TERMS AND CONDITIONS OF SALE
Terms and Conditions of Sales: This document, including the provisions in Seller’s quotation, order acknowledgment or Seller’s similar form (the “Contract”), constitutes an offer by ARDEN LIGHTING TECH, a division of Oldenburg Group Incorporated (“Seller”) to provide the products and/or services described herein (the “Products”) to the buyer to which this offer is addressed (“Buyer”). If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to the express terms contained in this Contract. Buyer’s acceptance of this offer is limited to the terms, covenants and conditions contained in this offer. Seller hereby objects to and rejects any additional, different or varying terms proposed by Buyer, unless an authorized officer of Seller expressly assents to such terms in a signed writing. Such proposal of additional, different or varying terms by Buyer shall not operate as a rejection of Seller’s offer, and Seller’s offer shall be deemed accepted without such additional, different or varying terms. This Contract constitutes the final agreement between Seller and Buyer regarding the Products and is a complete and exclusive statement of that agreement. Any terms, conditions, negotiations or understandings which are not contained in this Contract shall have no force or effect unless made in writing and signed by Buyer and an authorized representative of Seller. Seller’s representatives are without authority to change, modify or alter the terms of this Contract. Please read these Terms and Conditions carefully before using the arden.lighting website (the “Service”) operated by Seller
Acceptance: Buyer shall be deemed to have made an unqualified acceptance of this offer and the Contract on the earliest of the following to occur: (a) Seller’s receipt of a copy of this Contract signed by Buyer, (b) Buyer’s payment of any amounts due to Seller under the Contract; (c) Buyer’s delivery to Seller of any material to be furnished by Buyer; (d) Seller’s delivery of the Products; (e) failure by Buyer to notify Seller to the contrary within ten days of receipt of this Contract; or (f) any other event constituting acceptance under applicable law.
Governing Law and Forum: This Contract and any disputes hereunder shall be governed by and construed according to the internal laws of the State of Wisconsin.
Prices: All orders are subject to prices and terms of sale in effect on the date of shipment and are subject to change without notice. All price quotations expire one year from the date of quotation, unless otherwise specified and are subject to earlier change upon notice. All “Hold for Release” orders expire 180 days from the date of the original hold status, unless otherwise specified. Prices are in U.S. dollars and do not include duties, federal, state or local taxes of any nature. Buyer shall pay or reimburse Seller on demand for all taxes, fees and costs including, but not limited to any manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax, value added tax, duty, customs agent or broker fees, inspection or testing fee, freight costs, insurance, consular fees or any other tax, fee or charge of any nature whatsoever, including interest, imposed on, in connection with or measured by any transaction between Seller and the Buyer, in addition to the prices quoted or invoiced. All prices are for Products – less lamps unless otherwise stated in Seller’s catalog.
Shipping Dates: Acknowledged shipping dates are an approximation of the ship date and shall not be deemed a guaranteed date. Seller shall not be responsible for any damages, penalties or labor chargebacks resulting from delayed shipments or from its inability to ship by the acknowledged shipping date. Time for delivery shall not be of the essence.
Shipment Damage: Seller assumes no responsibility for damaged freight to any destination. Buyer shall inspect each carton for evidence of damage before accepting shipment. If damage is noted, it must be noted on the delivery receipt and pictures taken and maintained. If damage is concealed, Buyer shall immediately cease unpacking and notify the carrier representative. All damaged freight must be kept and presented for carrier disposition.
Product Specification Changes: All Product specifications either contained in Seller’s catalog, Website, or promotional literatureare subject to change without notice to Buyer and without creating liability to Seller.
Return of Goods: No Products may be returned without written authorization from Seller. Only standard Product, in new and resalable condition, will be considered for return authorization. Returned Products are subject to a restocking charge. Final credit will be determined after receipt, inspection, and acceptance of returned Products at Seller’s Facility. No credit will be issued for damaged Products, or for unauthorized returns. No Products will be accepted for credit more than 90 days from the invoice date. Buyer must pay all return shipping charges.
Limited Warranty: Seller’s limited warranty for the Products, if any, is available by contacting Seller: LINK TO WARRANTY PAGE]
Links To Other Web Sites: Seller’s Service may contain links to third party web sites or services that are not owned or controlled by Seller. Seller has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. Seller does not warrant the offerings of any of these entities/individuals or their websites. Buyer acknowledges and agrees that Seller shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
Indemnification: Buyer releases and agrees to indemnify, defend and hold harmless Seller and its shareholders, directors, officers, employees, agents, successors, assigns, affiliates and suppliers (individually and collectively, “Seller’s Indemnified Parties”) from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, losses, suits, demands, fines, penalties, judgments, damages or expenses whatsoever, including, without limitation, attorneys’ fees and costs (“Damages”) incurred by Seller or any of Seller’s Indemnified Parties due to or arising out of or relating to (a) misrepresentation or breach of this Contract, or violation of any law, by Buyer or any of Buyer’s shareholders, directors, officers, employees, affiliates, representatives, agents, successors or assigns (“Buyer’s Parties”), or (b) any damage to or destruction of property, or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or other act (or failure to act) of Buyer or any of Buyer’s Parties, or (c) actions, threatened actions, losses, damages or injuries to person or property (including death) related to or caused by Buyer’s products, Buyer’s specifications, drawings, descriptions, designs, approvals or instructions provided to Seller, or by Buyer’s infringement of the patents or proprietary right of any other individual or entity, or due to improper installation, application or use of the Products. Prior to settling any claim, Buyer will give Seller an opportunity to participate in the defense and/or settlement of such claim. Buyer shall not settle any claim without Seller’s written consent. In the event of any recall affecting the Products, Seller shall have the right to control the recall process and Buyer shall fully cooperate with Seller in connection with the recall.
Severability and Waiver: The invalidity of any provision or clause of this Contract shall not affect the validity of any other provision or clause hereof. Seller has the right to correct clerical or similar errors relating to price or any other term shown in this Contract. The failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of this Contract shall not be construed as a waiver or relinquishment or any right granted hereunder or the future performance of such term, covenant or condition.
Survival: Seller’s warranty limitations and damage limitations in this Contract, and any other provision the performance or effectiveness of which naturally survives, shall survive expiration or termination of the Contract for any reason
LIMITATION ON DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, PUNITIVE, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, OR FOR LOST PROFITS OR REVENUES DIRECTLY OR INDIRECTLY INCURRED EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S AGGREGATE LIABILITY WITH RESPECT TO THIS CONTRACT SHALL BE LIMITED TO THE MONIES PAID TO SELLER FOR THE RELEVANT PRODUCTS.
ARDEN LIGHTING TECH – A DIVISION OF
OLDENBURG GROUP INCORPORATED
1717 W. CIVIC DRIVE, GLENDALE, WI 53209