THRIL, INC.
STANDARD TERMS AND CONDITIONS OF SALE
These Terms and Conditions ("Agreement") shall govern the sale of goods (“Goods”) by Thril, Inc. ("Seller") for the purchase of goods or services to the purchaser ("Buyer"). This Agreement supersedes all prior negotiations, proposals, or agreements, written or oral, relating to such sales orders.
1. PURCHASE ORDERS
1.1. Buyer may submit a purchase order ("PO") to Seller, which shall specify the quantity, description, and price for the Goods. All POs shall be subject to acceptance by Seller in writing. Any terms or conditions on a PO that are inconsistent with this Agreement shall not be binding on Seller unless specifically agreed to in writing by Seller.
2. PRICE AND PAYMENT
2.1. The price for the Goods shall be as stated in Seller's quotation, the Buyer’s PO, or as agreed to by the parties in writing. Unless otherwise specified in writing by Seller, payment terms are net thirty (30) days from the date of invoice, subject to approved credit. All amounts not paid when due may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is less.
2.2. Seller may adjust the price of the Goods if the cost of the materials or supplies necessary to produce the Goods increases or if the Seller's suppliers change their price for such materials or supplies. Seller shall provide Buyer with notice of any price adjustment as soon as practicable. If Buyer does not agree to the new price, Buyer may cancel the PO in accordance with the terms of this Agreement.
3. DELIVERY
3.1. Seller shall deliver the Goods to Buyer at the place specified in the PO or as otherwise agreed to by the parties in writing. Title and risk of loss shall pass to Buyer upon delivery of the Goods to the carrier.
3.2. If the Buyer does not take delivery of a release of Goods within the initially specified month, the Seller reserves the right to postpone or cancel the missed release. This action can be taken without providing notice or tender to the Buyer. Such postponement or cancellation will not have any impact on the remaining portion of the order.
3.3. If at any point, Seller has any reasonable doubt that Buyer's ability to make payments may be impaired or if Buyer shall fail to pay any invoice owed to Seller when due, Seller shall not be obligated to continue performance under the PO. Seller may, at its option, elect to suspend delivery of any Goods until such payment is made or cancel the PO in accordance with the terms of this Agreement.
4. BLANKET PURCHASE ORDERS
4.1. A blanket PO, or its release schedule, must contain 3 months of firm releases with 3 months forecasted releases, on a rolling basis.
4.2. If Buyer fails to take delivery of the entire purchase order quantities within the timeframe specified on the quote or 1 year after the first shipment of Goods, whichever is shorter, the Seller reserves the right to cancel the PO in accordance with the terms of this Agreement.
5. ACCEPTANCE
5.1. Buyer shall inspect the Goods upon receipt and shall notify Seller in writing of any defects or nonconformities within ten (10) days after delivery. Failure to notify Seller within such time period shall constitute acceptance of the Goods by Buyer.
6. WARRANTIES
6.1. Seller warrants that the Goods shall conform to applicable specifications and be free from defects in materials and workmanship for a period of one (1) year from the date of shipment. If Buyer notifies Seller in writing within such warranty period of any breach of this warranty, Seller shall, at its option, repair or replace the defective Goods, free of charge, or refund the purchase price.
7. LIMITATION OF LIABILITY
7.1. Seller's liability for any claim arising out of or in connection with the sale of the Goods shall be limited to the purchase price of the Goods giving rise to such claim. In no event shall Seller be liable for any special, incidental, or consequential damages arising out of or in connection with the sale of the Goods.
8. DAMAGES IN TRANSIT
8.1. Seller shall not be responsible for shortages or damages to the Goods that occur in transit. Buyer shall be responsible for inspecting the Goods upon receipt and shall promptly notify the carrier and Seller of any damages or shortages. Buyer shall retain all packaging and shipping materials for inspection by Seller or the carrier. Seller shall cooperate with Buyer and the carrier to resolve any claims for shortages or damages, but in no event shall Seller be liable for any damages or shortages that occur in transit.
9. RETURNS
9.1. Goods shall not be returned to Seller, for any reason, without Seller’s prior permission.
10. SHORTAGES
10.1. If the quantity of products received by Buyer shall be less than the quantity shown on the invoice, Buyer shall, within ten (10) days after receipt of invoice, give written notice of such shortage.
11. CANCELLATION OR TERMINATION OF PURCHASE ORDER
11.1. Buyer may only cancel a PO with the prior written consent of Seller, which consent shall not be unreasonably withheld.
11.2. In the event of either cancellation or termination, Buyer shall be responsible for all costs and expenses incurred by Seller in connection with the preparation and processing of the PO up to the date of cancellation, including any reasonable cancellation charges imposed by Seller's suppliers. If Buyer cancels a PO without Seller's prior written consent, Buyer shall be liable to Seller for all costs and expenses incurred by Seller as a result of such cancellation.
12. ASSIGNMENT
12.1. Buyer may not assign its rights or obligations under this Agreement without the prior written consent of Seller.
13. GENERAL
13.1. This Agreement shall be governed by and construed in accordance with the laws of the commonwealth of Pennsylvania, without regard to its conflict of law provisions.
13.2. Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.
13.3. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether oral or written.
13.4. This Agreement may not be amended except in writing signed by both Buyer and Seller.
13.5. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
13.6. This Agreement shall not apply to purchases made through the thril.com webstore.