UPDATED 6/9/2026
(iii) cancellation or change after production is complete: one hundred percent (100%) of the total order value. Seller shall provide Buyer with written documentation of costs incurred upon request. Seller shall invoice Buyer for cancellation charges within thirty (30) days of Buyer's notice of cancellation or change, and Buyer shall pay that invoice upon the terms stated in this Agreement. Notwithstanding the foregoing, such invoice will not restrict any other legal or equitable rights Seller may have. 9. LIMITATION OF LIABILITY In no event shall Seller be liable for any special, indirect, consequential, incidental, or punitive damages, whether arising under contract, warranty, tort, negligence, strict liability or any other theory of liability, including but not limited to loss of profits, loss of use of the Products or Services, or loss of goodwill. Notwithstanding whether any remedy fails of its essential purpose or otherwise, in no event shall Seller's liability for any Products or Services supplied hereunder exceed the purchase price paid by Buyer to Seller for the applicable Products or Services, regardless of whether the claim is based on contract, tort, warranty or any other theory of liability. 10. PATENTS, COPYRIGHTS AND TRADEMARKS No license or other rights under any patents, copyrights or trademarks owned or controlled by Seller or under which Seller is licensed are granted to Buyer or implied by the sale of Products or Services hereunder. Seller's drawings, blueprints, computer codes, technical information, intellectual property and know-how shall be the exclusive property of Seller, and Buyer shall have no right, title or interest therein. Buyer shall maintain in confidence, and shall not disclose to any third party, or use for any purpose other than that for which it was supplied, any information or property of Seller which is designated by Seller as confidential, secret or proprietary information of Seller. Buyer shall not identify as genuine products of Seller, products purchased hereunder which Buyer has treated, modified or altered in any way, nor shall Buyer use Seller's trademarks to identify such products; provided, however, that Buyer may identify such products as utilizing, containing or having been manufactured from genuine products of Seller as treated, modified or altered by Buyer or Buyer's representative. Seller shall be entitled to rely upon any information, specifications, designs, formulas or other information supplied to Seller by Buyer or Buyer's representatives, and Seller shall not be responsible for any damages or loss arising out of the use or incorporation by Seller of the same. Buyer warrants to Seller that neither any design, specification, drawing or pattern provided to Seller by Buyer or Buyer's representatives, nor any use contemplated by Buyer of the Products, infringes any patent, copyright, trade secret or other intellectual property rights. 11. INDEMNIFICATION Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees), regardless of the theory of liability, incurred by or threatened to Seller in connection with any modifications by Buyer to the Products or Services supplied hereunder, the incorporation of the Products into any product, the extension of any warranties beyond those provided herein, or any other acts or omissions of Buyer related to the sale or distribution of the Products or Services provided by Seller. 12. OVER OR UNDER SHIPMENT OF PRODUCTS Unless Seller is otherwise instructed, the allowance for over-shipment and under-shipment shown below will prevail on all orders for Seller manufactured, non-stock or blueprint products.
TRICON TERMS AND CONDITIONS OF SALE | 4
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