General Terms and Conditions of Sale
These General Terms and Conditions of Sale (these “Terms and Conditions”) apply to all contracts of sale of products known as “Products” hereafter, between LED Source, L.L.C., a Florida limited liability company (“LED Source”) and the customer or dealer (“Customer”). LED Source and Customer are sometimes referred to herein individually as a “Party” and together the “Parties.” Customer’s delivery of a Purchase Order or acceptance of any Products shall constitute acceptance of these Terms and Conditions along with any terms and conditions that a manufacturer requires LED Source to incorporate into a sale of Products. LED Source expressly rejects any terms and conditions submitted by Customer which are inconsistent with or in addition to the terms and conditions contained herein. No departure from these Terms and Conditions shall be binding unless agreed upon in writing between LED Source and Customer.
LED SOURCE RESERVES THE RIGHT TO AMEND, ALTER, MODIFY, OR REVOKE THESE TERMS AND CONDITIONS.
Estimates and Orders
Written estimates (“Estimates” or “Estimate”) issued by LED Source shall remain open for acceptance by Customer for a period of thirty (30) days from the date stated therein. If a Estimate is not accepted by Customer through the delivery of a purchase order (“Purchase Order”) to LED Source within such period, the Estimate will be deemed canceled. Upon delivery of a Purchase Order to LED Source incorporating the pricing information, terms and conditions set forth in the Estimate, Customer shall be bound to the terms contained in such Estimate and Purchase Order unless LED Source provides written notice to Customer within fifteen (15) business days of receipt of the Purchase Order that the same has been rejected. At LED Source’s option, written Estimates and Purchase Orders may be delivered by facsimile, electronic mail or by hand.
Notwithstanding the foregoing, LED Source will issue a Sales Order Confirmation (“Sales Order”) and if the terms relating to delivery time, quantity, price, payment terms, delivery clause or any other matter stated in such Sales Order vary from those contained in the Estimate or Customer’s Purchase Order and Customer does not wish to accept such variations, it must notify LED Source to that effect in writing within twenty-four (24) hours after the date of the Sales Order, failing which the Customer shall be deemed to have accepted the terms and conditions set out in the Sales Order, which shall constitute a binding commitment between the Parties.
Orders can be phoned in to (561) 273-1000 between 9AM and 6PM ET from Monday to Friday, or faxed to (561) 273-1004. When faxing orders please include account number, ship-to location, phone number, name of person placing order, quantities and descriptions of Products. Orders may also be placed via email@example.com.
Pricing and Payment
All prices and specifications represent those in effect at the time of quotation. Items may be withdrawn from sale at any time. Due to demand and production schedules, some Products may not always be available.
Unless otherwise stated in the LED Source Sales Order, all prices exclude any and all sales, use, excise, value added or other taxes and duties imposed by any governmental authority. The rate of any taxes or duties will be those applicable at the time of invoicing. All such taxes and duties shall be for Customer’s account. If any tax exemption certificate provided by Customer to LED Source is not recognized by the taxing authority involved, Customer shall promptly reimburse LED Source for any taxes, interest, fines and penalties that LED Source may be required to pay.
The purchase price shall be payable pursuant to the agreed payment terms. Where no payment terms have been agreed, payment shall be prepaid in full.
In the event that the Customer should remain in arrears with payments to LED Source under a contract of sale for any reason for ten (10) business days or more, LED Source shall be entitled to:
(i) Terminate the contract of sale and/or any contracts of sale for future delivery and demand immediate return of all goods delivered to the Customer at the Customer’s expense;
(ii) Suspend delivery of the contract of sale and/or any contracts for future delivery;
(iii) Keep any Customer property in LED Source possession as a lien;
(iv) Claim interest at the rate of two percent (2%) per month or any part thereof, minimum twenty-five dollars ($25), as from the due date and until payment is made in full, including interest.
LED Source may inform the Customer of its decision to assert any of the above rights in writing, but shall not be required to give any notice.
The Customer agrees to pay a twenty-five dollars ($25) service fee per returned check for any reason by Customer’s bank.
In the event that this account is placed in the hands of an attorney for collection, Customer agrees to pay all fees, expenses and costs of collection incurred by LED Source, including reasonable attorneys’ fees.
The Customer may make payment by company check (personal checks not accepted), or Visa, MasterCard and American Express. All checks are made payable to LED Source, LLC.
Customers wishing to obtain credit must complete a credit application and have a valid business license, federal resale tax ID, business phone listing verifiable through directory assistance and proof of liability insurance. LED Source reserves the right to refuse credit to Customers that do not meet these requirements or if credit application has been denied. Customers wanting to apply for credit terms, please email firstname.lastname@example.org. LED Source W-9 form can be requested by sending an email to email@example.com.
Unless otherwise stated herein or approved by LED Source in advance, all shipments are F.O.B. LED Source warehouse or other shipping point, freight prepaid by Customer. Upon request, shipments may be made on a freight collect bill of lading.
All shipping, insurance, duty and freight handling charges are the responsibility of the Customer and are not included in the purchase price. LED Source will provide shipping costs, for the Customer’s convenience, and will add those costs to the Sales Order. In all cases, LED Source will ask for insurance on shipments (unless told otherwise) but does not accept responsibility for the shipment. In the case of any damage or loss during shipment, it is the Customer’s responsibility to notify the driver upon delivery, and file a claim directly with the shipping company. LED Source will not accept any return of goods damaged during shipping. LED Source cannot be held responsible for any delay in shipping or availability.
In all cases, LED Source reserves the right of choice of carrier and routing. Additional costs incurred using a customer-specified carrier or routing will be charged to the Customer.
The Customer must examine all goods delivered for the purpose of ascertaining whether they are in conformity with the contract of sale. The Customer shall be deemed to have accepted any non-conforming goods discovered or that ought to have discovered, if Customer does not notify LED Source in writing of the delivery of non-conforming goods within twenty-four (24) hours after delivery of such goods.
LED Source does not, by virtue of this Agreement, grant Customer the right to use any of LED Source’s trademarks, copyrights or intellectual property. Unless Customer is a separately licensed franchisee of LED Source’s affiliate, Customer will not represent to anyone that it is authorized by LED Source to be a reseller of the Products.
LED Source is not liable for loss or damage to unauthorized Product returns.
All orders are carefully packaged, double checked and shipped in good condition. Any shipment discrepancies must be reported within twenty-four (24) hours of delivery date. Any refused shipments or order discrepancies will be charged a twenty-five percent (25%) restocking fee plus all shipping costs.
To obtain approval on returning Products, the Customer must contact and obtain approval for return from LED Source’s Customer Service staff or email Customer Service at firstname.lastname@example.org. If LED Source approves a return, Customer will be supplied with the following:
A Return Material Authorization (RMA) number,
A copy of the authorized RMA form
Detailed return instructions
NO PRODUCT RETURNS WILL BE ACCEPTED BY LED SOURCE IF NOT ACCOMPANIED BY A VALID RMA NUMBER. Products without a RMA number will either be refused or returned to Customer at Customer’s expense. LED Source is not liable for loss or damage to unauthorized Products returns. Except for issues covered under the manufacturer’s warranty, all RMA requests must be made within thirty (30) days of the invoice date to be eligible to receive credit. Once issued, RMA numbers are valid for 30 days. Returns received after thirty (30) days will be refused. Customer is responsible for all return freight charges, including taxes, customs and duties if applicable. Do not write addresses, RMA numbers, etc. on the outside of the manufacturer’s boxes.
Products returned in original condition will be charged a twenty-five percent (25%) restocking fee. Any Products returned with marked box, or original manufacturer’s carton is damaged or missing, missing components, (e.g. cables, manuals, etc.), or other damage, will be refused.
DEFECTIVE/DOA RETURNS. At LED Source’s sole option, LED Source may replace defective or dead on arrival (DOA) Products with like Products or issue a refund. LED Source will provide credit on Defective/DOA Products if LED Source determines that, in its sole discretion, no suitable repair or replacement is available. Customer is responsible for the removal (un-installation), packaging and shipment of such defective or DOA Products to LED Source. In the event LED Source elects to replace such defective or DOA Products, LED Source will pay standard UPS ground shipping charges for the replacement Products to be shipped to Customer. For purposes of clarity, LED Source will not reimburse or pay for labor or other costs associated with removal of the Products, even if the Products are ultimately deemed to be defective or DOA.
Returned Products will be tested upon arrival at LED Source according to LED Source’s then current DOA Product testing policies. Any Product that is determined by LED Source to be non-defective will be returned to Customer, at Customer’s expense, and a testing fee of a minimum of ten percent (10%) of the Products value will be assessed.
ALL OTHER AUTHORIZED RETURNS. Returns authorized by LED Source for reasons other than Defective/DOA will be subject to a twenty-five percent (25%) restocking fee and Customer will pay all transportation costs associated with the return, including taxes, customs and duties, if applicable. Special order Products will not be returnable once shipped from the manufacturer, and all special order Products will be noted as such at the time of order.
Products will not be approved for return or credit under the following conditions:
The Products have been altered.
The Products were not installed or maintained in accordance with manufacture’s specifications.
The Products were subject to unusual physical or electrical stress, misuse, or negligence.
The Products defect was not related to any manufacturing functionality, for example, third-party modifications.
The Products damage caused after receipt of Products by Customer.
The Products were a special order and not a standard stock item.
Disclaimer of Warranty and Limitation of Liabilities
LED SOURCE, BEING NEITHER THE DESIGNER NOR THE MANUFACTURER OF THE PRODUCTS, MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND CONCERNING ANY PRODUCTS SOLD HEREUNDER TO CUSTOMER, WHETHER EXPRESS, IMPLIED OR STATUTORY.
LED SOURCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW AND BY THE MANUFACTURER(S), LED SOURCE EXTENDS TO CUSTOMER THE MANUFACTURER’S WARRANTY GIVEN TO LED SOURCE BY THE MANUFACTURER(S) OF THE PRODUCTS, BUT LED SOURCE DOES NOT GUARANTEE THOSE WARRANTIES. CUSTOMER ACKNOWLEDGES THAT IN NO EVENT SHALL LED SOURCE ASSUME THE LIABILITY OF THE MANUFACTURER(S) IN THE EVENT THAT THE MANUFACTURER(S) DECLINES, REFUSES OR FAILS TO HONOR ITS WARRANTY.
CLAIMS UNDER ANY MANUFACTURER’S WARRANTY SHALL BE MADE IN ACCORDANCE WITH THE MANUFACTURER’S REQUIREMENTS REGARDING THE RETURN, REPAIR, OR REPLACEMENT OF THE PRODUCTS.
LED SOURCE’S LIABILITY SHALL BE LIMITED TO REPLACEMENT OF PRODUCTS, OR, IF CIRCUMSTANCES WOULD CAUSE THIS REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE, REFUND OF THE COST OF SUCH PRODUCTS TO THE CUSTOMER, IN EITHER EVENT UPON THE PERMITTED RETURN OF ANY SUCH PRODUCTS, AND ONLY IN THE EVENT THAT THE REPLACEMENT OR REFUND OF THE COST OF SUCH PRODUCT IS REQUIRED DUE TO THE NEGLIGENCE OR OTHER FAULT OF LED SOURCE. LED SOURCE SHALL NOT BE REQUIRED TO REPLACE OR REFUND THE COST OF PRODUCTS RETURNED DUE TO DEFECTS IN DESIGN, MANUFACTURING OR THIRD-PARTY MARKETING, REGARDLESS OF WHETHER THE DESIGNER, MANUFACTURER OR OTHER THIRD PARTY HONORS ITS WARRANTY. IN NO EVENT SHALL LED SOURCE’S TOTAL LIABILITY UNDER ANY CAUSE OF ACTION EXCEED THE AMOUNTS RECEIVED BY LED SOURCE FROM CUSTOMER IN THE SPECIFIC TRANSACTION GIVING RISE TO THE LIABILITY. NOTWITHSTANDING THE ABOVE, IN THE EVENT THAT A MANUFACTURER DECLINES TO HONOR, REFUSES TO ACKNOWLEDGE, OR OTHERWISE LIMITS THE BENEFITS OF ITS WARRANTY FOR ANY PRODUCTS, LED SOURCE’S LIABILITY TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT OF RELIEF, COMPENSATION OR OTHER CONSIDERATION, IF ANY, OFFERED BY THE MANUFACTURER TO LED SOURCE AND/OR CUSTOMER FOR THE PRODUCTS AT ISSUE, WITHOUT CONSIDERATION FOR THE PRICE CUSTOMER PAID TO LED SOURCE FOR SAID PRODUCTS. THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE WITH RESPECT TO LED SOURCE.
[AS-IS SALES- ALL PRODUCTS PURCHASED FROM LED SOURCE THAT ARE LABELED “AS-IS” ARE SOLD TO CUSTOMER WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHETHER EXPRESS, IMPLIED OR STATUTORY. CUSTOMER ACKNOWLEDGES THAT “AS-IS” PRODUCTS MAY OR MAY NOT HAVE SOME REMAINING MANUFACTURER’S WARRANTY, HOWEVER CUSTOMER AGREES THAT LED SOURCE MAKES NO REPRESENTATIONS AS TO WHETHER SUCH MANUFACTURER’S WARRANTY EXISTS. ALL “AS-IS” SALES ARE FINAL AND NO REFUNDS WILL BE PROVIDED, EXCEPT THAT LED SOURCE WILL PROVIDE A MERCHANDISE CREDIT FOR ANY “AS-IS” PRODUCTS WHICH ARE DOA, PROVIDED THAT CUSTOMER REPORTS SUCH DOA “AS-IS” PRODUCTS TO LED SOURCE WITHIN FOURTEEN (14) DAYS OF DELIVERY AND FOLLOWS LED SOURCE’S RMA PROCESS AS SET FORTH ABOVE. CUSTOMER MUST RETURN ALL DOA PRODUCTS TO LED SOURCE AT CUSTOMER’S EXPENSE FOR EVALUATION PRIOR TO THE ISSUANCE OF ANY MERCHANDISE CREDIT.]
IN NO EVENT SHALL LED SOURCE BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR EXEMPLARY DAMAGES IN CONNECTION WITH THE PRODUCTS SOLD TO THE CUSTOMER, REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF THE NEGLIGENCE OR OTHER FAULT OF LED SOURCE OR THE PRODUCT’S MANUFACTURER, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION AND WHETHER SUCH DAMAGE RESULTED FROM: (1) RELIANCE ON THE MATERIALS OR PRODUCTS PRESENTED; (2) LOSS OF USE, DATA OR PROFITS; (3) DELAYS OR BUSINESS INTERRUPTIONS; AND (4) ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT LED SOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Florida. The Parties will submit to the exclusive jurisdiction of the state courts and federal courts located in Florida and agree that proper venue for any suit or action arising out of these General Terms and Conditions shall be in Broward County, Florida.
If any provision or portion of a provision of these Terms and Conditions is held invalid or unenforceable, the remainder of these Terms and Conditions shall not be affected and the remaining terms will continue in full force and effect and be binding on the parties.
The headings used in these Terms and Conditions are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. All defined terms in these Terms and Conditions shall be deemed to refer to the masculine, feminine, neuter, singular, plural, in each instance, as the particular facts require.
The failure of LED Source at any time to enforce any of the provisions of these Standard Terms or Conditions or any right hereunder, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of these Terms and Conditions. The failure of LED Source to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other right under these Terms and Conditions in the future.
LED Source shall not be liable for loss, damage, detention, or delay, and LED Source’s lack of performance will be excused, due to causes beyond LED Sources’ reasonable control. In the event of delay in performance due to any such cause, the time of performance shall be extended for a period of time equal to the period of the delay.
Customer shall not set off against any amounts due LED Source for amounts claimed by Customer against LED Source for any reason whatsoever.
Customer understands and acknowledges that LED Source is not a manufacturer of any Products sold under these Terms and Conditions.
Customer acknowledges that Customer, if a person, is at least eighteen (18) years of age. If Customer is a person purchasing on behalf of any legal entity, Customer represents and warrants that it has requisite legal authority to do so and that all Terms and Conditions apply to such entity.