The following Terms and Conditions ("Terms") are applicable to all sales made by Travall, Inc. ("Seller"), a Delaware corporation with a registered office located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, and the other party with whom the Seller contracts ("Buyer") for the sale of its pet barriers for use in vehicles and related accessories ("Products"). The acceptance of any order is expressly conditioned upon Buyer's consent to these Terms. No interlineations, deletions, modifications or amendments to these Terms shall be binding on Seller unless agreed to and accepted in writing by Seller.
All sales are subject to written confirmation by Seller. Receipt by Buyer of Sellers acknowledgment of an order without prompt written objection thereto shall constitute acceptance by Buyer of these Terms.
Buyer must respond to Seller's notice of acknowledgment or order acceptance within five (5) business days of receipt of such acknowledgment or Buyer will waive its right to cancel the order.
The quotations or tenders are noncommittal and non-binding in nature. No contract shall arise until a written acknowledgment from Seller accepting the Buyer's order is sent by Seller to the Buyer. Because no contract is formed until Seller acknowledges Buyer's order, these Terms shall supersede any and all terms of Buyer. The Seller reserves the right to vary the price of Products without notice by any amount attributable to a change in or insufficiency of the Buyer's instructions, change of law or to any variation in the cost of materials, labor, transport, duties, taxes, exchange rates or any costs whatsoever between the date of Buyer's acceptance of these Terms and the date of delivery or completion of payment.
The weights, dimensions, capacities, performance ratings, characteristics and other data on Seller's catalogs, prospectus, circulars, advertisements, price lists and instructions sheets are mentioned only as general information. They are only approximate and shall not bind Seller.
Unless otherwise specified by the parties in writing, the delivery of the Products shall be made to the Buyer at the place specified in the order or as subsequently agreed between the parties, and the risk of loss with respect to the Products shall pass to the Buyer at the time of delivery. The method and agency of transportation and routing will be designated by the Seller. In the event the Buyer requests alternative shipment or routing, extra packing, shipping and transportation charges thereby resulting will for the Buyer's account. Seller is not responsible for any damage in shipment. Seller shall be entitled to make delivery of the Products by installments and to invoice the Buyer for each installment shipped.
Any specific shipping date designated in writing signed by the Seller shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of "time is of the essence." Seller shall not be liable for any delays in filling such order caused by delays resulting from any and all conditions beyond the control of Seller, including but not limited to, (a) accidents to or malfunctions of Seller's or Seller's subcontractors' or suppliers' machinery; (b) differences with employees, strikes, or labor shortage; (c) fire, floods, hurricanes or other natural disaster; (d) supplier or subcontractor delays, including any quantity or quality defects; (e) delays caused by an instrumentality of the United States Government or any government or any agency; (f) delays in transportation; (g) restriction imposed by any governmental regulation, whether valid or invalid; or other cause beyond the control of the Seller, or any condition without the sole fault or negligence of the Seller.
Where Products are to be delivered by the Seller in accordance with periodic delivery schedules or similar notification of the delivery requirements of the Buyer, the Buyer shall not be entitled to cancel or vary any such delivery schedule or requirement which is expressed by the Buyer to be a firm requirement without the prior written consent of the Seller and the Seller shall be entitled to reimbursement of any additional costs and expenses incurred or suffered as a result of such cancellation or variation. Under no circumstances shall Buyer or Buyer's customer be entitled to any damages for Seller's failure to ship or timely deliver Products. Buyer agrees to indemnify, defend and hold Seller harmless against any costs and expenses related to any claims for damages including, but not limited to, punitive damages, lost profits, incidental, consequential, and contingent damages based on Seller's failure to ship or timely deliver Products.
Where postponement of delivery is agreed by the Seller, the Buyer shall, if required by the Seller, pay all costs and expenses (including a reasonable charge for storage and insurance of the Products and interest on the purchase price) incurred as a result of such postponement, and the Products shall be held at the Buyer's risk from the time of postponement. If Buyer does not accept or pick up the goods at the date specified in the order or later agreed to by Seller, the delivery of the goods shall nevertheless be deemed accepted by Buyer who shall therefore pay for the goods delivered. The storage of the goods arranged by Seller will be at the risk and expense of the Buyer. Seller shall further be entitled, to the exclusion of any other remedy for the Buyer's failure to take the products, to recover any expenses properly incurred in performing the contract and not covered by payments received for the goods delivered.
Seller shall be entitled to withhold delivery of any Products where any amounts payable by the Buyer to the Seller are overdue on any account whatsoever, or where the Seller has reasonable grounds for believing the Buyer will not be able to pay any amounts due to the Seller, unless and until such amounts are paid.
Unless otherwise stated, payment for the goods shall be received by Seller within thirty-one (31) days net from the date of the issuance of the invoice. Where Products are delivered by installments, the Buyer shall be obliged to pay for each installment upon the terms set out above. In the event Seller feels insecure concerning payment by Buyer, Seller reserves the right to require cash or letter of credit payment terms. The price does not include any present or future Federal, State or Local property, sales, use, excise, license, gross receipts or other taxes or assessments which may be applicable to, imposed upon or result from this transaction or any services performed in connection with these Terms and/or the Products. The Buyer agrees to pay any such taxes or reimburse payment of such taxes by Seller.
The time stipulated for payment shall be deemed "of the essence." In the event payment is not received when due, interest shall be due at the rate of four percent (4%) per year above the base rate of Lloyds TSB Bank PLC, or the maximum permitted by law, on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date. Interest shall be calculated and accrue on a day-to-day basis from and including the date on which a payment fell due, until but excluding the date of payment. If at any time the payment of any invoice becomes overdue, all invoices issued by the Seller under any purchase order shall immediately become due and payable. Seller has the right to refuse to deliver goods or services if Buyer is past due on any of its debts to Seller. Furthermore, Seller shall have the right to retake all goods immediately unless other written arrangements have been made concerning payment only if Buyer is past due. Buyer agrees to make all goods available, shipping ready, for Seller, within five (5) days of receiving notice from Seller of its intention to retake the goods.
Buyer shall pay all of Seller's costs of collection of any amounts past due, including, but not limited to, attorneys' fees, court costs, witness fees, travel and lodging. Seller will be entitled to apply payments made by Buyer first to pay those claims it deems appropriate, including, but not limited to, interest, late charges, costs of collection.
Buyer, or its affiliates or assignees, will not be entitled to suspend its payment obligations to Seller, claim any right to compensation and/or to offset its payment obligations with any obligations of Seller to Buyer, with such obligations being those set forth in these Terms or other purchase contract between the Buyer and Seller. Buyer will not be entitled to dissolve the contract with Seller if Buyer is in default.
If Buyer does not fulfill its payment obligations to Seller completely or within the applicable payment period, Seller will be entitled to suspend its obligations to Buyer completely and/or not to perform them.
In order to protect and secure payment of all debts due and owing from Buyer and until Seller has been paid in full, Buyer hereby grants to Seller a security interest in the Products, and all proceeds and all accounts receivables resulting from the sale of the Products. In connection therewith, Buyer hereby authorizes Seller to take all necessary steps to file such financing statements and exhibits with the proper authorities, including the filing of a UCC-1 financing statement.
Until the Buyer has paid for the Products in full, Buyer shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the Products in favor of any person other than Seller unless written approval of such other security interest is given by Seller. Additionally, Buyer agrees to keep the Products insured to their full value until payment is received by Seller. In the event Buyer sells the goods to a third party before payment in full is received by Seller, Buyer agrees to secure its security interest in the goods at the time of sale to its customer in order to protect Seller's interests to the greatest extent possible.
The Buyer shall inspect the Products immediately upon receipt. The Seller shall not be liable for loss of, damage to or shortages of the Products discoverable on reasonable inspection of the Products, or for total loss of the Products in transit, unless Seller receives a written complaint with full particulars from Buyer regarding any defective Products or other complaints within three (3) days from the date the Products are delivered to Buyer. If the Seller does not receive any such complaint within the specified time period, the Products shall be deemed to have been delivered in good condition and that the delivery is accepted. Acceptance of the returned Products does not imply acknowledgment by the Seller of the reason for the return.
Buyer shall not be entitled to reject Products delivered or claim damages in respect of any deviations in quantity of Products delivered of 5% or less of value from that set out in the purchase order, and the Buyer shall be obliged to accept and pay for the delivered Products at the rate set out in the purchase order.
Goods returned by the Buyer to the Seller will remain at the Buyer's risk and the Buyer will owe the agreed amounts until the Seller has credited the Buyer for these goods. The goods accepted by the Buyer from the Seller, which the Buyer has put fully or partly into use, treated, processed or delivered to others will be considered to conform to the contract.
Attached hereto is a copy of Seller's limited warranty relating to the Products. Seller does not authorize Buyer to provide any other warranties to end users beyond that granted in Seller's limited warranty. Buyer shall indemnify, defend and hold Seller and any affiliated companies harmless against any claims made by third parties based on any representation or warranty made by Buyer that differs in any way from Seller's limited warranty.
Except as otherwise provided for herein, Buyer and its parent, subsidiary, affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors and assigns (the "indemnifying parties") assumes liability for, and shall pay when due, and shall indemnify, reimburse and hold seller, and its parent, subsidiary, affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors and assigns (the "indemnified parties") harmless from and against any and all claims (defined below), directly or indirectly relating to or arising out of the acquisition, use, purchase, shipment, transportation, delivery, lease or sublease, ownership, operation, possession, control, storage, return or condition of the products (regardless of whether the products are at the time in the possession of the indemnifying parties), the falsity of any representation or warranty of buyer, or buyer's failure to comply with these terms. The foregoing indemnity shall cover, without limitation, any claim for negligence, gross negligence, or liability in tort.
"Claims" means any and all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature and all costs and expenses whatsoever to the extent they may be incurred or suffered by the indemnified parties in connection with the products (including, without limitation, reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), damage to or loss of use of property (including, without limitation, consequential or special damages to third parties or damages to buyer's property), or bodily injury to or death of any person(s) (including, without limitation, any agent or employee of buyer, user of the products, or any other person).
All intellectual property rights to, ownership of, and interest in all goods, trademarks, trade names, logos, distinctive marks, designs, and other materials created and/or made available by the Seller hereunder or within the framework of the relationship between Buyer and Seller are vested exclusively in the Seller. The Buyer shall not reproduce, transfer, grant, assign, license or use the goods, distinctive marks, and designs and other materials created and/or made available by the Seller and/or otherwise act as maker of and/or party entitled to such rights, except in accordance with these Terms.
The Buyer shall not remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from goods, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller and goods delivered.
The Buyer shall not alter, or have altered, modify, or have modified, adapted or otherwise reconfigured, the goods, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller.
The Seller will indemnify the Buyer against claims of third parties based on the allegation that by using the Product, the Buyer has infringed the intellectual property rights of such third parties, provided that the Seller is promptly notified in writing and given authority, information and assistance with defense of the claim(s). The Seller, at its option, shall (1) procure the right of Buyer to continue to use the Product, (2) modify the Product so that it becomes non-infringing, (3) replace the Product with non-infringing equipment, or (4) remove the Product and refund the purchase price. The foregoing shall not be construed to include any agreement by the Seller to accept any liability whatsoever with respect to Buyer's own or third party equipment, documents or materials used in combination with or related to the Product. The foregoing states the entire liability of the Seller with regard to intellectual property infringement.
Seller makes no warranty concerning the appropriateness of the goods or services to the purposes for which Buyer or its customer are acquiring same. Moreover, Seller makes no warranty that the goods or services or other intellectual property of Seller does not infringe the rights of third parties.
Purchase orders may not be cancelled by the Buyer without the express written consent of a director or other authorized person on behalf of the Seller. Seller may cancel any contract if Buyer is in default of the payment of any obligations pursuant to or any contract between the parties, or if in the sole judgment of Seller, Buyer's financial condition and responsibility has become materially impaired. In addition, Seller shall have the right to recover damages for nonperformance, and any unpaid installments due on account of this or any other contract between the parties shall become immediately due and payable. If the Buyer - validly - cancels the contract, the Buyer will be obliged to compensate the Seller for any costs incurred by the Seller in connection with making the offer and entering into the contract and the damage and/or loss arising from the cancellation.
The Seller will be entitled to terminate the contract unilaterally with immediate effect, fully or in part and/or to suspend performance of its obligations under the contract with immediate effect if:
- The Buyer has failed to fulfill one or more of its obligations under this or any other contract or sales terms;
- Buyer has suspended payments or has sought the protection of the Bankruptcy Courts;
- A petition for the involuntary bankruptcy of the Buyer has been filed;
- The Buyer's property on Seller's premises has been attached in execution;
- A resolution for the dissolution and/or winding up of the Buyer has been adopted;
- The enterprise operated by the Buyer has been fully or partly transferred to a third party without consent of Seller.
The Seller will never be liable with respect to the Buyer for any damages arising from termination of the contract or from the suspension of obligations under the contract for the aforementioned reasons.
If the contract is terminated, performance of the contract already received by the Buyer and the payment obligations of the Buyer in connection with it will remain. The amounts invoiced by the Seller for performance prior to or upon termination of the contract will be immediately due and payable after termination. Buyer agrees to pay any of Seller's costs, damages, attorneys' fees and other expenses associated with Seller's termination of any contract with Buyer pursuant to the terms of this section.
If Seller is temporarily unable to perform this Agreement because of Force Majeure, it will be entitled to suspend performance of the contract for as long as the Force Majeure lasts. If Seller is permanently unable to perform any of its obligations to Buyer because of Force Majeure, it will be entitled to cancel the specific order with immediate defect and without any damages whatsoever. Buyer agrees to indemnify, defend and hold Seller harmless against any claims made by third parties based on whole or in part on Seller's inability to perform because of Force Majeure.
All sales entered into by Seller, as well as these Terms, shall be governed by the laws of Delaware without resort to conflicts of laws principles. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. In the event of a dispute arising from these Terms, which is not resolved by negotiation between the parties, the parties hereby agree to personal exclusive jurisdiction in Delaware.
These Terms constitute the sole terms and conditions of the contract between the Buyer and Seller. No other terms, conditions, or understanding, whether oral or written, shall be binding upon the Seller, unless hereafter made in writing and signed by Seller's authorized representative and, in the case of printed matter, also initialed by such representative next to such printed term or condition.
Should any provision of this these Terms be judicially declared unenforceable, that provision shall be deemed stricken and the remainder shall continue in full force and effect insofar as it remains a workable instrument for effectuating the intents and purposes of the parties. The Parties further agree to renegotiate any so severed provision to bring the same within applicable legal requirements to the greatest extent possible.
The Buyer shall not assign or transfer these Terms or any related contract or purchase order without the prior written consent of the Seller. The Seller shall expressly be permitted to assign or transfer, without the prior written consent of the Buyer, the Seller's right to receive any or all of the payment due from the Buyer under these Terms.
Personally identifying information is subject to the Privacy Statement, the terms of which are incorporated herein. You will be able to access most areas of the Website without providing or registering personal details with Travall. Certain areas of the Website are open to you only if you register certain personal details.
By using the Website, you consent to receiving electronic communications from Travall relating to your account. These communications may involve sending emails to your email address provided during registration, or posting communications on the Website, or in the "Your Account" page and will include notices about your account (e.g., payment authorizations, change in password or payment method, confirmation e-mails and other transactional information) and are part of your relationship with Travall. You agree that any notices, agreements, disclosures or other communications that are sent to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new Travall features and content, special offers, promotional announcements and customer surveys via email or other methods. If you no longer want to receive certain non-transactional communications, simply email firstname.lastname@example.org with a request to unsubscribe. Please review the Privacy Statement for further detail on Travall marketing communications.
i. As part of the online checkout process, you will be given the opportunity to check your order and to correct any errors before confirming. Travall will send you an order acknowledgement, detailing the products you have ordered.
ii. Travall's acceptance of an order occurs when written acknowledgement of the order and Travall's acceptance thereof is sent to you. Travall will send you a shipping confirmation by email. When Travall's acknowledges and accepts the order, the purchase contract will be entered into which shall be governed by Travall's Sales Terms and Conditions and you will be charged (unless Travall notifies you that it does not accept your order or you have canceled your order in accordance with Travall's Sales Terms and Conditions).
iii. Travall may refuse to accept any order:
- Where goods are not available;
- Where Travall cannot obtain authorization for payment;
- If there has been a pricing or product description error; or
- For any other reason in Travall's sole discretion.
i. Travall reserves the right to express any prices exclusive of state, local, or federal taxes, but will show taxes on the total price after you enter billing and shipping details.
b. Each registration is for a single user only. Travall does not permit you to share your user name and password with any other person (except under the terms of Section 6.a.), nor with multiple users on a network.
c. Responsibility for the security of any passwords issued rests with you. If you know or suspect that someone else knows your password, you should contact Travall to change it immediately.
d. The Website and its contents are for your personal and non-commercial use only. You are permitted to print and download extracts from the Website for your own use on the following basis:
- No documents or related graphics on the Website are modified in any way.
- No graphics on the Website are used separately from accompanying text.
- Any of Travall's copyright and trademark notices and this permission notice shall appear in all copies.
f. Subject to Section 6.d., no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Travall's prior written permission.
j. While Travall endeavors to ensure that the Website is available 24 hours a day, Travall will not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reason beyond Travall's reasonable control.
a. Links to third-party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. Travall has not reviewed any of these third-party websites and does not control and is not responsible for these websites or their content or availability. Travall therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk.
b. If you would like to link to this Website, you may do so only on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions:
- Do not remove, distort, or otherwise alter the size or appearance of the Travall logo.
- Do not create a frame or any other browser or border environment around the Website.
- Do not in any way imply that Travall is endorsing any products or services other than its own.
- Do not misrepresent your relationship with Travall, nor present any other false information about Travall.
- Do not otherwise use any Travall trademarks displayed on this Website without Travall's express written permission.
- Do not link from a website that is not owned by you.
- Your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
d. You shall fully indemnify Travall and Travall UK for any loss or damage it or any of its affiliates may suffer or incur as a result of your breach of Section 7.b.
b. Notwithstanding the foregoing Section 8.a, you may also be entitled to certain consumer protection rights under the laws of your local jurisdiction.
Travall is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the Website, worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Website and Travall's Products. In addition, you agree not to enforce any ownership rights in and to the Feedback, to the extent permitted by applicable law.
To find more information about the Travall Products, services, Website and its features, or if you need assistance with your account, please email email@example.com.
a. Travall is not responsible for and makes no warranties, express or implied, as to any content appearing on or accessed through the Website. Travall is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail due to technical problems or traffic congestion on the Internet or on the Website or combination thereof, including any injury or damage to your or to any person's computer related to or resulting from participation or downloading materials in connection with the Website. Under no circumstances shall Travall be responsible for any loss or damage, including personal injury or death, resulting from use of the Website, or from any content posted on or through the Website.
b. The Website is provided by Travall on an "as is" and "as available" basis. To the fullest extent permissible by applicable law, Travall disclaims all implied warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose of all Travall services and goods ordered through the Website.
c. Without limiting the foregoing, Travall makes no representation or warranty of any kind, express or implied: (i) as to the operation of the Website, or the information and content, and materials or products included thereon; (ii) that the Website will be uninterrupted or error-free; or (iii) that the Website, its servers, content, or e-mails sent from or on behalf of Travall are free of viruses, scripts, Trojans, worms or other harmful components. Travall does not guarantee the continuous, uninterrupted or secure access to the Website, or any related services. The operation of the Website may be interfered with by numerous factors outside the control of Travall.
d. Under no circumstances shall Travall be liable for any damages that result from the use of or inability to use the Website, including but not limited to reliance by you on any information obtained from the Website or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access to Travall's records, programs, or services. You agree that Travall will not be liable for any indirect, incidental, special or consequential damages arising from the use of the Website, even if Travall has been advised of the possibility of such damages. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.