Terms and Conditions of Sale
Effective: May 3, 2022
Trilliant Food & Nutrition, LLC (“Trilliant“, “we“, “our“, or “us“) provides an online store (the “Store”) on this website in order to enable you to purchase products offered through the Store (“Products“). By purchasing a Product from the Store, you agree to be bound by these Terms and Conditions of Sale (“Terms of Sale“) along with any related terms that we may provide in connection with such purchase. In the case of inconsistencies between these Terms of Sale and information included in any other materials related to the Products (e.g. promotional materials), these Terms of Sale will always govern and take precedence.
THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER FOR PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS OF SALE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS OF SALE. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS HEREIN, YOU MAY NOT PROCEED WITH THE PURCHASE OF PRODUCTS.
1. AVAILABILITY AND CANCELLATIONS. All Products offered on the Store are subject to availability, and we reserve the right to impose limits on any order, to reject all or part of an order and to discontinue offering certain Products without prior notice. Trilliant reserves the right to cancel or refuse any order for any reason at any time prior to shipment, including after an order has been submitted, whether or not the order has been confirmed. Once placed, all orders are non-cancellable and non- modifiable, except in Trilliant’s sole discretion. If we agree to any cancellation or modification, we reserve the right to charge a cancellation, restocking, change, or similar fee in our sole discretion.
2. PRICING AND PAYMENT. Prices for the Products are subject to change at any time, but changes will not affect any order for Products you have already placed. By providing a credit card or other payment method accepted by Trilliant, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes, shipping and other charges).You will provide Trilliant with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. If such information is false or fraudulent, Trilliant reserves the right to terminate your order and to seek any other legal remedies that may be available. Trilliant is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Trilliant. All fees will be paid in U.S. dollars. Trilliant’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Trilliant’s income. Late payment shall be assessed interest in the amount of the lower of 2% per month or the highest rate permitted by law, and you shall be responsible for Trilliant’s costs of collection.
3. SUBSCRIPTIONS. We may offer you the ability to save on the purchase price of the Products by subscribing to automatic shipments. You may skip or cancel your subscriptions via your subscription account, so long as your order has not yet processed. Your subscription will automatically ship your recurring order according to your chosen delivery schedule, until you cancel or modify. In advance of each subscription delivery, we will send you a reminder email for your upcoming delivery. The price of the item may decrease or increase from delivery to delivery, depending on the taxes and the price of the item at the time we process your order – we will notify you of any increases to the price. Note that we will charge your card on file automatically prior to order shipment. You warrant that you have the right to provide us with the payment card information you’ve provided, and you will keep such information up to date. We reserve the right to change the subscription benefits, including the discount amounts and eligibility used to determine discount amounts, at any time in its sole discretion. All changes will apply to future orders, including for current subscriptions. We may, in our sole discretion, terminate your subscriptions at any time without notice. If we do so, you will only be charged for orders that have been shipped to you. Your participation in subscription program is personal to you, and you may not assign or transfer your subscription or any of the benefits to any third party without our authorization.
4. SHIPPING AND DELIVERY. We are only able to ship to the contiguous United States (e.g., excluding Alaska, Hawaii, Puerto Rico, Guam, US Virgin Islands, and other US territories). Your order must be paid for in full before it will be released for shipping. Prices for the Products do not include shipping cost or taxes both of which will be added to the total amount of your order. If in our determination you order a large amount of Products, we may also add additional freight charges. Our delivery charges and methods are as described on the Store website, as modified from time to time. Please allow 1-3 business days from the time payment is received by Trilliant for your order to depart. The estimated arrival or delivery date is not a guaranteed delivery date for your order.
5. RETURNS. All sales are final, and Trilliant does not accept returns or exchanges. If your Products arrive damaged or broken, please contact Trilliant promptly (within 2 business days of receipt) at supportdesk@victorallen.com
6. NO RESALE. These Terms of Sale apply only to the purchase of Products for your own personal non- commercial use only. You represent and warrant that your purchase of Products is not for resale or wholesale distribution (including without limitation any online resale or distribution). You will indemnify, and hold us harmless, from and against any loss we suffer based on your breach of this requirement.
7. PURCHASE ORDERS. With the prior written consent of Trilliant (which may be revoked at any time) some customers may order Products through purchase order provided by Trilliant (a “PO”). In the event any terms in a PO conflict with these Terms of Sale, the terms in the PO shall control. In no event shall any customer-supplied terms apply, and all terms are hereby rejected.
8. WARRANTIES AND DISCLAIMERS. THE STORE, ALL CONTENT DISPLAYED IN CONNECTION WITH THE STORE AND ALL PRODUCTS PURCHASED THROUGH THE STORE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY STATED HEREIN, TRILLIANT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE STORE OR PRODUCTS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights used by Trilliant in connection with the Products shall remain the exclusive property of Trilliant. You shall not, and shall not permit others to, reproduce, reverse-engineer, de-compile, disassemble, alter, modify, or adapt, any Products. Notwithstanding the foregoing, Trilliant may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
10. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, (A) IN NO EVENT WILL TRILLIANT BE LIABLE FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, EVEN IF TRILLIANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) TRILLIANT’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY PRODUCT OR THESE TERMS OF SALE SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNTS PAID TO TRILLIANT BY YOU FOR THE PRODUCT GIVING RISE TO THE CLAIM, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST TRILLIANT. NO ACTION RELATING TO THE PRODUCTS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SHIPMENT.
11. APPLICABLE LAW AND DISPUTE RESOLUTION. These Terms of Sale shall be governed by the laws of the State of Wisconsin without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. Each of the parties consents and voluntarily submits to personal jurisdiction in the State of Wisconsin and in the state and federal courts in such state located in Outagamie County, Wisconsin and the United States District Court for the Eastern District of Wisconsin in any proceeding arising out of or relating to this Agreement, and agrees that all claims raised in such proceeding shall be heard and determined exclusively in such courts. Each of the parties further consents and agrees that such party may be served with process in the same manner as a notice may be given under this Agreement.
12. MISCELLANEOUS. Trilliant may modify these Terms of Sale at any time. Every time you order Products from Trilliant, the Terms of Sale in force at that time will apply. Trilliant will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, pandemics or any other cause which is beyond Trilliant’s reasonable control. You acknowledge that you have not been induced to purchase any Product from Trilliant by any representation or warranty not expressly set forth herein. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the interpretation of any provision. These Terms of Sale constitute the entire agreement between you and Trilliant with respect to the Products,superseding any prior agreements between you and Trilliant. The failure of Trilliant to exercise or enforce any right or provision of these Terms of Sale shall not constitute a waiver of such right or provision. If any provision of these Terms of Sale is found by a court of competent jurisdiction to be invalid, you and Trilliant nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Sale shall remain in full force and effect.