All invoices are due net fifteen (15) days from receipt. Products are invoiced upon shipment. Services are invoiced weekly. Past due amounts shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. All orders are subject to credit approval by Trybus Solutions.
Each party agrees to protect the other party's confidential information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon request, the receiving party shall return or destroy all confidential information within fourteen (14) days. Either party may seek injunctive relief to prevent unauthorized disclosure of confidential information.
All returns are subject to the applicable manufacturer's return policy. A Return Merchandise Authorization (RMA) number must be obtained prior to returning any product. Products must be returned in original packaging and in as-new condition. Restocking fees may apply at the discretion of Trybus Solutions and/or the applicable manufacturer.
The parties are independent contractors. Nothing in this agreement shall be construed to create an agency, joint venture, partnership, or employment relationship between the parties.
During the term of any agreement and for a period of one (1) year thereafter, neither party shall directly or indirectly solicit or hire any employee of the other party. This restriction does not apply to general job postings or advertisements not specifically targeted at the other party's employees.
An event of default shall occur upon: (a) failure to make payment when due; (b) insolvency or bankruptcy of either party; (c) material violation of any term of the agreement; or (d) any material misrepresentation made by either party.
ALL PRODUCT WARRANTIES ARE PROVIDED SOLELY BY THE APPLICABLE MANUFACTURER. TRYBUS SOLUTIONS PROVIDES ALL PRODUCTS ON AN "AS-IS" BASIS AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY PRODUCTS. Trybus Solutions does not guarantee the performance, compatibility, or functionality of any hardware or software products. Customer hereby appoints Trybus Solutions as its attorney-in-fact for the limited purpose of accepting manufacturer license terms on Customer's behalf.
Trybus Solutions warrants that all services will be performed in a professional manner, in conformance with applicable specifications, and in compliance with all applicable laws and regulations.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF TRYBUS SOLUTIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE AGREEMENT. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CAUSE OF ACTION AROSE.
All fees are exclusive of applicable taxes. Customer is responsible for all federal, state, and local taxes, duties, and assessments arising from the purchase of products or services, excluding taxes based on Trybus Solutions' net income.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government action, labor disputes, or interruption of utilities. The affected party shall provide written notice within fifteen (15) days of the occurrence of the force majeure event.
Trybus Solutions may offset any amounts owed to Customer against amounts owed by Customer to Trybus Solutions. Customer shall have no right to offset any amounts without the prior written consent of Trybus Solutions.
Neither party may assign any rights or obligations under this agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this agreement to an affiliate, provided the affiliate is capable of performing the assigning party's obligations.
All rights and obligations under this agreement shall extend to and be binding upon the parties' respective heirs, successors, and permitted assigns.
This agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Tennessee. Customer hereby waives any objection to such jurisdiction or venue on the grounds of inconvenient forum.
In the event Trybus Solutions engages collection efforts, Customer shall reimburse Trybus Solutions for all costs of collection, including reasonable attorneys' fees. In any legal proceeding arising under this agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
No modification, amendment, or waiver of any provision of this agreement shall be effective unless made in writing and signed by authorized representatives of both parties. Any additional or conflicting terms contained in Customer's purchase orders or other documents are hereby rejected unless specifically accepted in writing by Trybus Solutions.
This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral. Section headings are for convenience only and shall not affect the interpretation of this agreement.
Trybus Solutions
808 Chestnut Street, Suite 1108
Chattanooga, TN 37402
Phone: 423-633-1817
Email: info@trybussolutions.com