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STANDARD TERMS AND CONDITIONS OF SALE UNIVERSAL LIGHT DESIGNS, LLC
TERMS OF SALE: PURCHASE OF ANY PRODUCTS
SOLD BY UNIVERSAL LIGHT DESIGNS, LLC (HEREINAFTER REFERRED TO AS “ULD” OR “UNIVERSAL LIGHT DESIGN”) SHALL BE SUBJECT TO AND EXPRESSLY LIMITED BY THE TERMS AND CONDITIONS CONTAINED HEREIN. NO CHANGES TO, WAIVER OF, OR ADDITION TO ANY OF THESE TERMS AND CONDITIONS SHALL BE EFFECTIVE UNLESS AGREED TO IN WRITING AND SIGNED BY UNIVERSAL LIGHT DESIGNS. BUYER ACKNOWLEDGES AND AGREES THAT THESE TERMS AND CONDITIONS SUPERSEDE THE TERMS AND CONDITIONS OF ANY PURCHASE ORDER OR OTHER DOCUMENTATION USED BY BUYER AND, EXCEPT FOR DELIVERY AND BILLING ADDRESSES, AND QUANTITIES PRICES AND ITEMS ORDERED, ANY CONFLICTING OR ADDITIONAL TERMS ARE VOID AND HAVE NO EFFECT, BUT THAT BUYER MAY PLACE ORDERS BY USE OF PURCHASE ORDERS AND OTHER DOCUMENTATION FOR ITS CONVENIENCE PURPOSES ONLY. NOTWITHSTANDING THE FOREGOING, UNIVERSAL LIGHT DESIGNS RESERVES THE RIGHT AT ANY TIME TO AMEND THESE TERMS AND CONDITIONS, AND BUYER SHALL BE DEEMED TO ACCEPT SUCH AMENDED TERMS AND CONDITIONS BY ORDERING PRODUCTS HEREIN OFFERED AFTER THE DATE OF SUCH AMENDMENT. ADDITIONAL SPECIAL TERMS AND CONDITIONS OF UNIVERSAL LIGHT DESIGNS MAY BE APPLICABLE WITH RESPECT TO CERTAIN PRODUCT.ALL PURCHASE ORDERS OR CONTRACTS MUST BE APPROVED AND ACCEPTED BY
UNIVERSAL LIGHT DESIGNS, LLC.
Minimum Order Quantity: Orders received with a value of less than $400.00 will be subject to a design charge of $150.00.
Prices: All Prices are F.O.B. Universal Light Designs, LLC. All pricing is quoted in writing by Universal Light Designs. All prices are firm for 30 days from the date quoted. Universal Light Designs reserves the right to change the prices and specifications of its products at any time without notice. Products purchased from distributors will be at the prices set by those distributors and subject to the terms and conditions of sale of the distributor.
Tax Information: Any tax, duty, custom or other fee of any nature imposed upon the products, their sale, transportation, delivery, use or consumption shall be paid by Buyer in addition to the price quoted or invoiced. If Universal Light Designs is required to prepay any such tax or fee, Buyer will reimburse Universal Light Designs. Buyer must provide Universal Light Designs with a resale/exemption certificate in order to avoid the withholding of applicable taxes. No refund or adjustment to previously withheld taxes will be made by Universal Light Designs thirty (30) days after the invoice date. Proof of certification should be mailed to: Universal Light Designs, LLC, 25150 Bernwood Drive, Suite 3, Bonita Springs, FL 34135.
Payment: Payment terms are 75% down at the time of acceptance of order by ULD and the remaining 25% (unless
otherwise stated in a quotation or sale acknowledgement provided by Universal Light Designs) plus any additional charges including, but not limited to, taxes, duties, and shipping within 10 days from date of invoice. Credit card
payments will not be accepted without prior approval from Universal Light Designs. Buyer's obligation to pay outstanding invoices and all other amountsis absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at due date are subject to an interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until paid. Any discounts, rebates, administrative fees, credits, or other fees due or owed to Buyer will be applied against delinquent balances before payment or reimbursement is made. If in the judgment of Universal Light Designs, the financial conditions of Buyer at any time after Universal Light Designs delivers acknowledgement of this order and commences manufacturing the subject order hereunder does not justify the terms of payment specified or whenever any other reasonable ground for insecurity occurs with respect to due
performance by Buyer, then Universal Light Designs may require upon due written notice to Buyer, full payment in advance.
If within the period of such notice, Buyer fails or refuses to agree to such accelerated terms of payment, Universal Light Designs may, at its option, without prejudice to other lawful remedies, treat such failure or refusal as a
repudiation of the order or may defer delivery or cancel the order. Any pro-rata payments required hereunder
shall be made as shipments are made.
All billing disputes must be made within six (6) days of the applicable invoice date, or will be deemed to be waived.
Universal Light Designs reserves the right in its sole discretion to require prepayment from any Buyer at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse Universal Light Designs for all costs and expenses it may incur in connection with collection of any amounts owed to Universal Light Designs or enforcement of its rights, including without limitation, reasonable attorneys' fees and expenses, court costs, and cost of collection agencies.
1. Freight charges will be prepaid when orders are shipped via a transportation mode and carrier selected by Universal Light Designs. Unless otherwise stated in an agreement, shipment of Products will be made F.O.B. origin.
2. When expedited delivery, specialized service, or alternate transportation modes are requested, or if requests are inconsistent with efficient distribution practices, an additional charge to cover the premium expense will be added to the invoice. Inside deliveries or multiple deliveries are subject to additional charges based on current common carrier rates or hourly rates.
3. Shipping dates given by ULD are approximate and are based on prompt receipt of all necessary
information regarding the order. ULD will use its best efforts to meet the scheduled date shown on this
acknowledgement, but cannot be held responsible for its failure to do so for caused beyond its reasonable control and in no event shall it be liable for any loss or damage result from its failure to deliver within the time specified
herein. In the event of any delay requested by Buyer or any delay caused by lack of necessary information or
shipping instructions, ULD will store all items ordered at Buyer’s risk and expense, and will invoice Buyer for the full contract price of the product on or after the date on which the same are ready for delivery plus a $100.00 per
day per product. If manufacture is delayed by Buyer, payment shall be made based on the percentage of completion and the contract price.
4. Method and route of shipment will be at the discretion of ULD unless Buyer shall specify otherwise, any additional expense of the method or route of shipment specified by Buyer shall be borne by Buyer. Delivery of
product to a carrier at ULD’s facility or other shipping point shall constitute delivery to Buyer and, regardless of freight payment, title and all risk of loss or damage in transit shall pass to Buyer at that time.
5. Great care is taken in packing ULD’s product. Unless otherwise specified, packing is for normal domestic shipment in enclosed vehicle and/or storage site. ULD cannot be held responsible for damage after having received “in good order” receipts from the transportation company. All claims for loss and damage will be made by ULD on the Buyer’s behalf to the carrier.
6. Claims for shortages or other errors must be made in writing to ULD within thirty (30) days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.
Limited Warranty: Universal Light Designs agrees, subject to the terms of this Limited Warranty, to correct any product defects in material workmanship so that such product conforms to ULD’s written specifications for such product for a period of two (2) years on all single color and dual color light systems carrying the YACHTSIGN® trademark., and for a period of one (1) year on RGB and RGB/W light systems carrying the YACHTSIGN® trademark. This warranty is valid worldwide and for all YACHTSIGN® products for which the power supply lines have been terminated in a dry and air
conditioned area or for which the power supply lines are connected utilizing an IP-67 connection. These two forms of electric connection are a condition for the warranty. Excluded from the warranty are stainless steel faces, painted
faces, stainless steel studs, vinyl films and foils and labor not performed by Universal Light Designs. The warranty extends only for the period of time set forth in this document. The period of two (2) years or one (1) year, as the
case may be, commences from the date of delivery of the original product purchase. There are no warranties which extend beyond the face of the warranty granted above.
UNIVERSAL LIGHT DESIGNS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR WARRANTY COVERS THE ORIGINAL PURCHASER OF A UNIVERSAL LIGHT DESIGNS PRODUCT WHO HAS PROVIDED PROPER
PROOF OF THE ORIGINAL RETAIL PURCHASE.
Warranty Claim: No Product may be returned directly to Universal Light Designs without first contacting ULD either via email: firstname.lastname@example.org or 877.876.6789 or +1.239.992.8194 for international callers. If it is determined that
the Product may be defective, you will be given instructions for Product return. Returns are to be shipped at Buyer’s expense to Universal Light Designs, LLC 25150 Bernwood Drive Suite 3 Bonita Springs, FL 34135 USA in an approved shipping container. Your original box and packaging materials should be kept for storing or shipping your Product. Damage due to insufficient packaging is not covered under this warranty. Return shipping is also at Buyer’s expense.
Free Technical Support: If you experience difficulty during the installation or subsequent use of a ULD product, you may contact ULD's Technical Support department prior to commencing installation ofyour system or at any time thereafter. Universal Light Design also provides free English-language and German-language technical support to its customers worldwide. ULD Technical Support can be contacted directly by calling: +1 239.682.9737 or toll-free at: +1
Limitation of Remedies: Your exclusive remedy for any defective Product is limited to the repair or replacement of the defective Product. ULD may elect which remedy or combination of remedies to provide in its sole discretion. ULD shall have a reasonable time after determining that a defective Product exists to repair or replace a defective Product. ULD's replacement Product under its limited warranty will be manufactured from new and serviceable used parts. ULD's warranty applies to repaired or replaced Products for the balance of the applicable period of the original warranty or ninety days from the date of shipment of a repaired or replaced Product, whichever is longer.
Limitation of Damages: ULD's entire liability for any defective Product shall in no event exceed the purchase price for the defective Product. This limitation applies even if ULD cannot or does not repair or replace any defective Product and your exclusive remedy fails of its essential purpose.
Your Use of the Product:
ULD will have no liability for any Product returned if ULD determines that:
1. The product was stolen from ULD.
2. The asserted defect:
(i) is not present, (ii) cannot reasonably be fixed because of damage occurring when the Product is in the possession of someone other than ULD, or (iii) is attributable to misuse, improper installation, over charging, brute force, alteration (including removing or obliterating labels and opening or removing external covers (unless authorized to do so by Universal Light Designs), accident or mishandling while in the possession of someone other than ULD.
3. The Product was not sold to you as new.
Limitations on Warranty: Universal Light Designs' warranty does not cover Products which have been received improperly packaged, altered, or physically damaged. Products will be inspected upon receipt. Additional examples of the warranty limitations are listed below:
Packaging: Improperly packaged, Non-qualified shipping container
Alterations: Counterfeit label(s), Labels have been switched, Label missing standard printing like capacity, Labels exhibit tampering
Damage: Cracked components or cracked acrylic body, Deep scratches, Punctured or otherwise opened or penetrated acrylic body, Stripped mounting hole threads, Scorched or burned partially or as a whole by fire, Damaged by acid, improper cleaners or other chemicals.
ULD reserves the right to determine whether the terms of the warranty, set out above, have been properly complied with. In the event that the terms are not complied with, ULD shall be under no obligation to honor this warranty.
DISCLAIMERS: THE FOREGOING IS THE COMPLETE WARRANTY FOR ULD PRODUCTS AND SUPERSEDES ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES ARE MADE WITH RESPECT TO ULD PRODUCTS AND ULD EXPRESSLY DISCLAIMS ALLWARRANTIES NOT STATED HEREIN, INCLUDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY THAT MAY EXIST UNDER NATIONAL, STATE, PROVINCIAL OR LOCAL LAW INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE LIMITED TO THE PERIODS OF TIME SET FORTH ABOVE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ULD PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT EQUIPMENT OR FOR APPLICATIONS IN WHICH THE FAILURE OR MALFUNCTION OF THE PRODUCTS WOULD CREATE A SITUATION IN WHICH PERSONAL INJURY OR DEATH IS LIKELY TO OCCUR. ULD SHALL NOT BE LIABLE FOR THE DEATH OF ANY PERSON OR ANY LOSS, INJURY OR DAMAGE TO PERSONS OR PROPERTY BY USE OF PRODUCTS USED IN APPLICATIONS INCLUDING, BUT NOT LIMITED TO, MILITARY OR MILITARY-RELATED EQUIPMENT, TRAFFIC CONTROL EQUIPMENT, DISASTER PREVENTION SYSTEMS AND MEDICAL OR MEDICAL-RELATED EQUIPMENT. IF SUCH USE IS INTENDED, CONTACT ULD FOR COMPONENTS SUITABLE FOR SUCH APPLICATIONS. ULD'S TOTAL LIABILITY UNDER THIS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, IS LIMITED TO REPAIR, REPLACEMENT OR REFUND. REPAIR, REPLACEMENT OR REFUND ARE THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF
WARRANTY OR ANY OTHER LEGAL THEORY.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ULD SHALL NOT BE LIABLE FOR, AND BUYER AND END USE CUSTOMER WAIVE ANY DAMAGES, EXPENSES, LOST DATA, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHETHER OR NOT BASED UPON ULD’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY OR TORT OR ANY OTHER CAUSE OF ACTION ARISING, DIRECTLY OR INDIRECTLY, IN RESPECT TO THE PRODUCT OR SERVICES COVERED HEREUNDER, OR THE USE OR FAILURE THEREOF, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PRODUCTION OR INJURY TO PERSONS OR PROPERTY, ARISING FROM THE PURCHASE, USE OR INABILITY TO USE THE ULD PRODUCT, EVEN IF ULD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME
STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION
Patent Indemnification: ULD, at its own expense, will defend Buyer against any lawsuit in a court of the United States for infringement of a United States patent by regularly available goods purchased from ULD hereunder. ULD's obligation to pay damages and costs finally awarded against Buyer because of that infringement shall not exceed the total purchase price paid by the Buyer for the infringing goods. ULD shall not be obligated to defend Buyer or be liable for costs or damages awarded against Buyer for patent infringement by goods which are supplied to Buyer's specifications or by use of any goods purchased from ULD in connection with any other equipment, method or
process except where such goods are supplied by ULD for use only in such other equipment or method or process. ULD is not liable for any incidental or consequential damages awarded against Buyer. ULD's duties are conditioned upon Buyer giving ULD: immediate written notice of any claim of infringement; a copy of each communication relating to the claimed infringement; and, if it so elects, all authority (including the right to exclusive control of the defense of any such claim), information and assistance necessary to defend or settle such claim. ULD shall not be bound by any settlement made without ULD's prior written consent. In the event that the use of regularly available goods purchased from ULD is enjoined as an infringement, ULD shall, at its option and expense do one of the following:
(1) procure for Buyer the right to continue using such product; or
(2) modify such product (providing such modification does not materially affect performance) so that
they become non-infringing; or
(3) within six (6) months of the shipping date, take back such goods and grant Buyer a credit for then as purchased; or after six (6) months from the shipping date, take back such goods and grant Buyer a credit for them as depreciated. If a suit alleging infringement is filed prior to delivery of the product, ULD may decline delivery of the accused product without being in breach of any agreement and may provide, if possible, fungible product which are non-infringing.
F.O.B. POINT: F.O.B. point is the ULD facility from where the order is shipped. Title and risk of loss shall pass to Buyer at this point. Seller shall procure on Buyer’s behalf and at Buyer’s expense adequate insurance designating ULD as a co-insured for the full replacement value of the order against damage or loss by fire or other casualty until the purchase price has been paid in full.
Federal Regulations of Products: While all products are designed with intent to meet current interpretations of federal laws and regulations, ULD accepts no responsibility for conformance to such laws or regulations or any state or local laws or regulations.
Cancellation: ULD reserves the right to cancel buyer’s order or any part thereof upon written notice to Buyer and the return of the order price for any part of the order not yet completed. Cancellation by the Buyer after placing a
purchase order will cause ULD to stop all work on the project as soon as reasonably possible and the resulting charge rendered in lieu of liquidated damages will be computed at cost of the project at time of stoppage plus 20%,
less the cost of any practical salvage.
UCC Applicability: Except to the extent these terms and conditions are inconsistent therewith, they and any contract
of which they form a part shall be governed by the Florida Uniform Commercial Code. To the extent that there are services to be rendered under these terms and conditions, or under any contract arising therefrom, such services shall be deemed 'goods' within the definition of such Code.
Security Agreement: This order constitutes a Security Agreement under the UCC, and as security for the unpaid portion of the purchase price and all costs and charges hereunder, Buyer grants to ULD a security interest in all
hardware, software and other goods sold hereunder. To perfect, continue or assign said interest, Buyer agrees to execute and deliver to ULD, financing statements and other documents requested by ULD. Buyer also authorizes
ULD to execute and sign Buyer’s name in such financing statements and other documents and to file them to carry out the interest of this provision.
Changes: Buyer may, within a reasonable time after placing the order and prior to shipment thereof, direct changes within the general scope of the order, in any of the following areas:
(i) method of shipment, place of delivery or packing or
(ii) quantities or delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the order, an equitable adjustment shall be made and the order
modified in writing accordingly.
Purchase for Buyer’s Own Use: Buyer shall purchase the products for its own use only, and shall not resell the products to any other party. Buyer represents it has examined the products and that they are acceptable and suitable for its intended purposes.
1 .Any required notices shall be given in writing, in the case of Universal Light Designs, at the address set forth below, and in the case of Buyer, at the address designated on Buyer's purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon personal delivery, overnight delivery or three days following deposit in the mail.
2 .Except as expressly provided herein, no changes or modifications to, or waiver of, any of these terms and conditions shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. Universal Light Designs failure or delay to exercise or enforce any of its rights hereunder shall not constitute or be deemed to be a waiver of such rights or forfeiture of such rights, and Universal Light Designs may, at its option, from time to time, exercise any of its rights or remedies.
3. These Terms bind Buyer and its successors and permitted assigns.
4. Universal Light
Designs will use its reasonable efforts to fill orders, but Universal Light Designs shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Buyer agrees that in such events Universal Light Designs may allocate products among all purchasers as it deems reasonable, without liability. Universal Light Designs reserves the right from time to time to substitute a product with a product that has the same function as such product, or to delete a product.
5. The products are sold subject to Florida law. These terms and any dispute or claim relating to these terms or the sale of products (“Claim”) shall be governed by and construed under Florida law, notwithstanding its law of conflicts of law. If any Claim cannot be settled amicably between the parties, such Claim shall be settled by arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. All arbitration proceedings shall occur in Lee County, Florida.
6. Buyer may not change, adulterate, obscure, remove or deface trademarks, trade names or labels appearing on any Product of Universal Light Designs. Any such action will void the warranty.
7. In all cases, all intellectual property rights in and to, and all technology relating to, the Products supplied to Buyer, their design and all improvements thereto or thereof, whether or not such Product, design or improvement is made pursuant to Buyer's specifications or at Buyer's expense, shall be and remain the exclusive property of Universal Light Designs.
8. Any knowledge or information that Buyer may disclose to Universal Light Designs shall not be deemed to be confidential or proprietary information, and shall be acquired by Universal Light Designs free from any restriction.
9. Suitability: Determination of the suitability of the product described on the document to which these terms and Conditions relate is the sole responsibility of the Buyer, and ULD shall have no responsibility in connection therewith.
10. Any action resulting from the breach on the part of ULD as to product manufactured and/or delivered or services
rendered hereunder must be commenced within one year after the cause of action has accrued.