Updated January 2020

 1. GENERAL

All sales and services between Truma Corp. (“Truma”) and Buyer are subject to the following terms and conditions:

These terms and conditions of commercial sale and services of Truma (the “Terms and Conditions”) shall apply exclusively to and form an integral part of all quotations and offers made by Truma, and all acceptances, acknowledgments and confirmations by Truma of any orders by Buyer and any agreements (“Agreement(s)”) regarding the sale by Truma and purchase by Buyer of goods and services (“Products”), unless and to the extent Truma explicitly agrees otherwise in writing.

Any terms and conditions set forth on any document or documents issued by Buyer either before or after issuance of any document by Truma setting forth or referring to these Terms and Conditions are hereby explicitly rejected and disregarded by Truma, and any such terms shall be wholly inapplicable to any sale made by Truma to Buyer and shall not be binding in any way on Truma.

Truma’s offers are open for acceptance within the period stated by Truma in the offer or, when no period is stated, within thirty (30) days from the date of the offer, but any offer may be withdrawn or revoked by Truma at any time prior to the receipt by Truma of Buyer’s acceptance thereof.

 2. DELIVERY AND SUPPLY

(a) Products shall be delivered FOB Truma warehouse (Incoterms 2020®) as designated by Truma, unless otherwise agreed in writing. Delivery dates and periods are approximate only, shall not be binding, and are understood to be exclusive of the duration of transport. Truma shall not be liable for, nor shall Truma be in breach of its obligations to Buyer, for any delivery made within a reasonable period of time before or after the communicated delivery date. Truma agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it on the condition that Buyer provides all necessary order and delivery information sufficiently prior to the such delivery date.

(b) Buyer will give Truma written notice of failure to deliver, and provide Truma with thirty (30) days within which to cure. If Truma does not deliver within such thirty (30) day period, Buyer’s sole and exclusive remedy shall be to cancel the affected and undelivered portions of the related Agreement.

(c) Title in the Products shall pass to Buyer FOB Truma warehouse. Until title in the Products has passed to Buyer, Buyer shall not assimilate, transfer or pledge any of the Products, or grant any right or title in the Products to any third party, except in the event such right or title is granted in normal course of business. Buyer shall ensure that the Products remain identifiable as Products obtained from Truma. Buyer shall at all times grant Truma (or its representative) free access to the location where Buyer has stored the Products.

(d) In the event Truma’s supplier for the manufacture of the Products is curtailed for any reason, Truma shall have the right to arrange for the allocation of available Products, in its sole discretion, among its various customers and as a result may sell and deliver to Buyer fewer Products than specified in the Agreement, as the case may be, without being responsible or liable to Buyer for any damage resulting therefrom.

(e) Buyer shall promptly inspect the Products upon receipt, but in any event within ten (10) days and notify Truma in writing of any nonconforming Products.

 3. FORCE MAJEURE

Truma shall not be liable for any failure or delay in performance if:

(i) such failure or delay results from interruptions in the Product manufacturing process by Truma’s manufacturer of the Products; or

(ii) such failure or delay is caused by Force Majeure as defined below and/or by (case) law.

In case of such a failure as set forth above, the performance of the relevant part(s) of the Agreement will be suspended for the

period such failure continues, without Truma being responsible or liable to Buyer for any damage resulting therefrom.

The expression “Force Majeure” shall mean and include any circumstances or occurrences beyond Truma’s reasonable control -whether or not foreseeable at the time of the Agreement -as a result of which Truma cannot reasonably be required to execute its obligations including force majeure and/or default by one of Truma’s suppliers. In the event that the Force Majeure extends for a period of three (3) consecutive months (or in the event that the delay is reasonably expected by Truma to extend for a period of three (3) consecutive months), Truma shall be entitled to cancel all or any part of the Agreement without any liability towards Buyer.

 4. LIMITED WARRANTY AND DISCLAIMER

(a) Truma warrants to Buyer that under normal use in accordance with manufacturer’s applicable user manual the Products, shall, be free from defects in material and workmanship for a period of twelve (12) months from the later of the date of the first retail sale or installations by a Truma authorized dealer as an aftermarket product,(or such other period as may be agreed upon in writing by the parties, or as communicated in writing at sale by Truma) (the “Warranty Period”), be free from defects in material or workmanship and shall substantially conform to manufacturer’s specifications for such Product, or such other specifications as Truma has agreed to in writing, as applicable. Truma’s sole and exclusive obligation, and Buyer’s sole and exclusive right, with respect to claims under this warranty shall be limited, at Truma’s option, to (1) repair or (2) provide a replacement of the defective or non-conforming Product or (3) apply an appropriate credit for the purchase price thereof. Truma will have a reasonable time to repair, replace or credit. Truma is entitled at its option to replace the defective or non-conforming Product(s) with a product that has minor deviations in design and/or specifications not affecting the functionality of the agreed Product(s). The non-conforming or defective Products shall become Truma’s property as soon as they have been replaced or credited.

(b) Buyer may ship Products returned under warranty to Truma’s designated facility only in conformance with Truma’s then-current return material authorization policy. Where a warranty claim is justified, Truma will pay for freight expenses. Buyer shall pay for returned Products that are not found to be defective or non-conforming together with the freight, testing and handling costs associated there with. Otherwise, Buyer may return any of the Products within the time period stated and agreed to as the individual payment terms of an account. The returned Products will only be accepted by Truma if such returned item (i) is in its original packaging, (ii) is a Product of a current product line, (iii) both packaging and Product are undamaged. Any returned and accepted Product will be subject to a twenty percent (20%) re-stocking fee.

(c) Notwithstanding the foregoing, Truma shall have no obligations under warranty and excluded from this warranty are alleged defects or non-conformance, and damages due to or a result of (1) ordinary and/or natural wear and tear (2) paintwork (3) labor costs (4) (de)mounting and/or (de)installation (5) environmental or stress testing (6) misuse, use other than as set forth in manufacturer’s applicable user manual, neglect, improper installation or accident, (7) improper repair, alteration, modification, storage, transportation or improper handling, (8) climate or other similar effects, or (9) commercial use of the vehicle containing Truma’s product.

(d) Subject to the exclusions and limitations set forth in Section 5 of the Terms and Conditions, the foregoing states the entire liability of Truma and its affiliates in connection with defective or non-conforming Products supplied hereunder.

(e) ANY EXPRESS OR IMPLIED WARRANTY NOT PROVIDED HEREIN, INCLUDING WITHOUT IMPLIED LIMITATION, ANY WARRANTIES OF MERCHANT-ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY REMEDY FOR BREACH OF CONTRACT, WHICH BUT FOR THIS PROVISION MIGHT ARISE BY IMPLICATION OF OPERATION OF LAW, ARE HEREBY EXCLUDED AND DISCLAIMED. IF THEY CANNOT BE DISCLAIMED, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY LIMITED TO A TERM OF ONE YEAR. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5. LIMITATION OF LIABILITY

(a) TRUMA SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF REPUTATION, LOSS OF GOODWILL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SALE OF ANY PRODUCTS OR SERVICES BY TRUMA OR THE USE THEREOF WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY – EVEN IF TRUMA HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.

TRUMA’S AGGREGATE AND CUMULATIVE LIABILITY TOWARDS BUYER UNDER ANY AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES STATED IN THE RELATED AGREEMENT.

(b) Any Buyer’s claim for damages must be brought by Buyer within ninety (90) days of the date of the event giving rise to any such claim, and any lawsuit relative to any such claim must be filed within one (1) year of the date of the claim. Any claims that have been brought or filed not in accordance with the preceding sentence are null and void.

(c) The limitations and exclusions set forth above in this Section 7 shall apply only to the extent permitted by applicable mandatory law.

6. PRICING

(a) Prices in any offer, confirmation or Agreement are in U.S. Dollars, based on delivery FOB supplier’s manufacturing facility or other facility designated by Truma unless agreed otherwise in writing between Buyer and Truma and do not include any taxes, duties or similar levies, now or hereafter enacted, applicable to the Products or any other expenses. Truma will add such taxes, duties and similar levies to the sales price where Truma is required or enabled by law to pay or collect them and these will be paid by Buyer together with the purchase price for the Products.

(b) Truma shall be entitled to price increases if, between the conclusion of the Agreement and delivery, there are price increases of Truma’s suppliers or increases in other costs associated with the Products. Every partial delivery against payments shall be deemed to constitute a separate transaction in respect to charging and payment.

7. PAYMENT

(a) Unless agreed otherwise between Truma and Buyer in writing, Truma will invoice Buyer for the price of the Products delivered upon delivery of the Products. Invoices are due for payment as stated on the invoice unless agreed otherwise between Truma and Buyer in writing. All payments shall be made to the designated Truma address. If deliveries are made in installments, each installment will be invoiced separately and shall be paid when due. There are no discounts allowed for early payment unless agreed to in writing by Truma. In addition to any other rights and remedies Truma may have under applicable law, interest will accrue on all late payments at the rate of eighteen percent (18%) per annum or the applicable statutory rate, whichever is higher and to the extent permitted by applicable law, from the due date until payment is received in full.

(b) All deliveries of Products agreed to by Truma shall at all times be subject to credit approval of Truma. If, in Truma’s sole judgment, Buyer’s financial condition at any time does not justify delivery of Products on the above payment terms, Truma may require full or partial payment in advance or other payment terms as a condition to delivery, and Truma may suspend, delay or cancel and credit, delivery or any other performance by Truma.

(c) In the event of any default by Buyer in the payment of any fees or charges due, or any other default by Buyer, Truma shall have the right to refuse performance and/or delivery of any Products until payments are brought current and Truma may suspend, delay or cancel any credit, delivery or any other performance by Truma. Such right shall be in addition to, and not in lieu of, any other rights and remedies available under the Agreement or at law.

8. CONFIDENTIALITY

Buyer acknowledges that all technical, commercial and financial data disclosed to Buyer by Truma and/or its affiliates is the confidential information of Truma and/or its affiliates or supplier. Buyer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by the parties and in conformance with the purchase transaction contemplated herein.

9. EXPORT/IMPORT CONTROLS

Buyer understands that certain transactions of Truma are subject to export control laws and regulations, including but not limited to the UN, EU and the USA export control laws and regulations (“Export Regulations”), which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Truma to import, re-import or transfer Products as well as any technical assistance, training, investments, financial assistance, financing and brokering will be subject in all respects to such Export Regulations and will from time to time govern the license and delivery of Products and technology abroad by persons subject to the jurisdiction of the relevant authorities responsible for such Export Regulations. If the delivery of products, services and/or documentation is subject to the granting of an export or import license by certain governmental authorities or otherwise restricted or prohibited due to export/import control regulations, Truma may suspend its obligations and the Buyer’s rights until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Truma may even terminate the relevant order in all cases without incurring any liability towards the Buyer.

Buyer warrants that it will comply in all respects with the import, re-import and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product supplied to Buyer. Buyer accepts the responsibility to impose all export control restrictions to any third party if the items are transferred or re-exported to third parties. Buyer shall take all actions that may be reasonably necessary to ensure that no customer/purchaser or end-user contravenes such Export Regulations. Buyer shall indemnify Truma against any and all direct, indirect and punitive damages, loss, costs (including attorney’s fees and costs) and other liability arising from claims resulting from Buyer’s or its customers’ breach or non-compliance with this article.

Buyer acknowledges that the obligations contained in this Agreement shall survive the termination of any agreement of other arrangement under which the products or technology was provided to Buyer. In addition, in the event of any conflict in the terms provided in this Agreement with any other document entered into between Buyer and Truma, Buyer understands that the terms of this Agreement shall control and be binding upon Buyer.

10. ASSIGNMENT AND SETOFF

Buyer shall not assign any rights or obligations under the Agreement without the prior written consent of Truma. Buyer shall have no right to withhold or reduce any payments or to offset existing and future claims against any payments due for Products sold under the Agreement or under any other agreement that Buyer may have with Truma or any of its affiliates may have and agrees to pay the amounts hereunder regardless of any claimed offset which may be asserted by Buyer or on its behalf.

11. ANTI BRIBERY

Buyer agrees that it now and in future shall comply with national law on prevention of bribery, as well as any other law transforming from ratification of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (including the US Foreign Corrupt Practices Act). In general, the law makes it illegal to bribe or make a corrupt payment to an Official for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage.

Buyer’s failure to comply with any provision of this section is grounds for immediate termination of any Agreement by Truma (or its respective affiliate(s)), without Truma’s incurring any liability towards Buyer. In the event of such termination, (i) Truma shall be under no obligation to supply any Product to Buyer, (ii) Buyer shall be responsible for and indemnify Truma for any damages, claims, penalties or other losses (including attorneys’ fees) that may be asserted against or incurred by Truma as a result of Buyer’s breach of this section; and (iii) Truma shall be entitled to any other remedies available at law or in equity. The terms and conditions of this section shall survive any expiration or termination of this Agreement.

Truma will only do business with those companies that respect the law and adhere to ethical standards and principles. Should Truma receive any information to the contrary, Truma will inform and Buyer agrees to cooperate and provide whatever information is necessary to allow Truma to decide whether there is any basis to any allegation received and whether the Agreement should continue. Such information includes, but is not limited to, books, records, documents, or other files.

12. GOVERNING LAW

All offers, confirmations and Agreements are governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any offer, confirmation or Agreement. Nothing in this Section 12 shall be construed or interpreted as a limitation on either Truma’s or Buyer’s right under applicable law for injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the other party.

13. ARBITRATION

Notwithstanding the above, any dispute, claim or controversy arising out of or respecting any matter contained in the Agreement including the question pertaining to the entering into of the same and its pre-and post-effects, the parties to the Agreement shall, without delay, confer in good faith in an attempt to settle it but if they fail to do so within three (3) months, then upon application of either party, the matter shall be referred to and settled by arbitration before a panel of three (3) arbitrators by the American Arbitration Association in Elkhart, IN under the then effective Rules of Commercial Arbitration of the American Arbitration Association. The language of the arbitration shall be in English. Any such arbitration will be conducted in Elkhart, IN.

In any arbitration involving the Agreement, the arbitrators shall not make any award which alters, changes, cancels or rescinds any provisions of the Agreement. The award of the arbitrators shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

The arbitrators will be selected from a panel of persons having experience with and knowledge of Truma’s industry and one of them shall be an attorney. The arbitrators shall have no authority to award punitive damages nor any other damages not measured by the prevailing party’s actual damages, and shall not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of an Agreement. Either party, before or during any arbitration may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitration proceedings. Arbitration will not be required for recovery of specific property, such as actions for replevin.

Neither party nor the arbitrators may disclose the existence or results of any arbitration hereunder without the prior written consent of both parties. Prior to initiation of arbitration or any other form of legal or equitable proceeding, the aggrieved party will give the other party written notice describing the claim and amount as to which it intends to initiate action.

Any such arbitration must be commenced no later than one (1) year from the date such claim or controversy arose. The award of the arbitrators shall be final and binding, and judgment may be entered thereon in any Court of competent jurisdiction.

14. BREACH AND TERMINATION

Without prejudice to any rights or remedies Truma may have under the Agreement or at law, Truma may, by written notice to Buyer, terminate with immediate effect the Agreement or any part thereof without any liability whatsoever, if:

(a) Buyer violates or breaches any of the provisions of the Agreement;

(b) any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against Buyer, whether filed or instituted by Buyer, voluntary or involuntary, a trustee or receiver is appointed over Buyer, or any assignment is made for the benefit of creditors of Buyer; or

(c) the control or ownership of Buyer changes.

Upon occurrence of any of the events referred to above, all payments to be made by Buyer under the Agreement shall become immediately due and payable. In the event of cancellation, termination or expiration of an Agreement, the terms and conditions destined to survive such cancellation, termination or expiration shall so survive.

15. MISCELLANEOUS

(a) In the event that any provision(s) of these Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions thereof. In the event that any provision of these Terms and Conditions shall finally be determined to be unlawful or unenforceable, such provision shall be deemed severed from these Terms and Conditions, but every other provision shall remain in full force and effect, and in substitution for any such provision held unlawful or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.

(b) The failure on the part of either party to exercise, or any delay in exercising, any right or remedy arising from the Agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy arising there from preclude any other or future exercise thereof or the exercise of any other right or remedy arising from the Agreement or from any related document or by law.

Responsible for the content of these pages: 

Truma Corp.
2800 Harman Drive
Elkhart, Indiana 46514
Tel. +1-855-558-7862 
E-mail: info@trumacorp.com