TERMS AND CONDITIONS OF SALE
By ordering from Environmental Lights, you acknowledge that you have read, accepted and agreed to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
These Terms shall be binding on the parties with respect to all purchases of products (the “Products”) from Environmental Lights by you, all sales by Environmental Lights are expressly conditioned on your acceptance of these Terms, and any additional or different terms that may be proposed by you are hereby expressly rejected. The Terms shall be binding upon placement of your Order (as defined herein) and shall remain in effect for all subsequent sales by Environmental Lights to you unless and until the parties have a separate, fully-executed, signed agreement superseding these Terms.
From time to time, you or your affiliates may place orders directly with Environmental Lights (including through your assigned Environmental Lights Sales Representative), either via purchase order, via e-mail or through the Environmental Lights website (https://www.environmentallights.com/) (each, an “Order”). Each Order shall state the type and quantity of Products that you desire to purchase pursuant to such Order, the date by which you desire the Products to be delivered (fulfillment of which request is subject to the Environmental Lights Shipping Policy, availability of carriers and the procedure outlined in Section 3 herein) and the applicable destination for delivery, as well as other information required. You shall be responsible for the obligations of any of your affiliates under an Order.
3) ACCEPTANCE OF ORDER; CANCELLATION OF ORDERS; RETURNS
Environmental Lights will indicate to you within two (2) business days of receipt of an Order as to whether such Order is accepted or rejected, which acceptance may be in part (such indication, a “Confirmation”). If Environmental Lights does not affirmatively accept the Order within two (2) business days of receipt, such Order shall be deemed rejected. Upon acceptance of an Order by Environmental Lights, Environmental Lights shall use commercially reasonable efforts to ship the Products on the projected shipping date listed in the Confirmation. Orders for standard stock Products that are cancelled before they have shipped will be fully refunded to you. Orders that are cancelled for any reason after they have already shipped are subject to a 15% restocking fee in accordance with the Environmental Lights Returns Policy. Products sold as custom products and Products that are custom-manufactured, custom-assembled or special-ordered are non-cancellable, non-returnable and non-refundable. See the Environmental Lights Returns Policy for more details.
ENVIRONMENTAL LIGHTS EXCLUDES AND DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Environmental Lights does not adopt or extend any warranty terms offered by any Product’s manufacturer(s) but passes any such warranty terms to you. To the extent that a Product’s manufacturer(s) warrants such Product, all warranty claims should be submitted to Environmental Lights, and Environmental Lights will cooperate with such Product’s manufacturer(s) directly to resolve the warranty claim. To the extent that a Product’s manufacturer(s) does not provide any warranty for such Product, Environmental Lights shall provide a limited ninety (90) day warranty to you for such Product, pursuant to which Environmental Lights’ sole obligation and your sole remedy will be, in the event of a discovered defect of such Product and at Environmental Lights’ sole option, to (i) replace the defective Product or (ii) refund to you the purchase 1 LEGAL02/43233125v8 price paid, pursuant to the applicable Order, for such defective Product, subject to the relevant portions of the Environmental Lights Returns Policy.
5) SHIPPING / RISK OF LOSS
You shall take title to the Products upon shipment from the applicable Environmental Lights facility, unless otherwise agreed by the parties in writing, and you shall be responsible for payment of all freight and shipping costs. See the Environmental Lights Shipping Policy for more details.
6) ACCEPTANCE OF PRODUCTS
You must accept or reject a unit of Product delivered pursuant to an Order within one (1) week of the date on which such Product is unloaded at your loading dock or equivalent location on your premises. You may reject such unit of Product if it does not conform to the applicable manufacturer’s warranty. If you reject a unit of Product due to such non-conformance, you must provide written notice to Environmental Lights, describing in reasonable detail such non-conformance, and you shall permit Environmental Lights, at Environmental Lights’ sole cost and expense, to physically inspect such unit before Environmental Lights determines the validity of such rejection. Your sole and exclusive remedy for defects or non-conformance of any Product shall be as set forth in the applicable manufacturer’s warranty or as otherwise indicated herein or in the Environmental Lights Returns Policy. You may also reject a unit of Product due to damage that occurs during the shipping process. If you reject a Product due to such damage, you must provide written notice to Environmental Lights, describing in reasonable detail the extent of such damage. See the Environmental Lights Shipping Policy for more details.
7) PRICE / PAYMENT
Payment is due upon Order placement. If Environmental Lights extends credit with respect to a particular purchase, you shall pay to Environmental Lights the undisputed amount of any invoice or Order within thirty (30) days of the earlier of the invoice date or Order date.
All pricing of Products under these Terms is exclusive of applicable tariffs and taxes, including any state and local sales taxes and other governmental VAT, excise taxes, duties, fees and similar governmental charges (collectively, “Taxes”). You will provide such information to Environmental Lights as reasonably required to determine whether Environmental Lights is obligated to collect Taxes from you. Environmental Lights shall charge such Taxes which Environmental Lights is legally required to collect and/or remit for any Products sold by Environmental Lights to you pursuant to these Terms, provided that such Taxes are separately stated on an invoice that Environmental Lights provides to you, unless you provide to Environmental Lights a properly completed exemption certificate, resale certificate, or direct payment permit certificate. To the extent reasonably requested by Environmental Lights, you shall provide information and documentation to Environmental Lights reasonably necessary to resolve tax audits of Environmental Lights concerning transactions and payments under these Terms. To the extent there is an over-collection or overpayment of Taxes on sales of Products pursuant to these Terms, you agree that you shall make Environmental Lights aware of such issue and shall make reasonable efforts to cooperate with Environmental Lights to determine the correct course of action to resolve such over-collection or overpayment. To the extent there is an underpayment of Taxes on sales of Products made pursuant to these Terms, you agree that you will be responsible for payment of such Taxes and you agree that Environmental Lights may invoice you, and that you shall pay to Environmental Lights, such amount of Taxes, including applicable interest and penalties. Each of you and Environmental Lights shall be responsible for the payment of its own income, gross receipts, and other direct taxes imposed on the party under applicable law.
9) CHANGES OR CANCELLATION BY ENVIRONMENTAL LIGHTS
Environmental Lights may, at any time prior to delivery, change the specifications for the Products and delivery thereof. In its sole discretion, Environmental Lights may cancel all or a portion of an Order at any time prior to shipment.
All Product returns are subject to the Environmental Lights Returns Policy.
You will defend, indemnify, and hold each Environmental Lights Indemnitee (as defined below) harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including attorney’s fees), incurred by any of them arising from or in connection with the following: (i) the performance of your duties and obligations or failure to so perform under an Order (including the handling, storage and delivery of Products, and any claimed defect, contamination or failure of any of the Products due to your actions); and (ii) the violation, breach or asserted violation or breach, by you or any of your representatives, of any applicable law. No settlement of a claim by you shall be entered into without the consent of the Environmental Lights Indemnitee, as applicable, which consent will not be unreasonably withheld. Your obligations under this Section or otherwise under an Order shall not be limited by or to the liability insurance requirements in such Order; rather, it is the express intent of the parties that your obligations under an Order, including this Section, shall extend to the entire amount of any liability, damage or expense covered by such Order. Such indemnification rights shall not be deemed to be the exclusive remedies of an Environmental Lights Indemnitee under an Order but shall be in addition to all other rights and remedies available at law or equity to such Environmental Lights Indemnitee. “Environmental Lights Indemnitee” means Environmental Lights and its respective officers, directors, representatives, successors, and assigns. Environmental Lights may, at its sole option, elect to control or participate in the defense of any claim that is indemnifiable hereunder, and you will reimburse the Environmental Lights Indemnitee for all reasonable and customary expenses related thereto, including attorney’s fees.
12) CONFIDENTIALITY / PUBLICITY
You shall treat as Environmental Lights’ “Confidential Information”: (i) all non-public information provided by Environmental Lights; (ii) all specifications or other documents prepared by Environmental Lights in connection herewith, including all drawings, diagrams, and other materials delivered to you prior to placement of an Order; (iii) the fact that you have contracted to purchase the Products from Environmental Lights; (iv) pricing information; and (v) all other non-public information relating to an Order. Except where an Environmental Lights executive has given prior express written consent, you shall not (w) identify, directly or indirectly, Environmental Lights as the source of the Products to any third party (including any subsequent purchaser thereof); (x) authorize or release materials that make reference to or explain any Confidential Information; (y) use any name, trademarks or logos of Environmental Lights; or (z) advertise or otherwise disclose or publicize an Order, its terms, or your affiliation with Environmental Lights under such Order.
13) LIMITATION OF LIABILITY
IN NO EVENT WILL ENVIRONMENTAL LIGHTS’ AGGREGATE LIABILITY UNDER, RELATING TO, OR IN CONNECTION WITH AN ORDER (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY PRODUCT) EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO ENVIRONMENTAL LIGHTS WITH RESPECT TO SUCH ORDER THAT IS THE SUBJECT OF THE LIABILITY, WHETHER SUCH LIABILITY IS BASED ON NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE UNDER, RELATING TO, OR IN CONNECTION WITH AND FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER SPECULATIVE DAMAGES, OR ANY LOSS OF BUSINESS, PROFITS, REVENUES, INCOME, OR SIMILAR LOSS, DIMINUTION OF VALUE, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, OR ANY LOSS RESULTING FROM INTERRUPTION OF BUSINESS, OR COST OF SUBSTITUTE GOODS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY (INCLUDING UNDER ANY REPRESENTATION, WARRANTY, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH AN ORDER.
14) FORCE MAJEURE
The obligations of either party under an Order, other than payment obligations, shall be suspended during the time such party is prevented or hindered from complying therewith, in whole or in part, by reason(s) of a Force Majeure. “Force Majeure” means any event caused by or resulting from circumstances beyond the reasonable control of the party so affected, including, but not limited to, labor disturbances, acts of God, fire, explosion, perils of the sea, floods, storms, earthquakes, tidal waves, riots, sabotage, unavoidable accidents, pandemics, restrictions or requirements of governmental authorities whether domestic or foreign, embargoes, labor disputes, acts of war (declared or undeclared) or conditions arising out of or attributable to war, failure by suppliers or transportation providers and other similar causes beyond the control and without the fault or negligence of the party affected.
15) GOVERNING LAW / DISPUTE RESOLUTION
Each Order shall be governed by and interpreted in accordance with the internal laws of the State of California (without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any other jurisdiction). For any cause of action, claim, suit, or demand allegedly arising from or related to the terms of an Order or the relationship of you and Environmental Lights pertaining to an Order and the transactions contemplated hereby or thereby, the parties irrevocably (i) submit themselves to the jurisdiction of the State Courts of California, located in San Diego County, California, and the United States Federal District Court for the Southern District of California; (ii) waive all objections to lack of personal jurisdiction for the purpose of effectuating this provision; (iii) agree that service of process may be made upon any of them in any proceeding relating to, or arising out of, an Order by any means allowed by California or United States federal law; and (iv) agree that venue is proper for any such proceeding in San Diego County, California. If any action at law or in equity is necessary to enforce the terms of an Order, the prevailing party shall be entitled to reasonable attorney’s fees, costs and expenses, in addition to any other relief to which such prevailing party may be entitled.
16) ASSIGNMENT / GENERAL CONDITIONS
You shall not assign, subrogate, or transfer any interest, obligation, or right under an Order (whether by merger, consolidation, dissolution, operation of law, or otherwise), without the prior written consent of Environmental Lights. Any purported or attempted assignment, subrogation, or transfer by you will be void and of no force or effect if not done in accordance with this Section. Subject to the foregoing, the rights and obligations of the parties shall inure to the benefit of, will be binding upon, and will be enforceable by the parties and their lawful successors, assigns, and representatives.
17) ENTIRE AGREEMENT
Except as provided herein or as otherwise agreed upon between you and Environmental Lights in a separate, fully-executed, signed agreement relating to the subject matter hereof, each Order and any documents referenced therein constitute the entire agreement between the parties regarding the Products and supersede the parties’ prior agreements, understandings, and discussions. These Terms may not be modified by any document issued by you or by the parties’ course of dealing or performance, custom or usage, but only by a writing signed by both parties. In the event of a conflict between these Terms and Environmental Lights’ manually populated price and quantity accompanying an Order, Environmental Lights’ manually populated terms regarding price and quantity will govern. In the event of a conflict between these Terms and any documents referenced herein, the Terms will govern.
18) RELATIONSHIP BETWEEN THE PARTIES
The parties agree that you shall perform your obligations hereunder as an independent contractor. Nothing contained herein shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between you and Environmental Lights. 4
No failure to exercise, and no delay in exercising, any right, remedy, privilege, or power under or pursuant to these Terms shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, privilege, or power provided for under or pursuant to these Terms by either party hereto preclude or limit such party from any other or further exercise thereof or from pursuing any other right, remedy, privilege, or power available pursuant to these Terms, at law, in equity, by statute or otherwise.
20) AMENDMENT / UPDATE TO TERMS
Environmental Lights may update or amend these Terms by posting such terms on EnvironmentalLights.com, and such updated terms shall be binding upon the parties’ execution of any Order placed after such update.
These Terms were last revised 10/21/23.
This Shipping Policy is subject to, and incorporated into, the Environmental Lights Terms and Conditions of Sale ([link]). All terms used but not defined herein shall have the meanings assigned to them in such Terms and Conditions of Sale.
- You assume risk of loss upon any Product leaving an Environmental Lights facility; provided that, if you choose to ship your Order via your own carrier or use your own Federal Express (FedEx) or United Parcel Service (UPS) account, then the shipment terms are EXW (Environmental Lights warehouse) (Incoterms 2020), which means that all obligations, costs, and risk involved in the delivery of any Product shipped from Environmental Lights to you once such Product leaves our warehouse.
- All shipping charges are calculated based on your shipping address and the service level you choose upon placement of your Order.
- Transit and delivery estimates do not include Saturdays, Sundays or holidays.
- If you provide an incorrect address that results in an address correction surcharge from the shipping carrier, you will be charged for this surcharge.
- Environmental Lights shipping charges include fulfillment, packaging, shipment preparation and order review.
- For destinations outside the U.S., your country may levy duties, tariffs, customs fees or other taxes (“Destination Charges”) that you must pay. Unless otherwise communicated by Environmental Lights, Destination Charges are not included in the total cost of your Order and are your sole responsibility.
- Freight charges are non-refundable if Environmental Lights made no shipping error.
- Environmental Lights will choose the carrier to best fit your Order needs – —typically FedEx or UPS within the United States, and occasionally United States Postal Service (USPS) when required.
- Environmental Lights ships from multiple warehouses across the United States. Depending on the Product(s) included in your Order, you may receive shipments
This Returns Policy is subject to, and incorporated into, the Environmental Lights Terms and Conditions of Sale. All terms used but not defined herein shall have the meanings assigned to them in such Terms and Conditions of Sale.
All returns must have prior approval from Environmental Lights and must include a Return Merchandise Authorization (RMA) number. Subject to other terms herein, an RMA number must be requested by you and issued by Environmental Lights within thirty (30) days of Order shipment, and you may request such an RMA number by contacting Environmental Lights Customer Service at 858-521-0233 or by e-mailing firstname.lastname@example.org. Returned Products must be received by Environmental Lights within twenty (20) days of RMA number issuance or the RMA will be canceled.
Returns are subject to the conditions below:
General Returns Policy – Standard Stock Products
- All returns must follow the RMA process and documentation requirements as identified by Environmental Lights when the RMA is executed by the customer.
- Any returned Product must be in the original packaging in as-new condition, with the return shipping prepaid by you, the customer. Such returned Product must be shipped with sufficient packaging material to ensure such Product retains its condition and is resaleable. All manuals, warranty cards and ancillary items must also be in saleable condition.
- The RMA number must be marked clearly on the external shipping packaging, and an RMA Packing Slip must be included inside the package with the returned Product(s).
- A restocking fee of 15% of any returned Product’s value (the “Restocking Fee”), as identified in the Order, will be applied to such returned Product. For the purposes of calculating the Restocking Fee, only the listed price of the returned Product will be considered, and all taxes and shipping discounts and shipping fees for the Order will not be included. The Restocking Fee shall also apply to Orders that are cancelled by you, for any reason, after they have already shipped from Environmental Lights; the Restocking Fee shall not apply to Orders that are cancelled by you, for any reason, before they have already shipped from Environmental Lights.
- All shipping and handling fees for Orders are non-refundable.
- You, the customer, are responsible for payment of all shipping fees for all return Products, regardless of the reason for the return.
- A credit memorandum will be issued, if applicable, or original Order refunded after completion of Environmental Lights’ inspection and validation of any returned Product.
- Any returned Product that has not been authorized by an RMA will not receive credit. This General Returns Policy is subject to the exceptions below. Environmental Lights encourages you to order samples before placing large Orders to ensure all Products meet your requirements.
Important Exceptions – Products That Are Not Eligible for Return
- The following Products are non-returnable and non-refundable:
- Products sold as custom products and Products that are custom-manufactured, custom-assembled or special-ordered. Orders for such Products are also non-cancellable.
- Products that have been used. o Products that have been damaged due to water, lightning, voltage spikes, misuse or improper installation.
- Products shipped to you more than thirty (30) days ago.
- Aluminum channel and companion lenses and diffusers.
- Sample kits.
- Products sold as non-returnable, including, but not limited to, clearance and discontinued Products.
All packaging and Products are carefully inspected by Environmental Lights prior to shipment to you. If any Product is damaged during shipment by the carrier, please contact your assigned Environmental Lights Sales Representative via phone or e-mail within five (5) calendar days of delivery to initiate an RMA/damage claim, providing reasonable detail as to the extent of such damage. Environmental Lights is not responsible for any damage claims submitted after five (5) calendar days of such delivery to you.
Returns related to defective Products shall be handled as outlined in this Returns Policy; however, any warranty claims related to defective Products should be handled as indicated in Section 4 of the Environmental Lights Terms and Conditions of Sale. As noted in the Environmental Lights Terms and Conditions of Sale, Environmental Lights excludes and disclaims any and all warranties or representations, whether express or implied, as to the Products, including any implied warranty of merchantability or fitness for a particular purpose. Environmental Lights does not adopt or extend any warranty terms offered by the Products’ manufacturers but passes any such warranty terms to you. To the extent that a Product’s manufacturer(s) warrants such Product, all warranty claims should be submitted to Environmental Lights, and Environmental Lights will cooperate with such Product’s manufacturer(s) directly to resolve the warranty claim. To the extent that a Product’s manufacturer(s) does not provide any warranty for such Product, Environmental Lights shall provide a limited ninety (90) day warranty to you for such Product, pursuant to which Environmental Lights’ sole obligation and your sole remedy will be, in the event of a discovered defect of such Product and at Environmental Lights’ sole option, to (i) replace the defective Product or (ii) refund to you the purchase price paid, pursuant to the applicable Order, for such defective Product, subject to the relevant portions of the Environmental Lights Returns Policy.
Refunds and exchanges are typically processed and resolved within seven (7) calendar days of Environmental Lights’ receipt and inspection of the relevant Product(s).