Terms of Sale
Terms and Conditions for the Sale of Goods
These terms and conditions of sale, together with any applicable Purchase Order, warranty, refund, return, and shipping policies (collectively, the “Terms of Sale”), govern the sale of lighting goods (“Goods”) by Bluebird Research Group, Ltd. (“Seller”) to the buyer identified below (“Buyer”). These Terms of Sale apply to all purchases of Goods, whether made by (a) retail customers purchasing through Seller’s website at https://kingpinequipped.com/ (the “Website”) and paying at checkout; (b) wholesale customers purchasing through the Website and paying at checkout; or (c) wholesale customers submitting a purchase order or order form (a “Purchase Order”) and paying pursuant to payment terms separately provided by Seller in writing. Notwithstanding the foregoing, if Buyer has entered into a separate written agreement that expressly covers the sale of Goods by Seller to Buyer (a “Separate Agreement”), the Separate Agreement shall govern the transactions covered thereby in its entirety, and these Terms of Sale shall not apply to such transactions. No oral agreements, representations, or warranties exist between the parties.
These Terms of Sale prevail over any of Buyer’s general terms and conditions of purchase, regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms of Sale. Seller’s acceptance is expressly conditioned on Buyer’s assent to these Terms of Sale. If Buyer has a Separate Agreement with Seller, the Separate Agreement governs the transactions covered thereby and these Terms of Sale shall not apply to such transactions, regardless of any conflicting terms in a purchase order or other document submitted by Buyer.
1. Delivery of Goods.
a. The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase, whether placed via the Website or a Purchase Order, subject to availability of finished Goods. Shipment of the Goods is governed by the Shipping Policy, available at: https://kingpinequipped.com/policies/shipping-policy. Seller shall not be liable for any delays, loss, or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the location indicated by Buyer at the time of purchase (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer is responsible for receipt of the Goods at the Delivery Point.
b. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
c. If for any reason the Goods cannot be left at the Delivery Point, whether because Buyer has not provided appropriate instructions: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance). Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point.
2. Non-Delivery and Refunds.
a. Refunds of the Goods are governed by the Return and Refund Policy, available here: https://kingpinequipped.com/policies/refund-policy.
b. The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written Notice to Seller of the non-delivery within thirty (30) days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. Buyer acknowledges and agrees that the remedies set forth in this Section 2 are Buyer’s exclusive remedies for any non-delivery of Goods.
3. Buyer’s Acts or Omissions. If Seller’s performance of its obligations under these Terms of Sale is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under these Terms of Sale or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
4. Price.
a. Payment for Goods is due in full at the time of order or checkout via the payment methods accepted by Seller, unless Seller has separately provided Buyer with other payment terms in a writing signed by an authorized representative of Seller. Accepted payment methods include credit card, debit card, wire transfer, or ACH transfer. All amounts are payable in US dollars.
b. All unpaid balances shall incur interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms of Sale or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods and stop Goods in transit if Buyer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written Notice thereof. If Seller has provided payment terms, Seller may revoke such terms for late payment.
c. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
d. All prices quoted by Seller are exclusive of any applicable federal, state, local, or foreign sales, use, excise, or other taxes. Buyer is solely responsible for all taxes, duties, and governmental charges applicable to the purchase of Goods, excluding taxes based on Seller’s net income. Seller will add applicable sales or use tax to the invoice where Seller is required by law to collect such tax. If Buyer claims a tax exemption, Buyer must provide Seller with a valid exemption certificate prior to the time of purchase; Seller reserves the right to invoice Buyer for applicable taxes if a valid certificate is not provided.
5. Disclaimer of Warranty.
a. Decorative Use Only; Waiver of Liability for Driving Use. The Goods are lighting products that may be subject to federal, state, and local regulations when installed on motor vehicles. Buyer is solely responsible for ensuring that any use, installation, or operation of the Goods complies with all applicable laws, including but not limited to Federal Motor Vehicle Safety Standards (FMVSS) and state vehicle equipment regulations. Seller makes no representation that the Goods are suitable for on-road use and recommends Buyer consult applicable regulations and seek professional installation. Buyer assumes all risk associated with the selection, installation, and use of the Goods.
b. BUYER ACKNOWLEDGES AND AGREES THAT THE LIGHTING GOODS SOLD BY SELLER ARE INTENDED FOR DECORATIVE PURPOSES ONLY AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE WHILE OPERATING A MOTOR VEHICLE ON PUBLIC ROADS OR HIGHWAYS. THE GOODS MAY NOT COMPLY WITH FEDERAL MOTOR VEHICLE SAFETY STANDARDS OR STATE AND LOCAL REGULATIONS GOVERNING VEHICLE LIGHTING.
c. BUYER EXPRESSLY ASSUMES ALL RISK AND LIABILITY ARISING FROM THE USE OF THE GOODS ON OR IN CONNECTION WITH ANY MOTOR VEHICLE. BUYER AGREES THAT USE OF THE GOODS WHILE DRIVING OR OPERATING A VEHICLE MAY BE DANGEROUS, MAY IMPAIR VISIBILITY, MAY DISTRACT OTHER DRIVERS, AND MAY VIOLATE APPLICABLE LAWS AND REGULATIONS.
d. BUYER HEREBY RELEASES, WAIVES, AND FOREVER DISCHARGES SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIABILITIES, ACTIONS, CAUSES OF ACTION, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO: (i) THE USE OF THE GOODS WHILE OPERATING A MOTOR VEHICLE; (ii) ANY TRAFFIC CITATIONS, FINES, PENALTIES, OR LEGAL VIOLATIONS RESULTING FROM SUCH USE; (iii) ANY ACCIDENTS, INJURIES, PROPERTY DAMAGE, OR DEATH RESULTING FROM SUCH USE; OR (iv) ANY IMPAIRMENT OF VISIBILITY, DISTRACTION, OR OTHER HAZARDOUS CONDITION CREATED BY SUCH USE.
e. BUYER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, SUITS, PROCEEDINGS, DAMAGES, LIABILITIES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO BUYER’S USE OF THE GOODS IN CONNECTION WITH MOTOR VEHICLE OPERATION.
f. EXCEPT AS EXPRESSLY STATED IN SELLER’S LIMITED WARRANTY, AVAILABLE AT______, SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (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.
6. Limitation of Liability.
a. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, 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 SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SALE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER OR $100, WHICHEVER IS LESS.
c. The limitation of liability set forth in this Section 6 shall not apply to (i) liability resulting from Seller’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.
7. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under these Terms of Sale. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these Terms of Sale or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate these Terms of Sale if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.
8. Termination. In addition to any remedies that may be provided under these Terms of Sale, Seller may terminate these Terms of Sale with immediate effect upon written Notice to Buyer, if Buyer: (a) fails to pay any amount when due under these Terms of Sale and such failure continues for ten (10) days after Buyer’s receipt of written Notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms of Sale, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
9. Waiver. No waiver by Seller of any of the provisions of these Terms of Sale is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Sale operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
10. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with these Terms of Sale is confidential, solely for the use of performing these Terms of Sale and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
11. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms of Sale, for any failure or delay in fulfilling or performing any term of these Terms of Sale (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms of Sale; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials, and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) consecutive days following written Notice given by it under this Section 11, either party may thereafter terminate these Terms of Sale upon written Notice.
12. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms of Sale without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms of Sale.
13. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms of Sale shall 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 shall have authority to contract for or bind the other party in any manner whatsoever.
14. No Third-Party Beneficiaries. These Terms of Sale are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Sale.
15. Governing Law. All matters arising out of or relating to these Terms of Sale are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado.
16. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to these Terms of Sale shall be instituted in the federal courts of the United States of America or the courts of the State of Colorado in each case located in the City of Denver and County of Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
17. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier with all fees pre-paid, email with confirmation of receipt, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms of Sale, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
18. Severability. If any term or provision of these Terms of Sale is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Sale or invalidate or render unenforceable such term or provision in any other jurisdiction.
19. Survival. Provisions of these Terms of Sale which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms of Sale including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival and, with respect to Reseller transactions, Downstream Communication, MAP/SRP, Limitation of Liability, and Confidential Wholesale Pricing.
20. Amendment and Modification. Seller reserves the right to update or modify these Terms of Sale at any time in its sole discretion by posting the revised Terms of Sale on the Website. The revised Terms of Sale will be effective immediately upon posting. Buyer’s continued purchase of Goods after the posting of revised Terms of Sale constitutes Buyer’s acceptance of the revised Terms of Sale, and Buyer is responsible for regularly reviewing these Terms of Sale. Notwithstanding the foregoing, any Separate Agreement between the parties shall be governed and modified only pursuant to its own terms and shall not be amended or superseded by these Terms of Sale.
21. Additional Terms Applicable to Resellers. The additional terms and conditions in this Section apply to any Buyer that purchases Goods from Seller for resale to third parties (“Reseller”). In the event of a conflict between this Section and any other provision of these Terms of Sale, this Section shall control. Topics addressed in the general provisions above that apply equally to all Buyers, including, without limitation, the decorative-use disclaimer and waiver in Section 5, are not duplicated here but apply in full to Resellers.
a. Reseller Approval and Onboarding.
i. Approval Required. No person or entity may purchase Goods for resale without Seller’s prior written approval of Reseller status. Seller may grant or deny Reseller status in its sole discretion. Reseller status, once granted, is not transferable and does not run with any assignment or change of control of Reseller’s business.
ii. Onboarding. Seller may require Reseller to complete an onboarding process, including submission of a reseller application, provision of a valid resale certificate or tax exemption documentation, and acknowledgment of Seller’s then-current reseller policies. Reseller’s approval is contingent on completion of all required onboarding steps to Seller’s satisfaction.
iii. Revocation; Wind-Down. Seller may revoke Reseller’s approved status at any time upon 30 days’ prior written notice, or immediately upon written notice in the event of a material breach of these Terms of Sale or Seller’s reseller policies. Following revocation, Reseller shall have 30 days to sell existing inventory of Seller’s Goods on hand as of the date of the revocation notice, provided that all such sales comply with these Terms of Sale. Reseller shall have no right to place new orders following receipt of a revocation notice. Seller shall have no obligation to repurchase any unsold inventory.
b. Product Promotion and Representation. Reseller shall use its best efforts to support, promote, and sell all products and brands of Seller that Reseller is authorized to carry. Reseller shall only represent and sell products that Seller has expressly approved Reseller to represent. Reseller shall conduct all sales activities in a professional environment with adequate facilities suitable for the proper presentation and sale of Seller’s Goods.
c. Warning Labels and Product Information. Seller’s Goods may be accompanied by warning labels, educational materials, and instructional information required by law or Seller’s policies. Reseller shall not remove, alter, or obscure any such materials prior to the sale of Goods to an end purchaser. Reseller agrees to read, understand, and be knowledgeable about all such materials so that it can properly represent the Goods and promote their sale for appropriate uses only.
d. Downstream Communication of Use Limitations. As set forth in Section 5 of these Terms of Sale, Seller’s lighting Goods are intended for decorative purposes only and are not designed, manufactured, or intended for use while operating a motor vehicle on public roads or highways. Reseller is solely responsible for ensuring that any use, installation, or operation of the Goods by Reseller or its customers complies with all applicable laws, including but not limited to Federal Motor Vehicle Safety Standards (FMVSS) and state and local vehicle equipment regulations. Reseller shall clearly and conspicuously communicate these use limitations to each end purchaser at or before the time of sale, including through product listings, point-of-sale materials, and any accompanying documentation. Reseller’s failure to communicate these limitations to end purchasers shall not limit Reseller’s indemnification obligations under Section 5 of these Terms of Sale.
e. Minimum Advertised Pricing and Suggested Retail Pricing. Seller encourages Reseller to sell all Goods at Seller’s then-current Suggested Retail Prices (“SRP”). Where Seller enforces Minimum Advertised Pricing (“MAP”) policies, Reseller shall comply with all applicable MAP policies at all times. Reseller should contact its Seller sales representative for current MAP price lists and applicable pricing policies. Seller reserves the right to discontinue fulfillment of orders from any Reseller that fails to comply with Seller’s MAP policies, in Seller’s sole discretion and without liability.
f. Internet Sales.
i. Platform Approval. Reseller may not list or sell Goods on any third-party internet platform or marketplace (including, without limitation, Amazon.com and eBay.com) without Seller’s prior written approval for each such platform. Seller reserves the right, in its sole discretion, to approve or deny any request to list Goods on a third-party platform and to revoke any previously granted approval upon written notice to Reseller.
ii. Online MAP Compliance. MAP pricing must be upheld at all times in all online listings and advertisements. Reseller may not conduct any online promotion, sale, or discount of Seller’s Goods without Seller’s prior written approval. Unauthorized online promotions are a material breach of these Terms of Sale.
g. Drop Shipment. If Seller agrees to drop ship Goods on Reseller’s behalf, drop shipment fees shall apply at Seller’s then-current rate schedule, as updated from time to time. All freight, shipping, and handling charges associated with drop shipments, including any additional handling fees, shall be passed through to Reseller and are subject to change at Seller’s discretion. Shipment of all Goods, including drop shipments, is governed by the Shipping Policy available at https://kingpinequipped.com/policies/shipping-policy.
h. Returns. All returns by Reseller must be processed in accordance with Seller’s Return and Refund Policy, available at https://kingpinequipped.com/policies/refund-policy, as updated from time to time. Prior to returning any Goods, Reseller must obtain a valid Return Authorization number (“RA#”) from Seller. Reseller shall clearly mark all return packages with the RA# prior to shipment. Goods returned without a valid RA# may be refused or subject to a restocking fee. Refused shipments and deliveries to incorrect addresses provided by Reseller may be subject to applicable fees as set forth in the Return and Refund Policy.
i. Limitation of Liability (Reseller Transactions). With respect to Reseller transactions, this Section 21(h) supersedes and replaces Section 6 in its entirety. IN NO EVENT SHALL SELLER BE LIABLE TO RESELLER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, 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 SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO RESELLER TRANSACTIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY RESELLER TO SELLER FOR GOODS PURCHASED UNDER THESE TERMS OF SALE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The limitations of liability set forth in this Section 21 shall not apply to liability resulting from Seller’s gross negligence or willful misconduct.
j. Confidential Wholesale Pricing. All wholesale pricing, discount schedules, rebate programs, and other pricing terms provided by Seller to Reseller (collectively, “Wholesale Pricing”) constitute Confidential Information of Seller under Section 10 of these Terms of Sale. Reseller shall not disclose Wholesale Pricing to any third party, including end customers, other resellers, or competitors of Seller, without Seller’s prior written consent. Reseller shall implement reasonable measures to protect Wholesale Pricing from unauthorized disclosure, using at least the same degree of care Reseller uses to protect its own confidential pricing information, but in no event less than reasonable care.
k. If it becomes necessary to incur collection costs for any amount due by Buyer to Seller, Buyer will be responsible for collection costs including reasonable attorneys’ fees.