Triex LLC Terms of Service

and 

Triex LLC General Terms and Conditions

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Triex LLC Terms of Service

OVERVIEW

This website is operated by Massive Dimension. Throughout the site, the terms “we”, “us” and “our” refer to Massive Dimension. Massive Dimension offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 - ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Massive Dimension, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless Massive Dimension and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of 81 Parker Rd, Barre, Vermont US 05641.

SECTION 19 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at contact@massivedimension.com

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Triex LLC General Terms and Condition                

dba Massive Dimension

dba Filabot

GENERAL TERMS AND CONDITIONS OF SALE AND RELEASE AND LIMITATION OF LIABILITY AGREEMENT 

1. General Applicability. By accessing, purchasing and/or using/end using any of the equipment, materials, products, software, and/or  services of Triex LLC, you, as the purchaser, agree to be bound by the following terms and conditions contained herein together with the  terms and conditions contained in your purchase order, and/or the terms and conditions contained in Triex LLC Proposal, which are  incorporated herein by reference. In the event of any conflict of the terms or conditions herein with the Triex LLC Proposal, the Proposal  shall control. The terms and conditions herein, those contained in your purchase order, and those contained in any Proposal that you  have entered into with Triex LLC shall constitute the entire agreement between the parties, (collectively: the “Agreement”), and shall  supersede all prior communications and agreements regarding your order. Any amendments to these terms and conditions and that  of the Proposal must be expressly agreed to by Triex LLC. 

The terms “you” and “your” contained herein refer to you individually and/or if you acting on behalf of a legal entity, you represent and  warrant that you are a duly authorized agent with the authority to bind that entity to this Agreement, the Proposal and to the terms and  conditions herein on behalf of said entity, and “you” and “your” in that event shall refer to you individually and to that legal entity.  

Acceptance by Triex LLC of your purchase and/or purchase order or your acceptance of Triex LLC's Proposal, is expressly limited to and  conditioned upon your acceptance of these terms and conditions. The term “Equipment” as used herein means all of the equipment, parts, accessories sold to you, and may also include all software and software documentation, if any and as applicable that is licensed  to you by Triex LLC, ("Software")., The term "Services" as used herein means all labor, supervisory, technical and engineering, installation,  repair, consulting or other services provided or agreed to be provided by Triex LLC to you and which is expressly contained in your purchase  order and/or the Triex LLC Proposal. 

1. Prices, Rates, Taxes and Fees. 

(a) Unless otherwise specified to you in a signed writing by an Triex LLC representative, all Triex LLC Proposals expire thirty (30) days from the  submission date stated on the Proposal.  

(b) Unless otherwise stated herein, prices for Services are based upon normal business hours and normal base hourly rates communicated to you including on the published Services rate sheet provided to you as applicable, (8 a.m. to 5 p.m. ET Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1 1/2) times the hourly rate; and Sunday hours will  be billed at two (2) times the hourly rate; holiday hours will be billed at three (3) times the hourly rate. If a Services rate sheet is  attached hereto, the applicable Services rates shall be those set forth in the rate sheet.  

(c) Rates do not include any U.S. federal, state or local property, license, privilege, sales, use, excise, gross receipts, import, or other  like taxes and fees which may now or hereafter be applicable. You agree to pay  

or reimburse Triex LLC for taxes, fees and costs which Triex LLC or its suppliers incur or are required to pay or collect related to your purchase. If  you are exempt from the payment of any taxes, or hold a direct payment permit or certificate, you shall, upon placement of your  purchase order, provide Triex LLC a copy of said purchase permit or certificate, acceptable to the relevant governmental authorities. In the  event that such certificate or permit is rejected by the relevant governmental authorities, or you fail to timely present such certificate  or permit, you shall nonetheless be solely responsible for the payment or reimbursement of any such taxes, costs and fees related to  your purchase. 

(d) You shall also be solely responsible for any customs duties and other importation or exportation fees and costs, if any, related to  your purchase, at the rates in effect as of the submission date of Triex LLC’s Proposal as stated on the Proposal. Any change after that date  in such duties, fees, or rates, shall be an additional cost and shall be your sole responsibility to pay or reimburse Triex LLC. 

1. Payment. 

(a) Unless specified to the contrary in writing by Triex LLC, payment terms are net cash, payable without offset, in United States Dollars, 30 days from date of invoice by wire transfer or check to the account designated by Triex LLC in the Proposal. (b) If in the judgment and sole discretion of Triex LLC, your financial condition at any time prior to delivery does not justify the terms of  payment specified herein, Triex LLC may require up-front payment in advance, payment security satisfactory to Triex LLC, or may terminate your  order, whereupon Triex LLC shall be entitled to receive reasonable cancellation charges from you. If delivery is delayed by you for any  reason including your inability to submit acceptable payment to Triex LLC in advance of delivery, payment shall be due on the date Triex LLC was  originally prepared to make delivery. Delays in delivery or nonconformities in any installments delivered shall not relieve you of your  obligation to accept and pay for remaining installments. 

(c)You shall pay, in addition to the overdue payment, a late charge equal to the lesser of 1 1/2% per month or any part thereof or the  highest applicable rate allowed by law on all such overdue amounts plus Triex LLC's reasonable attorneys' fees and costs including any  court or arbitration costs incurred in connection with collection.

1. Changes. 

(a)Any changes requested by you affecting the ordered scope of work must be accepted by Triex LLC. Any resulting adjustments for your  requested changes to the affected provisions, including price, schedule, and guarantees shall be mutually agreed to in writing prior  to the implementation of any changes. 

(b) Triex LLC may, at its expense, make such changes to the Equipment or Services as it deems necessary, in its sole discretion, to  conform the Equipment or Services to the applicable specifications contained in the Proposal or on your order. If you object to any such changes, Triex LLC shall be relieved of its obligation of delivery of your order or certain effected Equipment or Services contained  therein and shall refund your payment less any applicable costs and fees incurred by Triex LLC for processing. 

1. Delivery. 

(a)All Equipment manufactured, assembled or warehoused in the continental United States is delivered F.O.B. point of shipment.  Equipment shipped from outside the continental United States is delivered F.O.B. United States port of entry. You shall be solely responsible for any and all demurrage or detention charges. 

(b) If the scheduled delivery of Equipment is delayed by your acts or negligence, or by Force Majeure, Triex LLC may move the Equipment  to storage for the account of and at your risk whereupon it shall be deemed to be delivered. 

(c)Shipping and delivery dates are contingent upon you providing timely approvals and any  

documentation required for Triex LLC's performance hereunder. 

(d) Claims for shortages or other errors in delivery must be made in writing to Triex LLC within ten (10) days of delivery. Equipment may not be returned except with the prior written consent of Triex LLC and subject to terms specified by Triex LLC. Claims for damage upon or after delivery shall be made directly by you to the applicable common carrier. 

1. Title & Risk of Loss. Except with respect to Software (for which title shall not pass, with use being licensed) title to Equipment  shall remain in Triex LLC until paid in full. Notwithstanding any agreement with respect to delivery terms or payment of transportation  charges, risk of loss or damage shall pass to you upon delivery. 

1. Inspection, Testing and Acceptance. 

(a)Any inspection by you of Equipment on Triex LLC's premises shall be scheduled in advance with Triex LLC and be performed during normal working  hours as described herein. 

(b) If the order provides for factory acceptance testing, Triex LLC shall notify you when Triex LLC will conduct such testing prior to shipment.  Unless you state specific objections in writing within ten (10) days after completion of factory acceptance testing, completion of the  acceptance test constitutes your acceptance of the Equipment and your authorization for its shipment. 

1. Warranties and Remedies. 

(a) Equipment and Services Warranty. Triex LLC warrants that Equipment (excluding Software, which is warranted as specified in paragraph  (d) below) shall be delivered free of defects in material and workmanship and that Services shall be free of defects in workmanship.  The Warranty Remedy Period for Equipment (excluding Software, Spare Parts and Refurbished or Repaired Parts) shall end twelve  (12) months after installation. The Warranty Remedy Period for new spare parts shall end twelve (12) months after the date of shipment. The Warranty Remedy Period for refurbished or repaired parts  shall end ninety (90) days after the date of shipment. The Warranty Remedy Period for Services shall end ninety (90) days after the date  of completion of Services. 

(b) Equipment and Services Remedy. If a nonconformity to the foregoing warranty is discovered in  

the Equipment or Services during the applicable Warranty Remedy Period, as specified above, under normal and proper use and  provided the Equipment has been properly stored, installed, operated and maintained and written notice of such nonconformity is  provided to Triex LLC promptly after such discovery  

and within the applicable Warranty Remedy Period, Triex LLC shall, at its option, either (i) repair or replace the nonconforming portion of the  Equipment or re-perform the nonconforming Services or (ii) refund the portion of the price applicable to the nonconforming portion of  Equipment or Services. If any portion of the Equipment or Services so repaired, replaced or re-performed fails to conform to the  foregoing warranty, and written notice of such nonconformity is provided to Triex LLC promptly after discovery and within the original  Warranty Remedy Period applicable to such Equipment or Services or 30 days from completion of such repair, replacement or  reperformance, whichever is later, Triex LLC will repair or replace such nonconforming Equipment or re-perform the nonconforming Services.  The original Warranty Remedy Period shall not otherwise be extended. 

(c) Exceptions. Triex LLC shall not be responsible for providing working access to the nonconforming Equipment, including disassembly and  re-assembly of non-Triex LLC supplied equipment, or for providing transportation to or from any repair facility, all of which shall be at your  risk and expense. Triex LLC shall have no obligation hereunder with respect to any Equipment which: (i) has been improperly repaired or altered; (ii) has been subjected to misuse, negligence or accident; (iii) has been used in a manner contrary to Triex LLC's instructions; (iv)  is comprised of materials provided by or a design specified by you; or (v) has failed as a result of ordinary wear and tear. Equipment  supplied by Triex LLC but manufactured by other third parties is warranted only to the extent of the third party manufacturer’s warranty, and  only the remedies, if any, provided by the third party manufacturer will be allowed.  

(d) Software Warranty and Remedies. Triex LLC warrants that, except as specified below, the Software will, when properly installed,  execute in accordance with Triex LLC's published specification. If a nonconformity to the foregoing warranty is discovered during the  period ending one (1) year after the date of shipment and written notice of such nonconformity is provided to Triex LLC promptly after such  discovery and within that period, including a description of the nonconformity and complete information about the manner of its  discovery, Triex LLC shall correct the nonconformity by, at its option, either (i) modifying or making available to the you instructions for  modifying the Software; or (ii) making available at Triex LLC's facility necessary corrected or replacement programs. Triex LLC shall have no  obligation with respect to any nonconformities resulting from (i) unauthorized modification of the Software or (ii) your-supplied  software or interfacing. Triex LLC does not warrant that the functions contained in the software will operate in combinations which may be  selected for use by you, or that the software products are free from errors in the nature of what is commonly categorized by the computer industry as "bugs". 

(e) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND  PERFORMANCE, WHETHER WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY  DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE PURCHASER’S EXCLUSIVE REMEDIES AND Triex LLC’S ENTIRE  LIABILITY FOR ANY BREACH OF WARRANTY. 

1. Patent Indemnity. 

(a) Triex LLC shall have no obligation and/or liability hereunder, in that this Patent Indemnity provision shall not apply to: (i) any other  equipment or processes, including Equipment or Processes which have been modified or combined with other equipment or process not supplied by Triex LLC; (ii) any Equipment or Process supplied according to a design you require or provide that is other than an Triex LLC  provided design; (iii) any products manufactured by the Equipment or Process; (iv) any patent issued after the date hereof; or (v) any  action settled or otherwise terminated without the prior written consent of Triex LLC. 

(b) To the extent that said Equipment or any part thereof is modified by you or your customers, employees, agents or representatives, or combined by you or your customers, employees, agents or representatives with equipment or processes not furnished hereunder  (except to the extent that Triex LLC is a contributory infringer) or said Equipment or any part thereof is used by you or your customers, employees, agents and representatives to perform a process not furnished hereunder by Triex LLC or to produce an article, and by reason  of said modification, combination, performance or production, an action or claim is brought against Triex LLC, you shall defend, indemnify  and hold harmless Triex LLC and its employees, agents and representatives, from and against any claims or actions resulting therefrom,  including without limitation, costs, damages, awards, and reasonable attorneys’ fees. 

1. Limitation of Liability. 

(a) In no event shall Triex LLC, its employees, agents, representatives, suppliers or subcontractors be liable for special, indirect, incidental  or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss  of profits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities  or services, downtime costs, delays, and claims of you, your customers or other third parties for any damages. To the extent not  prohibited by applicable law, you agree that Triex LLC's liability for any claim whether in contract, warranty, tort, negligence, strict liability, or  otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof,  or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection,  operation or use of any Equipment covered by or furnished under this Agreement, or from any Services rendered in connection  therewith, shall in no case (except as provided in the section above entitled "Patent Indemnity") exceed the purchase price allocable  to the Equipment or part thereof or Services which gives rise to the claim. 

(b)All causes of action against Triex LLC arising out of or relating to this Agreement or the performance or breach hereof shall expire unless  brought within one (1) year of the time of accrual thereof. 

(c) In no event, regardless of cause, shall Triex LLC be liable for penalties or penalty clauses of any description or for indemnification of you  or others for costs, damages, or expenses arising out of or related to the Equipment and/Services. 

1. Laws and Regulations. Triex LLC does not assume any responsibility for compliance with federal, state or local laws and regulations, except as expressly set forth herein, and compliance with any laws and regulations relating to the operation or use of the Equipment or Software is your sole responsibility. All laws and regulations referenced herein shall be those in effect as of the Proposal date. In the event of any subsequent revisions or changes thereto, Triex LLC assumes no responsibility for compliance therewith. If you desire a modification as a result of any such change or revision, it shall be treated as a change per paragraph 4 herein. Nothing contained herein shall be construed as imposing responsibility or liability upon Triex LLC for obtaining any permits, licenses  or approvals from any governmental agency required in connection with the supply, erection or operation of the Equipment. This Agreement shall be governed by the laws of the State of  Vermont. You agree that all causes of action under this Agreement shall be brought in the State Superior Court of the State of Vermont in the county in which Triex LLC is located, which shall have exclusive jurisdiction. 

1. Severability. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity or unenforceability  shall not affect any other provision or portion hereof and these terms shall be construed as if such invalid or unenforceable provision  or portion thereof had never existed. 

1. OSHA. Triex LLC warrants that the Equipment will comply with the relevant standards of the Occupational Safety and Health Act of 1970  ("OSHA") and the regulations promulgated thereunder as of the date of the Proposal. Upon prompt written notice from you of a breach  of this warranty, Triex LLC will replace the affected part or modify it so that it conforms to such standard or regulation. Triex LLC's obligation shall  be limited to such replacement or modification. In no event shall Triex LLC be responsible for liability arising out of the violation of any OSHA  standards relating to or caused by your design, location, operation, or maintenance of the Equipment, its use in association with your  other equipment, or the alteration of the Equipment by any party other than Triex LLC. 

1. Software License. 

(a) Triex LLC has the right to sublicense all of the Software, if any, to be delivered to you under this Agreement. As part of the sale made  hereunder you hereby obtain a limited license to use the Software, subject to the following: (i) The Software may be used only in  conjunction with the Equipment expressly specified by Triex LLC; (ii) The Software shall be kept strictly confidential; (iii) The Software shall  not be copied, reverse engineered, or modified; (iv) Your right to use the Software shall terminate immediately when the specified  equipment is no longer used by you or when otherwise terminated, e.g. for breach, hereunder; and (v) the rights to use the Software  are non-exclusive and non-transferable, except with Triex LLC's prior written consent. 

(b) Nothing in this Agreement shall be deemed to convey to you any title to or ownership in the Software or the intellectual property  contained therein in whole or in part, nor to designate the Software a "work made for hire" under the Copyright Act, nor to confer upon  any person who is not a named party to this Agreement any right or remedy under or by reason of this Agreement. In the event of  termination of this License, you shall immediately cease using the Software and, without retaining any copies, notes or excerpts  thereof, return to Triex LLC the Software and all copies thereof and shall remove all machine readable Software from all of your storage  media. 

1. Inventions and Information. Unless otherwise agreed in writing by Triex LLC all right, title and interest in any inventions, developments,  improvements or modifications of or for the Equipment and Services shall remain with Triex LLC. Any design, manufacturing drawings or  other information submitted to you remains the exclusive property of Triex LLC. You shall not, without Triex LLC's prior written consent, copy or  disclose such information to any third party. Such information shall be used solely for the operation or maintenance of the Equipment  and not for any other purpose, including the duplication thereof in whole or in part. 

1. Force Majeure. Triex LLC shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform  when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, pandemics, fire, strike, labor difficulties, acts or omissions  of any governmental authority or of or by you, compliance with government regulations, insurrection or riot, embargo, delays or  shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from  defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event  of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume  production, and the price will be adjusted and paid for by you to compensate Triex LLC for such delay. 

1. Cancellation. Any order may be canceled by you but only upon prior written notice and payment of all termination charges, including  but not limited to, all costs identified to the order incurred prior to the effective date of notice of termination and all expenses incurred  by Triex LLC attributable to the termination, plus a fixed sum of fifteen percent (15%) of the final total price to compensate for disruption in  scheduling, planned production and other indirect costs. 

1. Survival. Enforcement by Triex LLC against you for any breach of your obligations and terms and conditions including for collection of  payment under this Agreement shall survive any such termination of this Agreement. 

1. Export Control. 

(a)You represent and warrant that the Equipment and Services provided here under and the "direct product" thereof are intended for  civil use only and will not be used, directly or indirectly, for the production of chemical or biological weapons or of precursor chemicals  for such weapons, or for any direct or indirect nuclear end use. You agrees not to disclose, use, export or re- export, directly or  indirectly, any information provided by Triex LLC or the "direct product" thereof as defined in the Export Control Regulations of the United  States Department of Commerce, except in compliance with such Regulations. 

(b) If applicable, Triex LLC shall file for a U.S. export license, but only after appropriate documentation for the license application has been  provided by you. You shall furnish such documentation within a reasonable time after order acceptance. Any delay in obtaining such license shall suspend performance of this Agreement by Triex LLC. If an export license is not granted or, if once granted, is  thereafter revoked or modified by the appropriate authorities, this Agreement may be canceled by Triex LLC without liability for damages  of any kind resulting from such cancellation. At Triex LLC's request, you shall provide to Triex LLC a Letter of Assurance and End-User  Statement in a form reasonably satisfactory to Triex LLC. 

1. Assignment. Any assignment of this Agreement or of any rights or obligations under the Agreement without prior written consent of Triex LLC  shall be void. 

1. Nuclear Insurance – Indemnity. For applications in nuclear projects, you and/or your end user customer shall have complete insurance protection against liability, personal injury, and property damage resulting from any nuclear incident and shall fully defend,  indemnify, and hold harmless Triex LLC, and its employees, agents, representatives, subcontractors, suppliers and vendors against all  claims and actions resulting from a nuclear incident including without limitation, costs, damages, and reasonable attorneys’ fees. 

1. Resale. If you resell any of the Equipment, the sale terms shall limit Triex LLC's liability to the buyer to the same extent that Triex LLC's liability to you is limited hereunder. 

1. Entire Agreement. This Agreement constitutes the entire agreement between Triex LLC and you. There are no agreements, understandings, restrictions, warranties or representations between Triex LLC and you other than those set forth herein or herein provided. 

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