Terms and Conditions
1. Definitions
1.1. “Conditions” means these Terms and Conditions of Sale.
1.2. “Customer” means (a) any person that buys a Product, whether directly from TREMMOR LLC or from another person and (b) any person that uses a Product.
1.3. “Products” means the full range of products that TREMMOR LLC sells from time to time.
1.4. “Territory” is defined as Any Territory
1.5. “Currency” is defined as USD.
2. General
2.1 All sales of Products are subject to these Conditions.
2.2 Any purchase order submitted by Customer shall be subject to these Conditions. Any terms or condition in Customer’s purchase order, or otherwise proposed by Customer, shall not bind TREMMOR LLC unless TREMMOR LLC expressly accepts such conditions in writing.
2.3 Customer’s receipt of the Products shall constitute its acceptance of these Conditions.
2.4 To modify these Conditions, both parties must sign a written agreement containing the modification and specifically referring to these Conditions.
2.5 TREMMOR LLC’s staff, agents and representatives have no authority to make any representations, statements, warranties, conditions, or agreements that conflict with these Conditions, unless made in writing and signed by a duty authorized officer of TREMMOR LLC. Any such unauthorized representations, statements, warranties, conditions, or agreements shall not bind TREMMOR LLC nor form part of any contract between Customer and TREMMOR LLC.
2.6 TREMMOR LLC reserves the right to change its Terms and Conditions of Sale at any time without notice. These changes shall be available at https://www.tremmor.com/terms-and-conditions/ unless modified Pursuant Section 2.5 above, the Terms and Conditions available online shall control.
3. Product Information
3.1. TREMMOR LLC may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”), for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any TREMMOR LLC or third-party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by TREMMOR LLC. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without TREMMOR LLC’s prior written consent.
4. Price
4.1. From time to time, TREMMOR LLC may issue price lists. Such price lists may show discounts to authorized TREMMOR LLC distributors. No Customer shall be entitled to a distributor discount unless it has been so authorized by TREMMOR LLC, in writing, prior to placement of the order.
4.2. TREMMOR LLC may change its prices and discounts at any time in its sole discretion or in response to market conditions. TREMMOR LLC will provide reasonable notice to customers. Price and discount changes shall not apply to orders that TREMMOR LLC shall have confirmed in writing before the effective date of the price or discount changes.
4.3. If TREMMOR LLC provides a quotation to a Customer, such quotation shall remain firm for 30 days from the date issued. If the Customer accepts such quotation after such 30- day period, a binding commitment to supply shall not arise unless and until TREMMOR LLC confirms in writing that it will sell the Products at the price originally quoted.
4.4. Subject to clause 4.2, the prices do not include freight and insurance. The prices also do not include taxes, where applicable. TREMMOR LLC shall add such charges, where applicable, to the price of the Products and such charges shall appear as separate items on the invoice. TREMMOR LLC may issue a supplementary invoice for any deferred or delayed charges that would otherwise be payable by Customer but for the fact that they were not known on the date of invoice or were otherwise omitted from the invoice.
5. Delivery
5.1. TREMMOR LLC’s standard shipping terms are ex works (EXW) TREMMOR LLC’s warehouse. Customer shall pay any applicable freight charges as noted on TREMMOR LLC’s invoices unless TREMMOR LLC ships the Products on a “freight collect” basis. Consistent with EXW shipping terms, risk of loss or damage to the Products shall pass from TREMMOR LLC to Customer from the moment the Products leave TREMMOR LLC’s premises. TREMMOR LLC shall have no responsibility for clearing Products for export. Customer shall insure the Products in transit.
5.2. In the case of large orders that specify a single shipping destination and single shipping date, TREMMOR LLC may elect in writing to absorb the freight charge and deliver to Customer free into store (FIS). In this case, consistent with FIS shipping terms, risk of loss or damage to the Products shall pass from TREMMOR LLC to Customer at the point of delivery to Customer’s premises. TREMMOR LLC shall insure the Products in transit. TREMMOR LLC may impose a nominal charge for insurance and handling on large orders. TREMMOR LLC may not absorb the freight charge if Customer specifies the mode of shipment or TREMMOR LLC may add a surcharge to cover any additional freight costs incurred. Refer to TREMMOR LLC’s price list or contact TREMMOR LLC for further details.
5.3. At the time of delivery, whether at TREMMOR LLC’s warehouse for EXW shipments or at Customer premise for FIS shipments, Customer shall visually inspect the Products, to the extent practicable, for any obvious damage, defects, or other evidence that the Products do not conform to the order. Customer shall note any damage on the shipment consignment note accompanying the shipment. Customer shall notify TREMMOR LLC of any damage to the Products. Customer shall include with such notice all relevant details including without limitation, the shipment consignment notes with the damage noted thereon, the invoice to which the shipment relates, a description of the damage and digital photos.
5.4. TREMMOR LLC shall not be responsible for damage that could reasonably have been detected by Customer before Customer signed the shipment consignment note acknowledging receipt in good condition. If Customer could not reasonably have detected the damage at time of delivery, Customer must give TREMMOR LLC notice of damage within 30 days after receipt of delivery. If the Customer does not give such notice within such a 30-day period, the Products shall be deemed to have been accepted in good order and condition. In any circumstance, TREMMOR LLC shall not be responsible for damage occurring after risk of loss shall have passed from TREMMOR LLC to Customer.
5.5. Unless Customer makes a specific request in its order, TREMMOR LLC shall determine the mode of shipment.
5.6. Any ship date or delivery date that TREMMOR LLC may give to Customer is given in good faith but is only a best estimate. TREMMOR LLC shall use its reasonable efforts to make timely delivery although it cannot guarantee an exact delivery date. TREMMOR LLC is not responsible for late delivery due to circumstances beyond its reasonable control. Any delay or failure to perform obligations shall be executed if and to the extent that is caused by an event or occurrence beyond the reasonable control of TREMMOR LLC and without fault or negligence, by way of example, such as acts of God, actions by any government authority whether valid or invalid, fires, floods, windstorms, explosions, riots, natural disasters, wars, embargoes, acts of terrorism, sabotage, or court injection or order.
5.7. TREMMOR LLC accepts no liability whatsoever for any loss or damage suffered by Customer because of any delay or failure to deliver any of the Products, irrespective of the cause.
5.8. TREMMOR LLC shall ship the Products as soon as they are ready for delivery. Customer may neither delay delivery nor fail nor refuse to accept delivery.
6. Payment
6.1. Subject to credit approval, the payment terms are “Net 30” meaning that payment in full is due thirty days from invoice date.
6.2. Customer shall pay the invoice price in full and shall have no right to set off against such price any claims that Customer may have against TREMMOR LLC. All payments shall be made in currency as defined in section 1.6.
6.3. TREMMOR LLC shall provide Customer with bank details for payments made by wire transfer, the preferred method of payment.
6.4. Prompt payment shall be deemed a material condition and Customer’s late payment shall be deemed a material breach of such condition. In relation to the payment terms, time is of the essence. Late payments shall bear interest at lesser of (i) 1.5% per month or (ii) the highest rate permitted under applicable law. In addition, the Customer shall pay TREMMOR LLC, on demand, all collection costs (including legal expenses) incidental to recovering payments of moneys owing, whether legal proceedings are instituted.
6.5. TREMMOR LLC reserves the right to alter its payment terms to the Customer at any time in TREMMOR LLC’s sole and absolute discretion. TREMMOR LLC may exercise such rights on an order-by-order basis. TREMMOR LLC may require the Customer to post security for payment before acceptance of an order or its delivery. TREMMOR LLC may withhold acceptance of an order, or its delivery, until the Customer pays cash or posts security in accordance with the payment terms specified by TREMMOR LLC.
6.6. TREMMOR LLC may delay shipping an order until the Customer has paid any overdue balance.
7. Orders
7.1. The Products are subject to minimum order sizes to facilitate shipping. TREMMOR LLC can only accept purchase orders for complete shipper quantities. Refer to TREMMOR LLC’s price list or contact TREMMOR LLC for details.
7.2. Lead times will vary depending upon whether TREMMOR LLC has the Products in stock at the time that the Customer places its order. Upon Customer request, TREMMOR LLC shall advise Customer of its estimated relevant lead times.
7.3. Customers shall use an online ordering system whenever possible. When that is not possible, the customer shall email orders.
7.4. All purchase orders must have a purchase order number, date, person authorized to purchase, delivery address and accounts address.
7.5. Customer shall not modify or cancel a purchase order except with TREMMOR LLC’s approval. Any request to modify or cancel a purchase order must be in writing and sent to TREMMOR LLC.
7.6. Customer shall immediately confirm, in writing, all verbal instructions and orders. TREMMOR LLC may wait until the Customer does so before executing the Customer’s verbal instructions and orders. If TREMMOR LLC does not wait, TREMMOR LLC shall execute Customer’s verbal instructions and orders entirely at Customer’s risk. In that case, TREMMOR LLC accepts no responsibility for errors and omissions.
8. Limited Warranty
8.1. TREMMOR LLC warrants that the Products will be free of defects in materials and workmanship. The term of this warranty is 1 year from the date of sale. TREMMOR LLC hereby limits its liability, whether in contract, tort or otherwise, for any loss or damage suffered by Customer to the repair or replacement of a defective Product or the refund of the purchase price. Where another manufacturer supplied TREMMOR LLC with a defective component, the warranty of TREMMOR LLC shall not be more extensive than any warranty in favor of TREMMOR LLC from such other manufacturer. TREMMOR LLC shall endeavor to pass on to the Customer the benefit of another manufacturer’s warranty.
8.2. To return the Products or to receive credit, Customer must contact TREMMOR LLC and request a Returns Authorization Number. If TREMMOR LLC authorizes the return, TREMMOR LLC shall give Customer delivery instructions.
8.3. Customers must return each Product to TREMMOR LLC in its original condition. TREMMOR LLC’s warranty is void in any of the following circumstances: (a) The warranty claim relates to normal wear and tear; (b) The Product has been misused, neglected, damaged, abused or involved in an accident; (c) The Product has been improperly operated, repaired or maintained; (d) The Product has been modified; (e) Components have been substituted for TREMMOR LLC’s factory installed components; (f) The owner of the Product has not followed any warnings, safety instructions, maintenance instructions and care and use instructions provided with the Product; (g) The Product has been damaged after risk of loss passed from TREMMOR LLC to Customer; and/or (h) The Product has been used for purposes other than for which it was designed.
8.4. Customer acknowledges that the Products are capable of being used in many different procedures. TREMMOR LLC provides general guidelines concerning the suitability of the Products. It is not always possible for TREMMOR LLC to provide specific guidelines for all procedures. Proper selection of a specific Product for a specific procedure will always be Customer’s responsibility. Customer must assume the ultimate responsibility for the selection and use of the Products.
8.5. This is an express warranty. TREMMOR LLC’s only obligation is to repair, replace or refund the purchase price of such parts or Products upon the presentation of proof of purchase and a valid warranty claim. TREMMOR LLC disclaims any other express warranty and all implied warranties, including warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by law. Customer is responsible for determining whether the Product is suitable for Customer’s purposes and will meet Customer’s performance expectations. Customer is solely responsible for determining the suitability of the Products for its needs. Except as otherwise provided herein, TREMMOR LLC assumes any responsibility that the Products will be fit for any particular purpose for which the Customer may be buying the Products.
9. Return Policy
9.1. Customer may only return the Products to TREMMOR LLC, and receive a credit or refund, with TREMMOR LLC’s authorization. TREMMOR LLC may withhold its authorization in its sole and absolute discretion.
9.2. To return the Products or to receive credit, Customer must contact TREMMOR LLC and request a Returns Authorization Number. If TREMMOR LLC authorizes the return, TREMMOR LLC shall give Customer delivery instructions.
9.3. Customer must return each Product to TREMMOR LLC in its original condition and packaging within 30 days after delivery and must specify the Return Authorization Number on the packaging. The Products must be unsoiled, undamaged and in a resalable condition (or Customer shall pay for all costs of replacement or repair).
9.4. The Customer shall deliver the Products to TREMMOR LLC at the Customer’s risk and cost. TREMMOR LLC accepts no responsibility for loss or damage to the Products.
9.5. The Customer shall adequately pack the Products and ship the Products, freight prepaid, to TREMMOR LLC’s warehouse.
9.6. TREMMOR LLC will issue a credit for the invoice value of all Products accepted for return. TREMMOR LLC, however, reserves the right to apply a handling charge of 10% of invoice value should the Products need repacking prior to resale.
10. Product Changes
10.1. TREMMOR LLC is continually improving and upgrading the Products, the specifications, dimensions, and Product information are subject to change. TREMMOR LLC will notify the customer of any changes prior to the product being released. Any such alterations shall not impose on TREMMOR LLC an obligation to alter the Products that TREMMOR LLC has already delivered to the Customer.
10.2. TREMMOR LLC does not warrant that the Products conform to any specific design or sample.
11. Professional Advice
11.1. TREMMOR LLC does not provide professional advice concerning the Products or their use.
11.2. The customer accepts responsibility for ensuring that its employees, agents, and customers are appropriately trained and experienced in the use of the Products and have read any relevant Information provided by TREMMOR LLC.
11.3. Customer accepts responsibility for ensuring that end users know how to use the Products. Customer shall discharge this responsibility through training sessions, hands-on demonstrations, and technical support.
11.4. TREMMOR LLC offers no warranty of fitness for purpose. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HERETO MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING OUT OF PRIOR COURSE OF DEALING AND USAGE OF TRADE.
12. Limitation of Liability
12.1. Any liability of whatsoever nature arising directly or indirectly from any defect in the Products, or any advice tendered by TREMMOR LLC in connection with the Products, shall be limited to the replacement or repair of such defect and shall not in any case exceed the purchase price of the defective Products.
12.2. TREMMOR LLC is not liable for damage, loss or expense resulting from its failure to give advice or information or the giving of incorrect advice or information, whether due to TREMMOR LLC’s negligence or that of its employees, agents, or sub-contractors.
12.3. TREMMOR LLC’s liability for loss arising from any defect or non-compliance in relation to the Products supplied is limited, at TREMMOR LLC’s option, to replacement of the Products or a refund not exceeding the purchase price of the defective or non-compliant Products. Under no circumstance shall TREMMOR LLC be liable for any incidental, special, indirect, consequential, or punitive damages, including loss of profits, loss of revenues, loss of business, loss of operations, injury to reputation or loss of good will. TREMMOR LLC shall not be liable for death, personal injury or property damage resulting from, or relating to, use of the Products. The customer understands and agrees that all claims in products liability shall be its sole responsibility.
12.4 If the Customer is buying the Products for resale, Customer accepts full responsibility for resolving any claims made by its customers and indemnifies TREMMOR LLC against, and will hold TREMMOR LLC harmless from, any such claims. The customer’s sole recourse against TREMMOR LLC is pursuant to these Conditions.
12.5. Customer shall strictly comply with any instructions for use, care and maintenance, trouble shooting, warnings and safety procedures provided by TREMMOR LLC. Where appropriate, Customer shall pass any such instructions to its customers and end users and Customer shall use its best efforts to ensure that they comply with such instructions. TREMMOR LLC shall not be liable for any costs or damages incurred by any person because of such person’s failure to comply with such instructions.
12.6. Where TREMMOR LLC gives technical advice, TREMMOR LLC does so to provide helpful suggestions only. TREMMOR LLC has not inquired, nor does it know, all of Customer’s unique circumstances to make a professional judgment. TREMMOR LLC assumes no obligation or liability for any technical advice so given. The customer accepts such technical advice entirely at its own risk. The customer shall use its own judgment and not rely upon TREMMOR LLC’s.
12.7. The liability of TREMMOR LLC under any circumstance shall not exceed the original purchase price paid by Customer for the Product or Products giving rise to such liability.
12.8. Some jurisdictions do not allow certain types of disclaimers in sales contracts or may limit the scope of such disclaimers. Therefore, the above disclaimers, limitations and exclusions may not apply in certain jurisdictions in which TREMMOR LLC sells the Products. As to such jurisdictions, the clauses above shall be deemed modified, and the offending sentences amended or removed, but only to the extent necessary to bring such clauses into conformity with the laws therein.
12.9. Force Majeure. Any delay or failure of TREMMOR LLC to perform its obligations will be excused if, and to the extent that TREMMOR LLC is unable to perform specifically due to an event or occurrence beyond its reasonable control and without its fault or negligence (which events may include acts of God; restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority; embargoes; fires; explosions; natural disasters; riots; or wars).
13. Compliance with Law and Regulations
13.1. TREMMOR LLC will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Distributors shall not modify any TREMMOR LLC manufactured components or products. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anticorruption, or anti-kickback law.
13.2. Customer shall comply with all applicable laws and regulations in the countries where Customer intends to use or sell the Products. Specifically, and without limiting the generality of the foregoing, Customer shall comply with all health and safety requirements, labeling requirements, equipment requirements, registration and approval requirements, warranty requirements, truth in advertising requirements and country of origin marking requirements.
13.3. At the time the Customer places its order, it shall advise TREMMOR LLC of any such legal requirements to the extent they relate to the Product specifications, the manufacturing process, labelling or packaging. If TREMMOR LLC can do so, it shall comply with such requirements. TREMMOR LLC reserves the right to increase the price to cover the reasonable cost of complying with any such requirements. Customer acknowledges that TREMMOR LLC shall be relying entirely upon Customer’s advice in respect to the legal requirements in Customer’s markets.
13.4 Customer shall not export the Products outside of the United States or permit any person acquiring Products from Customer to export them outside of the United States without TREMMOR LLC’s prior written consent in each instance.
14. Intellectual Property
14.1. All trademarks, service marks, and logos, both registered and unregistered, are the trademarks, service marks, or logos of their respective owners. TREMMOR LLC Intellectual Property means any patent, patented articles, patent applications, designs, industrial designs, copyrights, software, source code, database rights, moral rights, inventions, techniques, technical data, trade secrets, know-how, brands, trademarks, trade names, slogans, logos, and any other common law and proprietary rights, whether registered or unregistered anywhere in the world, that are owned by, developed in whole or in part by, or licensed by TREMMOR, LLC.
14.2. You must NOT purchase, sell, or offer for sale any products that infringe upon proprietary TREMMOR LLC products or product designs.
14.3. Only current Customers whose accounts are in good standing shall have the right to use TREMMOR LLC IP’s trademarks. Such Customers may only use TREMMOR LLC IP’s trademarks to promote the TREMMOR LLC Products.
14.4. TREMMOR LLC IP has the right to review and inspect the use of its Trademarks and intellectual property from time to time to determine proper usage.
14.5. If Customer violates TREMMOR LLC IP’s Trademark and Copyright Guidelines, upon notification from TREMMOR LLC IP to the Customer, Customer must immediately stop using the TREMMOR LLC IP trademarks until the violation is remedied. Customer understands and agrees that this may require Customer to stop promoting and selling the TREMMOR LLC products until such trademark violation can be remedied to the satisfaction of TREMMOR LLC IP.
14.6. Whenever TREMMOR LLC stops doing business with Customer, or vice versa, Customer shall return all TREMMOR LLC promotional material in Customer’s possession. Customer shall also remove all references to TREMMOR LLC and its trademarks from Customer’s literature, website and other promotional material and immediately cease using any of TREMMOR LLC IP’s trademarks.
15. Disputes
15.1. Any dispute arising out of these Conditions or with respect to the sale of Products to Customer or relating to the Products supplied, work done, or services rendered by TREMMOR LLC shall be resolved in accordance with the law of Michigan and in the courts of Michigan. Customer hereby submits to jurisdiction of Oakland County in the state of Michigan and federal courts located in the Eastern District of Michigan.
16. Severability
16.1. If any provision in these Conditions is deemed by a court to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be Affected.
17. Non-Waiver
17.1. No failure by TREMMOR LLC to insist upon strict performance of any of these Conditions, or delay in exercising any of its rights or remedies, shall constitute a waiver or variation of these Conditions or a waiver of any such right or remedy.
18. Conflicts
18.1. The specific terms of any sales confirmation, sales quotation, or invoice to which these Conditions are attached, or incorporated by reference, shall prevail in the event of a conflict.
19. Successors and Assigns
19.1 These Conditions will be binding upon Customer and its successors and assigns. The customer may not assign its rights hereunder or under any purchase order without the prior written consent of TREMMOR LLC, which consent may be given or withheld in TREMMOR LLC’s discretion.
20. Consumer Sales Only
20.1 Distributor acknowledges and agrees that it may only distribute and sell TREMMOR LLC products to end users and customers located within the United States of America. Distributor shall include, in its terms of sale, provisions prohibiting the distribution, sale, transfer or making available of TREMMOR LLC products to distributors or third-party resellers and shall not make or allow such sales without the express written consent from TREMMOR LLC.