Page 306 - Big Light 2018 Catalog

306 TERMS & CONDITIONS BIG LIGHT 2018 SLV LIGHTING NORTH AMERICA, INC. – TERMS AND CONDITIONS OF SALE
1. Exclusive Terms and Conditions.
All sales and purchases of SLV Lighting North America, Inc. (“SLV”) products (the “Products”) shall be governed by these Terms and Conditions of Sale (“T&Cs”). SLV may, in its sole discretion and at any time, amend the T&Cs, or any portion of them, and such amended T&Cs shall be e ective and shall replace the prior T&Cs as of the date of such amendment.
2. Orders.
Customers (the (“Customer(s)”) shall initiate Product purchases by submitting orders in writing to SLV or to SLV’s authorized agents. All orders are subject to acceptance by SLV, at its sole discretion, which shall be evidenced by SLV’s order con rmation form. Upon SLV’s issuance of its order confirmation form, a purchase and sale contract between SLV and Customer (a “Purchase Contract”) is created, which is expressly conditioned on Customer’s acceptance of the T&Cs in their entirety without any addition, deletion, modi cation or exception.
3. Di erent Terms Rejected.
Any terms or conditions submitted by Customer (in any order or other communication) that are di erent from or in addition to the terms and conditions contained herein are hereby objected to and rejected by SLV, shall not be e ective or binding on SLV, and shall not become a part of a Purchase Contract. SLV’s silence or failure to respond to any terms or conditions submitted by Customer shall not be deemed to be an acceptance or approval thereof.
4. Minimum Order.
The minimum order amount is One Hundred Fifty Dollars ($150) (which shall be calculated based on the aggregate purchase price of the Products, excluding shipping, and other fees and costs).
5. Payment Terms.
All sales must be paid in full, in advance, unless credit terms have been approved by SLV in writing. If SLV elects to extend credit terms to Customer, payment shall be made by Customer “Net 30” in immediately available U.S. dollars (i.e., within 30 days following the Product invoice date). SLV shall have the right to revoke any credit terms extended to Customer at any time and for any reason. If Customer fails to pay any sum owing to SLV when due, or otherwise fails to perform any other obligation owing to SLV, SLV shall have, in addition to any and all other rights or remedies available to it under the law, the right, at its option and in its sole discretion, to cancel any pending orders, to stop shipments in transit, and/or to defer shipment of any pending orders until Customer has paid all sums owing and otherwise fully complied with all of its obligations to SLV. All payments shall be applied, in SLV’s sole discretion, among charges, inter- est, current invoices, past-due invoices and other amounts otherwise due to SLV hereunder. Customer shall pay to SLV a late payment charge on any invoice not paid in full when due equal to 1.5% per month of the unpaid balance, or if said 1.5% is deemed to be unenforceable under applicable
law, the highest late payment charge permissible under applicable law, until actually paid.
6. Pricing.
Product prices are set by SLV and may vary depending on certain factors, including the quantity and timing of an order.
7. Shipping Costs.
In certain instances, SLV shall pay the shipping costs on domestic shipments of Products (with the exception of the RUSTYTM and ARROCKTM series of bollards), as follows: (a) For orders exceeding $1,500 net, shipped to an address within the 48 contiguous states and D.C. (the “Continental U.S.”), SLV shall pay all shipping costs; (b) For orders exceeding $1,500 net, shipped to a domestic address outside of the Continental U.S., SLV shall pay such portion of the shipping costs that covers transportation to the port located within the Continental U.S. that is closest to the destination address; and (c) For orders that do not exceed $1500 net, SLV will arrange for the shipment of the Products by a third-party carrier at Customer’s expense.
8. Taxes.
All value-added, sales, use and other taxes, license fees, assessments, charges, duties, imposts, fees or any charges imposed on the Products by any governmental entity shall be borne by Customer and shall be added to the Product pricing.
9. IMAP.
Customer is prohibited from advertising, marketing or other- wise promoting any products online at a net price that is less than the Internet Minimum Advertised Price set by SLV for such Product (“IMAP”), or publishing or listing online a net price for any Product that is less than the IMAP. The IMAP shall be set by SLV and may be changed from time to time by SLV, all at SLV’s sole discretion. It is Customer’s obliga- tion to ascertain the then-current IMAP before advertising, marketing or otherwise promoting any Products online or publishing or listing Product pricing online.
10. Passage of Title.
All sales of Products are FOB SLV’s warehouse.
11. Shipment & Delivery Dates.
SLV cannot and does not guarantee shipment or delivery dates. All expressed or implied shipment or delivery dates are estimates only and under no circumstances shall SLV have any liability to Customer for not shipping or delivering any Products by such estimated dates and times.
12. Duty to Inspect upon Delivery.
Customer is required to carefully inspect all Products, before accepting delivery, for any outward indication of damage and/or any discrepancy on the bill of lading or invoice; and all such outward damage or discrepancies must be noted on the carrier’s delivery receipt. Customer is required to carefully inspect all Products, promptly following delivery, for other damages, shortages or discrepancies. Customer shall give SLV written notice within three days of delivery as to any such damages, shortages or discrepancies, or any claim that the Products are damaged or nonconforming. If Customer fails to give such notice within three days of delivery, the Products shall be deemed satisfactory and accepted by Customer, and Customer shall be bound to pay for the same in accordance with the terms set forth herein and shall have no right to thereafter assert any claim against SLV with respect to shortages, damage or non- conforming Products. Customer expressly waives the right to revoke acceptance after expiration of the foregoing three-day inspection period.
13. Cancellations / Modi cations.
(a) Except as forth below, a Purchase Contract may be canceled or modi ed by Customer prior to shipment by providing SLV with a written notice of cancellation or modi cation, as the case may be. However, notwithstanding the foregoing sentence, any Purchase Contracts for special or customized orders or Products, or for which SLV has incurred processing or other costs, may only be canceled by Customer upon its payment of a cancellation fee, in an amount to be determined by SLV.
(b) SLV may cancel any Purchase Contract for any reason. Upon such cancellation, Customer agrees to waive all claims for damages, including, without limitation, any loss of anticipated pro ts.
14. Return Policy.
Products may be returned by Customer to SLV, at Customer’s expense and in a well-padded sturdy carton, within thirty (30) days following the date the Product is delivered to Customer. Before doing so, Customer must contact an authorized SLV customer service representative or the nearest SLV o ce and obtain an SLV return materials authorization (“RMA”), a copy of which must accompany the Products that are returned. Customer assumes full responsibility for any damage incurred by the Product during the return shipping process. After deducting a restocking fee of 25% (higher if the Product is a special or customized order), SLV will refund to Customer the remaining portion of the purchase price which Customer has paid. Under no circumstances will SLV accept the return of any Product more than thirty (30) days after the date of delivery; nor will SLV accept the return of any Product that has been damaged.
15. Warranty and Limitation of Liability.
The Products are covered by SLV’s Limited Warranty, a copy of which is available at www.slvlighting.com. That Limited Warranty provides Customer’s sole and exclusive remedy for any and all claims resulting from or relating to any Product failures.
16. No Set-O .
Customer hereby waives any right of set o , and may not set o , any claim Customer has against SLV or its a liates against any amount due by Customer to SLV or its a liates (includ- ing, without limitation, any amount due under any other Pur- chase Contract or otherwise).
17. Attorney’s Fees.
In the event Customer fails to pay any sums owning to SLV, Customer shall reimburse SLV for all collection costs and expenses, including without limitation reasonable attorney’s fees, litigation and court costs and fees, incurred by SLV in collecting such sums.
18. Entire Agreement.
The terms and conditions set forth herein constitute the entire, nal and complete agreement and understanding of the parties with respect to SLV’s sale of Products to Customer. None of the terms and conditions contained herein may be added to, modified, superseded or otherwise amended, unless such addition, modification or amendment is set forth in writing and signed by a duly authorized representative of SLV.
19. Assignment.
Customer may not assign or delegate any of its rights or obligations hereunder to a third party and any attempt to do so will be voidable by SLV at its sole option. Furthermore, nothing herein, express or implied, is intended to confer on any persons, other than Customer and SLV any right or remedy of any nature.
20. Waiver.
No waiver of any provision hereof by SLV shall be deemed, or shall constitute, a waiver by SLV of any other provision, whether or not similar; nor shall any waiver by SLV constitute a continuing waiver.
21. Force Majeure.
SLV shall have no liability arising out of or in connection with any delay or failure to perform any of its obligations hereunder or any loss or damage incurred by Customer as a result thereof, if such delay or failure is caused, in whole or in part, either directly or indirectly, by act of God, re, war, riot, civil insurrection, accident, embargo, transportation delays, governmental priority, strikes or other labor trouble, discon- tinuance of any Product, decree or order of any court or government, acts of domestic and/or international terrorism or any other occurrence, act, cause or thing beyond the control of SLV , any of which shall, without liability, excuse SLV from performance.
22. Severability.
If any portion hereof is held to be invalid, illegal or unenforce- able, then the other portions hereof shall not be a ected thereby and shall be given full force and effect without regard to the invalid or unenforceable portion.
23. Choice of Law; Forum Selection;
Consent to Jurisdiction.
The T&Cs and all matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects by the laws of the State of Florida (excluding the choice of law rules thereof) in the United States of America. Any action, suit or proceeding arising out of or relating to the T&Cs and/or to the purchase of Products covered by the T&Cs, shall be venued exclusively in the State or Federal courts located within the State of Florida (U.S.A.). Customer hereby irrevocably waives any objection to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum. A nal judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.