Updated September 7, 2016
All orders are subject to acceptance by the seller herein, EFFICIENT LIGHTING, INC. d/b/a Efficient Lighting ("Efficient Lighting"), which is conditioned on the acceptance by the buyer herein ("Buyer") of these terms and conditions ("Terms"). Efficient Lighting reserves the right, in its sole discretion, not to accept any purchase order. Acceptance of any order is subject to the availability of Products and the ability Efficient Lighting to deliver. The Buyer shall accept the Terms by signing the order or invoice upon which these terms and conditions are printed or accepting Products shipped. Efficient Lighting will confirm orders taken by telephone in writing. All telephone orders will be binding on the Buyer and subject to the Terms. If the Products are unavailable, Efficient Lighting may substitute comparable Products. References to "Products" herein are intended to refer to lamps and fixtures sold by Efficient Lighting.
Prices for orders for immediate shipment are prices in effect at time of receipt of order. Qualifying orders specifying future delivery will be invoiced at prices and terms in effect at time of shipment. The prices stated do not include transportation, insurance or any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction. All prices and other terms are subject to correction for typographical or clerical errors.
Prices do not include federal, state or municipal sales, use, excise or similar taxes. All taxes, duties, imposts, fees, or any charges from any governmental body which shall be levied, imposed on, or increased by any governmental authority, on any unshipped portion of the Products, or on the purchase, sale, holding for sale, distribution or transportation of any Products, shall be added to the purchase price of the Products and reimbursed by the Buyer to Efficient Lighting, if at any time paid or borne by Efficient Lighting or collected for the purpose of paying any taxing authority unless Buyer provides Seller with appropriate tax exemption certificates.
Products sold on an open account will be due and payable pursuant to the terms and conditions stated on the Efficient Lighting invoice. All invoices are due within thirty (30) days of the invoice date unless otherwise indicated on the invoices and payments shall be made to the order of Efficient Lighting. Orders paid for by credit card will be charged an additional 3% credit card processing fee. Products are sold at an F.O.B. shipping point. The terms and conditions contained in any Efficient Lighting invoice, order, or in any discrepancy letter shall take precedence over any terms and conditions set forth in the Buyer's purchase orders or other similar document, unless authorization is otherwise given in writing by the Efficient Lighting Accounts Receivable Department. Any invoices not paid within sixty (60) business days of the invoice date will be assessed a one and one half percent (1.5%) per month service charge or the maximum rate permitted by law, whichever is lower. There are no discounts for early payment and NO DISCOUNTS WILL BE ALLOWED OR GIVEN ON ANY INVOICE NOT PAID WITHIN SIXTY (60) DAYS. The Buyer further agrees to pay such costs, collection agency costs, commissions and/or expenses, and reasonable attorneys’ fees (including, without limitation, at trial and on appeal). Efficient Lighting may engage in any manner of lawful collection of any sums from the Buyer, which are past due. Efficient Lighting will apply all payments by Buyer and credits issued on behalf of the Buyer at Efficient Lighting's discretion. Buyer will be notified of application by monthly statement.
Back orders are shipped at an F.O.B. shipping point. No deductions are allowed for freight, parcel post or UPS charges. All back orders not shipped within ninety (90) days of the requested ship date will be cancelled unless Efficient Lighting extends the back order in writing or if the Buyer requests an earlier cancellation of the back order in writing. Due to circumstances beyond our control, estimated delivery dates are subject to change. Therefore, Efficient Lighting accepts no liquidated damage claims resulting from such delays.
Orders must be received three (3) business days before the requested ship date in order for the shipment to be sent on any such ship date. Efficient Lighting must receive hard copies of the written purchase orders for those Buyers who have purchase order requirements, three (3) business days before the requested ship date. In the event that the terms of any such purchase order conflict with the Terms, the Terms shall prevail. When a purchase order is received, Efficient Lighting will process and ship as soon as possible. When time and availability allow, orders will be shipped sooner than (3) business days, unless a specific ship/delivery date has been requested.
A request to cancel an order, which has been entered into the Efficient Lighting order system, must be made in writing and received at least three (3) business days prior to the requested ship date, and is subject to prior approval by Efficient Lighting.
In the event that the Buyer desires to order additional types of Products from those previously ordered or to request that modifications be made to any product previously ordered, the Buyer must notify Efficient Lighting of its request in writing. Efficient Lighting will reasonably attempt to fulfill such requests but the Buyer acknowledges that supplying additional Products or modifying any product may increase the prices of individual Products. Upon receiving any such request, Efficient Lighting will notify the Buyer within three (3) business days whether Efficient Lighting is able to fulfill the Buyer's request and, if so, the price per product item. All agreements between Efficient Lighting and the Buyer relating to additional types of Products or modified Products to be furnished by Efficient Lighting must be in writing and signed by both parties to the agreement.
All products will be shipped out of Parsippany, NJ. Unless otherwise agreed to in writing by Efficient Lighting, all transportation charges and expenses for orders under the minimum allowance for shipping shall be paid by the Buyer. The minimum allowance for free shipping is two thousand dollars ($2,000.00) per order per release. Free shipping applies to standard business delivery only. A surcharge will be applied to all residential delivery, liftgate service or call notification service. Efficient Lighting shall have no delivery obligations other than to arrange for the delivery of its Products by a third party carrier to a truck off-loading location on the Buyer's premises as the Buyer may direct or use other means of delivery as Efficient Lighting may reasonably select. Delivery of any Products by Efficient Lighting to said carrier F.O.B. shall constitute delivery to the Buyer and shall be subject to the lien of Efficient Lighting for any unpaid portion of the purchase price of such Products. Efficient Lighting shall not be liable for any failure to deliver if the failure is occasioned by fire, embargo, strike, or inability to secure materials, or any other circumstances beyond the control of Efficient Lighting which shall hinder performance of any agreement by Efficient Lighting. If products are shipped internationally, the Buyer is responsible for all insurance and any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction during transport.
Efficient Lighting shall not be responsible for Products lost or damaged in transit. The Buyer will be responsible for checking the shipment upon delivery for total product count and condition. ANY EVIDENCE OF DAMAGE TO PRODUCTS MUST BE NOTED ON THE CARRIER'S DELIVERY RECEIPT. This must be immediately reported to the Efficient Lighting Accounts Receivable and Shipping Departments and to the carrier's local office, followed by a written notice within fourteen (14) business days from the date of invoice, providing in writing the Efficient Lighting invoice number, order number, and an itemization and photographic evidence of all damages to the Products. Incomplete claims or claims filed more than fourteen (14) business days after the Efficient Lighting invoice date will not be accepted and no credit will be given. The Buyer shall further provide its claims number(s), if any, when reporting damage to Products.
ANY SHORTAGES IN TOTAL PRODUCT COUNT MUST BE NOTED ON THE CARRIER'S DELIVERY RECEIPT. All shortages must be immediately reported to the Efficient Lighting Accounts Receivable and Shipping departments, followed by a written notice within seven (7) business days from the date of invoice, providing in writing the Efficient Lighting invoice number, order number and an itemization of all shortages/overages by product code and quantity. Incomplete claims or claims filed more than fourteen (14) business days after the Efficient Lighting invoice date will not be accepted and no credit will be given. The Buyer shall further provide its claims number(s), if any, when reporting a shortage.
Efficient Lighting invoices will be deemed accepted by the Buyer and will not be subject to any audit claims unless the Buyer notifies Efficient Lighting in writing within thirty (30) days of the date of the subject invoice.
Any product delivered shall conform to Efficient Lighting Warranty Policies. Efficient Lighting HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND MAKES NO OTHER WARRANTIES TO THE BUYER, EXPRESS OR IMPLIED, except as specifically provided for herein. As Buyer's sole remedy hereunder, Efficient Lighting lamps are warranted from the date of the applicable purchase order to be free from defects in material and workmanship for the following periods:
In order to exercise any warranty hereunder, the Buyer shall notify Efficient Lighting in writing seeking return authorization and provide a sample to Efficient Lighting of the product alleged to be defective. Efficient Lighting's obligations under this warranty shall be limited to, at its option, repairing or replacing defective Products. Efficient Lighting will ship replacement lamps and/or fixtures to the Buyer at Efficient Lighting’s expense. Products that have been discontinued are no longer covered under warranty.
Efficient Lighting shall not be responsible for the installation and operation of its Products and the warranty provided in Section 15 above is not applicable to any product sold by Efficient Lighting that is not installed and operated in accordance with:
The warranty provided for in Section 15 is not applicable if the lamps and fixtures are:
The lamp portion of the warranty is not applicable if the Efficient Lighting lamp is replaced with the lamp of any other manufacturer. The warranty for any lamp system is not applicable if the Efficient Lighting fixture is replaced with any other manufacturer's fixture.
Efficient Lighting WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS OR ANY OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGE SUFFERED OR SUSTAINED BY THE BUYER. No action shall be maintained by the Buyer against Efficient Lighting unless written notice of any claim alleged to exist has been delivered by the Buyer to Efficient Lighting as provided for herein.
Any claims of the Buyer to Efficient Lighting shall be made in writing accompanied by a sample of the product alleged by the Buyer to be defective. Claims shall be submitted in accordance with the provisions of Sections 12(C), 15, and 21 herein.
Efficient Lighting may immediately terminate the Buyer's ability, if any, to purchase Products on credit or otherwise at any time at Efficient Lighting's discretion. All accounts with invoices not paid within ninety (90) days of the invoice date are subject to termination and may result in stoppage of shipping.
If a delivery date is specified, that date will be extended to the extent that delivery is delayed by reason of fire, flood, war, riot, strike, natural disaster, or any other event beyond the reasonable control of Efficient Lighting.
All notices required or permitted under this agreement shall be in writing and personally delivered or mailed, by certified mail, return receipt requested, or delivered by a nationally recognized overnight delivery service when accompanied by written evidence of delivery and addressed to each recipient as set forth in the order confirmation. A notice shall be deemed effective when received, if personally delivered, on the third business day after mailing, or on the date delivered by a delivery service.
To the extent permitted by the laws of the State of New Jersey, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey determined without reference to principles of conflicts or choice of law. Each party agrees to submit to the exclusive jurisdiction of the Courts of the State of New Jersey and of the United States situated within the Northern District of the State of New Jersey for any legal or equitable proceeding arising from or relating to or connected with this Agreement and waives any claim, defense or objection that any such proceeding in any such court has been brought in an incorrect or inconvenient venue or forum.
This agreement is the entire agreement between the parties, Efficient Lighting and the Buyer, with respect to the subject matter hereof and supersedes all prior agreements and negotiations between the parties. This agreement may be supplemented, modified or amended only in writing signed by the duly authorized representatives of both parties, Efficient Lighting and the Buyer. This agreement shall inure to the benefit of and shall be binding upon the parties' respective successors and assigns. In the event that any provision of this agreement shall be found to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired by such a finding. This Agreement may be signed in counterparts, all of which shall be considered to be one and the same agreement, and shall become effective when signed and delivered.
The Buyer agrees that Efficient Lighting has made no representations of any kind with respect to the agreement between the parties or to the Products to be supplied under such agreement, except as such representations are expressly set forth herein.
All pricing, drawings, plans, disclosures, specifications, patterns or technical or business information furnished at any time to Buyer by Seller shall remain the sole property of Efficient Lighting. Buyer shall hold all such information in strict confidence, shall not use or divulge to any person or entity any such confidential information, and any and all copies of such confidential information shall be returned to Efficient Lighting promptly upon its request.