TERMS AND CONDITIONS OF SALE
▼ WARRANTY: Seller warrants to the original purchaser only that the products described on the accompanying Purchase Order (“Products”) are free of defects in workmanship during the Warranty Period set forth below and subject to the exclusions provided herein. The express warranties contained herein are in lieu of all other warranties, express or implied, including any warranties of merchantability and fitness for particular purpose and all other warranties arising from course of dealing or usage of trade.
This warranty does not cover damage resulting from normal wear and tear on the product or improper installation or maintenance, installation or specification, accident or abuse or failure of a third party’s product. Also, due to the nature of custom jobs, this limited warranty does not apply to any product that has been designed and manufactured based on custom specifications supplied by a customer or its agents. Variations in print, pigment or dye lots, gauges, flatness, customer’s own or customer’s specified material and/or interlayers and textures which may vary slightly between the samples provided and the Product actually delivered. Scratches and other flaws that may occur during third party fabrication and installation as well as naturally occurring discoloration or variation are not covered. The warranty does not cover damages caused by spills, negligence, misuse, water, sand, or other extreme environmental conditions like heat, cold, ice and/or wind. This warranty does not cover damages arising from the modification of the Products by Purchaser. Custom fabrication provided by Seller is not covered under this warranty for the following: irregularities in gauges, texture, color, image, edge finish seaming or surface variation caused by printing, laminating or heat draping that are not visible from a 3-foot distance.
▼ CLAIMS: Should any Product fail to conform with this limited warranty during the 12-month period from the date of shipment of such Product by Seller to the original Purchaser (“Warranty Period”), Seller shall, upon prompt written notice, at its option and cost, repair or replace the affected part or parts or issue a credit. Should any product fail to conform to this limited warranty during Warranty Period, Purchaser shall contact the Sales Agent to initiate a claim. Seller will not accept any claims for adjustment under its warranty or any requests for return of Product or issuance of credit on any Product after the Warranty Period. No credit, claim or adjustment will be allowed by Seller on Product which has been cut or processed in any manner unless authorized in advance in writing by seller. No returned Product will be accepted and no credit or claim for product returned to Seller will be allowed until such return has had prior written approval of Seller after its inspection of the Product and a returned goods order number has been assigned. Seller shall have the right to specify the transportation method and courier for returned Products.
Any claims are to be submitted in writing to LumiVisions LLC:
300 Wilson Avenue, Suite 2020
Norwalk, CT 06854
Attn: Customer Service
Upon review and approval of claim a return authorization will be supplied.
▼ SELLER’S LIABILITY: Seller shall not be liable for prospective profits or special, indirect or consequential damages, nor shall recovery of any kind against Seller be greater in amount than the purchase price of the specific Product sold and causing the alleged damage. Buyer assumes all risk and liability for loss, damage or injury to persons or property of Buyer or others arising out of use, misuse, installation or possession of any Product sold here under, including use of such Product in combination with other substances.
▼ END USE: Final determination of the suitability of the Product specified or unspecified including Interlayers for the use contemplated by Buyer, is the sole responsibility of Buyer and Seller, shall in no way be responsible for the suitability of the Product for any particular end use.
▼ PRICES: Unless otherwise stated herein, all prices are F.O.B. the specified Seller’s plant. All prices are valid for orders entered for specified quantities by the date indicated and for shipment within ninety (90) days of order entry.
▼ DELIVERIES: Buyer shall notify Seller of full details as to descriptions and shipping and delivery dates and places. All shipments of Product covered by this order shall be made within three (3) months from date of acknowledgment unless specific written agreements are entered into relating to Seller’s Blanket Order/Incremental Release Program. Seller shall not be liable to Buyer for any damages claimed resulting from requested storage or delay in delivery of the merchandise after the date of delivery specified herein unless otherwise stated herein.
▼ FORCE MAJEURE: Seller shall not be liable in damage for, nor deemed to be in default by reason of any failure to deliver or delay in delivery due to any cause beyond its reasonable control. This is to be interpreted to be inclusive of, but not limited to, delays incurred by fire, the elements, war, labor disputes or difficulties, interruptions or shortage of labor, raw materials and/or transportation facilities, inability to obtain supplies or for any cause interfering with its production facilities or those of its sources of supply.
▼ CONTROLS: Each order is made subject to all present and future government laws, orders, regulations or restrictions affecting or limiting the supply of Products or the production or delivery of Products. During the period of any such contingency, Seller will endeavor to allocate deliveries fairly among customers but reserves the right finally to determine deliveries to be made at its discretion without liability.
▼ BUYER’S CREDIT: If the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, or Buyer is in default to Seller under this or any other contract, advance cash payment or satisfactory security shall be given by Buyer upon demand by Seller, and shipments may be withheld until such payments or security is received. Buyer shall make no deductions (including those alleged damages) from payments due hereunder.
▼ TAXES: All increases in, and all new taxes, excises or other governmental charges hereafter imposed on the production, sale or transportation of the Product sold hereunder which Seller may be required to pay, shall become part of the price payable by Buyer.
▼ FREIGHT: If Seller is to pay freight, Seller shall have the right initially to designate the means of transportation and routing, and if Buyer requires a more expensive means of routing, Buyer shall pay any extra cost involved. Buyer shall pay to Seller any increase in freight subsequent to the date hereof. Freight is not insured unless otherwise specified by the Buyer. Freight costs and charges are exclusive of all LumiVisions Architectural Elements architectural crating and handling costs and charges if any which will be billed separately.
▼ MODIFICATIONS: The terms and conditions hereof constitute the entire contract for the Product. No modification, limitation, waiver, cancellation or discharge of this contract or of any of its terms shall bind Seller unless in writing and signed by Seller’s authorized employee at its headquarters. No modification, limitations, waiver, cancellation or discharge of this contract shall affect Buyer’s liabilities to Seller accrued prior thereto. Buyers Purchase Order and its related Terms and Conditions will not take precedence over Seller’s Terms and Conditions in the event of a conflict. Buyer accepts that the Sellers Terms and Conditions are the only Terms and Conditions that apply to the order.
▼ CANCELLATIONS: Cancellations may be made in writing only, and will be accepted only after an agreement as to proper cancellation charges has been reached between Buyer and Seller.
All Purchase Orders which result in a written and accepted Change Order or Cancelation by LumiVisions prior to design, image acquisition purchase of glass, resin, wood, metal, fabric or any other raw material, cutting, tempering, texturing, coloring, laying up or laminating of any raw materials including customer own material shall be subject to a materials handling and re-stocking charge of Fifty Percent (50%) of the total value of the Purchase Order.
Cancellations and/or Changes which occur after any raw materials and.or images are purchased, designed, cut, tempered, textured, colored, laid-up or laminated are Non-Changeable, Non-Cancelable and Non-Refundable, even in part.
▼ MISCELLANEOUS: All rights and remedies of Buyer and Seller under this contract are in addition to Seller’s other rights and remedies and are cumulative, not alternative. If shortages should occur in Seller’s supply of specific items, Seller may prorate its deliveries. In the absence of proof to the contrary, it shall be presumed that the date, hereof, was the date of mailing hereof the validity, performance, construction and effect of this contract shall be governed by the laws of the State of Connecticut, including its provisions of the Uniform Commercial Code, for goods manufactured in the United States. In regard to goods manufactured outside the United States, the obligations of the parties shall be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.