SALES
AGREEMENT/TERMS AND CONDITIONS
DEFINITIONS
"The Company" means
ACE LIGHTING DIRECT LLC. any subsidiary or associated company of ACE LIGHTING
DIRECT LLC
""The Customer" means the person, firm or other entity which contracts with the
Company for title purchase of Goods.
""The Goods" means
products of any kind manufactured or sold by the Company
"Contract"
means the contract for
the purchase and sale of the Goods
1.
GENERAL
These
Terms and Conditions apply to the sale of Goods by the Company and no
variation, modification or substitution of these Terms and Conditions (even
though included in or referred to in the document placing the order) shall be
binding on the Company unless specifically accepted by the Company in writing.
2.
DESCRIPTIONS, ILLUSTRATIONS AND DIMENSIONS
The Customer shall be
responsible for ensuring the accuracy of the Terms of any order submitted.
All
the illustrations and information concerning dimensions, color, finish etc. are
for guidance only and are subject to variation due to changes in production
processes. While the Company makes every effort to ensure the accuracy of the
information contained in its literature, the Company shall not be liable for
the consequences of any error or omission in the descriptions, illustrations,
dimensions or other information in the correspondence, catalogues and any other
literature supplied by the Company. However, as our policy is one of continual
improvement we reserve the right to alter specifications of any Goods without
notice. All descriptions, illustrations, etc. in this brochure shall not form
part of any Contract of purchase and sale
with the Company.
3.
PRICE
All
prices are shown in USD. FOB shipping point and are subject to change without
prior notice. (FOB shipping point the risk and responsibility of the Goods
passes to the buyer at the shipping point).
4.
SHIPPING
COSTS
Shipments
will be made by common carrier at the Customer's cost and risk. Call for
standard shipping rate details. Special shipment requests such as next day air,
etc. will be accommodated in the best way possible, with the Customer paying
for all charges.
All
freight claims for damages, breakages, or shortages whether obvious or
concealed must be filed with the carrier immediately. Shortage claims must be
submitted to the Company within 7 days. The Company will not honor any claims
beyond that.
Shipments with a net invoice value of $1000 or more (before taxes) will be
freight prepaid using the Company’s standard shipping method within the USA.
5.
TAXES AND
SPECIAL FEES
Any
sales use or other tax that may be imposed upon the sale or use of Goods or any
special fees required to complete the sale will be in addition to the quoted prices
and will be paid by the Customer.
6.
PAYMENT
The
time of payment shall be the essence of the Contract. The Customer shall make
payment according to the payment Terms agreed in writing with the Company.
7.
DELIVERY
Delivery
dates are approximate and based on Conditions at the time of acceptance of the order.
The Customer shall be bound to accept the Goods when they are ready for
delivery and delivery shall be deemed to take place when the Goods are
delivered to the Customer at the nominated address or to a nominated carrier as
the case may be. At the time the order is placed, we will do our best to ship
it complete. If we are temporarily out of stock, we will automatically back
order unless a written cancellation is received. If for any reason the Customer
cannot accept delivery of the Goods at the time when the Goods are due and
ready for delivery, the Company may either elect to store the Goods pending
their actual delivery and the Customer shall be liable to the Company for the
cost (including insurance) of their so doing (however, the Company shall be under
no obligation to insure the Goods in storage and the risk of any loss or damage
to the Goods however arising shall be borne by the Customer) or sell the Goods
at the best price readily obtainable and (after deducting all reasonable
storage and selling expenses) account to the Customer for the excess over the relevant invoice price,
or charge the Customer for any shortfall below the relevant invoice price.
The
Company will make every effort to deliver the Goods when indicated but shall
not be liable for any loss or damage for delay in delivery or failure to
deliver due to causes beyond its reasonable control. Should a delay occur, the Company
may reasonably extend delivery or production schedules, or at its option cancel
the order in whole or part without liability other than to return any unearned
deposits or prepayments.
8.
TITLE
Title
to the Goods shall not pass to the Customer until the Company has received in
cash or cleared funds payment in full of the invoice together with any interest
and or delivery charges in addition to the payment of all other outstanding
sums.
Where
the Goods are in the Customer's possession, the Customer shall keep them
separately from all other Goods in its possession in such a way that they are
immediately identifiable as the Company's property. At any time before payment
in full of all sums due from the Customer to the Company, the Company may by
notice in writing to the Customer, determine the Customer's right to sell the Goods
and if the Customer is in possession of the Goods the Customer shall there upon
return them to the Company free of charge and shall in any event cease to be in
possession of them with its consent.
In placing an order the Customer irrevocably
authorizes the Company to enter upon its premises for the purposes of
repossessing the Goods in respect of which title has not yet passed to the
Customer.
9.
RETURNS
Goods
will not be accepted back for credit unless written approval has been obtained.
All returns must be marked with a returns authorization number and a copy of
the original invoice to ensure proper credit to the Customers’ account. Only
current items in original cartons and standard package quantities are subject
to return.
A
30% handling charge subject to a minimum of $50.00 may be levied on all fault
free Goods returned at the Customer's request.
Excluding
Goods retained as above, the Company reserves the right to replace any Goods
returned for credit and where no fault has been found with the Goods the
Company will be entitled to levy an additional $50.00 handling charge.
10.
WARRANTY
The
Company guarantees at its entire discretion either to replace or repair any of
the Goods which within the guarantee period are shown to its satisfaction to be
defective through faulty material or workmanship alone, provided that no
attempt has been made by the Customer or a third party to rectify, dismantle or
alter the Goods in any way and the faulty unit is returned to the Company.
The
Guarantee period for any Goods is as specified in the Company's catalogue
current at the time of acceptance of the Customer's order and commences on
delivery of the Goods.
All
Terms, Conditions, warranties, or representations whether express or implied,
as to description, condition, quality or fitness for purpose of any of the
Goods are hereby excluded.
So
far as permitted by statute, the Company shall not be liable for loss or damage
whether direct or consequential and whether suffered by or occasioned to the
Customer, its employees or agents, or lo any third party.
For
the avoidance of doubt, the Company does not accept responsibility for any
installation costs associated with replacement of a faulty unit.
The
installation of the Goods should only be carried out by a competent person in
accordance with the instructions supplied with the Goods and relevant US
standards. The Company will not be held responsible for failure of any Goods
due to installation in an improper environment, installation not in accordance
with relevant regulations, improper working practice, misuse, negligent storage,
or accidental damage. All the Goods incorporating electronic components are
protected against damage which may result from transient voltages on the mains
supply. The level of protection incorporated is generally more than the minimum
level specified in the current international standards. It is the installer's
responsibility to ensure that electronic equipment is not subjected to
transients or power spikes above the international immunity standards. The
Company does not take responsibility for damage to any Goods caused by
excessive mains transients or power spikes.
11.
AGREEMENT
This
agreement is intended by the parties as the final expression of their agreement
and is intended as complete. Any subsequent modification or amendment may be
made only in writing and signed by both parties.