, these Conditions are intended by the parties as a final expression of their agreement and are intended as a complete and exclusive statement of the terms and conditions of sale with respect to any sale of goods or services by the Company to the purchaser. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in these Conditions. Acceptance or acquiescence in a course of performance rendered under these Conditions shall not be relevant to determine the meaning of these Conditions even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity for objection. If any provision of these Conditions shall be unenforceable, then such provision shall be null and void but the remainder of the Conditions shall remain in full force and effect. The paragraph headings herein are for convenience only and shall not be deemed to limit or otherwise modify the terms hereof. This document shall be construed and interpreted without regard to any presumption against the party who drafted the document.
No agent, employee or representative of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning the goods or services sold by the Company, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included in these Conditions it shall not be enforceable by the purchaser.
18. LIMITATIONS OF LIABILITY. THE COMPANY'S LIABILITY FOR ANY CLAIM OF ANY KIND, INCLUDING ANY SUCH CLAIM RELATING TO THE COMPANY'S OR ITS SUPPLIERS' NEGLIGENCE, OR FOR ANY LOSS OR DAMAGE RESULTING FROM ANY CONTRACT FOR SALE OF GOODS OR SERVICES OR FOR THE PERFORMANCE OR BREACH THEREOF OR RELATING TO THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY GOODS, SHALL IN NO EVENT EXCEED THE PRICE ALLOCABLE TO THE GOODS OR SERVICES OR UNIT THEREOF WHICH GIVES RISE TO ANY SUCH CLAIM, LOSS OR DAMAGE. IN NO EVENT SHALL ANY PENALTY OR LIQUIDATED DAMAGES CLAUSE OF ANY DESCRIPTION BE EFFECTIVE AND BINDING UPON THE COMPANY UNLESS SPECIFICALLY APPROVED IN WRITING BY AN EXECUTIVE OFFICER OF THE COMPANY. IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (AS THOSE TERMS ARE DEFINED IN SECTION 2-715 OF THE UNIFORM COMMERCIAL CODE OR OTHERWISE) OR INDIRECT OR PUNITIVE DAMAGES OF ANY KIND.
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