Skip to Navigation Leer TONNEAUS MORE Approved <p><b>TERMS OF SALE</b></p> <p style="text-align: center;">Effective XX.XX., 2019</p> <p style="text-align: justify;">The following terms (“Terms”) govern all purchases of products (“Products”) from Truck Accessories Group, LLC (“TAG”) by you (“you” or “Purchaser”). The Terms comprise the entire agreement between TAG and Purchaser, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether written or oral. The Terms also prevail over any other terms and conditions of purchase provided in any purchase order or other document provided by Purchaser. By signing below, clicking “I Agree” to these Terms on TAG’s website or Purchaser portal, or submitting an order for Products to TAG, whichever occurs first, you accept these Terms. These Terms may not be modified, amended, or added to unless such modification, amendment, or addition is agreed to by TAG in writing. These Terms will remain in effect until modified or amended by TAG, which TAG may do from time to time in its sole discretion. </p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>1. Orders</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">You agree that any order by you of Products is an offer to buy the Products listed in your order under these Terms. You understand that TAG is not obligated to sell Products to you, and all orders must be accepted by TAG before they become binding on TAG. TAG may choose not to accept any orders, or only accept part of an order, in its sole discretion. The quantity of Products will be determined by the extent to which your order is accepted by TAG. All orders must be placed in writing and in the manner and format required by TAG. All orders are also subject to the other policies found on TAG’s website, <a href="http://www.truckgroup.com/" target="_blank">www.truckgroup.com</a>, or the websites of TAG’s brands or subsidiaries. Such policies are updated from time to time in TAG’s sole discretion and are expressly incorporated into these Terms.</p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>2. Price</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">All prices for Products are subject to change without notice. The price charged for a Product will be the price in effect at the time TAG confirms an order, less any applicable discounts. The Purchaser must maintain their account in good standing in order to qualify for any discounts. Unless stated otherwise by TAG in writing, all prices are exclusive of freight charges and all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Purchaser. Any tax or levy relating to the sale, purchase, delivery, storage, manufacturing, use, or consumption of the Product will be the responsibility of Purchaser in addition to the sales price. </p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>3. Payment Terms</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">Payment terms are within TAG’s sole discretion, which will vary according to Purchaser’s creditworthiness. If in TAG’s sole discretion the Purchaser’s financial capacity becomes impaired or unsatisfactory or Purchaser is in default under these Terms or any other contract with TAG, TAG may require advance cash payment or additional security from Purchaser, and TAG may withhold shipments until such payment or security is received. All purchases will be cash on delivery unless Purchaser has submitted a credit application and been approved for open account status. Purchasers on open account shall pay in full, without setoff or recoupment (other than for credit notes issued by TAG as set forth below), all invoices submitted by TAG within 30 days after the date of the invoice unless a different term is set forth in the invoice or agreed to by TAG in writing. Any account that is past due will be charged a monthly interest rate of 2%. Accounts that are 30+ days past due will be placed on credit hold. Payments must be made to the location as directed in the invoice. </p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">TAG will issue credit notes as soon as practicable to cover returns, warranty, stock adjustments, etc. Purchaser may apply to invoices only those credits that TAG has authorized in credit notes issued by TAG. Purchaser may not deduct from, setoff from, or short pay invoices without a valid authorized credit note issued by TAG. </p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>4. Shipment</b></p> <p> </p> <p style="text-align: justify;">Unless otherwise agreed by TAG in writing, Purchaser is responsible for all freight charges incurred in shipping the product from TAG’s place of business. TAG will assess an additional fee in addition to freight for drop shipments. Title and risk of loss to the Products will pass upon TAG’s delivery of the Products to the carrier for shipment to Purchaser. [NOTE: TAG’s previous terms were contradictory on this point] Special insurance for any shipment is the responsibility of Purchaser. TAG reserves the right to specify the carrier for all shipments. As collateral security for the payment of the purchase price of the Products, Purchaser hereby grants to TAG a lien on and security interest in and to all of the right, title, and interest of Purchaser in, to, and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the applicable state enactment of the Uniform Commercial Code.</p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">The Products will be delivered within a reasonable time after TAG confirms Purchaser’s order. Any shipment date provided by TAG is an approximation only and not a guarantee of a particular day of delivery. Under no circumstances will TAG be liable for delays in delivery. TAG in its sole discretion may make delivery in installments or make partial shipments, and all such installments or partial shipments will be separately invoiced and paid for when due, without regard to subsequent deliveries. Claims for damages, loss, shortage, or delay are not cause for cancellation of the contract even if they substantially impair the value of the whole contract.</p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>5. Inspection</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">Products will be deemed accepted by Purchaser within 10 days of Purchaser’s receipt by carrier or otherwise of the Products. All claims of damages to or non-conformities, defects, or shortages in the Products must be raised in writing to TAG within 30 days of Purchaser receiving the Products. Purchaser must inspect each shipment upon receiving the Products by carrier or otherwise and mark each bill of lading with the shortages found; any claims for shortages not indicated on the bill of lading or waybill will not be allowed. Purchaser also must inspect the Products for damage, non-conformities, or defects at the time of delivery. If any damage, non-conformity, or defect is discovered, Purchaser must provide detailed information as to the nature of the damage or nonconformities or defects, must hold the damaged or nonconforming or defective products for TAG’s disposition without negligence, and must afford TAG reasonable opportunities to inspect the Products and cure any damage or nonconformity or defect. In no event may Purchaser return Products without TAG’s written consent in a Returned Goods Authorization issued by TAG. Failure to comply with the terms of this paragraph will result in a waiver by Purchaser of all claims with respect to any damage, nonconformity, defect, or shortage of such Products and will be conclusive evidence that TAG has satisfactorily performed.</p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>6. Warranties</b></p> <p><b> </b></p> <p style="text-align: justify;">TAG may, in its sole discretion, provide an express limited warranty applicable to certain Products (“TAG Limited Warranty”). The terms and conditions of the TAG Limited Warranty may vary by brand of Product; are available on TAG’s website, <a href="http://www.truckgroup.com/" target="_blank">www.truckgroup.com</a>; and are expressly incorporated by reference into these Terms. Purchaser may also obtain a copy of the TAG Limited Warranty by submitting a written request to TAG at 28858 Ventura Dr, Elkhart, IN 46517. Resellers (as defined below) agree to provide their customers with a full text of the TAG Limited Warranty or with information on how to obtain the TAG Limited Warranty before reselling any Product. TAG may modify the terms of the TAG Limited Warranty at any time in its sole discretion. Other than the TAG Limited Warranty, if any, TAG makes no warranty, whether express or implied, on the Products, selling them on an “AS IS, WHERE IS” basis. <b>EXCEPT FOR THE TAG LIMITED WARRANTY SET FORTH ON TAG’S WEBSITE FOR CERTAIN PRODUCTS, NEITHER TAG NOR ANY PERSON ON TAG’S BEHALF HAS MADE OR MAKES FOR PURCHASER’S OR ANY CUSTOMER OF PURCHASER’S BENEFIT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY TAG, OR ANY OTHER PERSON ON TAG’S BEHALF.</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>7. Exclusive Remedy</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">TAG’s sole obligation under the TAG Limited Warranty is to repair or replace, in TAG’s sole discretion, the defective Product or any defective part or component of the Product. Such repair or replacement will be without cost to Purchaser when performed within the applicable warranty period as defined in the TAG Limited Warranty. <b>THE TAG LIMITED WARRANTY IS THE PURCHASER&#39;S SOLE AND EXCLUSIVE REMEDY AGAINST TAG, WHETHER IN CONTRACT, UNDER STATUTE (INCLUDING STATUTORY PROVISIONS AS TO CONDITIONS AS TO QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF GOODS SUPPLIED PURSUANT TO THE CONTRACT OF SALE), WARRANTY, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. </b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>8. Limitation of Liability</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>IN NO EVENT WILL TAG’S LIABILITY TO PURCHASER EXCEED THE AGGREGATE PRICE PAID TO TAG BY PURCHASER FOR PRODUCTS OVER THE PRECEDING SIX MONTHS FROM THE DATE PURCHASER FIRST MAKES A DEMAND TO TAG RELATING TO ANY ALLEGED LIABILITY OF TAG. FURTHER, IN NO EVENT WILL TAG BE LIABLE TO PURCHASER FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, INJURIES TO PERSONS OR DAMAGE TO PROPERTY, LOSS OF PROFITS OR ANTICIPATED PROFITS, OR LOSS OF USE. </b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>9. Indemnification </b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">Resellers (as defined below) will indemnify, defend, and hold harmless TAG; its corporate subsidiaries, parent corporations, and related companies (“TAG Related Companies”); and TAG’s and TAG Related Companies’ officers, directors, employees, shareholders, and agents from any and all claims, causes of action, liabilities, losses, damages, and costs (including reasonable attorney’s fees and expert costs) resulting from either (i) Reseller’s breach of these Terms; (ii) Reseller’s alteration or misuse of the Product; (iii) Reseller’s negligence relating to the Product; or (iv) any representation, warranty, promise, or commitment by Reseller to any customer or potential customer concerning the Product.</p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>10. Intellectual Property Rights</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">If Purchaser is an Authorized Reseller (as defined below), then subject to TAG’s instructions and trademark policies, which may be amended from time to time in TAG’s sole discretion, and these Terms, TAG hereby grants to such Authorized Reseller a non-exclusive, non-transferable, and non-sublicensable license to use TAG’s trademarks solely on or in connection with the promotion, advertising, and resale of the Products in accordance with these Terms. Upon request from TAG, Authorized Reseller must promptly discontinue the display or use of any of TAG’s trademarks. Other than the express license granted in this Paragraph, Purchaser acquires no intellectual property rights from TAG.</p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>11. Confidentiality</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">All non-public, confidential, or proprietary information of TAG, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by TAG to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” is confidential, solely for the use of performing these Terms, and may not be disclosed or copied unless authorized in advance by TAG in writing. Upon TAG’s request, Purchaser must promptly return all documents and other materials received from TAG. TAG is entitled to seek injunctive relief for any violation of this Paragraph, and Purchaser waives any bond or other surety requirement that would otherwise be required of TAG to obtain the injunctive relief sought by TAG. This Paragraph does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party. Unless expressly communicated otherwise by Purchaser in writing, no information that Purchaser provides to TAG will be considered confidential.</p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>12. No Agency</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">The relationship between Purchaser and TAG is that of independent contractors. TAG exercises no control over the day-to-day operations of Purchaser. Purchaser is <b><u>not</u></b> an agent of TAG and has no authority, express or implied, to do any act on behalf of TAG or make any representation, warranty, promise, or commitment that is binding on TAG. Reseller (as defined below) represents and warrants that it will not make any representation, warranty, promise, or commitment concerning the Products to its customers. </p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>13. Authorized Resellers</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">Some Purchasers may engage in the business of reselling Products (“Resellers”). Resellers must be registered to use TAG’s online reseller portal or approved by TAG in writing or both before engaging in the business of reselling Products (“Authorized Resellers”). Only Authorized Resellers may engage in the business of reselling Products. Resellers are not franchisees or dealers of TAG. </p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>14. Force Majeure</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">TAG is not liable or responsible to you, and will not be deemed to have defaulted or breached these Terms or any order or contract with you, for any failure or delay in TAG’s performance under these Terms or any order or contract when such failure or delay is caused by or results from acts or circumstances beyond TAG’s reasonable control, including but not limited to those failures or delays due in whole or in part to fires, floods, explosions, casualty, riots, strikes, shortages of labor or other labor difficulties, freight embargoes, transportation delays, breakdowns, accidents, inability to secure raw materials, lack of fuel or supplies or power or shipping space, acts of God, and existing or future laws or regulations of any governmental authority. </p> <p style="text-align: justify;"> </p> <p><b>15. No Waiver</b></p> <p><b> </b></p> <p style="text-align: justify;">The failure by TAG to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision in these Terms by TAG will be effective only if in writing and signed by a duly authorized representative of TAG.</p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>16. Termination</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">In addition to any remedies that may be provided under these Terms, TAG may terminate any confirmed order or contract with Purchaser, with immediate effect upon written notice to Purchaser, if Purchaser: (i) fails to pay any amount when due under these Terms; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Upon termination, TAG will have all rights and remedies as provided by applicable law against Purchaser.</p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>17. No Assignment or Third-Party Beneficiaries</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">Purchaser shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of TAG. Any purported assignment or delegation in violation of this Paragraph is null and void. No assignment or delegation relieves Purchaser of any of its obligations under these Terms. These Terms are for the sole benefit of Purchaser and TAG and their respective successors and permitted assigns and nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.</p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;"><b>18. Notices</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">You agree to allow us to provide any notice to you under these Terms by (i) sending a message to the email address you provide or (ii) by posting to TAG’s website. Notices sent by email will be effective when we send the email and notices we provide by posting to TAG’s website will be effective upon posting. It is your responsibility to keep your email address current. Purchaser may provide notice to TAG under these Terms only by certified mail to TAG at 28858 Ventura Dr, Elkhart, IN 46517. Notices sent to TAG by Purchaser are effective when received by the proper representative of TAG. </p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>19. Governing Law</b></p> <p style="text-align: justify;"><b> </b></p> <p style="text-align: justify;">These Terms are governed and will be construed according to the laws of the State of Indiana without regard to any principles of conflicts or choice of law that may otherwise be applicable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any sale of Products by TAG to Purchaser.</p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>20. Venue</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">Purchaser agrees to the exclusive jurisdiction and venue of the federal and state courts located in St. Joseph County, Indiana, for any claim or controversy arising out of or relating to the Terms and waives any challenge to the jurisdiction or venue of such courts. If Purchaser files suit or brings any legal proceeding in a venue other than a federal or state court in St. Joseph County, Indiana, Purchaser agrees to pay all costs and reasonable attorney’s fees that TAG incurs in effecting the transfer of any case or proceeding to St. Joseph County, Indiana, and payment of such costs and fees is due at the time the case is docketed in a federal or state court in St. Joseph County. </p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>21. Jury Trial Waiver</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">Due to the complexity, high cost, and time involved in commercial litigation before a jury, TAG and Reseller, to the extent permitted by law, <b>EACH KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND AFTER THE OPPORTUNITY TO CONSULT WITH COUNSEL, WITHOUT COERCION, WAIVE THEIR RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE IN CONNECTION WITH THE PRODUCTS, THESE TERMS, OR ANY ORDER BY RESELLER, REGARDLESS OF WHETHER SUCH RIGHT ARISES UNDER CONTRACT, TORT, STATUTORY, REGULATORY, OR OTHER APPLICABLE LAW.</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;"><b>22. Severability</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">If any provision of these Terms is held to be invalid, illegal, unconscionable, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.</p> <p> </p> <p> </p> <p><br></p> <p> </p> <p style="text-align: justify;">I <b>HAVE READ AND REVIEWED THE TAG TERMS OF SALE, INCLUDING THE LIMITATION OF LIABILITY, THE EXCLUSIVE REMEDY PROVISION, AND THE FORUM SELECTION PROVISION, AND I AGREE TO BE BOUND BY THOSE TERMS WHEN ORDERING PRODUCTS FROM TAG. IF I AM SIGNING ON BEHALF OF A COMPANY, I REPRESENT THAT I AM AUTHORIZED TO AGREE TO THE TAG TERMS OF SALE ON BEHALF OF THE COMPANY NAMED BELOW.</b></p> <p style="text-align: justify;"> </p> <p style="text-align: justify;">Signature: <u> </u></p> <p style="text-align: justify;">Printed name: <u> </u></p> <p style="text-align: justify;">Company: <u> </u></p> <p style="text-align: justify;">Date: <u> </u></p> <p style="text-align: justify;"><u> </u></p> <p><br></p> TERMS OF SALE Effective XX.XX., 2019 The following terms (“Terms”) govern all purchases of products (“Products”) from Truck Accessories Group, LLC (“TAG”) by you (“you” or “Purchaser”). The Terms comprise the entire agreement between TAG and Purchaser, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether written or oral. The Terms also prevail over any other terms and conditions of purchase provided in any purchase order or other document provided by Purchaser. By signing below, clicking “I Agree” to these Terms on TAG’s website or Purchaser portal, or submitting an order for Products to TAG, whichever occurs first, you accept these Terms. These Terms may not be modified, amended, or added to unless such modification, amendment, or addition is agreed to by TAG in writing. These Terms will remain in effect until modified or amended by TAG, which TAG may do from time to time in its sole discretion. 1. Orders You agree that any order by you of Products is an offer to buy the Products listed in your order under these Terms. You understand that TAG is not obligated to sell Products to you, and all orders must be accepted by TAG before they become binding on TAG. TAG may choose not to accept any orders, or only accept part of an order, in its sole discretion. The quantity of Products will be determined by the extent to which your order is accepted by TAG. All orders must be placed in writing and in the manner and format required by TAG. All orders are also subject to the other policies found on TAG’s website, www.truckgroup.com, or the websites of TAG’s brands or subsidiaries. Such policies are updated from time to time in TAG’s sole discretion and are expressly incorporated into these Terms. 2. Price All prices for Products are subject to change without notice. The price charged for a Product will be the price in effect at the time TAG confirms an order, less any applicable discounts. The Purchaser must maintain their account in good standing in order to qualify for any discounts. Unless stated otherwise by TAG in writing, all prices are exclusive of freight charges and all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Purchaser. Any tax or levy relating to the sale, purchase, delivery, storage, manufacturing, use, or consumption of the Product will be the responsibility of Purchaser in addition to the sales price. 3. Payment Terms Payment terms are within TAG’s sole discretion, which will vary according to Purchaser’s creditworthiness. If in TAG’s sole discretion the Purchaser’s financial capacity becomes impaired or unsatisfactory or Purchaser is in default under these Terms or any other contract with TAG, TAG may require advance cash payment or additional security from Purchaser, and TAG may withhold shipments until such payment or security is received. All purchases will be cash on delivery unless Purchaser has submitted a credit application and been approved for open account status. Purchasers on open account shall pay in full, without setoff or recoupment (other than for credit notes issued by TAG as set forth below), all invoices submitted by TAG within 30 days after the date of the invoice unless a different term is set forth in the invoice or agreed to by TAG in writing. Any account that is past due will be charged a monthly interest rate of 2%. Accounts that are 30+ days past due will be placed on credit hold. Payments must be made to the location as directed in the invoice. TAG will issue credit notes as soon as practicable to cover returns, warranty, stock adjustments, etc. Purchaser may apply to invoices only those credits that TAG has authorized in credit notes issued by TAG. Purchaser may not deduct from, setoff from, or short pay invoices without a valid authorized credit note issued by TAG. 4. Shipment Unless otherwise agreed by TAG in writing, Purchaser is responsible for all freight charges incurred in shipping the product from TAG’s place of business. TAG will assess an additional fee in addition to freight for drop shipments. Title and risk of loss to the Products will pass upon TAG’s delivery of the Products to the carrier for shipment to Purchaser. [NOTE: TAG’s previous terms were contradictory on this point] Special insurance for any shipment is the responsibility of Purchaser. TAG reserves the right to specify the carrier for all shipments. As collateral security for the payment of the purchase price of the Products, Purchaser hereby grants to TAG a lien on and security interest in and to all of the right, title, and interest of Purchaser in, to, and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the applicable state enactment of the Uniform Commercial Code. The Products will be delivered within a reasonable time after TAG confirms Purchaser’s order. Any shipment date provided by TAG is an approximation only and not a guarantee of a particular day of delivery. Under no circumstances will TAG be liable for delays in delivery. TAG in its sole discretion may make delivery in installments or make partial shipments, and all such installments or partial shipments will be separately invoiced and paid for when due, without regard to subsequent deliveries. Claims for damages, loss, shortage, or delay are not cause for cancellation of the contract even if they substantially impair the value of the whole contract. 5. Inspection Products will be deemed accepted by Purchaser within 10 days of Purchaser’s receipt by carrier or otherwise of the Products. All claims of damages to or non-conformities, defects, or shortages in the Products must be raised in writing to TAG within 30 days of Purchaser receiving the Products. Purchaser must inspect each shipment upon receiving the Products by carrier or otherwise and mark each bill of lading with the shortages found; any claims for shortages not indicated on the bill of lading or waybill will not be allowed. Purchaser also must inspect the Products for damage, non-conformities, or defects at the time of delivery. If any damage, non-conformity, or defect is discovered, Purchaser must provide detailed information as to the nature of the damage or nonconformities or defects, must hold the damaged or nonconforming or defective products for TAG’s disposition without negligence, and must afford TAG reasonable opportunities to inspect the Products and cure any damage or nonconformity or defect. In no event may Purchaser return Products without TAG’s written consent in a Returned Goods Authorization issued by TAG. Failure to comply with the terms of this paragraph will result in a waiver by Purchaser of all claims with respect to any damage, nonconformity, defect, or shortage of such Products and will be conclusive evidence that TAG has satisfactorily performed. 6. Warranties TAG may, in its sole discretion, provide an express limited warranty applicable to certain Products (“TAG Limited Warranty”). The terms and conditions of the TAG Limited Warranty may vary by brand of Product; are available on TAG’s website, www.truckgroup.com; and are expressly incorporated by reference into these Terms. Purchaser may also obtain a copy of the TAG Limited Warranty by submitting a written request to TAG at 28858 Ventura Dr, Elkhart, IN 46517. Resellers (as defined below) agree to provide their customers with a full text of the TAG Limited Warranty or with information on how to obtain the TAG Limited Warranty before reselling any Product. TAG may modify the terms of the TAG Limited Warranty at any time in its sole discretion. Other than the TAG Limited Warranty, if any, TAG makes no warranty, whether express or implied, on the Products, selling them on an “AS IS, WHERE IS” basis. EXCEPT FOR THE TAG LIMITED WARRANTY SET FORTH ON TAG’S WEBSITE FOR CERTAIN PRODUCTS, NEITHER TAG NOR ANY PERSON ON TAG’S BEHALF HAS MADE OR MAKES FOR PURCHASER’S OR ANY CUSTOMER OF PURCHASER’S BENEFIT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY TAG, OR ANY OTHER PERSON ON TAG’S BEHALF. 7. Exclusive Remedy TAG’s sole obligation under the TAG Limited Warranty is to repair or replace, in TAG’s sole discretion, the defective Product or any defective part or component of the Product. Such repair or replacement will be without cost to Purchaser when performed within the applicable warranty period as defined in the TAG Limited Warranty. THE TAG LIMITED WARRANTY IS THE PURCHASER'S SOLE AND EXCLUSIVE REMEDY AGAINST TAG, WHETHER IN CONTRACT, UNDER STATUTE (INCLUDING STATUTORY PROVISIONS AS TO CONDITIONS AS TO QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF GOODS SUPPLIED PURSUANT TO THE CONTRACT OF SALE), WARRANTY, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. 8. Limitation of Liability IN NO EVENT WILL TAG’S LIABILITY TO PURCHASER EXCEED THE AGGREGATE PRICE PAID TO TAG BY PURCHASER FOR PRODUCTS OVER THE PRECEDING SIX MONTHS FROM THE DATE PURCHASER FIRST MAKES A DEMAND TO TAG RELATING TO ANY ALLEGED LIABILITY OF TAG. FURTHER, IN NO EVENT WILL TAG BE LIABLE TO PURCHASER FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, INJURIES TO PERSONS OR DAMAGE TO PROPERTY, LOSS OF PROFITS OR ANTICIPATED PROFITS, OR LOSS OF USE. 9. Indemnification Resellers (as defined below) will indemnify, defend, and hold harmless TAG; its corporate subsidiaries, parent corporations, and related companies (“TAG Related Companies”); and TAG’s and TAG Related Companies’ officers, directors, employees, shareholders, and agents from any and all claims, causes of action, liabilities, losses, damages, and costs (including reasonable attorney’s fees and expert costs) resulting from either (i) Reseller’s breach of these Terms; (ii) Reseller’s alteration or misuse of the Product; (iii) Reseller’s negligence relating to the Product; or (iv) any representation, warranty, promise, or commitment by Reseller to any customer or potential customer concerning the Product. 10. Intellectual Property Rights If Purchaser is an Authorized Reseller (as defined below), then subject to TAG’s instructions and trademark policies, which may be amended from time to time in TAG’s sole discretion, and these Terms, TAG hereby grants to such Authorized Reseller a non-exclusive, non-transferable, and non-sublicensable license to use TAG’s trademarks solely on or in connection with the promotion, advertising, and resale of the Products in accordance with these Terms. Upon request from TAG, Authorized Reseller must promptly discontinue the display or use of any of TAG’s trademarks. Other than the express license granted in this Paragraph, Purchaser acquires no intellectual property rights from TAG. 11. Confidentiality All non-public, confidential, or proprietary information of TAG, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by TAG to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” is confidential, solely for the use of performing these Terms, and may not be disclosed or copied unless authorized in advance by TAG in writing. Upon TAG’s request, Purchaser must promptly return all documents and other materials received from TAG. TAG is entitled to seek injunctive relief for any violation of this Paragraph, and Purchaser waives any bond or other surety requirement that would otherwise be required of TAG to obtain the injunctive relief sought by TAG. This Paragraph does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party. Unless expressly communicated otherwise by Purchaser in writing, no information that Purchaser provides to TAG will be considered confidential. 12. No Agency The relationship between Purchaser and TAG is that of independent contractors. TAG exercises no control over the day-to-day operations of Purchaser. Purchaser is not an agent of TAG and has no authority, express or implied, to do any act on behalf of TAG or make any representation, warranty, promise, or commitment that is binding on TAG. Reseller (as defined below) represents and warrants that it will not make any representation, warranty, promise, or commitment concerning the Products to its customers. 13. Authorized Resellers Some Purchasers may engage in the business of reselling Products (“Resellers”). Resellers must be registered to use TAG’s online reseller portal or approved by TAG in writing or both before engaging in the business of reselling Products (“Authorized Resellers”). Only Authorized Resellers may engage in the business of reselling Products. Resellers are not franchisees or dealers of TAG. 14. Force Majeure TAG is not liable or responsible to you, and will not be deemed to have defaulted or breached these Terms or any order or contract with you, for any failure or delay in TAG’s performance under these Terms or any order or contract when such failure or delay is caused by or results from acts or circumstances beyond TAG’s reasonable control, including but not limited to those failures or delays due in whole or in part to fires, floods, explosions, casualty, riots, strikes, shortages of labor or other labor difficulties, freight embargoes, transportation delays, breakdowns, accidents, inability to secure raw materials, lack of fuel or supplies or power or shipping space, acts of God, and existing or future laws or regulations of any governmental authority. 15. No Waiver The failure by TAG to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision in these Terms by TAG will be effective only if in writing and signed by a duly authorized representative of TAG. 16. Termination In addition to any remedies that may be provided under these Terms, TAG may terminate any confirmed order or contract with Purchaser, with immediate effect upon written notice to Purchaser, if Purchaser: (i) fails to pay any amount when due under these Terms; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Upon termination, TAG will have all rights and remedies as provided by applicable law against Purchaser. 17. No Assignment or Third-Party Beneficiaries Purchaser shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of TAG. Any purported assignment or delegation in violation of this Paragraph is null and void. No assignment or delegation relieves Purchaser of any of its obligations under these Terms. These Terms are for the sole benefit of Purchaser and TAG and their respective successors and permitted assigns and nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. 18. Notices You agree to allow us to provide any notice to you under these Terms by (i) sending a message to the email address you provide or (ii) by posting to TAG’s website. Notices sent by email will be effective when we send the email and notices we provide by posting to TAG’s website will be effective upon posting. It is your responsibility to keep your email address current. Purchaser may provide notice to TAG under these Terms only by certified mail to TAG at 28858 Ventura Dr, Elkhart, IN 46517. Notices sent to TAG by Purchaser are effective when received by the proper representative of TAG. 19. Governing Law These Terms are governed and will be construed according to the laws of the State of Indiana without regard to any principles of conflicts or choice of law that may otherwise be applicable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any sale of Products by TAG to Purchaser. 20. Venue Purchaser agrees to the exclusive jurisdiction and venue of the federal and state courts located in St. Joseph County, Indiana, for any claim or controversy arising out of or relating to the Terms and waives any challenge to the jurisdiction or venue of such courts. If Purchaser files suit or brings any legal proceeding in a venue other than a federal or state court in St. Joseph County, Indiana, Purchaser agrees to pay all costs and reasonable attorney’s fees that TAG incurs in effecting the transfer of any case or proceeding to St. Joseph County, Indiana, and payment of such costs and fees is due at the time the case is docketed in a federal or state court in St. Joseph County. 21. Jury Trial Waiver Due to the complexity, high cost, and time involved in commercial litigation before a jury, TAG and Reseller, to the extent permitted by law, EACH KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND AFTER THE OPPORTUNITY TO CONSULT WITH COUNSEL, WITHOUT COERCION, WAIVE THEIR RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE IN CONNECTION WITH THE PRODUCTS, THESE TERMS, OR ANY ORDER BY RESELLER, REGARDLESS OF WHETHER SUCH RIGHT ARISES UNDER CONTRACT, TORT, STATUTORY, REGULATORY, OR OTHER APPLICABLE LAW. 22. Severability If any provision of these Terms is held to be invalid, illegal, unconscionable, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms. I HAVE READ AND REVIEWED THE TAG TERMS OF SALE, INCLUDING THE LIMITATION OF LIABILITY, THE EXCLUSIVE REMEDY PROVISION, AND THE FORUM SELECTION PROVISION, AND I AGREE TO BE BOUND BY THOSE TERMS WHEN ORDERING PRODUCTS FROM TAG. IF I AM SIGNING ON BEHALF OF A COMPANY, I REPRESENT THAT I AM AUTHORIZED TO AGREE TO THE TAG TERMS OF SALE ON BEHALF OF THE COMPANY NAMED BELOW. Signature: Printed name: Company: Date: SIGN UP FOR OUR NEWSLETTER LOVE OUR CAPS? YOU’LL LOVE OUR NEWSLETTER Join our email list to receive special deals and discounts, and stay in-the-know about new product updates and more. PRODUCTS TONNEAUS TRUCK CAPS COMPANY ABOUT LEER CONTACT US PRESS CAREERS SUPPORT FIND A DEALER WARRANTY FAQ VIDEO GALLERY VETERAN OWNED DEALERHUB LOGIN Privacy Policy | | Terms & Conditions | LEER A Member of the Truck Accessories Group, LLC © 2021 All Rights Reserved.