These Terms and Conditions of Sale (“Agreement”) are provided by E2 Lighting International (“E2 Lighting”),its customers and prospective clientele (“Buyer”). Unless otherwise specified in writing the provisions hereunder shall apply to any and all orders and purchases as made by Buyer.
1. Acceptance of Orders
1.1 Definition E2 Lighitng acceptance of orders and offers of sale are subject to and expressly conditioned upon the Buyer’s acceptance of the Terms and Conditions as outlined in this Agreement. Under no circumstance through E2 Lighting’s acceptance of order, or Buyer’s acceptance of E2 Lighitng’s offer to sell shall the Terms and Conditions be any different than those outlined in this Agreement unless otherwise previously expressed in writing and willingly executed by both parties.
1.2 Proposed Terms and Conditions In case of E2 Lighting, commencement of production or shipment of order to Buyer does not constitute acceptance of any of Buyer’s proposed terms and conditions which are different than those outlined in this Agreement. In case of Buyer, acceptance of products or services by E2 lighting as pursuant hereto shall be deemed as acceptance to the Terms and Conditions of this Agreement.
2. Pricing
2.1 Definition All prices shall be based off of E2 Lighitng’s price sheet, which must be obtained directly from a representative of E2 Lighting, at time of order.
2.2 Exclusions The prices stated in this Agreement and all forthcoming price sheets do not include shipping, transportation and insurance costs; any use, excise, state, or duty taxes; and assessments as imposed by jurisdiction.
2.3 Shipping All applicable shipping costs shall be borne by Buyer.
2.4 Taxes All applicable taxes and duties, including customs and assessments as imposed by jurisdiction, shall be borne by Buyer.
2.5 Insurance Buyer is solely responsible for the selection of insurance coverage during shipment. E2 Lighting is indemnified from any damage or loss incurred from shipment of product beginning when the Products are removed from E2 Lighting’s property.
2.6 Reimbursement Any amounts paid by E2 Lighting which are the responsibility of Buyer shall be invoiced by E2 Lighting to Buyer and reimbursed by Buyer to E2 Lighting.
2.7 Errors All prices and other terms are subject to correction for typographical and clerical
errors.
2.8 Pricing Changes E2 Lighting’s price list is subject to change and may be done at any time with thirty (30) days prior written notice to Buyer. Any such changes shall take effect on orders placed after this thirty (30) day period.
3. Terms of Payment
3.1 Currency All payments and invoicing shall be in US dollars.
3.2 Terms Buyer shall pay a 50% deposit at the time of order to Light. Until this deposit is received by E2 Lighting, commencement on production shall not begin. The remaining 50% is due prior to shipment to E2 Lighting. E2 Lighting shall not release the Products without receipt of payment from Buyer in full
3.3 Payment Delays: In the event of a delay in payment Light reserves the right to hold Buyer’s orders until the balance has been resolved.
3.4 Exceptions: E2 Lighting, in its sole discretion, may elect to extend credit to Buyer at terms and
interest rates set by Light.
4. Delivery, Title and Risk of Loss
4.1 Definition: Delivery is deemed to have taken place once the products have left E2 Lighting’s manufacturing facility and delivered to the transportation company.
4.2 Unless otherwise specified in writing by E2 Lighting, all orders and products shall be shipped from E2 Lighting’s manufacturing facility or inventory/distribution hubs to the location designated by the Buyer.
4.3 Costs: Unless otherwise specified and agreed to in writing by Light, all transportation charges and expenses, including insurance charges against lost and damaged-in-transit goods, shall be borne by the Buyer.
4.4 Insurance: At the Buyer’s written request, E2 Lighitng may obtain Insurance on the shipment of Products on the Buyer’s behalf and the expense shall be borne by the Buyer.
4.5 Indemnity: All risk of loss and/or damage to the Products shall pass to the Buyer upon Light’s delivery of the Products to the transportation company. Any damage, confiscation, or loss does not release Buyer from its liability to E2 Lighting. E2 Lighting is under no obligation to reimburse Buyer or replace Products that have been lost, confiscated or
damaged during shipment.
5. Performance
5.1 Definition: For the purposes of this agreement “Performance” shall include all fabrication, assembly, shipment, delivery, installation, testing and warranty repair as applicable without limitation.
5.2 Effort: E2 Lighting shall make a reasonable effort to observe the dates specified herein or later
dates as agreed to by Buyer and E2 Lighting for the delivery of Products.
5.3 Liability: E2 Lighting shall not be liable for any delay in delivery or failure to perform due to acceptance of prior orders, fire, act of God, war, or delays caused by subcontractors or by suppliers or by Buyer, compliance with any state, federal or international law or regulation, order or direction, or due to any circumstance beyond its reasonable control.
5.4 Indemnity and Termination: Buyer agrees that any delay or failure to perform any part of this Agreement arising from the liabilities listed in 5.3 hereinabove shall not be grounds for Buyer to terminate or refuse acceptance of order and no penalty of any kind shall be issued to E2 Lighting; provided, however, that if the delay or failure extends beyond
three (3) months either party may terminate this Agreement in writing with no further liability.
6. Acceptance
6.1 Definition: All Products delivered are deemed as accepted by Buyer and conformity to the provisions held here within this Agreement; Buyer shall have no right to revoke acceptance.
7. Default and Termination
7.1 Default Buyer is deemed to have defaulted if Buyer fails to pay any sums due under this Agreement, cancels, or attempts to cancel this Agreement prior to delivery or refuses delivery of the Products.
7.2 Penalty: If Buyer is deemed to have defaulted in accordance with 7.2 hereinabove, E2 Lighting may, with written notice, suspend its performance and/or withhold shipments.
8. Patents and Intellectual Property Rights
8.1 Licensing: The sale of the Products as pertaining to this Agreement does not convey, expressed or implied, any rights or licensing of any patent, trademark, or other right controlled or owned by E2 Lighting. All rights under any such patent, trademark or other right are reserved by E2 Lighting. Buyer agrees not to infringe, directly or indirectly, upon these
rights, patents and trademarks of E2 Lighting.
8.2 Litigation: Buyer is obligated to alert E2 Lighting of any infringement of patent or intellectual property rights related to E2 Lighting’s specifications. E2 Lighting shall defend any and all suits or proceedings pertaining to patent and/or intellectual property infringement. E2 Lighting is under no obligation to divulge any settlement to Buyer.
8.3 Liability: E2 Lighting is not liable and shall be held harmless against any expense, costs, or damages resulting from any claimed infringement of patents, trademarks, or other intellectual property rights arising from products created to Buyer’s design, specification or instruction.
9. Limited Warranty
9.1 Definition: E2 Lighting warrants that the Products purchased shall perform as according to the individual warranties and limitations of each product at time of purchase.
9.2 Limitation: Through acceptance of this Agreement Buyer assesses that it has reviewed the warranties at time of purchase and these warranties are accepted in lieu of any and all other warranties, expressed or implied, without limitation.
10. Limitation of Liability and Claims
10.1 Definition: E2 Lighting’s aggregate liability in damages or otherwise shall in no event exceed the amount, if any, received by E2 Lighting in the order under claim. E2 Lighting shall in no instance be liable for any incidental, consequential or special loss or damage however it may be caused. No action of any kind may be brought against E2 Lighting by Buyer more than six (6) months after the cause of action occurred.
11. Miscellaneous
11.1 Export Control: E2 Lighting’s exportation of the Products may be subject to United States and/or international laws and regulations regarding the export of certain products and the export of such products to certain countries. E2 Lighting shall not be obligated under these Terms and Conditions of Sale to export, transfer or deliver the products to Buyer if prohibited by any applicable law or until proper governmental authorization has been obtained. E2 Lighting is not liable for any expense, damage, or delay resulting from these laws or failure to obtain authorization.
11.2 Government Regulations: Should the products purchased from E2 Lighting be used in a government contract or subcontract, no such government requirements shall be binding upon E2 Lighting unless specifically specified in writing.
11.3 Entire Agreement, Waive, and Amendment: This Agreement contains the entire understanding between the parties and supersedes any prior understandings or written or oral agreements between said parties respecting the subject matter hereof.
11.4 Unenforceability: The provisions of this Agreement shall be severable, and if any provisions shall be held unenforceable by a judicial decision directly binding upon any of the parties hereto, the remaining provisions shall remain in full force and effect.
11.5 Assignment: Buyer shall not assign or transfer any rights or claims under this Agreement. Any assignment shall be void. This Agreement shall be binding upon and shall inure to the benefit of the successors of Light.
11.6 Applicable Law: This Agreement shall be governed and construed under the laws of the State of Nevada and shall take effect as a sealed instrument.