Terms & Conditions

01. Conditions of Sale

 

a. Except as otherwise expressly agreed upon in writing by Seller, these Conditions of Sale shall (i) apply to every sale of goods or services by Seller to Buyer, (ii) constitute the entire agreement between Seller and Buyer with respect to the purchase of the goods or services, and (iii) supersede all prior and contemporaneous statements, promises, understandings or agreements of any kind with respect to the sale of the goods or services. Unless otherwise approved by Seller in writing, any provisions to the contrary that may appear on an order form or other documents issued by Buyer shall not be a part of the contract for the sale of the goods or services and are hereby expressly rejected. Seller may modify these Conditions of Sale at any time, and the modified Conditions of Sale shall apply to every subsequent order placed by Buyer.

b. If Seller expressly agrees in writing to any special terms, these Conditions of Sale shall be construed as consistent with and in addition to any such additional terms except where any special term specifically varies or overrides any provision of these Conditions of Sale. 

 

 

02. Definitions

 

In these Conditions of Sale:

a. Seller means Tribal Mfg. Co, Inc.

b. Buyer means any person or business that purchases goods or services from Seller.

 

 

03. General Order & Purchase Price Provisions

 

a. No Purchase Order from Buyer shall be binding upon the Seller until it is received and accepted by Seller in writing. Upon receipt of a Purchase Order, Seller shall accept it by sending Buyer written confirmation of Seller's acceptance of the Purchase Order within two (2) business days of the receipt of the Purchase Order. If Buyer fails to give written notice of objection to Tribal's order confirmation within ten (10) days after Buyer's receipt of Tribal's confirmation of the purchase order, the order confirmation pricing becomes binding. In the event that Seller does not send Buyer written confirmation of its acceptance of a Purchase Order within the specified two (2) business day period, Seller shall be deemed to have rejected the Purchase Order and neither party shall have any further rights, duties or obligations under the rejected Purchase Order. All prices quoted by Tribal Manufacturing are subject to change without notice up to time of shipment. Invoice totals and discounts will be calculated out to the fourth decimal digit.

b. The purchase price for the goods or services is the amount set forth in the applicable Order Confirmation. In the event the purchase price is not set forth in the applicable Order Confirmation, the purchase price shall be Seller's then current list price for the goods.

c.

1. Minimum Quantities: A 10% surcharge will be applied to any item not purchased in multiples of the stated Minimum Quantity, except on drop-ship orders. Items with bold Minimum Quantities in the Numerical Index (back of catalog) can never be broken.

2. Pex Pipe Tube bundles (sticks) must be ordered in a minimum quantity of five (5) or a $50 surcharge will apply to the line item. Coils can be ordered one (1) at a time.

d. All orders will be processed immediately upon receipt and acceptance by Seller. Seller reserves the right to charge back to Buyer costs incurred from order cancellations or changes, and to consider additions as separate orders.

e. When Seller is unable to make a complete shipment of any order, unless otherwise requested in writing, Seller reserves the right to make partial shipments and to submit invoices for such partial shipments. Back orders will be filled at prices and terms governing the complete original order.

 

04. Adjustments to Prices & Quotations

 

a. All prices quoted from time to time by Seller are subject to change without notice.

b. The purchase price quoted or accepted by Seller for the provision of goods hereunder is based upon the exchange rate and cost of materials, component parts, labor and transportation prevailing at the time of the quote or acceptance of the purchase order by Seller. Seller shall be entitled to increase the price quoted or accepted by Seller if there is an adverse change in exchange rates or an increase in the cost of materials, component parts, labor or transportation after the date of quotation or acceptance of the purchase order by Seller and before delivery.

 

05. Permits and Approvals

 

For any services to be performed by Seller outside Seller's premises, Buyer shall have full responsibility, at Buyer's expense, to obtain and provide any access rights, utilities, facilities, permits, approvals or licenses as may be necessary or required for Seller's performance of such services, unless expressly provided otherwise in writing by Seller.

 

06. Publications

 

Unless expressly provided otherwise in writing by Seller, all specifications, drawings and particulars of weights, dimensions and performance characteristics submitted by Seller are only approximations, and all descriptions and illustrations contained in catalogues, price lists and other written material are intended merely to present a general idea of the goods described therein and none of these shall be deemed representations or warranties regarding any goods.

 

07. Delays by Seller

 

Unless expressly provided otherwise in writing by Seller, any dates and/or times quoted by Seller for the delivery of any goods or the performance of any services are estimates and Seller will not be held responsible for any delay. Buyer's receipt of goods or acceptance of services shall constitute a waiver of any claim for delay.

 

08. Seller's Use of Other Suppliers

 

Buyer acknowledges that, in fulfilling any contract for the sale of goods, Seller in its sole discretion (a) may manufacture part or all of the specified goods, (b) may purchase part or all of the goods from a third party, including another supplier, and/or (c) may order the manufacture of part or all of the goods from another manufacturer.

 

09. Returned Goods

 

No merchandise can be returned without Seller's prior written authorization. Approval of product returns is at Seller's discretion. Product returns are subject to all of the terms and conditions set forth in sections 10 and 11 below. Approved returns will be for product credit only. If a return is authorized and accepted by Seller, credit will be issued at the price charged, or the prevailing price at the time the goods are returned to Seller, if lower, less restocking and handling charges imposed by Seller. Products which are obsolete or made to special order are not returnable.

 

10. Returned Goods & Warranty Service

 

In order to return product or receive warranty service, Buyer must first obtain a Return Goods Authorization (“RGA”) by contacting Seller using the following information:

MAIL:
Customer Service Manager
Tribal Manufacturing Company, Inc.
450 Leggitt Road
Marshall, Michigan 49068

PHONE: 269-781-3901

FAX: 269-781-3901

EMAIL: info@tribalmfg.com

 

11. Returned Goods Terms and Procedure

 

All product returns and warranty claims are subject to the following general terms and conditions:

a. RGA requests must reference Seller's order number, invoice number or the customer's P.O. number.

b. Product returns can only be made within twelve months of the original delivery of the product to Buyer.

c. Seller reserves the right, in its sole and absolute discretion, to reject an RGA request for any reason at any time.

d. In order to be received and accepted by Seller, all returned product must be in whole multiples of the Minimum Quantity listed in the Numerical Index of the then current version of Seller's catalog and be in original condition.

e. Special orders and custom-made products are not considered normal stock and therefore cannot be returned, except in case of a warranty defect.

f. Buyer will be charged 25% of the applicable return price for product restocking.

g. An RGA is invalid 90 days after its date of issue.

h. Seller will only supply product credit for a product return or warranty claim. Issuance of an RGA does not authorize the Buyer to deduct the value of the returned item; once product is received and accepted by Seller, Seller will issue a credit memo for the returned product when applicable.

i. All product returns are subject to inspection and acceptance by Seller at its discretion.

j. Seller reserves the right to deny, nullify or cancel an RGA at its discretion.

 

12. Warranty Procedure Involving Property Damage

 

All claims for property or other damage are subject to the following additional terms and procedure:

a. Seller should be contacted by telephone or in writing directly following the damage, and in no case later than 15 days after the date of the alleged claim or failure and before any remediation or alteration of the loss site has been started. Any notice beyond this time frame or after work has taken place to repair or change the loss site will materially affect Seller's ability to adjudicate the claim and will void the claim.

b. The product involved in the claim and/or its installation should not be modified before review by Seller. Alteration of the allegedly defective product or installation materially affects Seller's ability to establish fault and voids the claim.

c. Upon submitting the claim according to this procedure and timing, claimant will receive a RGA number from Seller.

d. Following receipt of the RGA number, claimant should submit a formal report of the claim, including the date of the installation, a description of the problem and damage, pictures of the product and damage (if possible) and the product (if available). This information should be sent to the above address at claimant's expense. Seller will not receive or process a claim without an RGA number.

e. Seller will contact claimant with next steps, which may include a visit from a site investigator or other representatives of Seller, as Seller reserves the right to investigate all alleged loss sites.

 

13. Acceptance, Errors & Remedies

 

a. Seller may deliver any goods ordered by Buyer progressively in such amounts as Seller shall determine in its sole discretion, in which case Buyer shall be obligated to make payment progressively for the goods as they are delivered.

b. Buyer has the right to examine any goods supplied by Seller. Upon receipt of the goods, Buyer shall have a reasonable period of time (not to exceed 48 hours) after receipt of the goods to complete its inspection and testing of the goods and to notify Seller in writing of any errors in shipment or suspected defect in the goods. Buyer shall not undertake any alterations, repairs or remedial work to any goods supplied by Seller without first obtaining Seller's written consent to do so. If any goods are damaged (whether by transit or otherwise) or otherwise defective, Buyer shall notify Seller in writing of the particulars regarding the defects within the forty-eight (48) hour review period. If any defective goods are rejected by Buyer, Seller shall, at its option, repair or otherwise remedy the defect or direct Buyer to return the goods in accordance with the return goods procedure set forth in sections 9-11 above. Buyer shall immediately respond to any requests by Seller for additional information regarding the alleged defects.

c. Buyer shall be deemed to have accepted all goods supplied by Seller as being of the description, quality and quantity ordered unless Buyer notifies Seller in writing of the particulars regarding any defects as specified herein.

d. Seller has no obligation to allow Buyer to return any goods that conform to the terms of Buyer's order as accepted by Seller. If Seller, in its sole discretion, allows Buyer to return such goods, Buyer agrees to pay any applicable restocking fee.

e. Goods that are specially purchased, manufactured, machined or cut to size or to Buyer's specifications may not be returned.

f. Seller shall not be responsible for shipment shortages that are signed for as clear.

 

14. Warranty

 

a. Seller hereby expressly warrants that the goods sold to Buyer shall (i) be furnished in accordance with the provisions of the applicable Purchase Order, and (ii) be subject to Seller's product warranty in existence at the time the goods are delivered to Buyer by Seller. A copy of Seller's product warranty can be obtained at Seller's website at www.tribalmfg.com. When Seller produces any goods to Buyer's specifications, Seller does not warrant operation of said goods or that they will achieve the results intended by Buyer.

b. THE WARRANTY SET FORTH ABOVE CONSTITUTES THE ONLY WARRANTY OF SELLER WITH RESPECT TO ANY GOODS SOLD BY SELLER AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

c. If any of the goods sold to Buyer hereunder are not as warranted in section 14(a) above, Seller shall (i) adjust, repair or otherwise remedy the defect or (ii) direct Buyer to return the goods in accordance with the return goods procedure set forth in sections 10-11 above. Any replacement goods furnished by Seller shall be subject to the same warranties provided for in section 14(a) above.

d. If Buyer believes there is a warranty defect with products sold to Buyer by Seller, Buyer shall (i) immediately notify Seller of such defect, (ii) cooperate fully with Seller's investigation of the alleged warranty defect, and (iii) comply in full with the return goods procedure set forth in sections 9-11 above.

 

15. Limitations on Liability & Indemnification

 

In addition to limitations and indemnifications set forth above:

a. Except as otherwise provided in these Conditions of Sale, in the Company's most recent published warranty or by applicable law, Seller shall have no liability, whether in contract, tort or otherwise, for (i) any alleged defects in goods provided by Seller to Buyer, or (ii) for any injury, damage or loss Buyer or any person claiming through Buyer may suffer or incur that arises from or relates to any allegedly defective goods or any work done in connection therewith;

b. Notwithstanding any other provisions of these Conditions of Sale to the contrary, Seller shall not be liable to Buyer, whether in contract or tort (including negligence) or under any other legal theory, for exemplary or punitive damages or any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense), including, without limitation, any economic loss or damage, any expense, and any loss of business, profits or revenue, goodwill, anticipated savings, operation time or contracts.

c. With respect to any goods manufactured in accordance with Buyer's specifications, Buyer shall indemnify Seller against any damages, losses, liabilities, costs, or other expenses, including attorneys' fees, that Seller may incur, including without limitation any amounts that Seller may pay or owe to any third party that has manufactured such goods, which arise from or relate to any claim that the goods infringe any patent, copyright, trademark, trade secret or other intellectual property rights of any third party.

d. All goods are supplied in accordance with the normal industry standards applicable to them, and Seller shall not be liable to Buyer for the condition or quality of goods which comply with these standards.

e. Buyer expressly acknowledges and agrees that (i) Seller is not liable for any advice given by Seller's agents or employees regarding the suitability for any purpose of goods supplied by Seller, and (ii) Buyer bears full and sole responsibility for the selection of any goods to be supplied and any services to be performed by Seller to achieve Buyer's purposes.

f. Buyer expressly acknowledges and agrees that certain water conditions, atmospheric conditions, soil conditions and other environmental conditions exist that are aggressive, corrosive and/or otherwise damaging to certain materials commonly used in the plumbing industry, including but not limited to copper and brass, and that Seller is not responsible for any defects, damage or liability resulting from the use or installation of its products in areas where such adverse conditions exist. Seller’s warranty shall not apply to any defects or failures that are caused by or the result of such adverse water, atmospheric, soil or other environmental conditions. Buyer further acknowledges and agrees that Seller cannot know, control or assume responsibility for the end use of its products or the location where they are used or installed or for any potential damage or liability resulting from the installation, design or manufacture of its products that are used or installed in locations with adverse water, atmospheric, soil and other environmental conditions. It is an end user's (including Buyer) responsibility to know the conditions, specifications, common use and installation practices and liabilities into and around which the Seller's products will be used or installed.

g. Buyer expressly acknowledges and agrees that (i) certain States, municipalities or other legal jurisdictions have rules, laws, ordinances, regulations and/or provisions that govern the acceptability of certain materials commonly used in the plumbing industry and related industries, including but not limited to said jurisdictions governance of products containing lead, (ii) the Seller cannot know or control the end use or location for the products its sells regardless of whether or not the Seller’s products are offered and sold in said jurisdictions, (iii) it is the Buyer’s responsibility to know the locations, installations, specifications, applications and liabilities, including legal liabilities, related to the use of Seller’s products, and (iv) the Seller is not responsible for any liability or potential liability that arises out of such installations.

 

16. Sales Tax

 

Unless expressly provided otherwise in writing by Seller, any price quoted by Seller for goods and/or services do not include any sales, use, excise or value-added tax or any other applicable tax, and any such taxes will be added to the quoted price. Buyer agrees to pay any such taxes applicable to the sale or use of the products or, in lieu thereof, Buyer shall provide Seller with a tax exemption or direct pay certificate acceptable to the relevant taxing authorities. Buyer shall promptly reimburse Seller for any tax advanced or paid by Seller with respect to such products.

 

17. Means and Cost of Delivery

 

Unless expressly agreed otherwise in writing by Seller, (i) if Seller prepays any freight, insurance, custom or import duties, landing or delivery charges, or any other charge in connection with shipment and delivery of the goods to Buyer, then any such charges shall be to Buyer's account, and (ii) where delivery is arranged by Seller, Seller has the right to determine the means of delivery.

 

18. Risk of Loss, Insurance and Title

 

a. Buyer shall, at its own cost, insure all ordered goods, in Seller's name, against such risks as a prudent owner of the goods would insure for at their full insurable value;

b. Where shipment of ordered goods is arranged by Buyer, (i) the risk of loss for any goods shall pass to Buyer when the goods are first made ready for shipment at Seller's warehouse or other place of business, regardless of whether the order is delivered progressively or in full, (ii) Buyer shall insure the goods at its own cost in the names of Seller and Buyer for their respective rights and interests, and (iii) Buyer shall pay the full cost of shipment;

c. Where shipment of ordered goods is arranged by Seller, (i) the risk of loss for any ordered goods shall pass to Buyer when the goods are loaded for shipment at Seller's warehouse or other place of business, or when the goods are otherwise delivered by Seller to a carrier for shipment to Buyer, regardless of whether the order is delivered progressively or in full, and (ii) Seller shall insure the goods in the names of Seller and Buyer for their respective rights and interests, and (iii) Buyer shall pay the full cost of shipment and insurance;

d. Notwithstanding any provisions to the contrary in these Conditions of Sale or any other documents related to the order or sale of any goods, title to any purchased goods shall not pass to Buyer until Seller has received payment in full for all amounts owed in connection with the sale of those goods.

 

19. Payment

 

a. Unless expressly agreed otherwise in writing by Seller, Buyer must make payment in full for all goods within thirty (30) days (net 30) from the date of Seller’s invoice for those goods. If Seller delivers any goods progressively, Buyer shall be obligated to make payment progressively for the goods as they are delivered.

b. If Seller has agreed that any payment will be due upon delivery, installation, commission, test or other scheduled event, but the occurrence of that event is delayed by Buyer, the delay shall not extend the due date for that payment. In this situation, Buyer must make payment as though the scheduled event had been completed on the date originally established for that event, and also shall pay for any additional costs and expenses incurred by Seller as a result of Buyer's delay.

 

20. Late Fee on Delinquent Payments

 

If Seller has not received full payment of any amount due within the designated time period, then Seller, in addition to any other remedies available to Seller, may charge Buyer a late fee equal to five percent (5%) of the past due amount owed by Buyer. In addition, Buyer agrees that all invoices unpaid, in whole or in part, within terms will be subject to a service charge of 1-1/2% per month (18% annual rate). Buyer shall be responsible for Seller's legal fees incurred by Seller to collect any amounts not paid by Buyer.

 

21. Buyer's Default

 

Each of the following shall constitute a default by Buyer under these Conditions of Sale: (i) Buyer's failure to pay the purchase price for any goods in accordance with the specified payment terms; (ii) Buyer's failure to make any other payment when due (whether to Seller or any third party); (iii) Buyer's failure or breach to observe or perform any non-payment term, provision, condition, or obligation of the applicable purchase order or these Conditions of Sale; (iv) Seller's determination that a development, condition or event having a material adverse effect on the business or financial condition of Buyer or any other party that has guaranteed the obligations of Buyer has occurred; (v) Seller's determination that the prospect of payment or performance of the obligations of Buyer or any other party that has guaranteed the obligations of Buyer hereunder is impaired; (vi) the dissolution of Buyer (regardless of whether election to continue is made); any other termination of the existence of the Buyer as a going business or the death, incapacity or dissolution or any Guarantor; (vii) any change in the ownership of Buyer or a sale of all or substantially all of the assets of Buyer; (viii) the bankruptcy of Buyer or any other party that has guaranteed the obligations of Buyer hereunder. Buyer or a guarantor of Buyer's obligations shall be deemed to be bankrupt if:

a. It voluntarily files a petition under the United States Bankruptcy Code or under any state or foreign bankruptcy or insolvency act.

b. It files an answer in any involuntary bankruptcy proceeding wherein it admits insolvency or its inability to pay its debts. (iii)it has or permits a receiver, trustee, liquidator or similar party to be appointed for or over all or substantially all of its assets;

c. It makes a general assignment for the benefit of its creditors. d. It fails to obtain a vacation or stay of any involuntary proceeding brought for the bankruptcy, reorganization, dissolution or liquidation within thirty (30) days after such proceeding is brought.

e. It files a petition for reorganization or for an arrangement under any state law, now or hereafter in effect.

f. It has an order for relief entered against it under the United States Bankruptcy Code or under any state or foreign bankruptcy or insolvency act.

 

22. Security Interest

 

a. With respect to any goods purchased by Buyer from Seller, Buyer agrees that title to the purchased goods shall remain in Seller until Buyer has paid to Seller the entire purchase price for the purchased goods. Buyer grants to Seller a security interest in the purchased goods to secure the following: (i) the payment of the entire purchase price for the goods in accordance with the applicable payment terms; (ii) the performance of Buyer's obligations under the applicable purchase order and these Conditions of Sale; and (iii) all expenses incurred by Seller in the collection and enforcement of its rights under this section 22. Buyer agrees with Seller that until the entire purchase price for the purchased goods has been paid to Seller in full, Buyer shall store the purchased goods separately and apart from its own goods and those of any other person or company and shall not sell, assign, or otherwise transfer ownership of the purchased goods with the exception of a sale or disposal in the ordinary course of business. A waiver of this right is not to be construed as a continuing waiver.

b. Upon the occurrence of a default by Buyer under section 21 above, and at any time thereafter, Seller may exercise, without further notice, all rights and remedies of a secured party under the Uniform Commercial Code of Missouri or any other applicable jurisdiction. In addition, Seller may exercise the following rights and remedies to the extent permitted by law, with or without judicial process or the aid and assistance of others: (i) enter upon any premises on which any of the purchased goods may be located and, without resistance or interference by Buyer, take possession of the purchased goods; (ii) require Buyer, at Buyer's expense, to assemble and make available to Seller any part or all of the purchased goods at any place and time designated by Seller and reasonably convenient to both parties; and (iii) sell, resell, lease, assign and deliver, grant options to purchase or otherwise dispose of any part or all of the purchased goods in their then-existing condition or following any commercially reasonable preparation or processing, at public or private sale(s), or by contract(s), in one or more parcels, for cash and/or credit, upon such terms, at such places and times and to such persons as Seller deems best, all without demand or notice of any kind to Buyer or any other person, except that, where an applicable statute requires reasonable notice of sale or other disposition, Buyer hereby agrees that the giving of five (5) days' written notice shall be deemed reasonable notice.

c. The rights, powers and remedies given to Seller by this section 22 shall be in addition to all rights, powers and remedies given Seller by virtue of any statute, rule of law or any of the other terms and conditions set forth herein. The security interest in the purchased goods created hereby shall create a continuing security interest in the purchased goods which shall remain in full force and effect until all of the secured obligations have been paid in full and otherwise fully satisfied. Upon the payment and satisfaction in full of the secured obligations, the security interest created by this section 22 shall terminate and all rights to the purchase goods shall pass to Buyer.

 

23. Intellectual Property

 

a. All drawings, illustrations, specifications, and other product materials relating to goods offered by Seller to Buyer are and shall remain the exclusive property of Seller, regardless of whether the product materials were provided directly by Seller. Buyer shall not transfer any such product materials to any third party without Seller's prior written consent. Buyer shall not use, reproduce or disseminate any information contained in such product materials to any third party without Seller's prior written consent except as required for the purpose of placing an order with Seller for the goods to which such materials relate. Buyer shall return all product materials to Seller upon either Buyer's receipt of the goods to which they relate or Seller's request, whichever occurs first.

b. Buyer agrees not to appropriate, copy, use or disclose to third parties any of Seller's proprietary trade secrets, such as plans, specifications, drawings, samples, tools, dies, models or manuals. Buyer shall not file for patent, trademark, service mark or copyright protection for any of Seller's products.

c. Notwithstanding anything contained herein to the contrary, Buyer shall not be required to keep confidential any information which (i) is in the public domain at the time of its disclosure to Buyer by Seller; (ii) has become known to Buyer by disclosure from a third party who has a lawful right to disclose the information; (iii) is independently developed by Buyer without the use of the Seller's proprietary information; (iv) subsequently enters the public domain through no fault of Buyer; or (v) is legally disclosed because of a subpoena or as a part of or pursuant to a legal or administrative proceeding. If Buyer is requested or required to disclose any of Seller's proprietary information by a subpoena, or in connection with a legal proceeding, Buyer shall provide Seller with prompt written notice of any such request or requirement.

d. Buyer represents and warrants that, with respect to any goods manufactured in accordance with Buyer's specifications, those specifications do not infringe any patent, copyright, trademark, trade secret rights or other intellectual property right of any third party, and Buyer agrees to indemnify Seller against any infringement claims as provided in Section 12 above.

 

24. Change in Buyer

 

Buyer immediately shall notify Seller in writing of any change in Buyer's contact information and, if Buyer is a business organization, of any change in Buyer's structure, ownership, or authorized representatives. Seller is entitled to rely on any information provided by Buyer until Seller has received written notice of any change to that information and had a reasonable opportunity to act on that notice. Except as expressly recognized in writing by Seller, no change to Buyer's structure or ownership shall affect Buyer's obligations to Seller.

 

25. Credit Inquiries

 

Buyer authorizes Seller to investigate and to obtain and exchange information regarding Buyer, including information regarding Buyer's creditworthiness, as deemed necessary by Seller from time to time. Specifically, Buyer authorizes Seller or its lenders to contact any of Buyer's credit references for the purposes of (i) verifying any of the credit information given to Seller by Buyer and (ii) soliciting any additional information that Seller or its lenders may deem to be necessary to fully evaluate the credit worthiness of Buyer. Buyer further authorizes Seller and its lenders to obtain and use credit profiles and other credit information from national credit bureaus for the purpose of evaluating the credit worthiness of Buyer and thereafter for the purpose of updating, renewing, extending and collecting Buyer's accounts with Seller. Buyer hereby authorizes and directs its lenders and other financial institutions to provide the requested credit information to Seller or any of its lenders.

 

26. Tooling

 

Buyer shall participate in the cost of any tools, dies or molds produced by or for Seller in order to manufacture goods for Buyer. However, title and ownership shall remain with Seller.

 

27. Binding Upon Successors and Assigns

 

These Terms and Conditions shall be binding upon any assignee or successor, by merger, acquisition or otherwise, of Buye

 

28. Governing Law

 

These Terms and Conditions must be governed by and construed in accordance with the laws of the State of Michigan and South Carolina. Any suit relating hereto, with respect to Seller, must be filed in the courts in the State of Michigan and South Carolina, USA.

 

29. Waiver

 

If, on any occasion, Seller waives any term or condition, this waiver is not to be construed as a continuing waiver.

 

30. Force Majeure

 

All orders are accepted subject to delays in delivery caused by or due to causes beyond Seller's control, such as acts of God, war, acts of government, government priorities or allocations, fires, floods, accidents, embargoes, labor disputes, failure of suppliers to deliver goods, material shortages or any other contingencies beyond the control of Seller.

 

31. Severability

 

If any provision of these Terms and Conditions or the application thereof to any person or circumstance is held invalid to any extent, then the remainder of the Terms and Conditions or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of these Terms and Conditions shall be valid and enforced to the fullest extent permitted by law.

 

32. Headings

 

The headings for each paragraph are for convenience of reference only and shall not be deemed a part of these Terms and Conditions.

 

33. Future Documents

 

THESE TERMS AND CONDITIONS CONTAIN THE ENTIRE PROVISIONS GOVERNING THE PURCHASE OF PRODUCTS BY BUYER FROM SELLER. ANY ADDITIONAL, DIFFERENT, OR INCONSISTENT TERM OR CONDITION CONTAINED IN ANY FORM OF PURCHASE ORDER, NOTICE, ACCEPTANCE, OR CONFIRMATION USED BY BUYER OR SUBMITTED BY BUYER TO SELLER IN CONNECTION WITH THE PURCHASE OF ANY MATERIALS FROM SELLER WILL BE OF NO FORCE OR EFFECT WHATSOEVER AND THESE TERMS AND CONDITIONS SHALL GOVERN THE SALE OF GOODS SOLD TO BUYER NOTWITHSTANDING THAT A PURCHASE ORDER OR A DOCUMENT USED IN A SALE CONTAINS TERMS IN CONTRADICTION OF THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS MAY BE AMENDED OR MODIFIED ONLY BY A WRITTEN INSTRUMENT SEPARATELY SIGNED BY BUYER AND SELLER. NO AGENT, SALESPERSON, OR DISTRIBUTOR HAS ANY AUTHORITY TO OBLIGATE SELLER BY ANY TERMS, STIPULATIONS OR CONDITIONS NOT HEREIN EXPRESSED

 

34. IMAP Policy and Agreement

 

Tribal Manufacturing Co., Inc. is committed to supporting our distributor partners and insuring that our line of innovative and value-added products continue to be a brand that is known as being the highest quality and with an impeccable reputation of performance. As more and more companies are moving towards Internet sales of products, Tribal has developed an Internet Minimum Advertised Price (IMAP) policy that is designed to maintain these standards.

The Internet Minimum Advertised Price on any Tribal products is 30% off of the current List Price. E-tailers may not advertise or otherwise promote Tribal Products over the Internet at an advertised price less than the Internet Minimum Advertised Price. List Price is subject to change at any time and without any notice.

This policy does not apply to discontinued merchandise or closeouts as clearly defined by Tribal Manufacturing.

At Tribal, we value our brand and the significant investment made by our many distributors. By purchasing Tribal Product, you agree with, and will adhere to, this policy.

Current published List Prices are available at www.tribalmfg.com