All estimates, purchase orders, and other contracts for the purchase, sale, supply, and/or delivery (together with any related services) of any good from Lightstyle Automated Systems, Inc. are subject to the following Standard Terms and Conditions of Sale:
- Order and Delivery
1.1. Materials specified are based on Client’s (or its contractor’s) design and specifications. Lightstyle is not responsible for such design and specifications.
1.2. Client is responsible for specifying voltages and finishes in writing prior to release of order.
1.3. Deviations from the materials specified in your order may result in a change order.
1.4. It is the sole responsibility of the Client to review quotations and submittals for potential errors and accuracy. LightStyle will not be held responsible for any omissions or errors in any quotations and/or submittals.
1.5. LightStyle assumes responsibility for quoted prices only; quantities must be verified by Client in writing prior to release of order.
1.6. Unless the cancellation is due to a default by Lightstyle, once an order is placed with and accepted by Lightstyle, the order cannot be cancelled, unless Lightstyle consents in writing, at its sole discretion. If an order is cancelled, Client shall reimburse Lightstyle for any cost it incurs as a result of such cancellation, including but not limited to cancellation or restocking fees, and Lightstyle shall further be entitled to charge a reasonable cancellation fee.
1.7. All alternates & VE packages are subject to review and prior approval of the customer and acceptance is transmitted by means of signed submittals and signed quote.
1.8. Hanger bars, spares, plaster frames, lamps, special mounting, or additional accessories, of any type, are NOT included unless expressly specified in the order.
1.9. The Covid-19 pandemic is impacting many of our supplier partners, and all Lightstyle shipments are being impacted directly or indirectly due to pressures on supply chains. Please consult with your project contact to get updated shipping and lead times time frames from the respective manufacturers, and/or reference the project ship schedule for updates.
1.10. Lead times are approximate estimates only, and delivery dates are approximate based on receipt of all information required for delivery from Client. Delivery, title and risk of loss will pass F.O.B point of shipment to Client and each shipment or delivery shall be considered a separate and independent transaction.
1.11. Certain items are not returnable (including but not limited to any custom fixtures) and no items shall be returnable after thirty (30) days of delivery to Client. Those that can be returned may be subject to restocking fees and return freight charges which shall be the responsibility of Client. For any returnable items, all original packaging must be kept for claim inspection. All unauthorized returns will be sent back to Client at its expense.
1.12. It is Client’s responsibility to inspect all merchandise within two working days of receipt. All damages must be reported in writing by Client to LightStyle within three working days. All original packaging must be kept for claim inspection.
1.13. Client is responsible for installation of products and for wiring of power, and for providing adequate power, communication lines and ventilation of LED, as applicable. A qualified licensed electrician is required for the installation of all merchandise.
- Pricing and Payment
2.1. Quoted pricing is valid for thirty (30) days from date of original quote. Quoted pricing is subject to re-price/change if older than thirty (30) days.
2.2. In consideration of Lightstyle’s execution of the Quote, and agreement to Lightstyle’s standard terms and conditions of sale, the Client is to provide a non-refundable deposit. The non-refundable deposit shall be applied against payment of the goods and services as provided in the Quote. The non-refundable deposit shall be applied against payment of the goods and services as provided in the Quote. The balance of payment will be due prior to shipment of the order, or upon the agreed upon terms established only by a written customer Credit Agreement. Change orders require 100% pre-payment prior to shipment. 100% pre-payment required for all drop-ship orders.
2.3. Unless the cancellation is due to a default by Lightstyle, once an order is placed with and accepted by Lightstyle, the order cannot be cancelled, unless Lightstyle consents in writing, at its sole discretion. The non-refundable deposit shall be deemed to be payment for Lightstyle’s costs, efforts, and lost business opportunities in connection with the Quote, and the transactions contemplated thereby.
2.4. Quotes for manufacturer’s freight charges are good faith estimates only. Manufacturer’s actual freight charges are TBD and billed to Client upon shipment, unless otherwise noted in writing signed by Lightstyle.
2.5. In addition to any price specified by Lightstyle, Client shall pay the gross amount of any present or future sales, use, excise, value-added or other similar tax applicable to the price, sale, or delivery of any product or services furnished hereunder, or to their use by Lightstyle or Client, or Client shall furnish Lightstyle with a tax exemption certificate acceptable to the taxing authorities.
2.6. Orders placed via credit card will incur an additional convenience charge of 3%, regardless of the amount of the charge. Further information on convenient payment processing is available upon request.
2.7. A service charge of 2 1/2% per month, but not to exceed the highest amount allowed by applicable state law, shall be made on all sums due Lightstyle that have not been paid within thirty (30) days from the invoice date, and Client agrees to promptly pay said service charge.
2.8. If Lightstyle commences litigation or employs attorneys to collect payment of any amounts due it from Client or to otherwise enforce Lightstyle’s rights under this contract, Client agrees to pay reasonable attorney’s sums which may be incurred by Lightstyle in connection therewith.
2.9. Liquidated damages and back charges will not be accepted under any pretense. NO exceptions.
- Warranties and Liabilities
3.1. The goods sold by Lightstyle are products of recognized manufacturers sold under their respective brand or trade name in accordance with their terms and conditions. Lightstyle shall use its good faith efforts to obtain from each such manufacturer, in accordance with the manufacturer’s warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that may prove defective. The foregoing shall constitute the exclusive remedy of Client and the sole obligation of Lightstyle. Except as to title, LIGHTSTYLE GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. The goods sold hereunder are for Client’s use only.
3.2. Lightstyle shall not, under any circumstances be liable for any special, direct, indirect, incidental, exemplary, liquidated, or consequential damages to persons or property arising out of or connected with the transactions contemplated hereby or the design, manufacture, subsequent sale or use of the goods. Lightstyle’s maximum cumulative liability relative to all other claims and liabilities, including, without limitation, that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the goods giving rise to the claim of liability.
3.3. Any claim by Client against Lightstyle in any manner related to this agreement and/or the goods sold hereunder, shall be made in writing and delivered to Lightstyle within (30) days after the date of sale or occurrence giving rise to the claim, whichever shall be later; otherwise such claims shall be waived. Each notice of claims shall set forth fully the facts on which the claim is based. Any action based on such claim, or otherwise arising hereunder, must be commenced and prosecuted within two years after the cause of action has accrued.
4.1. Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of goods for a particular purpose Lightstyle does not guarantee compliance or suitability of the goods it sells with any laws, codes or regulations, nor does Lightstyle accept responsibility for construction, installation and/or use of goods.
4.2. Lightstyle will notify Client promptly of any material delay and will specify the revised delivery as soon as practicable. Lightstyle shall not be liable for delays in delivery or performance, or for failure to manufacture, deliver or perform as a result of acts of God, fire, acts of civil or military authority, governmental priorities, strikes or other disturbances, floods, epidemics, war, riots, delays in transportation or car shortages, or inability on account of causes beyond the reasonable control of Lightstyle to obtain necessary materials, components, services or facilities, or any other cause beyond Lightstyle’s reasonable control. In the event of any such delay there will be no termination and the date of delivery or performance shall be extended for a period equal to the time lost by the reason of the delay.
4.3. Any dispute, controversy or claim arising under or in connection with this order shall be settled by mediation, and if not resolved by mediation then by arbitration under the rules of the American Arbitration Association then in effect. There shall be one (1) arbitrator. The place of arbitration shall be San Diego County, California. The award of the arbitrator shall be final and binding upon the parties hereto and shall be delivered in writing signed by the arbitrator to each of the parties hereto. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
4.4. If Client and Lightstyle mutually agree to use an electronic method or system to facilitate purchase and sale transactions, then Client agrees that it will not contest: (i) any contract of sale resulting from such electronic means of data exchange under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of electronic records in any court or similar proceeding, under any theory, on the basis that such records were not originated or maintained in documentary form.
4.5. These standard terms and conditions of Lightstyle shall apply to any sale made to Client, may only be modified by the express agreement of Lightstyle and shall be deemed to be incorporated in any subsequent documentation of sale. Any terms and provisions of Client’s order which are inconsistent with or in addition to those set forth herein, shall not be binding on LightStyle and shall not be considered applicable to the sale or shipment of the merchandise.
4.6. The validity, performance and all matters relating to the interpretation and effect of this agreement or any amendment hereto shall be governed by the Uniform Commercial Code as in effect in the state in which Seller’s place of business is located.