LIGHTSTYLE AUTOMATED SYSTEMS, INC.
TERMS & CONDITIONS OF SALE
1. APPLICABILITY; REJECTION OF OTHER TERMS
These Terms and Conditions of Sale (“Terms”) govern all quotations, proposals, submittals, invoices, sales, shipments, deliveries, returns, and related transactions by LightStyle Automated Systems, Inc. (“LightStyle,” “Seller”).
Any additional, inconsistent, or different terms contained in any purchase order, subcontract, project document, portal, correspondence, or other communication are expressly rejected and shall not apply unless expressly agreed to in a written instrument signed by an authorized officer of Seller.
No oral statement, email exchange, course of dealing, course of performance, trade usage, field directive, or jobsite instruction shall modify these Terms.
2. CONTRACT DOCUMENTS
The agreement governing the sale of goods consists of Seller’s quotation, Buyer’s written or electronic approval thereof, these Terms, any executed credit agreement (if applicable), Seller’s invoice(s), and any associated submittals or related project documentation.
Buyer’s approval constitutes final acceptance of scope, quantities, specifications, finishes, and authorization for Seller to proceed.
3. SELLER’S ROLE
LightStyle operates solely as a distributor, procurement, and supply partner for lighting fixtures, control systems, and related materials and is not a manufacturer of goods.
Seller purchases goods from third-party manufacturers (“Manufacturers”) for resale to Buyer. All goods are subject to the respective Manufacturers’ terms, conditions, and limitations, including those related to lead times, production, cancellation, return, and warranty.
Seller’s responsibility is limited to furnishing the goods identified in the approved quotation and submittals. Seller does not assume responsibility for manufacturing, product design, or manufacturer-controlled limitations.
Buyer acknowledges that Manufacturer terms, conditions, and constraints apply and are incorporated into this agreement to the extent applicable.
4. BUYER RESPONSIBILITY; VERIFICATION
Buyer is solely responsible for verifying all quantities, dimensions, finishes, voltages, compatibility, installation conditions, and compliance with plans and specifications.
Seller is not responsible for omissions, coordination issues, or discrepancies not expressly included in the approved bill of material.
5. QUOTATIONS; PRICING; FREIGHT; TAXES
All quotations are valid for thirty (30) days unless otherwise stated.
Pricing is based on current market pricing and supply chain conditions and is subject to change, including tariffs, duties, supplier increases and freight.
Freight is estimated unless otherwise stated. Buyer is responsible for actual freight, including accessorial charges, jobsite conditions, redelivery, and special handling.
Prices exclude taxes unless expressly included.
6. PAYMENT TERMS; CREDIT; COLLECTION
Payment is not contingent upon payment by any third party, including owners, developers, general contractors, or other upstream parties.
No retainage, offset, back charge, or deduction shall apply unless expressly agreed to in a written instrument signed by an authorized officer of Seller.
Past due balances may accrue interest at the maximum rate permitted by law.
Buyer shall be responsible for all costs incurred by Seller in the collection of any unpaid amounts, including reasonable attorneys’ fees, collection costs, and related expenses.
Absent of a valid exemption certificate received by the Company for the jurisdiction of delivery’s address, the Buyer is responsible for payment of any sales taxes applicable at
that delivery address on the date of delivery.
7. DELIVERY; TITLE; RISK OF LOSS
For goods delivered by Seller, title and risk of loss pass to Buyer upon delivery.
For goods shipped directly from manufacturers or third parties, all shipments are F.O.B. shipping point, and title and risk of loss transfer upon delivery to the carrier.
Delivery dates are estimates only.
8. INSPECTION; CLAIMS
Buyer must inspect goods immediately upon receipt.
Visible issues must be reported within three (3) business days, and concealed issues within five (5) business days.
Failure to notify Seller within these timeframes constitutes acceptance.
9. CANCELLATIONS; RETURNS
Buyer acknowledges that lighting products are frequently made-to-order and sourced through third-party manufacturers, and therefore accepts all manufacturer limitations on cancellation, return, and restocking as part of this agreement.
Orders begin processing immediately upon acceptance and may not be cancelled once released to manufacturers.
Items identified as made-to-order, special order, custom, or otherwise designated by the manufacturer are non-cancellable and non-returnable.
Any request for cancellation or return is subject to manufacturer approval in all cases.
Where returns are accepted, such returns may be subject to restocking fees, return freight, handling charges, and any other costs imposed by the manufacturer or incurred by Seller.
Seller makes no representation that any product is returnable, and all return determinations are made at the sole discretion of the manufacturer and/or Seller.
Original shipping charges are non-refundable.
Products must be unused, uninstalled, and in original packaging to be considered for return.
10. SUBMITTALS; RELEASE
Submittals are the governing project execution documents. Approval constitutes acceptance of scope and authorizes procurement.
No changes to scope or pricing shall apply unless approved in writing.
11. WARRANTY
Manufacturer warranties are the sole warranties applicable. Seller shall have no independent warranty obligations.
12. DISCLAIMER OF WARRANTIES
Seller disclaims all implied warranties, including merchantability and fitness for a particular purpose.
13. LIMITATION OF LIABILITY
Seller shall not be liable for indirect, incidental, or consequential damages.
Total liability is limited to the amount paid for the goods.
14. PAYMENT PROTECTION RIGHTS
Seller reserves all rights available under applicable law to secure payment for goods and services provided, including but not limited to mechanic’s lien rights, bond claims, and related remedies.
The exercise of any such rights shall not be deemed a breach of this agreement and shall not limit any other rights or remedies available to Seller.
15. SECURITY INTEREST
Seller retains purchase money security interest in goods until paid in full and may take any action necessary to protect such interest.
16. FORCE MAJEURE
Seller shall not be liable for delays caused by events beyond its control.
17. GOVERNING LAW
These Terms are governed by the laws of the State of California. Venue shall be San Diego County.
18. INCORPORATION
The terms and conditions of the Credit Application/Agreement with LightStyle Automated Systems, Inc. is incorporated herein as if fully set forth herein.
19. ENTIRE AGREEMENT
These Terms constitute the complete agreement between the parties and may only be modified by a written instrument signed by an authorized officer of Seller.