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TERMS AND CONDITIONS OF SALE – June 2023

1. All sales are expressly conditional on Buyer’s agreement to the terms and conditions hereinafter set forth. No additional or different terms apply, unless expressly agreed to, in writing, by Inter-lux, LLC. (“Inter-lux” and/or “Seller”). Seller hereby gives notice of its objection to any different or additional terms. These terms and conditions shall be binding upon the initial order and upon all future orders, notwithstanding the fact that separate terms and conditions may not be provided for each order.

2. All freight allowed shipments are sent FOB (Free On Board) Destination Point, defined as the buyer assumes ownership of the goods once delivered to the location as designated by the Buyer on the Purchase Order, seller retains the risk of loss until the goods reach the buyer. If the Buyer arranges the pick-up and transport of goods, freight terms are considered Ex-works and the Buyer takes ownership of the goods and assumes risk of loss when the goods are delivered to the transport company from the Inter-lux facility, or any other facility as designated by the Seller.

2.1 All non-freight allowed shipments are sent FOB Origination, Buyer assumes ownership and risk of loss once the goods are picked up by transport company. Insurance for FOB Origination shipments is the Buyers responsibility to obtain.

2.2 Orders with a Net Value greater than USD $15,000 will be shipped ground freight allowed for one single shipment.

2.3 Orders over USD $15,000 for which a partial shipment is requested by the Buyer will be sent freight allowed for the first shipment and then charged 5% the value of the goods sent in each subsequent shipment.

2.4 All Orders under USD $15,000 will be charged a 7% shipping fee and shipments are sent FOB Origination point, where the buyer assumes ownership and risk of loss when the goods are delivered to the transport company from the Inter-lux facility in Halethorpe, MD or any other facility designated by the Seller.

2.5 If expedited shipping is requested by the Buyer, Freight costs will be sustained by the Buyer.

3. Lead Times and Ship dates are an estimate and will be recognized from the date that seller has all the necessary information available which is required to process the order (release date). If delivery dates are specified, they cannot be guaranteed and are estimates only. Orders are accepted with the understanding that Seller is not obligated to make deliveries by any specific dates and assumes no liability for damages due to delay in filling the order. Seller shall not be liable for late deliveries or non-deliveries due to any cause beyond the Seller’s control interfering with production, delivery, transportation, or acceptance of its goods.

4. Price quotations will not contain any State Sales Tax and/or freight charges, unless expressly indicated otherwise in writing, and the tax shall be added where applicable. Price quotations are valid for Sixty (60) days from date of issue, unless revoked by Seller prior to acceptance. Prices for orders which are “on hold” for any reason will be held for (60) days after issuing of a quotation or confirmation. Any cancelled hold or released order which caused Seller to incur engineering costs to create drawings or submittals is subject to being invoiced for the engineering time at a rate of $250/hour or 10% of the order value as determined solely by Inter-lux. The acceptance by Inter-lux of any purchase orders is subject to Inter-lux issuing a written sales acknowledgment, which is subject to these terms and conditions. Upon issuance of an inter-lux sales order acknowledgment, the order is considered accepted as acknowledged if no response indicating otherwise is received by inter-lux within 3 days of issuance. Prices are subject to change without notice.

5. Every effort is made to avoid errors in websites, catalogues, specifications, and other data. Inter-lux hereby disclaims any liability, of any nature whatsoever, for service or labor charges in connection with errors in measurement, prices or specifications or other product information. Inter-lux reserves the right to change, without notice, specifications, and materials, which in our opinion do not alter the function of the product.

6. WARRANTY STATEMENT The goods sold hereunder are sold with all faults and “AS IS”. All warranties, expressed or implied, including any warranties of merchantability, usage of trade and fitness for a particular use are disclaimed, provided however that Inter-lux WARRANTS TO THE ORIGINAL PURCHASER THAT ITS PRODUCTS HAVE BEEN CAREFULLY INSPECTED TO BE FREE OF DEFECTS OF WORKMANSHIP AND MATERIALS WHEN INSTALLED AND USED AS INTENDED. Any alteration or abuse or misuse of the goods shall void this warranty. Inter-lux, at its sole option, will repair or replace, FOB our factory in Halethorpe, MD, any Inter-lux product that is defective in workmanship or materials. Any such repair or replacement shall be the exclusive remedy against Inter-lux. Products must be returned to the factory at the expense of the purchaser for factory evaluation. This warranty is effective for TWO (2) years from the date of invoice and shall cover the LED source and luminaire housing. The power supply (driver) shall be warranted for one (1) year from invoice and thereafter fall under the warrantees of the original manufacturer. ANY IMPLIED WARRANTY, INCLUDING THE WARRANTY OF MERCHANTABILITY AND/OR WARRANTY OF FITNESS FOR A PARTICULAR USE OR PURPOSE ARE HEREBY EXCLUDED AND DO NOT APPLY TO THIS, OR ANY OTHER SALE, BY Inter-lux. Labor charges for warranty, defects, late delivery or for any other claim will not be accepted for any reason. All warranties expressed or implied are for light fixtures only. This warranty cannot be modified by any oral agreement or understanding and may only be modified in writing signed by an officer of Inter-lux. This warranty is void if the products are repaired or altered outside the Inter-lux factory. Ballasts, Drivers, power supplies and other control interfaces are not covered by any warranty by Inter-lux but may be covered by a separate manufacturer’s warranty as these components are not manufactured by Inter-lux. For LED fixtures different conditions might apply – see product specifications for details.

7. If in Seller’s sole judgment Buyer’s credit shall become impaired at any time, Seller shall forthwith have the right to decline to make shipments hereunder, except for cash in advance, until such time as said credit has been reestablished to Seller’s satisfaction. Seller reserves the right to require full payment in cash before shipment or delivery. All orders for custom product require a 50-100% down-payment with placement of such order. Seller, to the full extent permitted by law, reserves the right to reclaim goods where the Buyer’s credit has become impaired.

8. Orders may be canceled by the Buyer only if agreed to, in writing, by Seller and upon payment of 25-100% cancellation/restocking charge. Orders for custom or modified product may not be cancelled after release. Any claim for shortages or incorrect shipments must be made upon Seller, in writing, within Fifteen (15) days of the invoice date. Returns will only be accepted if Inter-lux issues a Return Goods Authorization (“RGA”). Any request for a RGA must be made, in writing, within Thirty (30) days of the invoice date. All returns are subject to a minimum 50% restocking charge; all freight and reconditioning charges are the responsibility of Buyer.

9. Seller shall not be liable for any charges or costs incurred by Buyer for any cause or reason, including, but not limited to, delay caused by Seller and/or any warranty claim. In no event shall Seller be liable for prospective or speculative profits, or special, indirect, or consequential damages. The remedies of Buyer set forth herein are exclusive and the liability of Seller with respect to any contract or sale or anything done in connection therewith, whether in contract, tort (including Seller’s negligence), under any warranty or otherwise, shall not exceed the price of the product on which liability is based.

10. Any controversy or claim arising out of/or relating to the sale of goods, materials, equipment, etc. from Seller to Buyer, shall be settled by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The venue of any such arbitration shall be Halethorpe, MD.

11. The costs of any arbitration fees and/or expenses shall be added to the outstanding amount due seller in addition to interest and attorney’s fees. In any action commenced by Seller, whether on the arbitrator’s award or otherwise, MD State Law shall govern and Buyer waives the defense of lack of personal jurisdiction.

12. To the full extent permitted by law, Buyer waives the right to interpose or assert any counterclaim in any action or arbitration by Seller to enforce payment of its invoices.

13. No sales representative of Inter-lux has any authority to alter, vary or waive any of the terms and conditions contained herein. Any other agreements must be made in writing and signed by an officer of Inter-lux.

14. All sales are final, and no merchandise may be returned unless consent is given in writing by Seller. Buyer expressly agrees not to back-charge Seller or take a credit against any amount owed Seller for any reason without first obtaining written authorization.

15. Any cash discount allowed, and the terms of same, will be printed on Seller’s invoice and Buyer agrees not to take any such discount unless Buyer has complied with said terms and not to deduct any greater amount than allowed. Payment in full must be made in accordance with the terms stated on the invoice. Failure of Buyer to make timely payments shall constitute a default. Any invoice unpaid, within terms, shall be subject to the highest service charge and interest rate allowed by law. Buyer agrees, if in default, to pay all costs of collection, including attorney’s fees as provided below, together with any interest on any unpaid balance at the highest rate allowed by law. Payments with credit card will incur a 3.5% credit card fee to be added to the invoice amount.

16. In the event Buyer defaults in payment of any invoice, all remaining unpaid invoices shall immediately become due and payable without notice, together with, in the event an attorney is used to effect collection, 30% of the principal as attorney’s fees.