Trim-Tex, Inc.
Terms and Conditions of Sale
PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS OF SALE. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
INTRODUCTION
These Terms and Conditions of Sale, together with the terms and conditions contained elsewhere on this website (collectively, the “Terms and Conditions of Sale”), are the only terms that govern your purchase of products and/or services from Trim-Tex, Inc. and/or Trim-Tex Exterior Solutions LLC (collectively, “Trim-Tex,” “us,” “we,” or “our,” as appropriate). By placing your order, you accept and are bound to these Terms and Conditions of Sale. These Terms and Conditions of Sale apply unless you have a separate written purchase agreement with us, in which case the separate written agreement will govern to the extent it is inconsistent with these Terms and Conditions of Sale. Products purchased under these Terms and Conditions of Sale may be manufactured and supplied by either of Trim-Tex, Inc. and/or Trim-Tex Exterior Solutions LLC; however, notwithstanding anything in these Terms and Conditions of Sale to the contrary, in no event shall either entity have any responsibility or liability whatsoever for the other entity or for any products manufactured or supplied by such other entity.
The Terms and Conditions of Sale include both the general terms and conditions (the “General Terms and Conditions”) and, with respect to any custom, made-to-order, or customer-specified products (“Custom Products”), the custom product terms and conditions (the “Custom Product Terms and Conditions”). The Custom Product Terms and Conditions modify and supplement the General Terms and Conditions and govern in the event of any conflict with respect to Custom Products.
These Terms and Conditions of Sale also include both (a) the general product warranty applicable to all Trim-Tex products (the “General Warranty”) and (b) a separate, express limited warranty applicable solely to certain products designated as “Fire, Smoke, and Acoustic Products” on the applicable order (the “Fire, Smoke, and Acoustic Product Warranty”). In the event of a conflict between the General Warranty and the Fire, Smoke, and Acoustic Product Warranty, the latter will govern with respect to Fire, Smoke, and Acoustic Products only.
Your placement of an order is deemed to be an offer to purchase, which we may accept or reject in our sole discretion. No order shall be binding on us unless accepted by us by issuance of a written acknowledgment (“Order Acknowledgment”) or shipment of the products ordered.
These Terms and Conditions of Sale prevail over any of your general terms and conditions of purchase regardless of whether or when you have submitted the applicable purchase order or such terms. Fulfillment of your order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend these Terms and Conditions of Sale. These Terms and Conditions of Sale are subject to change without prior notice, except that the Terms and Conditions of Sale posted on this Website at the time you place an order will govern the order in question, unless otherwise agreed in writing by us.
PAYMENT TERMS, TAXES AND PRICING
Payment terms and methods are within our sole discretion and, unless otherwise agreed to in writing by us, all payments must be made at the time of purchase. All payments must be made by ACH, wire transfer or check. All prices are subject to the addition of any applicable federal, state and/or local taxes, tariffs, duties and shipping and handling charges, which will be shown on and added to your invoice. Product prices, product availability and shipping charges and methods are subject to change in our sole discretion without notice, including, without limitation, in the event of any foreign exchange fluctuation, currency regulation, or other market fluctuation; imposition or alteration of taxes, duties, tariffs, other governmental charges, or any other fees in the nature of a tax; significant increase in the costs of labor, materials, or other costs of manufacture; any change in delivery dates, or any delay caused by you, your instructions or your failure to give us adequate information or instructions. Quantities are subject to availability. In the event of a shortage, we may allocate sales and deliveries in our sole discretion. Your order is subject to cancellation by us, at our sole discretion. We are not responsible for pricing, typographical or other errors on the invoices and we reserve the right to cancel any orders resulting from such errors. If any invoice is not fully paid within 30 days from the date of delivery and we retain an attorney to enforce collection, you agree to pay all expenses and costs of litigation, including court costs and reasonable attorneys’ fees, as determined by the court in which any such attorney is required to appear.
PACKAGING, SHIPPING, HANDLING AND DELIVERY
Products will be packaged in accordance with our standard packaging specifications applicable at the time of shipment, unless otherwise provided in the Order Acknowledgment. Upon your request, we may agree to provide special packaging, marking or forms, in each case, subject to additional charges and our prior written consent.
We endeavor to deliver ordered products as soon as possible after you place your order. However, all shipping and delivery dates are estimates only and we will have no liability to you for delays associated with shipping and delivery. Moreover, we may, in our sole discretion, without liability or penalty, make partial shipments of the merchandise to you. Each shipment will constitute a separate sale, and you shall pay for the units shipped whether such shipment is in whole or partial fulfillment of your purchase order. Shipping and handling charges are additional unless otherwise expressly indicated at the time of sale. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility, and in the event of product damage or loss during transit, it is your responsibility to file a claim with the carrier. For carriers selected by us, we will use our discretion in selecting a reputable carrier and appropriate means of shipment, and all claims for damages, errors, or shortage in the merchandise delivered shall be sent to us in writing within 48 hours from the delivery of the merchandise. A failure to send such claim within said period will constitute an acceptance of the merchandise as complying with any and all terms and conditions covering the sale of same.
TITLE AND RISK OF LOSS
Title and risk of loss pass to you upon delivery of the merchandise to the address specified in your order or to any other address you designate in writing. As collateral security for the payment of the purchase price of the merchandise, you hereby grant to us a lien on and security interest in and to all of the right, title, and interest of you in, to, and under the merchandise, 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 is deemed to constitute a purchase money security interest under the Illinois Uniform Commercial Code.
RETURNS
If for any reason you are not completely satisfied with a product purchased, you may return the product to us and we will refund the purchase price of the product, less a 25 percent restocking fee and shipping and handling charges, in accordance with the following return policy. New, unused and undamaged products may be returned to us within 10 days of your receipt of the product, along with the corresponding packing slip, subject to the following limitations:
All returns must be in original packaging, unused and in sellable condition.
Shipping and handling fees are non-refundable.
We cannot accept returns on the following items: sale or clearance items, custom made, made-to-order or personalized items, or special order items.
All returns require a return merchandise authorization number (RMA) for processing. An RMA number must be obtained by contacting our customer service representatives at custserv@trim-tex.com, and must be prominently written on the outside of the returned product's shipping container. Please send your return to us in an insured, postage-paid package via recognized carrier using a delivery tracking and confirmation services, and please retain your receipt. We are not responsible for product returns that are damaged or lost in transit. Failure to return a product within the applicable return period will be deemed to be an acceptance of the product. If you return a product to us without an RMA number from us, we retain the right to refuse delivery of such return. Refunds will be issued in the same form as the original payment. Please allow up to thirty days after our receipt of the returned product for us to credit your account.
WARRANTIES
THE REMEDIES SET FORTH IN THIS SECTION ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION.
We make no other warranties except as provided in these Terms and Conditions of Sale. No officers, agents or employees have the authority to make any other warranty either orally or in writing.
A. General Warranty.
Subject to the general disclaimers set forth below, we warrant for a period of six months from the date of shipment that the products manufactured by us are free from manufacturing defects when installed in accordance with the guidelines and instructions, where indicated, and in accordance to the customary and ordinary standards of the industry. If within 30 days after you discover what is believed to be a defect, you notify Trim-Tex in writing, provide the original invoice, and ship the product to Trim-Tex at 3700 W. Pratt Avenue Lincolnwood, IL 60712 with a Return Authorization Number obtained from Trim-Tex and clearly marked on the outside of the return container, Trim-Tex, at its option and in its sole discretion, will within 90 days of receipt, replace the product found by Trim-Tex to be defective, or refund the purchase price. Your failure to give such written notice, documentation and ship the product within 30 days shall be deemed an absolute and unconditional waiver of any and all claims of installer arising out of such defect.
B. Fire, Smoke, and Acoustic Product Warranty.
This warranty applies only to products identified on the order as Fire, Smoke, and Acoustic Products. Subject to the general disclaimers set forth below, Trim-Tex warrants its Fire, Smoke, and Acoustic Products to be free from defects in materials and workmanship under normal use and service for a period of 25 years from the date on which a permit, certificate of occupancy, or similar document is issued for the building in which such product(s) are installed. If within 30 days after the installer discovers what is believed to be a defect, the installer notifies Trim-Tex in writing, provides the original invoice, and ships the product to Trim-Tex at 3700 W. Pratt Avenue Lincolnwood, IL 60712 with a Return Authorization Number obtained from Trim-Tex and clearly marked on the outside of the return container, Trim-Tex, at its option and in its sole discretion, will within 90 days of receipt, replace the product found by Trim-Tex to be defective, or refund the purchase price. Failure of installer to give such written notice, documentation and ship the product within 30 days shall be deemed an absolute and unconditional waiver of any and all claims of installer arising out of such defect.
C. General Disclaimers.
The limited express warranties set forth in this Section do not extend to any product or part that is not installed in accordance with Trim-Tex published instructions, listed system(s), all applicable state, and local regulations and building codes, and all applicable national standards. The limited express warranties do not extend to any product that has been damaged by or subject to: (a) normal wear and tear; (b) improper installation, alteration, modification, repair, tampering, negligence, abuse, accident, misuse, or failure to maintain; or (c) improper storage. The limited express warranties do not cover any cosmetic issues, such as scratches, dents marring, fading of colors or discoloration.
EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SET FORTH ABOVE, AND SUBJECT TO THE LIMITATION OF LIABILITY BELOW, TRIM-TEX MAKES NO OTHER REPRESENTATIONS OR WARRANTY WITH RESPECT TO ANY PRODUCTS MANUFACTURED BY US, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON TRIM-TEX’S SKILL OR JUDGMENT TO SELECT OR FURNISH PRODUCTS SUITABLE FOR ANY PARTICULAR PURPOSE OR UPON ANY AFFIRMATIONS OF FACT OR PROMISES OF TRIM-TEX WHICH EXTEND BEYOND SPECIFICATIONS PUBLISHED BY TRIM-TEX OR OTHERWISE MUTUALLY AGREED UPON IN WRITING BETWEEN TRIM-TEX AND YOU. BEFORE USING OR PERMITTING THE USE OF THE PRODUCTS, YOU SHALL DETERMINE THE SUITABILITY OF THE PRODUCTS FOR THE INTENDED USE AND UNDER YOUR OPERATING CONDITIONS, AND YOU SHALL ASSUME ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TRIM-TEX BE LIABLE OR RESPONSIBLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO THE SALE, USE OR INABILITY TO USE THE PRODUCTS.
Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the products manufactured by us. Third Party Products are not covered by the limited express warranties in this Section. For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT.
INTELLECTUAL PROPERTY
All intellectual property rights in or relating to the products, including, but not limited to, all technical data, processes, designs, drawings, engineering data, U.S. and foreign patents and patent rights, trademarks and service marks, works of authorship, copyrightable and uncopyrightable works, trade secrets, proprietary rights in information (including in data, inventions, discoveries, know-how, formulae, processes, technical information, and business information), license rights under the intellectual property rights of third parties and all other intellectual property rights (collectively, “Intellectual Property Rights”), are owned by or licensed to us. The sale of any products to you in no way conveys to you, either expressly or by implication, any ownership or license whatsoever to any Intellectual Property Rights. You agree that you will not, and will not permit any third party to, reverse engineer, disassemble, or otherwise attempt to ascertain any compositions, formulae, algorithms, or other trade secrets underlying any of the products. We expressly reserve our ownership rights in and to the products and all Intellectual Property Rights therein. Any unauthorized use of our Intellectual Property Rights is expressly prohibited.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF THE PRODUCTS. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS, WE ARE NOT RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT ACTUALLY PAID FOR THE PRODUCTS GIVING RISE TO THE LIABILITY. IN ADDITION, WE WILL HAVE NO LIABILITY OF ANY NATURE HEREUNDER FOR ANY DEFECTS, DELAYS, OR FAILURE TO DELIVER CAUSED BY ANY SUPPLIER DESIGNATED BY YOU FOR SUPPLY OF ANY COMPONENTS OR RAW MATERIALS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF WARRANTIES OR LIABILITIES SO SOME OF THESE LIMITATIONS AND EXCLUSIONS MIGHT NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.
INDEMNITY
You shall defend, indemnify and hold harmless, us and our successors, assigns, affiliates, agents and contractors, and the officers, managers, directors and employees of each of the foregoing (collectively, the “Trim-Tex Indemnitees”), from and against any damage, loss, claim, judgment or other liability or expense (including but not limited to reasonable attorneys’ fees) that in any way arises out of any act or omission in connection with your installation or use of the products, including, but not limited to (a) your negligence or willful misconduct, or (b) the alteration or modification of the products or the use or combination of the products with other products, devices, or services by you or your affiliates, directors, employees, agents or representatives. We reserve the right, without being required to do so, and without waiver of any indemnity hereunder, to defend any claim, action or lawsuit coming within the scope of this indemnity provision. If we take legal action against you for non-payment, or any other breach of these Terms and Conditions of Sale, and a court makes an award in our favor, we are entitled to recover from you our reasonable attorneys’ fees and costs incurred in the action.
CUSTOM PRODUCT TERMS AND CONDITIONS
The terms and conditions set forth in this Section apply specifically to orders for Custom Products. These terms modify and supplement the General Terms and Conditions of Sale and will govern in the event of any direct conflict. By placing an order for Custom Products, you agree to be bound by these additional terms.
Non-Cancellation of Custom Orders. Once we accept your purchase order for any Custom Products, that order is non-cancellable. You may not terminate or revoke your order for Custom Products without our prior written consent. If we agree to a cancellation, you will be liable for any costs and losses we incur as a result.
No Returns on Custom Products. Sales of Custom Products are final. Custom Products are not eligible for return, exchange, or refund unless required under an express warranty remedy or applicable law. We will not accept returns based on a change of mind or if the product is no longer needed.
Changes and Change Orders. After we accept your order for Custom Products, any modification you request (including changes to product design, specifications, quantities, or delivery schedules) is subject to our prior written approval. We may condition approval on additional charges, extended lead times, or other adjustments.
Ownership of Custom Designs. All designs, drawings, specifications, or other materials you provide for Custom Products (“Custom Designs”) remain your exclusive property. You hereby grant us a non-exclusive, royalty-free license to use Custom Designs solely for the purpose of manufacturing your Custom Products. We will not use or disclose Custom Designs for any other purpose without your consent, except to subcontractors as necessary.
Your Indemnification for Specifications and Intellectual Property. You agree to defend, indemnify, and hold the Trim-Tex Indemnitees harmless from any claims, losses, damages, or expenses (including attorneys’ fees) arising from: (a) our use of your designs, specifications, or instructions; and (b) any claim that such designs or specifications infringe or misappropriate third-party intellectual property rights.
Inspection and Acceptance. You must inspect all Custom Products upon delivery. If you believe a Custom Product does not conform to your specifications, you must notify us in writing within three business days of delivery. Otherwise, the Custom Product will be deemed accepted.
Notices and Timeliness. Any notices or requests related to Custom Products (including requests for changes or claims of non-conformity) must be submitted in writing within the required timeframes. Failure to do so constitutes a waiver of the right to object or claim remedy.
Compliance with Laws. You are responsible for ensuring that your designs and specifications comply with all applicable laws and regulations. We do not warrant that Custom Products will meet any particular legal or regulatory standard unless we have explicitly agreed to do so in writing.
Special Tooling and Materials. Unless otherwise agreed in writing, any tooling, molds, or equipment we develop to manufacture Custom Products are and will remain our property. Charges for such items do not confer any ownership interest to you.
Warranty for Custom Products. We warrant that Custom Products will materially conform to your specifications at the time of delivery. We do not warrant the suitability, performance, or regulatory compliance of your designs. Custom Products are otherwise provided “as is,” and all other warranties are disclaimed to the fullest extent permitted by law.
Limitation of Liability. In no event will we be liable to you for any indirect, incidental, special, or consequential damages. Our liability for any claim related to Custom Products will not exceed the amount you paid for the affected products.
COMPLIANCE WITH LAWS
You agree that you will: (a) comply with all applicable laws, rules and regulations, including, without limitation, those regarding anti-corruption, anti-bribery, human rights, and environmental health and safety; (b) maintain in effect all licenses, permissions, authorizations, certificates, consents, approvals, and permits necessary to carry out your responsibilities and obligations under these Terms and Conditions of Sale; and (c) handle, store, use, and transfer the products you purchase from us in compliance with the foregoing and any safety information provided by us. You further agree to complete any documents and provide such information as we may reasonably request to ascertain your compliance with the foregoing. The products you purchase from us, including any documentation and technical data related thereto, may be subject to certain: (i) U.S. or other applicable export laws, rules and regulations, including, without limitation, the U.S. International Traffic in Arms Regulations, Export Administration Regulations, and Foreign Assets Control Regulations (“Export Laws”); and (ii) anti-money laundering laws, rules, and regulations, including, without limitation, the U.S. Patriot Act (“AML Laws”). You agree to comply with all applicable Export Laws and AML Laws. You agree not to export, re-export, or release any products purchased from us that are subject to Export Laws, directly or indirectly, to any jurisdiction to which or person to whom, such export, re-export, or release is prohibited by any applicable Export Laws. It is your responsibility to obtain any license or other approvals and you will complete any documents requested by us prior to exporting, re-exporting, or releasing any products purchased from us that are subject to Export Laws. We will have no obligation to make any shipment to you until we have received all such information and have obtained the applicable licenses, permits, approvals or documentation for shipment, if any. You agree to indemnify, defend and hold the Trim-Tex Indemnitees harmless from and against any breach of this Section by you or by any of your equity holders, directors, officers, employees, affiliates, successors, permitted assigns, customers, agents, distributors, resellers, or vendors.
FORCE MAJEURE
While it is our goal is to meet all of our obligations to you, we may be unable or delayed by reason of matters or occurrences beyond our control, such as, but not limited to, acts of God, acts by you, or of civil commotion, delays in transportation, material shortages, strikes or other labor disturbances, fire, flood, accident, riot, war, government intervention, epidemics, pandemics, embargoes, or equipment failures. We are not liable for any such failure or delay as a result of any such matter or occurrence wholly or partially beyond our control.
WAIVER
Our failure to insist upon strict performance of any provisions hereof will not be deemed a waiver of our rights and remedies.
ASSIGNMENT
Your rights, interests, or obligations hereunder may not be assigned, transferred, or delegated without our prior written consent. We may assign our rights, interests, or obligations hereunder to any of our affiliates or to any successor to all or substantially all of our business or portion of our business that concerns these Terms and Conditions of Sale (whether by sale of assets or equity, merger, consolidation, or otherwise). Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation will relieve you of any of your obligations under these Terms and Conditions of Sale.
RELATIONSHIP OF THE PARTIES
The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions of Sale are to be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has any authority to contract for or bind the other party in any manner whatsoever.
NO THIRD-PARTY BENEFICIARIES
Except for the Trim-Tex Indemnitees, these Terms and Conditions of Sale benefit solely the parties to this Agreement. Except for the Trim-Tex Indemnitees, nothing in these Terms and Conditions of Sale, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions of Sale.
SEVERANCE
Each provision of these Terms and Conditions of Sale are to be construed separately and independently of each other and the invalidity of any one part will not affect the validity of any other part. If any provision of these Terms and Conditions of Sale is deemed by a court to be invalid, illegal, or unenforceable, the remainder of these Terms and Conditions of Sale will stay in effect, and the unenforceable provision will be replaced by such enforceable provision as comes closest to the intention of the parties underlying the unenforceable provision.
APPLICABLE LAW
These Terms and Conditions of Sale and all purchases hereunder are governed by and construed under the law of the State of Illinois, without regard to conflicts of laws rules. You agree that the sole and exclusive jurisdiction and venue for any dispute arising out of these Terms and Conditions of Sale lie exclusively in the state and federal courts located in Cook County, Illinois, and you hereby waive any objection to jurisdiction or venue in respect of said courts and to any service of process issued under their authority. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of Sale more than one year after the cause of action has arisen.
HEADINGS
The section headings used in these Terms and Conditions of Sale are for convenience of reference only and do not form a part of these Terms and Conditions of Sale, and no construction or inference is to be derived therefrom.
QUESTIONS AND COMMENTS
We welcome your questions or comments about these Terms and Conditions of Sale. Please contact us at custerserv@trim-tex.com or write to us at Trim-Tex, Inc., 3700 W. Pratt Avenue, Lincolnwood, IL 60712.
Last Updated: 7/14/2025