SPECTRABEAMS LIGHTING, INC. EQUIPMENT AND COMPONENTS Standard Terms and Conditions of Sale
1. General: Spectrabeams Lighting, Inc. (hereinafter, the “Company”) requires that all persons or entities doing business with the Company to agree to the following terms and conditions (hereinafter these “Terms” or this “Agreement”) for the purchase of any products sold by the Company, whether manufactured by Company or not. These Terms apply to all purchases from Company. By submitting a purchase order or accepting any equipment from the Company, you confirm your agreement to be bound by and acceptance of these Terms, and will be considered a “Customer” for the purposes hereof. The terms of any purchase order or other document issued by Customer shall not apply to the extent they are inconsistent with the terms set forth in this Agreement unless expressly agreed and signed by Company in writing.
2. Quotation and Prices: Quotes are based on information and pictures provided by the Customer. Company is not responsible for any inaccuracies in the quote which are caused by missing or erroneous information provided by the Customer. Pricing associated with a quote will be maintained for 30 days from the date of the quote; provided however, any purchase order given in respect of a quote is not binding on the Company until accepted by the Company in writing through a Sales Order Acknowledgement. Company reserves the right to amend any quote prior to the 30 day expiration period in order to account for any materials which may have been excluded from such quote. All prices are expressed in USA dollars unless expressly stated otherwise and are exclusive of all taxes.
3. Cancellation: Once the Company provides a Sales Order Acknowledgement and Customer provides a down payment: (i) the purchase order may not be cancelled or altered in whole or in part without the execution of a change order signed in writing by Company and Customer; and (ii) all cancellations will be subject to the cancellation fees set forth below:
*A “custom” order means, for the purposes of this Agreement, any project where the materials used cannot be re-purposed or re-sold to a different Customer due to their unique or unusual nature.
4. Payment Terms: All payments for products shall be made in full, without offset or deduction, pursuant to the payment terms provided by Company (which may be at any time by Company and shall be attached to the Sales Order Acknowledgement). Company reserves the right to dictate payment terms by project, as may be set forth in the applicable Sales Order Acknowledgement. Should a project be split among different purchase orders, payment terms will be set for each individual Sales Order Acknowledgement. All Invoices, except those for down payment, which are not paid by the invoice due date shall be subject to an interest rate of 1% per month and shall begin to accrue five (5) days after the invoice is due. Company shall have no obligations under a Purchase Order, including with respect to material lead times, until Company receives a Customer’s down payment.
5. Non-Conforming Products: Rejection of non-conforming products must be made by Customer in writing within thirty (30) days of delivery. If Customer fails to provide Company with notice of such non-conforming products within thirty (30) days of delivery, any such alleged non- conformance will be deemed waived. A claim that products are non-conforming shall not entitle Customer to deduct or setoff any sum from any invoice unless Company agrees in writing.
6. Delivery and Risk of Loss: Any date quoted for the delivery is an estimate only and the Company shall not be liable for any loss or damage howsoever arising as a result or consequence of any failure to deliver or delay in delivery. The start date for the estimated period of delivery does not commence until Company has received Customer’s down payment. Customer shall not be relieved of any obligation to accept or pay for products by reason of any delay in delivery. The risk of loss or damage to the products shall pass to the Customer on delivery or upon customer’s actual possession, whichever occurs first.
10. Default in Payment: Company will treat any default by Customer in payment of any amounts due to Company as a material breach of this Agreement. Upon such default, Company may, in addition to other remedies available to Company, including seeking a claim for breach of the Agreement :
a. Cease work on all Sales Orders placed by Customer until payment is received by Company in full;
b. If Customer has possession of the products, enter upon any premises of the Customer where the products are stored and remove the products at Customer’s expense;
c. If the products have been sold by Customer to a third party, Company has the right to bring proceedings against such third party in the name of the Customer to recover monies owing to Customer as a result of a sale of the products by Customer. Any amounts recovered as a result of such proceedings shall be retained by the Company in payment of amounts owing for products supplied by the Company to the Customer together with the costs incurred in relation to such proceedings.
Customer shall be liable for all cost incurred by Company in enforcing any of its rights hereunder, including but not limited to attorney’s fees and other third party expenses.
11. Waiver: Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
12. Subcontracting: The Company reserves the right to subcontract the production, manufacture or supply of the whole or any part of the products or of any materials or services to be supplied.
13. Notices: Any notice required to be given pursuant to this Agreement shall be sent via email to (in the case of Spectrabeams) admin@spectrabeams.com or (in the case of Customer) to the email address set forth in the purchase order. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
14. Governing Law: This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Texas, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction.
15. Warranty: Company provides the warranties and representations set forth in Exhibit A hereto (the “Warranty”). Unless an extended warranty is purchased through a separate agreement and subject to the terms herein, the warranty period begins on the date of delivery of the Product. If Products arrive in multiple shipments, the Warranty period shall begin 30 days after the first shipment of fixtures arrives to Customer from Company. For the avoidance of doubt, Customer shall not be entitled to the benefit of the Warranty until Company has received payment in full for the Products. All service work not covered by the warranty is charged at the Company’s current hourly rates. A service quote can be provided upon request.
16. Electrical Supply Requirements for use of Company Products: Company products require a dedicated power source. Company strongly recommends that the Customer utilize an uninterrupted power supply (UPS) to protect its investment. Company makes no warranty or representation as to the safety of the site, and no oral communication by Company or Company’s agents shall be construed as such. Customer is responsible for ensuring that the site is free from dangerous conditions and appropriate for installation of Company’s products.
17. Limitation of Damages: IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS), ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S ENTIRE LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF OR FAILURE TO PERFORM HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID FOR ITS GOODS AND/OR SERVICES PURSUANT TO THIS AGREEMENT.
18. Severability: In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
19. Integration: This Agreement constitutes the sole and only agreement of the parties with respect to the subject matter herein and contains all of the covenants and agreements between the parties with respect thereto, and supersedes any previous communications, representations, or agreements, verbal or written, related to the subject matter of this Agreement. This Agreement shall only be amended in writing signed by the Company.
20. Force Majeure: Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, epidemic, fire, natural disaster, labor stoppage, pandemic, war or military hostilities, supply or raw materials delays or shortages, labor strikes, inability of carriers to make scheduled deliveries as a result of the foregoing, or any other event which is outside the control of such party. Notwithstanding the foregoing, in no event shall Customer be excused from making any payment due to a force majeure event.
21. Assignment: Customer may not transfer or assign any or all of its rights, obligations, or benefits hereunder, in whole or in part, to any third party, without the prior written consent of Company.
10-YEAR SERVICE AND SUPPORT WARRANTY
Spectrabeams Lighting, Inc.’s (“Spectrabeams”) limited warranty to an end-user (the “User” or “you”) for new Spectrabeams fixtures and/or Products (“Products” or “Product”) is as follows (the “Warranty”): Spectrabeams warrants that new Products shall operate and shall be free from defects in materials and workmanship for the period of 10 years or 30,000 light usage hours from the date the Products are delivered to User (the “Warranty Period”). Light usage hours shall include any time the fixture receives power for illumination as measured in 15 minute increments. Spectrabeams will provide all materials and labor necessary to maintain operation of your lighting system to its original design criteria.
The Warranty shall be further subject to these terms and conditions specified below.
I. Terms and Conditions
Spectrabeams shall have no liability under the Warranty and the Warranty shall not apply in the event: (a) the number of inoperable fixtures is less than 10% of the total fixtures in the project area unless there is a significant light loss in the field of play (as determined by Spectrabeams in its sole discretion); (b) installation of a Product in a manner that is not in accordance with Spectrabeams’ specifications and instructions, including, without limitation, those set out in the instruction manual accompanying a Product; (c) installation of a Product completed by an unlicensed electrician; (d) any repair or modification of a Product without the prior written consent of Spectrabeams; (e) the use of components, parts, accessories, or other materials not manufactured by Spectrabeams in the modification or repair of a Product; (f) use of a Product in conditions resulting in abnormal use or stress, including, but not limited to, over/under voltage or current conditions, excessive switching cycles, operating hours, or outside any applicable recommended operating conditions as set out in Spectrabeams specifications. Spectrabeams’ determination of a non-warranty condition shall be conclusive. Spectrabeams reserves the right to examine all returned Products, their specific installation location, and patterns of usage to determine the cause of failure. Spectrabeams will not be bound by any terms, conditions, or representations, which are not stated herein including, but not limited to, any statements made by distributors or re-sellers.
II. Warranty Activation / Service Claims
You must make a valid Warranty claim to Spectrabeams in order to receive coverage under the Warranty. Warranty claims can be serviced by contacting Spectrabeams’ customer service and sales center:
Phone: 1.888.390.5235
Email: admin@spectrabeams.com
Address: P.O. Box 2140
Round Rock, TX 78680
If you are unsure whether a situation exists that is covered by the Warranty, please contact Spectrabeams’ customer service and sales center at the phone number or email address listed above for assistance.
III. Return of Defective Product
Before returning any defective Products, you will be required to fill out a Warranty Assessment form with Spectrabeams. After reviewing your Warranty Assessment form, Spectrabeams may require you to promptly return the Product. If return of the Product is requested, please ship the Product in its original packaging or packaging that gives an equal degree of protection. Please do not include any accessories when returning the Product to Spectrabeams, as Spectrabeams will not be responsible for the loss of any such accessories. This Warranty is void in the event that Spectrabeams discovers tampering or disassembling of its Products, such as altering serial numbers or removal of factory-supplied stickers. Spectrabeams reserves the right to utilize new, reconditioned, refurbished, repaired or remanufactured products or parts in connection with Warranty repairs. Repaired or replaced products are warrantied for the remainder of the original Warranty period.
IV.Limitations of Warranty
THE WARRANTY STATED HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AND SPECTRABEAMS EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ANY SUGGESTIONS BY SPECTRABEAMS OR SPECTRABEAMS AGENTS REGARDING USE, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS CONFIRMED TO BE SUCH IN WRITING BY SPECTRABEAMS.
This Warranty does not cover: (a) Damage due to acts of God; (b) Cosmetic damage; ( c) Accident, theft, vandalism, misuse, abuse, negligence, animal or insect infestation, or modification of any part of the Product; (d) Damage due to improper operation or maintenance, connection to improper equipment, or attempted repair by anyone other than Spectrabeams; (e) Products sold AS IS and WITH FAULTS; (f) Products not purchased in a new condition; (g) Third-party products including network equipment, breakers, switches, etc.; (h) repairs or damages made necessary by the actions of third parties not under the control of Spectrabeams
V. Additional Provisions
1. Determination of Repairs: Spectrabeams will utilize information from its control system and/or customer to determine when the usage of the field has been materially impacted. With this information, Spectrabeams will determine needed repair and/or replacement of product.
2. No warranty work/replacement, including labor (to the extent applicable) shall take place until the entirety of the system including poles/fixtures/controls has been paid for by responsible party. If Products arrive in multiple shipments, the Warranty period shall begin 30 days after the first shipment of fixtures arrives to Customer.
3. Cooperation: Customer agrees to meet all electrical and installation requirements as specified by Spectrabeams. In addition, Customer will offer full cooperation to ensure Spectrabeams can fulfill terms of warranty in a timely fashion. This cooperation includes, but is not limited to, not limiting information, granting access to site and precise fixture location as needed and performing basic diagnostic activities such as checking/replacing fuses, ensuring that structural components have not been compromised.
4. Resources: Where applicable, Spectrabeams may require access to and the use of lifts, cranes or other heavy equipment. Spectrabeams will not be responsible for costs associated with renting or operating any equipment or any damage from operating the equipment on the ground in the prescribed manner.
5. Maintenance: Customer agrees to perform regular inspection of lighting equipment and ensure that it remains free of blockage or build-up including but not limited to bird nests, insect activity or plant debris. In addition, customer agrees to check breakers and fuses and replace as necessary.
VI. Limitation of Liability
THIS WARRANTY SHALL CONSTITUTE THE EXCLUSIVE REMEDY AND THE SOLE LIABILITY OF SPECTRABEAMS TO YOU, OR TO ANY THIRD PARTY. IN NO EVENT WILL SPECTRABEAMS, ITS DIRECTORS OFFICERS, OR AGENTS BE LIABLE TO YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, IN TORT, OR ON ANY OTHER BASIS, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL LOSS, COST, OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE SALE, MAINTENANCE, USE, OR INABILITY TO USE THE PRODUCT, EVEN IF SPECTRABEAMS OR ITS DIRECTORS, OFFICERS, OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS, OR DAMAGES, OR IF SUCHLOSSES,COSTS,ORDAMAGES ARE FORESEEABLE.INNO EVENT SHALL THE LIABILITY OF SPECTRABEAMS, ITS DIRECTORS, OFFICERS, OR AGENTS EXCEED THE PRICE PAID FOR THE DEFECTIVE PRODUCT, EXCLUDING INSTALLATION COSTS. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON THECONTACT FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS LIMITED WARRANTY OR THE SALE OF PRODUCTS COVERED BY THE WARRANTY.
VIII. Choice of Law
The document, including the Warranty shall be construed and enforced in accordance with the laws of the State Texas and the laws of the United States applicable in that state. Each party submits to the jurisdiction of the federal and state courts of the State of Texas
IX. Effective Date
This Warranty is effective for purchases on or after the effective date listed below.
[6.2023]
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