These terms and conditions of GENLED Brands are the only terms which govern the sale of GENLED Brands products and comprise the entire agreement between GENLED Brands and a purchaser of its products, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These terms and conditions are not subject to modification.
PRICES AND QUOTATIONS
A. The prices shown in GENLED Brands price list or in any order acknowledgment are prices prevailing at the present time. GENLED Brands reserves the right to change such prices at any future date. Unless otherwise provided in writing, orders will be billed at prices prevailing at time of shipment.
B. Unless otherwise stated in the quotation, prices issued by a written standard quotation are firm for 30 days from date of quotation. Purchase orders received and acknowledged within this 30-day period will be price protected for shipment within 90 days from the date of the order.
C. Prices issued by a written non-standard quotation authorized by GENLED Brands may offer price protection for a different period.
D. Additions to orders already processed shall be considered separate orders and shall be priced accordingly.
E. All prices are subject to additional federal, city and state taxes, if applicable, unless appropriate exemption certificate is on file at GENLED Brands corporate office.
F. Possession of a price list is not in itself an offer to sell.
G. All prices are F.O.B. GENLED Brands shipping point, and do not include any taxes, export and customs fees, duties, or other charges.
H. Budget estimates and other preliminary pricing information do not constitute an offer nor impose any responsibility or liability on GENLED Brands.
I. Quotations are per GENLED Brands Bill of Materials only.
PURCHASE ORDERS
A. To assure expeditious handling, GENLED Brands orders must be separately written on appropriate order forms.
B. The receipt of a buyers’ purchase order does not imply acceptance of all the terms and conditions of buyers’ purchase order. The acceptance of Buyers’ order is expressly made conditional upon buyers’ assent to the Terms and Conditions stated herein and in GENLED Brands’ printed acknowledgment (if issued) and/or stated on the invoice. GENLED Brands’ sale of merchandise covered by its price list shall only be upon GENLED Brands’ Terms and Conditions. In the absence of any written notification to the contrary, and by virtue of the issuance of a purchase order, Buyer shall be deemed to have accepted the terms and conditions as stated herein and in GENLED Brands’ acknowledgment (if issued) and/or on the invoice. GENLED Brands’ failure to object to provisions contained in the Buyers’ forms shall not be deemed a waiver of the provisions in GENLED Brands’ Terms and Conditions. Fulfillment of a buyer’s order does not constitute acceptance of any of such buyer’s terms and conditions and does not serve to modify or amend these terms and conditions.
C. All additions, deletions or other changes to, or in, and order are subject to all of the Terms and Conditions herein. No material can be released for manufacture and shipment without the actual Purchase Order from the customer (verbal or agency orders are not acceptable). GENLED Brands cannot and will not be responsible for conforming to any plans and/or specifications unless they accompany the purchase order and are accepted as such. Submittal drawings must be approved and released for manufacture in writing by the customer for any custom product and for any order for which submittal drawings are deemed necessary by GENLED Brands.
ORDER CANCELLATION
A. No order may be canceled without a cancellation charge.
B. Cancellations are subject to the following conditions:
(a) Canceled orders must be received in writing by GENLED Brands corporate offices. Receipt of cancellation shall not mean cancellation is assured or that full charge shall not be enforced (see notes b,c,d,e,f).
(b) Orders canceled more than 30 days of product shipment shall incur charges (see notes c,d,e,f).
(c) Even if more than 30 days prior to ship date, if the equipment has been released for fabrication the order may not be canceled regardless of ship date. Likewise, orders for special items are never cancelable. However, if Buyer attempts to cancel said released or custom order, the factory reserves the right only to charge for any work performed, plus (e) and (f), up to the full amount of the order (in factory’s sole discretion) regardless of stage of completion.
(d) A cancellation charge of 50% of the total bill of materials price will be invoiced for submittal drawings costs and other expenses.
(e) In addition, the buyer will pay all costs, direct or indirect, which have been incurred by GENLED Brands, including engineering, design, drafting, travel and materials, etc.
(f) Buyer will pay, at applicable contract price, for all products, which are completely manufactured at the time of cancellation.
SPECIAL ITEMS
A. On special GENLED Brands fixtures/controls not listed in our current catalogs, we reserve the right to quote and sell only to the distributor/dealer who assisted GENLED Brands in the development of the business for a specific customer.
SPECIFICATIONS / VARIATIONS / ERRORS
A. Merchandise will be shipped in accordance with the standard styles and sizes as described in GENLED Brands catalogs, or if special or made-to-order, in accordance with GENLED Brands drawings and specification sheets.
B. In the event of a conflict between a customer’s written order and an GENLED Brands drawing or specification sheet marked “approved,” the GENLED Brands drawing or specification sheet shall prevail.
C. GENLED Brands reserves the right to change details of design, materials and finish that does not, in GENLED Brands’ sole opinion, change the essential fit, form or function of the product.
D. Every effort is made to avoid errors in catalogs, price sheets, specification sheets and other documentation. GENLED Brands will not accept responsibility for labor charge-backs in connection with errors of measurements, prices, descriptions, etc.
E. GENLED Brands will not be bound by a buyer’s purchase order which contains general or blanket instructions that have not been approved and signed-off by, or specifically acknowledged by GENLED Brands. A full listing of instructions on the order itself must accompany each transaction.
F. Orders containing such phrases as “all material to be supplied as per project plans and specifications,” or similar, are subject to separate and express written acceptance by GENLED Brands.
MINIMUM ORDERS / MINIMUM BILLING
A. All orders are subject to a minimum billing requirement as determined by GENLED Brands from time-to-time (charge at time of printing is outlined below). Orders for less than these values will be billed at the minimum. Freight charges may apply at GENLED Brands’ discretion.
PACKAGING
A. Method of packaging is at GENLED Brands option.
B. Export packaging may be charged as an extra.
MULTIPLE / MASTER PACKS
A. Multiple pack items that are marked as such indicates the number of units included in one multiple pack. Prices shown are per unit or set. Multiple pack items must be ordered in standard package quantities. Because of the size and usage, these items are only available in multiple packs.
DELIVERY AND TRANSPORTATION
A. All merchandise is sold, and all shipments are made, F.O.B. GENLED Brands shipping point.
B. Unless otherwise requested, all orders that are within the continental USA will be shipped the best way via Ground, motor freight, or equivalent, as determined by GENLED Brands
C. Shipping charges are as quoted.
D. Any claims for shortages must be made to GENLED Brands within 2 weeks of shipment. Consignee must make all claims for loss or damage in transit to the carrier. GENLED Brands will render assistance in presentation of such claims without waiver of our rights to receive payment in compliance with the Terms of Payment.
E. Foreign freight methods vary.
F. GENLED Brands will use its discretion in routing all shipments and reserves the right to select carrier and truck size. If any shipment made in accordance with Buyer’s instructions shall incur additional labor or carrier costs such as expedited or air shipments, such costs shall be prepaid by the Buyer.
G. The shipment date mentioned on our order acknowledgment (if any), is GENLED Brands’ best approximation of the probable shipment date and is not a fixed or guaranteed shipment date. GENLED Brands shall not be bound by a shipment date in the Buyer’s purchase order. Shipment of merchandise is subject to any and all delays due to any condition or happening whatsoever beyond GENLED Brands’ control, including but not exclusive of strikes, fires, riots, wars, acts of God, inability to obtain materials, government regulations or other conditions. GENLED Brands shall not be responsible for any damage or loss resulting, whether directly or incidentally, from delayed shipments or its inability to ship as above.
H. GENLED Brands reserves the right to make shipment installments unless otherwise expressly stipulated in the order acknowledgment. All such installments shall be separately invoiced and paid for when due, without regard to subsequent shipments. Delay in the shipment of any installment will not relieve Buyer of its obligation to accept remaining shipments.
I. GENLED Brands reserves the right to refuse to make direct shipments to destinations outside Buyer’s regular service area(s).
STORAGE
A. If any shipment made in accordance with Buyer’s instructions is refused for whatever reason, Buyer shall be responsible for payment of such merchandise, in accordance with the terms hereof, as though such merchandise has been accepted at the time of original delivery. Buyer shall also be responsible for reasonable storage, handling and delivery charges and shall pay reasonable storage charges until such merchandise is delivered and accepted.
TERMS AND PAYMENT
A. Buyer shall make payments as specified herein and GENLED Brands may suspend shipment or delivery until such payments are made.
B. Buyers may be required to pay deposits based upon, but not limited to, the following conditions: a) being a first-time customer, b) poor credit report, c) buying custom, modified or other special products, d) an unusually large order.
C.GENLED Brands reserves the right to charge a service charge of 2% per month, but not in excess of any lawful rate, if Buyer is delinquent in payment of invoices.
D. Retention of any funds pending system Engineering check-out is not allowed unless specifically agreed to in writing.
E. If, in the opinion of GENLED Brands, the financial condition of Buyer becomes impaired or unsatisfactory, GENLED Brands may at any time limit or cancel the credit of Buyer and, before delivering additional goods to Buyer, require Buyer to pay in cash for such goods and to pay the goods theretofore delivered. Failure by Buyer to make any such payments within 10 days after demand in writing shall constitute breach of this agreement by Buyer. Approval of credit of one or more deliveries shall not be deemed a waiver hereof.
F. GENLED Brands shall be entitled to reimbursement for all costs and expenses (including reasonable attorney’s fees) incurred by it in connection with collection of any amounts for goods sold in the event payment therefore shall not be made when due.
SECURITY INTERESTS
A. GENLED Brands shall retain a security interest in all goods sold until Buyer has paid the full amount of the purchase price (including any service charges). In the event Buyer shall default in payment of the purchase price, GENLED Brands shall have the right, in addition to and not exclusive of any other rights it may have under the Uniform Commercial Code or otherwise, to enter upon the premises where the goods are located and retake possession thereof, without notice, free from any claims of Buyer. At the request of GENLED Brands, Buyer will join GENLED Brands and any assignee of GENLED Brands in preparing, executing, and causing to be filed any and all financing statements pursuant to the Uniform Commercial Code. Buyer hereby authorizes GENLED Brands and any assignee of GENLED Brands to file a financing statement signed only by GENLED Brands or such assignee in all places where necessary or appropriate to perfect any security interest which GENLED Brands or such assignee might be deemed to have in all jurisdictions where such authorization is permitted by law.
CLAIMS AND ADJUSTMENTS
A. Claims for shipping errors or merchandise defects will be waived unless made in writing to GENLED Brands, and within 30 days after receipt of merchandise.
B. GENLED Brands sole responsibility and obligation in the event of defective merchandise shall be limited to the repair or replacement of the merchandise, at GENLED Brands’ option, at its own cost and expense, and GENLED Brands shall not be responsible for any other damage or loss which may be sustained or claimed, including but not limited to: labor, installation or any cost resulting in removal of obstructed construction materials whether permanent or temporary structures stand in the way of removal or repair of the defective GENLED Brands product including any ancillary equipment such as wiring, drivers, controls, and/or the such.
C. Claims for shortages, losses and apparent or concealed damages sustained in transit shall be made by Buyer with the carrier.
D. Upon request GENLED Brands will provide evidence of goods turned over to a carrier but reserves the right to charge a reasonable fee for all proof of delivery requests.
RETURNED GOODS
A. Request to return non-defective stocking merchandise must be made within 30 days from the date of shipment and is subject to a 25% re-stocking charge.
B. Returns for defective merchandise must be made within 10 days of receiving for consideration of a full refund or exchange for same product.
C. Only regular items in the current line are returnable. Special, custom-made, made-to-order, or discontinued merchandise is not subject to return.
D. Returns of orders drop-shipped to job site will be limited to 10% of the original order.
E. ALL returned goods must be accompanied by a “Return Materials Authorization (R.M.A.)” issued by GENLED Brands. Returns without an R.M.A. number will be refused and returned to customer at their expense.
F. Merchandise must be returned in the original factory-sealed cartons in sale-able condition.
G. Returns for non-defective merchandise must be made with freight prepaid at customer’s expense within 45 days of the date of GENLED Brands issuance of the R.M.A.
H. All merchandise returned is subject to inspection. Non-sale-able and damaged merchandise will be credited at salvage value or less cost of repairs.
I. GENLED Brands reserves the right to issue credit at prices prevailing at time of shipment, or time of return, whichever is lower, less the 25% restocking charge.
LIMITED WARRANTY
By visiting our site and/ or purchasing something from us, you agree to be bound by the Limited Warranty Statement found.
USE OF SITE
Accessing, browsing or otherwise using the site indicates your agreement to all the Terms and Conditions of this agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink, so please read this agreement carefully before proceeding. If you do not agree to any of these terms, then please do not access or use the GENLED Brands website. These Terms and Conditions apply to all users of the GENLED Brands Website, including users who also may be contributors of text, content, information, and other materials or services on the Website.
Subject to the terms and conditions of this Agreement, we hereby grant you a limited, revocable, non-transferable and non-exclusive license to access and use the Site by displaying it on your internet browser only for the purpose of interacting with GENLED Brands Site content and shopping for personal items sold on the Site and not for any commercial use or use on behalf of any third party, except as explicitly permitted by us in advance. Any breach of this Agreement shall result in the immediate revocation of the license granted in this paragraph without notice to you. Except as permitted in the paragraph above, you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit this Site or any portion of it unless expressly permitted by us in writing. You may not make any commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business unless explicitly permitted by us in advance. We reserve the right to refuse service, terminate accounts, and/or cancel orders at its discretion, including, without limitation, if we believe that customer conduct violates applicable law or is harmful to our interests.
You understand that when using the GENLED Brands Website, you will be exposed to User Submissions from a variety of sources and that GENLED Brands is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against GENLED Brands with respect thereto, and agree to indemnify and hold GENLED Brands, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
The GENLED Brands Website may contain links to third party websites that are not owned or controlled by GENLED Brands. GENLED Brands has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, GENLED Brands will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly waive GENLED Brands from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the GENLED Brands Website, to read the terms and conditions and privacy policy of each other website that you visit.
INTELLECTUAL PROPERTY
All text, graphics, button icons, images, audio clips, and software (collectively, “Content”), belongs exclusively to GENLED Brands or its affiliates. The collection, arrangement, and assembly of all Content on this Site (the “Compilation”) belongs exclusively to GENLED Brands or its affiliates. All software used on this Site (the “Software”) is the property of GENLED Brands, its affiliates or its Software suppliers. GENLED Brands logos, slogans, trade names or words are registered trademarks, trademarks or service marks of GENLED Brands, its affiliates, suppliers, or third parties. The use of any of our trademarks or service marks without our express written consent is strictly prohibited. You may not use our trademarks or service marks in connection with any product or service in any way that is likely to cause confusion. You may not use our trademarks or service marks in any manner that disparages or discredits us. You may not use any of our trademarks or service marks in meta tags without prior explicit consent.
ABILITY TO ACCEPT TERMS AND CONDITIONS
This Site may be accessed from countries other than the United States. This Site may contain products or references to products that are not available outside of the United States. Any such references do not imply that such products will be made available outside the United States. If you access and use this Site outside the United States, you are responsible for complying with your local laws and regulations. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions.
TYPOGRAPHICAL ERRORS
In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product Information, we shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account in the amount of the charge.