LIGHTSTYLE AUTOMATED SYSTEMS, INC.
STANDARD TERMS & CONDITIONS OF SALE
1. APPLICABILITY; REJECTION OF OTHER TERMS
These Standard 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 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
Buyer acknowledges that 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 issued by Seller, as applicable to the transaction.
Buyer’s written or electronic approval of the quotation and any associated submittal constitutes final acceptance of scope, quantities, specifications, finishes, voltages, and authorization for Seller to proceed with procurement, coordination, and delivery in accordance with the approved documents.
These Terms apply to all transactions irrespective of whether each of the foregoing documents is issued or required in connection with any particular sale, and together with any applicable transaction documents, constitute the complete and binding agreement between the parties unless expressly modified in a written instrument signed by an authorized officer of Seller.
3. SELLER’S ROLE
LightStyle operates as a distributor, procurement, and supply partner for lighting and control systems for construction and improvement projects. Seller furnishes goods based on project requirements, specifications, and approved submittals, and its scope is limited to the goods identified in the approved quotation and submittal.
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 project assumptions, manufacturer pricing, and supply chain conditions at the time of quotation.
Freight is estimated unless otherwise stated. Buyer is responsible for actual freight, including accessorial charges, jobsite conditions, redelivery, and special handling.
Prices exclude taxes, tariffs, duties, and similar charges unless expressly included. Seller reserves the right to pass through increases.
6. PAYMENT TERMS; CREDIT; DEFAULT
Payment is not contingent on third-party payment. No retainage, offsets, or back charges apply unless expressly agreed in a written instrument
signed by an authorized officer.
Late payments may accrue interest. Buyer shall pay all collection costs, including attorneys’ fees.
7. DELIVERY; TITLE; RISK OF LOSS
For goods delivered via LightStyle transportation, title and risk of loss transfer to Buyer upon delivery at the specified location.
For goods shipped directly from a manufacturer or third party, 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; concealed issues within five (5) business days.
Failure to notify Seller constitutes acceptance.
9. RETURNS; CANCELLATIONS
Orders may not be canceled after acceptance without written approval. Custom and special-order items are non-cancelable and non-returnable.
Approved returns may be subject to restocking fees, which may be up to twenty-five percent (25%) or more based on manufacturer requirements, in addition to freight and handling costs.
10. SUBMITTALS; RELEASE
Submittals are the governing project execution documents. Approval of submittals confirms acceptance of the scope and authorizes procurement.
No changes to scope or pricing shall apply unless approved in a written instrument signed by an authorized officer.
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 to secure payment, including mechanic’s liens, bond claims, and related remedies. Exercise of such rights shall not constitute breach.
15. SECURITY INTEREST
Seller retains a 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
This agreement shall be governed by the laws of the State of California. Venue shall be in San Diego County, California.
18. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties unless modified in a written instrument signed by an authorized officer of Seller.