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TERMS AND CONDITIONS OF USE AND SALE

Effective Date: 7/1/2026

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "User," "you," or "your") and Trunwell, Inc. ("Trunwell," "Company," "we," "our," or "us") governing your access to and use of the Trunwell website, including all related websites, online stores, mobile applications, customer portals, content, products, and services (collectively, the "Website"), as well as the purchase and use of products sold by Trunwell.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE OR PURCHASING ANY PRODUCTS. BY ACCESSING THE WEBSITE, CREATING AN ACCOUNT, PLACING AN ORDER, OR OTHERWISE USING OUR WEBSITE OR PRODUCTS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITE OR PURCHASE OUR PRODUCTS.

ARTICLE 1 – DEFINITIONS

For purposes of these Terms, the following definitions apply:

"Company" means Trunwell, Inc.

"Customer" means any person or entity purchasing products from the Company.

"Commercial Customer" includes distributors, wholesalers, retailers, contractors, installers, property managers, governmental agencies, institutions, and business purchasers.

"Consumer" means an individual purchasing products primarily for personal, family, or household use.

"Products" means all goods, accessories, replacement parts, software, firmware, manuals, documentation, and services offered by Trunwell.

"Website" means all websites, online stores, portals, mobile sites, digital content, and applications owned or operated by Trunwell.

ARTICLE 2 – ACCEPTANCE OF TERMS

Your use of the Website constitutes your acknowledgment that you have read, understood, and agreed to these Terms.

These Terms apply to:

  • Website visitors;

  • Customers;

  • Account holders;

  • Product purchasers;

  • Authorized resellers;

  • Commercial purchasers;

  • Wholesale customers;

  • Individuals communicating with Trunwell electronically.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity.

If you do not possess such authority, you may not use the Website on behalf of that entity.

ARTICLE 3 – MODIFICATION OF TERMS

Trunwell reserves the right to modify these Terms at any time.

Updated Terms become effective immediately upon posting unless a later effective date is specified.

Your continued use of the Website following publication of revised Terms constitutes acceptance of those revisions.

The Company encourages Users to periodically review these Terms.

Material changes may also be communicated by email or by notice on the Website, when required by applicable law.

ARTICLE 4 – ELIGIBILITY

You represent and warrant that:

  • you are at least eighteen (18) years of age or the age of majority in your jurisdiction;

  • you possess legal capacity to enter into contracts;

  • all information you provide is truthful and accurate;

  • your use of the Website complies with all applicable laws.

The Website is not directed toward children under the age of thirteen (13), and Trunwell does not knowingly enter into contracts with minors.

ARTICLE 5 – USER ACCOUNTS

Certain portions of the Website may require registration.

When creating an account, you agree to:

  • provide complete and accurate information;

  • promptly update inaccurate information;

  • maintain the confidentiality of your password;

  • restrict access to your account;

  • immediately notify Trunwell of unauthorized use.

You are responsible for all activities occurring under your account.

Trunwell may suspend or terminate accounts believed to have been compromised or used in violation of these Terms.

The Company is not responsible for losses resulting from your failure to safeguard account credentials.

ARTICLE 6 – ACCEPTABLE USE

You agree to use the Website solely for lawful purposes.

You shall not:

  • violate any applicable law or regulation;

  • interfere with Website operations;

  • attempt unauthorized access to servers or databases;

  • introduce malware, ransomware, spyware, viruses, or malicious code;

  • interfere with another user's use of the Website;

  • use automated scraping tools without written permission;

  • harvest customer information;

  • impersonate another individual or organization;

  • upload false, misleading, or fraudulent information;

  • circumvent Website security features;

  • reverse engineer Website software except where prohibited by law;

  • attempt denial-of-service attacks;

  • exploit Website vulnerabilities.

Violation of this Article may result in termination of access and legal action.

ARTICLE 7 – INTELLECTUAL PROPERTY

Unless otherwise indicated, all intellectual property appearing on the Website is owned by Trunwell or its licensors.

Protected materials include, without limitation:

  • trademarks;

  • trade dress;

  • logos;

  • product names;

  • product designs;

  • manuals;

  • instruction sheets;

  • photographs;

  • renderings;

  • graphics;

  • illustrations;

  • videos;

  • software;

  • firmware;

  • website design;

  • source code;

  • documentation;

  • text;

  • catalogs;

  • downloadable materials.

Nothing contained on the Website grants any license or ownership interest except as expressly stated.

ARTICLE 8 – TRADEMARKS

TRUNWELL®, company logos, slogans, product names, graphics, and other identifying marks are trademarks or trade dress of Trunwell, whether registered or unregistered.

You may not use any Company trademark without prior written consent.

Unauthorized use may violate trademark, unfair competition, and other laws.

ARTICLE 9 – LIMITED LICENSE

Subject to these Terms, Trunwell grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website solely for your personal or internal business purposes.

You may not:

  • reproduce Website content;

  • distribute Website content;

  • modify Website content;

  • create derivative works;

  • commercially exploit Website materials;

  • mirror Website pages;

  • frame Website content;

  • republish product images;

  • use Company photographs for commercial purposes without written permission.

Nothing herein transfers ownership of intellectual property.

ARTICLE 10 – USER SUBMISSIONS

If you submit comments, reviews, suggestions, product ideas, testimonials, photographs, videos, questions, or other content ("Submissions"), you grant Trunwell a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, publish, distribute, display, translate, adapt, and otherwise exploit such Submissions for lawful business purposes.

You represent that:

  • you own or control all rights to the Submission;

  • the Submission does not infringe third-party rights;

  • the Submission is accurate;

  • the Submission does not contain defamatory, unlawful, obscene, fraudulent, or misleading content.

Trunwell reserves the right—but has no obligation—to remove or refuse any Submission at its sole discretion.

ARTICLE 11 – COPYRIGHT POLICY

Trunwell respects the intellectual property rights of others.

If you believe copyrighted material has been used improperly on the Website, please provide written notice including:

  • identification of the copyrighted work;

  • identification of the allegedly infringing material;

  • your contact information;

  • a statement of good-faith belief;

  • a statement under penalty of perjury that your notice is accurate;

  • your physical or electronic signature.

Upon receipt of a legally sufficient notice, Trunwell will investigate and take appropriate action consistent with applicable law.

ARTICLE 12 – THIRD-PARTY WEBSITES

The Website may contain links to third-party websites for your convenience.

Trunwell does not control third-party websites and makes no representation regarding:

  • accuracy;

  • security;

  • availability;

  • privacy practices;

  • products;

  • services;

  • content.

Accessing third-party websites is entirely at your own risk.

ARTICLE 13 – WEBSITE AVAILABILITY

Trunwell strives to maintain uninterrupted Website availability but does not guarantee that the Website will be available at all times.

The Website may be temporarily unavailable because of:

  • maintenance;

  • upgrades;

  • security events;

  • internet failures;

  • telecommunications interruptions;

  • power outages;

  • force majeure events;

  • hardware failures;

  • software failures.

The Company shall not be liable for temporary Website interruptions.

ARTICLE 14 – ELECTRONIC COMMUNICATIONS

By using the Website or communicating electronically with Trunwell, you consent to receive communications electronically.

Such communications may include:

  • order confirmations;

  • invoices;

  • shipping notifications;

  • warranty communications;

  • recall notices;

  • security notices;

  • customer support responses;

  • updates to legal policies where permitted by law.

Electronic communications satisfy any legal requirement that communications be in writing.

ARTICLE 15 – PRIVACY

Your privacy is important to us.

Collection, use, disclosure, storage, and protection of personal information are governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Website, you acknowledge that you have read and understood the Privacy Policy.

If there is any conflict between these Terms and the Privacy Policy regarding the handling of personal information, the Privacy Policy shall govern with respect to privacy matters.

End of Part 1

The following Part will begin with Article 16 – Product Information, followed by pricing, payment, orders, shipping, taxes, fraud prevention, risk of loss, and international sales.


ARTICLE 16 – PRODUCT INFORMATION

Trunwell strives to ensure that all product descriptions, specifications, photographs, illustrations, dimensions, compatibility information, certifications, technical data, manuals, pricing, and other information presented on the Website are accurate at the time of publication.

However, all information is provided for general informational purposes only and is subject to change without notice.

Product photographs, renderings, packaging, labels, colors, dimensions, and illustrations are intended for reference only and may differ from the products actually delivered.

The Company reserves the right to:

  • discontinue products;

  • modify product specifications;

  • improve designs;

  • substitute equivalent components;

  • revise packaging;

  • update documentation;

  • modify installation instructions;

  • change certifications where permitted;

  • correct errors or omissions.

Such modifications shall not constitute a breach of contract.

ARTICLE 17 – PRODUCT AVAILABILITY

All products are offered subject to availability.

The Company does not guarantee inventory levels.

Products may become unavailable after an order is placed.

If a product becomes unavailable before shipment, Trunwell may, at its option:

  • cancel the order;

  • refund amounts paid;

  • delay shipment until inventory becomes available;

  • offer an equivalent substitute product.

Trunwell shall have no liability arising from product unavailability.

ARTICLE 18 – PRODUCT SPECIFICATIONS

Specifications published by Trunwell are believed to be accurate.

However, specifications may be revised from time to time without prior notice.

Customers are solely responsible for verifying that a particular product is suitable for its intended application before purchase and installation.

No statement contained in catalogs, advertising, marketing materials, emails, presentations, or technical literature shall create an express warranty unless expressly incorporated into the Company's written Limited Warranty.

ARTICLE 19 – PRODUCT COMPATIBILITY

Customers are responsible for determining compatibility between Trunwell products and any existing:

  • electrical systems;

  • building systems;

  • alarm systems;

  • communication systems;

  • home automation systems;

  • third-party accessories;

  • software;

  • wiring;

  • infrastructure.

Unless expressly stated in writing by Trunwell, compatibility with third-party equipment is not guaranteed.

ARTICLE 20 – PRICING

All prices are stated in U.S. Dollars unless otherwise specified.

Published prices may change without notice.

Pricing errors, typographical errors, system errors, and programming errors may occur.

Trunwell reserves the right to correct any pricing error before shipment.

If a pricing error materially affects an order already placed, the Company may:

  • cancel the order;

  • issue a refund;

  • contact the Customer regarding the corrected price.

No contract shall be formed based upon an obvious pricing error.

ARTICLE 21 – QUOTATIONS

Written quotations issued by Trunwell are valid only for the period specified in the quotation.

Unless otherwise stated:

  • quotations are non-binding;

  • prices are subject to inventory availability;

  • freight charges may not be included;

  • taxes are excluded;

  • quotations may be withdrawn before acceptance.

Acceptance of a quotation does not obligate Trunwell to accept an order until confirmed by the Company.

ARTICLE 22 – PROMOTIONS AND DISCOUNTS

Promotional pricing, coupon codes, rebates, volume discounts, and special offers:

  • are subject to separate terms;

  • may be modified or withdrawn without notice;

  • cannot be combined unless expressly permitted;

  • have no cash value unless required by law.

The Company reserves the right to cancel promotions resulting from pricing or system errors.

ARTICLE 23 – PAYMENT TERMS

Unless approved credit terms apply, payment must be received before shipment.

Accepted payment methods may include:

  • major credit cards;

  • debit cards;

  • ACH transfers;

  • wire transfers;

  • approved financing methods;

  • other payment methods designated by Trunwell.

Commercial customers granted open-account terms shall comply with all applicable credit agreements.

Late payments may result in suspension of future shipments.

ARTICLE 24 – CREDIT TERMS

Credit accounts are granted solely at the Company's discretion.

Trunwell may modify, suspend, reduction, or revoke credit privileges at any time.

Commercial purchasers shall remain liable for:

  • collection costs;

  • reasonable attorneys' fees where permitted by law;

  • interest on overdue balances to the maximum amount permitted by applicable law.

Acceptance of partial payment shall not constitute waiver of remaining balances.

ARTICLE 25 – TAXES

Customers are responsible for all applicable:

  • sales taxes;

  • use taxes;

  • value-added taxes;

  • customs duties;

  • import fees;

  • governmental assessments.

If a Customer claims exemption from taxation, satisfactory exemption documentation must be provided before shipment.

Failure to provide valid documentation may result in tax being collected.

ARTICLE 26 – ORDER ACCEPTANCE

Submission of an order does not constitute acceptance by Trunwell.

All orders remain subject to review and acceptance.

The Company reserves the right to reject or cancel orders for reasons including:

  • suspected fraud;

  • inventory shortages;

  • pricing errors;

  • export restrictions;

  • sanctions compliance;

  • payment issues;

  • product discontinuation;

  • legal compliance concerns.

A confirmation email acknowledging receipt of an order does not constitute acceptance.

Acceptance occurs only when the order has been approved for shipment or otherwise expressly accepted by the Company.

ARTICLE 27 – ORDER MODIFICATIONS

Customers requesting modifications after submission should promptly contact Trunwell.

Order modifications cannot be guaranteed once:

  • payment has been processed;

  • inventory has been allocated;

  • production has commenced;

  • packaging has begun;

  • shipment has been prepared.

Additional charges may apply.

ARTICLE 28 – ORDER CANCELLATION

Orders may be cancelled only with Company approval.

Custom, private-label, made-to-order, special-order, or modified products may not be cancelled after production has commenced.

Approved cancellations may be subject to:

  • restocking charges;

  • administrative fees;

  • freight costs;

  • supplier cancellation charges.

Nothing herein limits any cancellation rights required by applicable consumer protection laws.

ARTICLE 29 – FRAUD PREVENTION

Trunwell reserves the right to verify any order before shipment.

Verification procedures may include:

  • address confirmation;

  • telephone verification;

  • identity verification;

  • payment verification;

  • government-issued identification where reasonably necessary;

  • bank confirmation for wire transfers;

  • commercial account verification.

Orders suspected of fraud may be delayed, cancelled, or reported to appropriate authorities.

ARTICLE 30 – SHIPPING

Shipping dates are estimates only.

Trunwell shall make commercially reasonable efforts to meet estimated shipping dates but does not guarantee delivery by any particular date unless expressly agreed in writing.

Delivery schedules may be affected by:

  • weather;

  • carrier delays;

  • customs inspections;

  • labor disruptions;

  • governmental actions;

  • inventory shortages;

  • supply chain interruptions;

  • force majeure events.

The Company shall not be liable for delays beyond its reasonable control.

ARTICLE 31 – TITLE AND RISK OF LOSS

Unless otherwise required by law or expressly agreed in writing, title to Products and the risk of loss shall pass to the Customer upon delivery of the Products to the carrier at Trunwell's shipping facility.

Customers are responsible for filing claims with the carrier for loss or damage occurring during transit.

Trunwell may assist with such claims as a courtesy but assumes no obligation to do so.

ARTICLE 32 – INSPECTION UPON DELIVERY

Customers should inspect shipments promptly upon delivery.

Visible damage, shortages, or discrepancies should be noted on the carrier's delivery receipt whenever possible.

Customers should notify Trunwell of any shipping-related issues within a reasonable time after delivery.

Failure to promptly inspect shipments may adversely affect available remedies against the carrier.

ARTICLE 33 – EXPORT COMPLIANCE

Customers are responsible for complying with all applicable export, import, customs, sanctions, and trade laws.

Products may not be exported, re-exported, or transferred in violation of United States export control laws or regulations.

The Customer agrees not to export Products to prohibited countries, restricted parties, or prohibited end uses.

ARTICLE 34 – INTERNATIONAL SALES

International purchasers are responsible for:

  • customs clearance;

  • import licensing;

  • duties;

  • taxes;

  • local certifications;

  • local electrical requirements;

  • product approvals required by local law.

Unless expressly agreed in writing, Trunwell does not represent that Products comply with laws outside the United States.

Customers are responsible for determining whether Products may legally be imported, installed, marketed, or used in their jurisdiction.

ARTICLE 35 – FORCE MAJEURE

Trunwell shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to:

  • natural disasters;

  • floods;

  • fires;

  • epidemics;

  • pandemics;

  • war;

  • terrorism;

  • cyberattacks;

  • governmental actions;

  • labor disputes;

  • utility failures;

  • transportation interruptions;

  • supplier failures;

  • shortages of materials;

  • acts of G-d.

Performance shall be suspended for the duration of the force majeure event without liability.

End of Part 2

Part 3 will begin with the sections most important to Trunwell's business:

  • Returns

  • Warranty (incorporation by reference)

  • Product Safety

  • Natural Gas Detector Disclaimer

  • Smoke Alarm Disclaimer

  • Carbon Monoxide Alarm Disclaimer

  • Installation Requirements

  • Code Compliance

  • Product Maintenance

  • Tampering

  • Life-Safety Limitations

  • Product Recalls

These sections will be specifically tailored to Trunwell's products and are among the most important provisions in the agreement.

TERMS AND CONDITIONS OF USE AND SALE

PART 3

ARTICLE 36 – RETURN POLICY

Products purchased directly from Trunwell are subject to the Company's Return Policy, as amended from time to time.

The Return Policy is incorporated into these Terms by reference and forms an integral part of this Agreement.

Customers are responsible for reviewing the Return Policy before placing an order.

To the extent permitted by law, if any provision of these Terms conflicts with the Return Policy regarding return procedures, eligibility, return timeframes, or related matters, the Return Policy shall govern.

Nothing in this Article limits any non-waivable rights provided under applicable consumer protection laws.

ARTICLE 37 – LIMITED WARRANTY

Products sold by Trunwell are covered solely by the Company's written Limited Warranty applicable to the specific Product.

The Limited Warranty is incorporated into these Terms by reference.

Except as expressly stated in the Limited Warranty, Trunwell makes no additional warranties, representations, guarantees, or promises concerning any Product.

No dealer, distributor, installer, contractor, salesperson, or other third party has authority to modify or extend the Company's Limited Warranty unless expressly authorized in writing by Trunwell.

Any oral statement, advertising material, technical assistance, catalog description, marketing material, demonstration, product sample, or recommendation shall not create any warranty beyond the written Limited Warranty.

ARTICLE 38 – PRODUCT INFORMATION AND SAFETY

Trunwell manufactures and distributes products intended to assist in the detection of certain hazards when properly installed, maintained, tested, and used in accordance with all applicable instructions and laws.

Customers acknowledge that safety products are only one component of a comprehensive safety program and should never be relied upon as the sole means of protecting persons or property.

The effectiveness of any safety product depends upon numerous factors outside the Company's control, including but not limited to:

  • proper product selection;

  • correct installation;

  • compliance with installation instructions;

  • environmental conditions;

  • proper electrical service;

  • periodic testing;

  • maintenance;

  • replacement at the end of the recommended service life;

  • compliance with applicable building and fire codes.

ARTICLE 39 – NATURAL GAS DETECTORS

Natural gas detectors are designed to assist in detecting the presence of combustible natural gas under specified operating conditions.

They are not designed to:

  • prevent gas leaks;

  • stop gas flow;

  • eliminate explosion hazards;

  • eliminate fire hazards;

  • replace proper maintenance of gas appliances;

  • replace professional inspections;

  • replace code-required safety systems.

Customers acknowledge that gas leaks may occur under circumstances in which a detector may not provide warning, including but not limited to:

  • improper installation;

  • installation in an unsuitable location;

  • loss of electrical power (where applicable);

  • product damage;

  • obstruction of sensors;

  • environmental contamination;

  • failure to test the device;

  • failure to replace the product at the end of its service life;

  • conditions outside the Product's specified operating parameters.

ARTICLE 40 – SMOKE ALARMS

Smoke alarms are intended to provide early warning of certain fire conditions when properly installed and maintained.

Smoke alarms are not capable of detecting every fire under every circumstance.

Certain fires may not generate detectable smoke before dangerous conditions exist.

Smoke alarms may not detect smoke if:

  • smoke does not reach the sensor;

  • installation is improper;

  • the device is obstructed;

  • electrical power is unavailable (where applicable);

  • batteries are depleted (where applicable);

  • the unit has reached the end of its service life;

  • maintenance has not been performed.

No smoke alarm guarantees prevention of injury, death, or property damage.

ARTICLE 41 – CARBON MONOXIDE ALARMS

Carbon monoxide alarms are intended to assist in detecting carbon monoxide under specified operating conditions.

They are not intended to diagnose medical conditions, determine air quality, monitor ventilation systems, or replace proper maintenance of fuel-burning appliances.

Customers should immediately follow emergency procedures recommended by local emergency authorities if a carbon monoxide alarm activates.

ARTICLE 42 – PRODUCTS ARE SUPPLEMENTAL SAFETY DEVICES

Customers acknowledge and agree that all Trunwell detection products are supplemental safety devices.

They are not substitutes for:

  • insurance;

  • fire suppression systems;

  • sprinkler systems;

  • building code compliance;

  • proper appliance maintenance;

  • professional inspections;

  • safe operating practices;

  • emergency planning.

No detector can eliminate all risk.

ARTICLE 43 – CUSTOMER RESPONSIBILITIES

Customers are solely responsible for:

  • selecting Products appropriate for their application;

  • reading all instructions before installation;

  • complying with all installation requirements;

  • complying with all applicable federal, state, provincial, and local laws;

  • complying with applicable electrical, building, fire, and safety codes;

  • maintaining Products in accordance with Company instructions;

  • testing Products at recommended intervals;

  • replacing Products at the end of their service life.

Failure to perform these responsibilities may reduce product performance and void warranty coverage where provided in the Limited Warranty.

ARTICLE 44 – INSTALLATION

Unless otherwise expressly stated, Products should be installed only in accordance with:

  • the installation manual;

  • applicable electrical codes;

  • applicable building codes;

  • applicable fire codes;

  • manufacturer instructions;

  • local authority requirements.

Where installation by a qualified electrician, licensed contractor, or other qualified professional is recommended or required by applicable law, the Customer is responsible for ensuring such installation.

Trunwell shall not be responsible for improper installation performed by any third party.

ARTICLE 45 – PRODUCT TESTING AND MAINTENANCE

Customers should periodically inspect, test, clean, and maintain Products in accordance with the applicable product documentation.

Failure to perform recommended maintenance may impair product performance.

Maintenance procedures vary by product model.

Customers are responsible for reviewing the documentation supplied with each Product.

ARTICLE 46 – TAMPERING AND MODIFICATIONS

Except as expressly authorized in writing by Trunwell, Customers shall not:

  • disassemble Products;

  • modify Products;

  • alter firmware;

  • replace sensors;

  • bypass safety features;

  • repair sealed units;

  • remove identification labels;

  • alter certifications.

Unauthorized modification may:

  • impair product performance;

  • violate applicable laws;

  • void certifications;

  • void warranty coverage;

  • create unsafe operating conditions.

Products identified as sealed units are not user-serviceable.

Opening a sealed Product immediately voids the Limited Warranty unless prohibited by applicable law.

ARTICLE 47 – CODE COMPLIANCE

Building codes, fire codes, electrical codes, housing regulations, and governmental requirements vary by jurisdiction.

Trunwell does not warrant that any Product satisfies every legal requirement applicable to every installation.

Customers are solely responsible for determining whether Products comply with laws applicable to the intended installation.

Nothing on the Website or in Company literature shall be interpreted as legal advice, engineering advice, or code compliance certification.

ARTICLE 48 – RECALLS AND SAFETY NOTICES

If Trunwell determines that a Product should be recalled or corrected, the Company may communicate such information through any reasonable means, including:

  • email;

  • Website postings;

  • registered mail;

  • authorized dealers;

  • distributors;

  • governmental agencies.

Customers are encouraged to register Products where registration is offered so that safety communications may be delivered more effectively.

Failure to register a Product shall not create liability on the part of Trunwell for failure to receive a recall or safety notice.

ARTICLE 49 – PRODUCT REGISTRATION

Where Product registration is available, Customers are encouraged to provide accurate ownership and contact information.

Registration may facilitate:

  • warranty administration;

  • recall notifications;

  • technical support;

  • product updates.

Failure to register a Product shall not extend warranty coverage or create additional obligations on the part of Trunwell.

ARTICLE 50 – SOFTWARE, FIRMWARE, AND PRODUCT UPDATES

Certain Products may include firmware, embedded software, or other digital components.

Trunwell may, but is not obligated to, provide updates, patches, enhancements, or bug fixes.

The availability of an update shall not create any obligation to continue supporting any Product for a particular period.

Unauthorized modification of firmware or software is prohibited and may void warranty coverage and impair product functionality.

ARTICLE 51 – PRODUCT DISCONTINUATION

Trunwell reserves the right to discontinue any Product, accessory, replacement part, software, firmware, or service at any time without liability.

The Company shall have no obligation to continue manufacturing, supporting, servicing, or supplying discontinued Products except where required by applicable law or expressly provided in the applicable Limited Warranty.

TERMS AND CONDITIONS OF USE AND SALE

PART 4

ARTICLE 52 – DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN TRUNWELL'S WRITTEN LIMITED WARRANTY APPLICABLE TO THE SPECIFIC PRODUCT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS, THE WEBSITE, SOFTWARE, FIRMWARE, DOCUMENTATION, AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TRUNWELL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION:

  • IMPLIED WARRANTIES OF MERCHANTABILITY;

  • FITNESS FOR A PARTICULAR PURPOSE;

  • NON-INFRINGEMENT;

  • TITLE;

  • ACCURACY OF INFORMATION;

  • UNINTERRUPTED OPERATION;

  • FREEDOM FROM ERRORS;

  • FREEDOM FROM VIRUSES OR MALICIOUS CODE.

Some jurisdictions do not permit the exclusion of certain implied warranties. In such jurisdictions, these disclaimers shall apply only to the maximum extent permitted by law.

ARTICLE 53 – LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUNWELL, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY:

  • INDIRECT DAMAGES;

  • INCIDENTAL DAMAGES;

  • SPECIAL DAMAGES;

  • EXEMPLARY DAMAGES;

  • CONSEQUENTIAL DAMAGES;

  • PUNITIVE DAMAGES;

  • LOSS OF PROFITS;

  • LOSS OF BUSINESS;

  • LOSS OF GOODWILL;

  • LOSS OF REVENUE;

  • LOSS OF DATA;

  • BUSINESS INTERRUPTION;

  • DIMINUTION OF PROPERTY VALUE;

  • PERSONAL PROPERTY DAMAGE;

  • COST OF SUBSTITUTE GOODS OR SERVICES;

  • DELAY DAMAGES;

  • LOSS OF USE,

ARISING FROM OR RELATED TO:

  • THE WEBSITE;

  • PRODUCTS;

  • PRODUCT INSTALLATION;

  • PRODUCT FAILURE;

  • PRODUCT MALFUNCTION;

  • PRODUCT MISUSE;

  • PRODUCT RECALLS;

  • PRODUCT MODIFICATIONS;

  • SERVICES;

  • DELAYED SHIPMENT;

  • THIRD-PARTY CONDUCT.

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHERWISE.

ARTICLE 54 – MAXIMUM LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TRUNWELL ARISING OUT OF OR RELATING TO ANY CLAIM SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO TRUNWELL FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTHING IN THESE TERMS SHALL LIMIT LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

ARTICLE 55 – CUSTOMER INDEMNIFICATION

To the maximum extent permitted by law, the Customer agrees to defend, indemnify, and hold harmless Trunwell, its officers, directors, employees, affiliates, agents, successors, and assigns from and against all claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from or relating to:

  • misuse of Products;

  • improper installation;

  • unauthorized modifications;

  • violation of applicable laws;

  • breach of these Terms;

  • negligent acts or omissions;

  • infringement of third-party rights;

  • resale or distribution contrary to Company policies.

This indemnification obligation shall survive termination of these Terms.

ARTICLE 56 – COMMERCIAL PURCHASERS

Commercial purchasers acknowledge that they possess expertise in evaluating products for their intended applications.

Commercial purchasers are solely responsible for:

  • evaluating product suitability;

  • complying with applicable laws;

  • ensuring proper installation;

  • providing instructions to end users where appropriate;

  • maintaining adequate insurance coverage.

Commercial purchasers purchasing Products for resale remain responsible for complying with all applicable product labeling, safety, warranty, advertising, and consumer protection laws.

ARTICLE 57 – AUTHORIZED RESELLERS

Unless otherwise agreed in writing, resale of Products shall not create any agency, partnership, joint venture, franchise, or employment relationship between Trunwell and the reseller.

Authorized resellers shall not:

  • make representations inconsistent with Company literature;

  • alter Product labels;

  • modify safety warnings;

  • modify certification markings;

  • alter manuals;

  • create unauthorized warranties;

  • represent themselves as acting on behalf of Trunwell.

Resellers remain independently responsible for compliance with all applicable laws governing their resale activities.

ARTICLE 58 – CALIFORNIA PROPOSITION 65

Certain Products may be subject to California Proposition 65 or similar state requirements.

Where required by applicable law, appropriate warnings will accompany affected Products.

Customers are responsible for complying with any applicable state-specific requirements when redistributing or reselling Products.

Nothing in these Terms relieves Trunwell of any legal obligations imposed by applicable law.

ARTICLE 59 – PRIVACY POLICY

Use of the Website is subject to the Company's Privacy Policy.

The Privacy Policy is incorporated herein by reference.

By using the Website, you acknowledge that you have reviewed and understood the Privacy Policy.

If a conflict exists between these Terms and the Privacy Policy concerning the handling of personal information, the Privacy Policy shall govern with respect to privacy matters.

ARTICLE 60 – ELECTRONIC COMMUNICATIONS

Customers consent to receive communications electronically, including:

  • order confirmations;

  • invoices;

  • shipping notices;

  • warranty information;

  • recall notices;

  • legal notices;

  • customer support communications;

  • updates to Company policies.

Electronic communications satisfy any legal requirement that such communications be in writing.

Marketing emails and SMS messages remain subject to applicable consent and opt-out requirements described in the Company's Privacy Policy and SMS Terms.

ARTICLE 61 – GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

ARTICLE 62 – VENUE

Unless otherwise required by applicable law or modified by a valid arbitration agreement, any legal action arising out of or relating to these Terms or the Products shall be brought exclusively in the state or federal courts located in Kings County, New York, or another court of competent jurisdiction located within the State of New York.

Each party consents to the personal jurisdiction of such courts.

ARTICLE 63 – OPTIONAL ARBITRATION

Optional Provision – Review with Counsel Before Adoption

Trunwell may elect to require that certain disputes be resolved through binding arbitration rather than litigation, subject to applicable law.

If Trunwell elects to implement an arbitration program, this Article should be revised to comply with the Federal Arbitration Act and applicable state law.

Until such time, disputes shall be resolved in accordance with Article 62 unless otherwise agreed in writing.

ARTICLE 64 – CLASS ACTION WAIVER

Optional Provision – Review with Counsel Before Adoption

To the extent permitted by law and if arbitration is adopted, Customers may be required to bring claims only in their individual capacity and not as members of any class or representative proceeding.

This provision should be reviewed by legal counsel before implementation to ensure compliance with applicable law.

ARTICLE 65 – JURY TRIAL WAIVER

Optional Provision – Review with Counsel Before Adoption

To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any action arising from these Terms.

Legal counsel should review this provision prior to publication.

ARTICLE 66 – FORCE MAJEURE

In addition to Article 35, neither party shall be liable for failure or delay in performing obligations due to causes beyond its reasonable control. Performance shall resume as soon as reasonably practicable after the event has ended.

ARTICLE 67 – NO WAIVER

Failure by Trunwell to enforce any provision of these Terms shall not constitute a waiver of any provision or of the right to enforce such provision at a later time.

ARTICLE 68 – ASSIGNMENT

Customers may not assign or transfer any rights or obligations under these Terms without the prior written consent of Trunwell.

Trunwell may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

ARTICLE 69 – SEVERABILITY

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

The invalid provision shall be modified only to the extent necessary to make it enforceable while preserving its original intent whenever possible.

ARTICLE 70 – SURVIVAL

The provisions concerning intellectual property, payment obligations, warranty limitations, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, privacy obligations, and any other provisions that by their nature should survive shall remain effective following termination of these Terms.

ARTICLE 71 – ENTIRE AGREEMENT

These Terms, together with the Company's Privacy Policy, Limited Warranty, Return Policy, Shipping Policy (if applicable), SMS Terms, Cookie Policy (if applicable), and any written agreement executed by Trunwell and the Customer, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior oral or written communications concerning such subject matter.

ARTICLE 72 – CHANGES TO THESE TERMS

Trunwell reserves the right to revise these Terms from time to time.

Material revisions will become effective upon posting to the Website unless a later effective date is specified.

The Effective Date appearing at the beginning of these Terms identifies the most recent revision.

Continued use of the Website or purchase of Products after revised Terms become effective constitutes acceptance of those revisions, to the extent permitted by applicable law.

ARTICLE 73 – CONTACT INFORMATION

Questions regarding these Terms may be directed to:

Trunwell, Inc.

Email: hello@trunwell.com

Website:  www.trunwell.com 

Mailing Address:

539 Kingston Avenue, Suite B2

Brooklyn, New York 11225

United States

ACKNOWLEDGMENT

BY ACCESSING THE WEBSITE, PURCHASING PRODUCTS, CREATING AN ACCOUNT, OR OTHERWISE USING THE WEBSITE OR PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

END OF TERMS AND CONDITIONS