Terms & Conditions
Purchase Order Terms and Conditions:
By placing an order with Trigger Digital, you agree to and accept the below terms and conditions.
1. Acceptance of Order.
1.1 Written acknowledgement or commencement of performance by Seller of this Order, whichever occurs first, shall constitute acceptance of this Order and all Buyer terms and conditions specified herein (“Terms”) and on the face hereof, including any specifications, drawings or other documents as are incorporated by reference.
1.2 In the event of conflict between the Terms and any other written agreement between the parties that specifically covers the same goods or services (“Separate Agreement”), the terms and conditions of the Separate Agreement shall prevail to the extent of such conflict. In the event of any conflict between the Terms and the terms on the face hereof, the terms on the face hereof will prevail. Notwithstanding the above, this Order and its Terms shall prevail over any differing or additional terms and conditions proposed by Seller and not contained in the Separate Agreement, including, without limitation, those contained in Seller’s Order acknowledgement or invoice.
1.3 If this Order has been issued by Buyer in response to an offer from Seller and if any of the terms herein are additional to or different from any terms of such offer, then the Issuance of this Order by Buyer shall constitute an acceptance of such offer subject to the express conditions that seller agrees to such additional and different Terms contained herein, and Seller shall be deemed to have so agreed unless Seller notifies Buyer to the contrary in writing within ten (10) days of receipt of this Order.
1.6 Seller may, at its sole discretion, use electronic information exchange as a substitution for conventional paper based order. For the avoidance of doubt, these Terms of Buyer shall continue to apply to the Order(s) that are placed via electronic information exchange.
You are responsible for payments of this purchase order. No third party may be relied upon for payment. All invoices must be paid within thirty (30) days, regardless of hardship of the parties. Invoices not paid within thirty (30) days shall incur interest in the amount of eight percent (8%) per year plus any additional carrying costs incurred by us..
None of the terms and conditions contained in this Purchase Order may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of seller and delivered by seller to buyer, and each order received by buyer from seller shall be deemed to be only upon the terms and conditions contained in this Purchase Order except as they may be added to, modified, superseded or otherwise altered, notwithstanding any terms and conditions that may be contained in any acknowledgment, invoice or other form of seller and notwithstanding buyer's act of accepting or paying for any shipment or similar act of buyer.
4. Venue and Choice of Law
The laws of the state of Florida shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in the State of Florida, Palm Beach County.
5. Independent parties
Seller and Buyer are independent, neither is the agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other.
The terms of this agreement apply to all ventures, work and orders between the parties unless otherwise agreed to in writing executed by all parties.
7. Limitation on liability.
In no event shall seller be liability for anticipated or lost profits or for special, punitive, indirect, incidental, or consequential damages. Seller total liability on any claim of any kind for any loss or damage arising out of or in connection with this order shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim.
8. Attorney’s fees.
If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, sales and use taxes, court costs and all expenses even if not taxable as court costs.