1. Contract Formation. All requests for goods and/or services by Trellis, Inc. (“Trellis”) are subject to the customer’s acceptance of these Terms and Conditions. The Buyer will be deemed to have irrevocably accepted these Terms and Conditions of Sale upon the first to occur of the Buyer’s issuance of a Purchase Order and/or request for goods or services. Unless expressly assented to in writing by Trellis, terms and conditions different, therefore, are expressly rejected. No course of dealing between the parties hereto shall be deemed to affect or to modify, amend or discharge any provisions of this Agreement.
2. Prices and Payment. Prices will be based upon Trellis’ prices as quoted or at Trellis’ list price in effect at the time an order is received by the Seller. Prices do not include any state or federal taxes, duties, fees or charges now or hereafter enacted applicable to the Goods or to this transaction, all of which are the responsibility of the Buyer. Unpaid accounts extending beyond 30 days will be subject to a service charge of 1% per month (12% per annum). Should Seller initiate any legal action or proceeding to collect on any unpaid invoice, Seller shall be entitled to recover from Buyer all costs and expenses incurred in connection therewith, including court costs and reasonable attorney’s fees. Payment processing services for users of Trellis' Dashboard are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a user of the Trellis Dashboard, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Trellis Dashboard enabling payment processing services through Stripe, you agree to provide the Trellis Dashboard accurate and complete information about you and your business, and you authorize Trellis Dashboard to share it and transaction information related to your use of the payment processing services provided by Stripe.
3. Risk of Loss and Delivery Title. Liability for loss or damage passes to the Buyer upon deliver to the transporting agent. The Seller has the right to deliver the Goods in installments. Shipping and delivery dates communicated by the Seller to the Buyer are approximate only.
4. Shipment. In the absence of specific shipping instructions, the Seller, if and as requested by the buyer, will ship the Goods by the method the Seller deems most advantageous. Where the Seller ships the Goods, the Buyer will pay all transportation charges that are payable on delivery or, if transportation charges are prepaid by the Seller, the Buyer will reimburse the Seller upon Receipt of an invoice from the Seller. Unless otherwise specified, the Goods will be shipped in the standard Seller commercial packaging. When special packing is required or, in the opinion of the Seller, required under the circumstances, the cost of the special packaging shall be the responsibility of the Buyer.
5. Inspection and Acceptance. Goods will be conclusively deemed accepted by the Buyer unless a written notice setting out reasonable particulars of the rejected Goods and the reason for the rejection sent by the Buyer to the Seller within 10 days of delivery of the Goods. The Buyer will place rejected Goods in safe storage at a reasonably accessible location for inspection by the Seller.
6. Custom Goods. There is no refund or return for custom and/or non-standard goods.
7. Warranties. The Seller warrants all equipment manufactured by it to be free from defects in parts and labor on for a period of six months from the date of installation or shipment. The liability of the Seller applies solely to repairing, replacing, or issuing credit (at the Seller’s sole discretion) for any equipment manufactured by it and returned by the Buyer during the warranty period. SELLER MAKES NO SEPARATE OR OTHER WARRANTY OF ANY NATURE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. There shall be no other obligations either expressed or implied.
8. Limitation of Liability. Seller will not be liable to the Buyer or any other person or entity for indirect special, incidental, consequential, punitive or exemplary damages arising out of in connection with this transaction or any acts or omissions associated there with or relating to the sale or use of any Goods whether such claim is based on breach of warranty, contract, tort or other legal theory and regardless of the causes of such loss or damages or whether any other remedy provided herein fails. In no event will the Seller’s total liability under this contract exceed an amount equal to the total amount paid for the Goods purchased hereunder.
9. Waiver. In the event of any default under or breach of the contract by the Buyer, the Seller has the right to refuse to make further shipments. The Seller’s failure to enforce at any time or for any period of time the provisions of this contract will not constitute a waiver of such provisions or f the right of the Seller to enforce each and every provision.
10. Governing Law. The validity, construction and performance of the contract and the transactions to which it relates will be governed by the laws of the United States of America. All actions, claims or legal proceedings in any way pertaining to this contract, or such transactions will be commenced and maintained in the courts of Fulton County, State of Georgia, and the parties hereto each agree to submit themselves to the jurisdiction of such court.
11. Severability. If any of the Terms and Conditions set out in this contact are declared to be invalid by a court, agency, commission or other tribunal or entity having jurisdiction over the interpretation and enforcement of this contract, the applications of such provisions to parties or circumstances other than those as to which it is held invalid or unenforceable will not be effected and each term not so declared invalid or unenforceable will be valid and enforced to the fullest extent permitted by law and the rights and obligations of the parties will be construed and enforced as though a valid commercially reasonable term consistent with the undertaking of the parties under the order has been substituted in place of the invalid provision.
12. Set Off. The Buyer may not set-off any amount owing from the Seller to the Buyer against any amount payable by the Buyer to the Seller whether or not related to this contract.
13. Type of Equipment. By participating in the pilot program, the Buyer realizes that the units purchased are exclusively used as test equipment, as described in the Federal Communications Commission (FCC) Code of Federal Regulations (CFR) 47, section 15.103.