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Terms & Conditions

Acceptance/Governing Terms
These Terms and Conditions of Sale (“Terms”) shall apply to all sales of products by Sensio America, LLC (“Sensio”). Unless otherwise specifically agreed in writing by an authorized representative of Sensio, any different or additional terms and conditions proposed by any customer in a purchase order, response to a quotation or other proposal, are hereby rejected by Sensio and shall not be incorporated into any agreement for sale of any Sensio products. Customer’s assent to these Terms shall be conclusively presumed from customer’s ordering products quoted by Sensio, customer’s failure to object in writing to these Terms, and/or customer’s acceptance of all or part of any products ordered. If Sensio is found to have acknowledged customer’s order or proposal, and such acknowledgment constitutes acceptance of an offer, such acceptance is expressly made conditional on customer’s assent solely to these Terms which shall form part of the acknowledgment, and acceptance of customer of any products shall be deemed to constitute such assent. If any quotation or other document of Sensio is deemed to constitute an offer to customer, customer’s acceptance of such offer is limited to these Terms.

Shipment and Delivery Terms
Unless otherwise noted, shipment of Sensio products will be F.O.B. the Sensio facility. The customer will assume the risk of loss of products upon Sensio’s delivery to carrier at point of shipment. When shipments of products are being made via company truck, the risk of loss to the products shall pass to the customer at the time of delivery to the final destination or to the forwarding carrier. Acceptance shall occur, if not before, when the customer fails to reject within ten days after delivery of the products. The customer waives its right to revoke acceptance; it being the intent of the parties that the customer’s remedies for nonconformity detected after acceptance be limited to those provided in these Terms. Freight will be paid by Sensio on any order in the continental United States totaling $1,000 or more, but multiple releases must be agreed to by Sensio. Outside the continental United States, customers should consult with a Sensio representative to determine shipping arrangements. Orders not qualified for paid freight will be shipped with transportation charges prepaid by Sensio and added to customer’s invoice and a handling charge of $5.00 will also be added to the order. Partial shipments will be made at the direction of the customer, provided the customer pays excess freight. When Sensio bears the cost of shipment, we reserve the right to ship all orders in one complete shipment. Partial shipments may be made at Sensio’s discretion. Sensio will not be responsible for storage charges or cartage charges beyond the destination address acknowledged by Sensio. Shipping dates are approximate and are based on conditions existing at the time of Sensio’s receipt of the customer’s firm order and full information. Sensio will, in good faith, endeavor to ship by the estimated shipping date, but it shall not be responsible for any delay or any damage arising from a delay. Sensio shall not be liable for any penalty, loss, injury, damage or failure in delivery from any cause at all, nor shall any such delay or failure entitle the Buyer to refuse to accept any delivery or to repudiate these Terms.

Direct Shipments
Sensio reserves the right to refuse the request of any distributor to make direct shipments of products to any destination outside the regular or assigned sales and service area of the distributor. When a drop shipment is approved, a $10.00 drop ship charge will be added to the order.

Merchandise and Claims Terms
Claims for defective material, shortages, delays, failures in shipment or delivery, for any other cause shall be deemed waived and released by customer or co-signee unless made IN WRITING WITHIN 30 DAYS AFTER ARRIVAL OF THE PRODUCTS. Proof of delivery will not be supplied by Sensio after 90 days from the original shipment date.

Returned Merchandise Terms
No merchandise may be returned by customer without prior written authorization in the form of a Return Materials Authorization (RMA), which has been issued by Sensio expressly for the merchandise to be returned. This RMA will be issued at the sole discretion of Sensio. RMAs are valid for 30 days from date of issue. Except with respect to defective items, returned merchandise must be in re-salable condition and in its original sealed cartons. The customer may not return non-stocking special products, custom or made-to-order products, or outdated, obsolete or modified versions of cataloged factory stocking items. Product older that 12 months may not be returned regardless of condition. Except for products that are defective in workmanship or material, all returns will be subject to a 35% handling and factory inspection charge, and a deduction will be made for the freight expense of the original shipment. The customer may request up to two returns of stocking product per year. Properly formatted catalog or item numbers are required in any request to return merchandise. If invoice numbers are not provided, Sensio will price the material based on the lowest price paid by the distributor in the last 12 months. Merchandise accepted for return must be shipped prepaid to the factory or other destination specified by Sensio. Sensio will not take ownership of returned goods until they are received, inspected and found to be acceptable by Sensio. Damaged, unauthorized, broken, obsolete or made-to-order material received will be scrapped with no credit issued, unless the value of the material exceeds $500. For material valued in excess of $500, the material will be segregated; the customer will be notified and given the following options:
• Authorize the product to be returned to customer
• Authorize Sensio to destroy the product with no credit given
• File a freight claim with carrier

Order Cancellation Terms
Orders for stocking items may be canceled prior to shipping without charge. Orders for Make-To-Order (MTO) product may be canceled before the product is manufactured without charge, except that Sensio must be reimbursed for special materials purchased which cannot be returned to the supplier. Orders of MTO product that have been manufactured and/or shipped cannot be canceled and return of MTO material is not allowed. All order cancellations must be in writing. All costs for warehousing and freight on orders canceled after shipment and/or refused at destination will be charged to the customer.

Product Warranty
Unless otherwise noted, Sensio will warranty all lighting products for two years from the date of purchase. All drivers are warranted for five years from the date of purchase. Sensio will replace any and all defective products.

Minimum Order Charge
A service charge of $25.00 will be added to all original customer orders which total less than $50.00 net.

Pricing
Prices are subject to change without notice. Sensio will ship merchandise at prices prevailing at the time of shipment. Prices are exclusive of sales, use, excise or similar taxes unless otherwise noted.

Payment
The customer shall pay all amounts due under the Terms in full without any deduction or withholding except as required by law and the customer shall not be entitled to assert any credit, set-off or counterclaim against Sensio in order to justify withholding payment of any such amount in whole or in part. Sensio may at any time, without limiting any other rights or remedies it may have, set off any amount owed to it by the customer against any amount payable by Sensio to the customer. If the customer fails to make any payment due to Sensio under the Terms by the due date for payment (“Due Date”), then the customer shall pay interest on the overdue amount at the rate of 18% annually. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.

Specifications
Sensio in no way, express or implied, accepts responsibility for voltage determination. Sensio shall not be responsible for quotations of prices or specifications concerning non-cataloged products unless Sensio confirms this to the customer in writing. Cataloged items are those listed on Sensio’s website (www.SensioAmerica.com). Dimensions of fixtures are subject to change without notice. Unless specifically agreed by Sensio in writing, we do not warrant compliance of our products with individual project specifications.

Changes in Product Design
Sensio reserves the right to change, discontinue or modify materials or the design and construction of any of its products and to substitute materials or products equal to or superior to that originally specified.

Breach and Insolvency
If the customer breaches any condition of these Terms or becomes subject to an administration order or becomes bankrupt or has a receiver appointed for or distress is levied on any part of its assets or business or goes into liquidation or makes any compositions with its creditors, Sensio shall be entitled (whether in respect of these Terms or any other) to: a) Withhold any further deliveries to the customer; b) Immediate payment of all sums owed by the customer to Sensio, not withstanding any previous agreement to the contrary.

Intellectual Property
All intellectual property rights in relation to the goods and the services, Sensio designs, product shots, photography, data sheets, packaging and literature shall remain the property of Sensio and no license (except as to the use for which their goods or services are supplied) shall be implied. The customer or his agents shall not at any time alter or deface the Sensio name, logo or trademark or juxtapose them with any other mark likely to cause confusion.

Termination
Sensio may, by notice to the customer, terminate supply if the customer commits a material breach of these Terms or any other contract with Sensio (such breach, if capable of remedy, not having been remedied within seven days of notice to do so) or any judgment against the customer is unsatisfied for 14 days or (being an individual) the Buyer dies or commits any act of bankruptcy) or (being a corporation) enters liquidation or receivership, or ceases or threatens to cease to carry on business or Sensio reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly or any event analogous to any of the foregoing shall happen in any jurisdiction and any such termination shall be without prejudice to the customer’s obligations and Sensio’s rights under these Terms.

Limited Liability
IN NO EVENT SHALL SENSIO BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, OR IN TORT INCLUDING NEGLIGENCE), NOR FOR LOST PROFITS; NOR SHALL THE LIABILITY OF SENSIO FOR ANY CLAIMS OR DAMAGE ARISING OUT OF OR CONNECTED WITH THESE TERMS OR THE MANUFACTURE, SALE, DELIVERY, USE, MAINTENANCE, REPAIR OR MODIFICATION OF THE PRODUCTS, OR SUPPLY OF ANY REPLACEMENT PARTS THEREFORE, EXCEED THE PURCHASE PRICE OF THE PRODUCTS. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY LIABILITY FOR DEFAULT UNDER OR IN CONNECTION WITH THE PRODUCTS, PARTS, OR SERVICES DELIVERED HEREUNDER, WHETHER BASED ON WARRANTY, FAILURE OF OR DELAY IN DELIVERY, OR OTHERWISE. NO LABOR CHARGES WILL BE ACCEPTED WITHOUT PRIOR WRITTEN APPROVAL OF SENSIO. THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

Force Majeure
Sensio shall not be liable for any delay or failure to perform its obligations, resulting directly or indirectly from or contributed by any acts of God, acts of customer or purchaser, acts of government or other civil or military authorities, priorities, strikes, or other labor disputes, fires, accidents, floods, epidemics, war, riot, embargoes, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel, or supplies, or other circumstances beyond Sensio’s reasonable control.

Construction of Agreements-Governing Law
These Terms and Conditions and all agreements between Sensio and the customer shall be governed and construed in accordance with the laws of the State of New York.

Severability
If any provision or provisions of these Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.