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Customer's Covenants

A. The following applies to Customers that are approved to sell Product at a physical store location (a “brick and mortar” store). STORES – Except as expressly permitted in subsection 6.B and/or 6.C below, or when otherwise approved by TRC Tactical™ in writing, Customer will not (a) sell Product under any store name or at any physical store location other than under the store name and at the particular physical store identified in this Credit Application or, in the case of multiple store locations, at the location to which the Product was shipped (assuming it was an approved location); (b) sell Product other than to retail consumers physically present at such store location who are purchasing for their personal use are not for resale; or (c) accept orders or sell Product through the Internet, e-mail or any other electronic channel, except that Customer may advertise Product through those channels to create or enhance consumer awareness of Product performance features and/or indicate the availability of Product at an authorized store location so long as Customer complies with Section 9 below. Customer will at all times provide clean, modern and adequate retail outlet(s) necessary for the proper merchandising and selling of Product.

B. The following applies to Customers that are approved to sell Product on a website. INTERNET SALES – If TRC Tactical™ approves Customer for Internet sales, then Customer is authorized to sell Product to retail consumers via the Internet only from the website or websites identified in the Credit Application or otherwise approved by TRC Tactical™ in writing (the “Authorized Website(s)”) and to deliver that Product only to consumers with mailing addresses in the United States, its territories and possessions. (a) The Authorized Website(s) will not be co-branded with the name or other trademarks of any other person or entity. (b) The Authorized Website(s) will not link to, or provide data feeds to, any transactional website, or permit any transactional website to link to the Authorized Website(s). For purposes of this Section 6B(b), a “transactional website” means a shopping portal, online marketplace, or other site which either (i) is capable of accepting orders from consumers, or (ii) creates the perception that orders are accepted on the site, even if the consumers are in fact redirected to other websites for order placement. The term “transactional website” excludes websites which aggregate images and information about merchandise without conducting sales transactions. (c) The Authorized Website(s) will have features and functions that are standard in the industry, including the ability to: (i) confirm availability or unavailability of TRC Tactical™ Product at the time the retail consumer places his or her order, (ii) accept all major credit cards, (iii) ship within standard time frames with a choice of overnight, second day air and ground delivery, and (iv) allow retail consumers to search the Authorized Website(s) and to navigate to a TRC Tactical™ “concept” shop in the form of a Web page featuring all Product that Consumer sells on the Authorized Website(s) (except for discounted goods, which must be presented on a separate discount page.) (d) Customer will at all times provide prompt, effective and courteous customer service by telephone for consumers purchasing Product from the Authorized Website(s) and for other visitors to that or those Website(s). Customer will not (i) permit any fulfillment house or any other third party to fill consumer orders placed through the Authorized Website(s); or (ii) (iii) use certain trademarked terms, as designated by TRC Tactical™, in metadata; or (iv) purchase certain trademarked terms, as designated by TRC Tactical™, as Internet search terms; or (v) use any TRC Tactical™ trademark in any domain name or URL address.

7. GENERAL RESTRICTIONS: Customer will not directly or indirectly; (a) sell, consign or otherwise transfer Product (i) outside the United States (and, if a “brick and mortar” store, other than at the approved physical store location or locations); or (ii) to another retailer, or to an e-tailer, distributor, or broker; or (iii) under circumstances where it knows or should know, based on the circumstances of the transaction, that the Product is intended for resale or will likely be resold; or (b) purchase or sell, offer to sell, or distribute (including at no cost), counterfeit TRC Tactical™ goods; or (c) purchase authentic TRC Tactical™ goods from any third party; or (b) purchase any TRC Tactical™ Product from, or sell offer to sell Product on behalf of or for the account of, any other third party; or (e) if TRC Tactical™ sets a launch date for a particular TRC Tactical™ Product, sell that product prior to the date and time stated by TRC Tactical™; or (f) collect or use any sensitive personal data about consumers other than in compliance with industry best practices for security standards, and application law.

8. CUSTOMER’S GENERAL REPRESENTATIONS, WARRANTIES AND OBLIGATIONS: (a) Customer will at all times: (i) use security measures to protect credit card and other personally identifiable information from unauthorized access or use in a manner consistent with industry best practices and applicable law; (ii) render full, prompt, effective and courteous service before, during and after the retail sale of Product; (iii) vigorously encourage the retail sale of Product; (iv) meet or exceed any minimum sales volume established by TRC Tactical™from time to time; (v) establish and maintain, independently and in conjunction with TRC Tactical™, advertising and marketing policies and methods that emphasize the quality and performance of the Product; and (vi) comply with applicable law in connection with performance of its obligations under the Agreement. (b) Customer represents and warrants, and each time Customer submits an Order, Customer will be deemed to have represented and warranted, that (i) it wishes to purchase Product solely for business purposes and not for personal, family or household purposes; and (ii) the most recent financial information provided by Customer is true, accurate and complete as of the dates indicated in that information and that there has been no material adverse change in Customer’s business, prospects or financial condition since those dates. TRADEMARKS: Customer acknowledges TRC Tactical's™ sole ownership of and exclusive right, title and interest in and to the name “'TRC Tactical™,” the name and all other trademarks owned by TRC Tactical™ or its affiliates. Customer recognizes that the TRC Tactical™ Trademarks possess substantial goodwill and agrees that it will not use or display TRC Tactical™ Trademarks in a manner that would disparage or damage them, or represent that it has any ownership in, or attempt to license, the TRC Tactical™ Trademarks. All goodwill associated with Customer’s use of the TRC Tactical™ Trademarks will be owned exclusively by TRC Tactical™. Customer will comply with TRC Tactical's™ latest trademark usage guidelines, which TRC Tactical™ may provide and circulate from time to time, as well as any other policies governing the use of (i) TRC Tactical™ logos and other trademarks, and (ii) product and images and other copyrighted materials. Upon request by TRC Tactical™, Customer will submit to TRC Tactical™, for its review, any public statements about TRC Tactical™ or advertising materials bearing TRC Tactical™ Trademarks, Product images, or Product descriptions. If TRC Tactical™ does not approve such materials in writing within five business days, the materials shall be deemed rejected and Customer shall cease any use of the rejected materials. Customer will not use any marks confusingly similar to the TRC Tactical™ Trademarks or use the TRC Tactical™ Trademarks in combination with other trademarks. Customer will notify TRC Tactical™ in writing of any infringement or improper use of the TRC Tactical™ Trademarks that comes to its attention. Customer acknowledges and agrees that the TRC Tactical™ Trademarks and the TRC Tactical™ reputation for quality are extremely valuable to TRC Tactical™, and that TRC Tactical™ does not authorize Customer to sell any damaged or defective TRC Tactical™ Product. Accordingly, Customer agrees that TRC Tactical™ Product which may be damaged or defective, for any reason, shall be, at TRC Tactical's™ sole election, either returned to TRC Tactical™ or disposed of according to TRC Tactical's™ instructions. TRC Tactical™ and its agents shall have the right to witness such destruction.

10. LIMITED REMEDY; DISCLAIMER OF IMPLIED WARRANTIES: If any Product is defective, TRC Tactical's™ sole and exclusive liability to Customer will be, at TRC Tactical's™ election, if the defect is material, to either (a) replace that defective Product or (b) refund the amount Customer paid TRC Tactical™ for that defective Product. AS BETWEEN CUSTOMER AND TRC Tactical™, TRC Tactical™ EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

11. LIMITATION ON DAMAGES AND ACTIONS: TRC Tactical™ WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PSEICAL, EXPEMPLARY OR PUNITIVE DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER OR ANY OTHER PERSON. ANY ACTION (OTHER THAN FOR FAILURE TO PAY FOR GOODS DELIVERED) MUST BE COMMENCED WITHIN ONE YEAR FROM THE EARLIER OF THE DATE OF DELIVERY OF THE TRC Tactical™ PRODUCT OR THE DATE OF THE ORDER GIVING RISE TO THE CLAIM. IN NO EVENT WILL TRC Tactical's™ LIABILITY TO CUSTOMER EXCEED, FOR DEFECTIVE PRODUCT, THE AMOUNT CUSTOMER PAID TRC Tactical™ FOR THE PRODUCT GIVING RISE TO THE CLAIM, AND FOR ALL OTHER CLAIMS, THE AMOUNT CUSTOMER PAID TRC Tactical™ WITHIN THE THREE-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. These limitations will apply regardless of whether the legal theory of liability for damages arises under contract, tort (including negligence and strict liability), or any other theory.

12. MODIFICATION: TRC Tactical™ may at any time, in TRC Tactical's™ sole discretion, modify its Terms and Conditions of sale. Each Order will be governed by the Terms and Conditions in effect at the time Customer submits that Order. Accordingly, Customer will review the then-current version of the Terms and Conditions (available at the TRC Tactical™ website, in the catalogue, or by request from TRC Tactical™) before placing each Order. An Order that has been accepted by TRC Tactical™ may be modified only by a written instrument which expresses an intent to amend, identifies the provision to be amended, and is signed by an authorized representative of TRC Tactical™.

13. CONFIDENTIALITY: A. Non-Disclosure. Customer acknowledges that it may have access to information owned or controlled by TRC Tactical™ or TRC Tactical's™ Affiliates, discloser of which would cause substantial or irreparable harm to TRC Tactical™ (“Confidential Information.”) Confidential Information includes the TRC Tactical's™ marketing plans, information regarding future releases of TRC Tactical™ Product, and any other non-public material disclosed to Customer or to which Customer gains access. Customer shall protect TRC Tactical's™ Confidential Information by using the same degree of care with respect to such information that it would exercise with its own confidential information or trade secrets, but in any event no less than reasonable care. Customer shall make Confidential Information available only to those employees of Customer who need to know the information in connection with Customer’s business, and shall not disclose Confidential Information to any third party. B. Publicity Restrictions. Customer will immediately notify TRC Tactical™ in writing if it receives a request from any third party for an interview or statement about TRC Tactical™ or TRC Tactical™ Products. Customer will not answer questions or give statements about its relationship with TRC Tactical™ or discuss TRC Tactical™ Products under circumstances where Customer knows or has reason to believe that the purpose of the request is to create content for publication in film, television, radio, print or online media, including blogging. Customer will not hold itself out as a representative of TRC Tactical™ in any interview or statement whether or not it is recorded, and whether or not it is intended for such publication. C. Idea Submission. If Customer chooses to submit to TRC Tactical™ or share with TRC Tactical™ any business plans, product or marketing ideas, or other materials, Customer agrees that (i) TRC Tactical™ is not subject to any restrictions in using such materials; Customer hereby grants to TRC Tactical™ an irrevocable license to use such materials, without compensation to Customer; and (ii) TRC Tactical™ is under no obligation to use such plans, ideas, or other materials, or to commercially exploit them in any territory.

14. SEVERABILITY\WAIVER\CONSTRUCTION: If a court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable for any reason, that determination will not affect any other provision unless enforcement of the remaining provisions would be grossly inequitable under the circumstances or would frustrate the primary purpose of the Agreement. A party’s delay or failure to enforce or insist on strict compliance with any of the provisions of the Agreement will not constitute a waiver or otherwise modify the Agreement, and a party’s waiver of any right related to the Agreement on one occasion will not waive any other right, constitute a continuing waiver or waive that right on any other occasion. Customer has had the opportunity to consult with its attorney in connection with these Terms and Conditions and the rest of the Agreement and to have the Agreement reviewed by its attorney; therefore, no rule of construction or interpretation that disfavors TRC Tactical™ or that favors Customer will apply to its interpretation.

15. ATTORNEY’S FEES\GOVERNING LAW\FORUM SELECTION: Customer will pay all costs, collection agency fees, expenses, reasonable attorney fees (whether incurred prior to, at trial or on appeal) incurred by TRC Tactical™ in connection with the collection of any past due sums. The Agreement, and all disputes arising out of the Agreement or out of the relationship between TRC Tactical™ and Customer, will be governed by the laws of the state of New York. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY. Customer irrevocably consents to the jurisdiction of the state and federal courts located in the state of New York in connection with any action arising out of or in connection with the Agreement and waives and objection that such venue is an inconvenient forum. Customer will not initiate an action against TRC Tactical™ in any other jurisdiction. TRC Tactical™ may bring an action in any forum.

16. FORCE MAJEURE: If it becomes impossible for either Customer or TRC Tactical™ to perform its obligations under the Agreement as a result of fire, flood, earthquake, or other natural disaster, or other event beyond that party’s reasonable control, that party’s performance may be delayed for the duration of the force majeure event, except that nothing in this Section 16 will excuse Customer from its payment obligations.

17. RESTRICTION ON ASSIGNMENT: Customer will not assign any right conferred herein by TRC Tactical™ without the prior written consent of an authorized TRC Tactical™ representative. A change of control of Customer by shock sale or gift, merger, operation of law, by contract or otherwise, will be deemed an assignment for purposes of this Section. Any attempted assignment or delegation by Customer will be void. TRC Tactical™ may grant, withhold or condition its consent to assignment in TRC Tactical's™ sole discretion. If TRC Tactical™ authorizes an assignment or delegation, that authorization will not release Customer from any of its obligations under the Agreement unless (a) the authorization expressly releases Customer; (b) the assignee or delegate agrees in writing to be bound by the Agreement; and (c) any agreement between Customer and the assignee or delegate states that TRC Tactical™ has the right to enforce Customer’s rights against the assignee or delegate.

19. RELATIONSHIP: The relationship of TRC Tactical™ and Customer established by the Agreement is that of vendor-purchaser and nothing contained herein shall be construed to create a partnership, joint venture or any other relationship.

20. ENTIRE AGREEMENT: The Agreement contains the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements, commitments and understandings concerning that subject matter.