Standard Conditions of Sale

Effective December 1st, 2017

> Pricing

-       Prices shown are retail list prices, EXW Danbury, CT. Prices are subject to change without notice, any time prior to order confirmation.

-       Most products are priced as component parts- please read each section carefully.

-       Lamps are not included, unless otherwise stated in the price sheet.


> Taxes

-       All sales, use, excise and other taxes applicable to the sale of merchandise are to be paid by the purchaser.  If an exemption is claimed, the appropriate exemption certificate must be submitted prior to invoicing.


> Payment Terms 1

-       For accounts with open credit, the payment terms are usually net 30 days from invoice date. Invoices are issued upon shipment of merchandise.

-       For accounts with no open credit, payment in full is required prior to the shipment of merchandise. Advance payment is to include applicable freight charges and taxes.

-       For all new accounts, the initial order must be paid in full prior to the shipment of merchandise. Advance payment is to include applicable freight charges and taxes.

-       Payment not received before the due date will bear interest 1.5% per month.

-       Orders exceeding $10,000 net and special orders may require a 50% nonrefundable deposit, prior to shipment of product.


> Ordering Procedures

-       All orders must be submitted via fax or e-mail. Telephone or verbal orders are not accepted.

-       All orders are confirmed via e-mail by AXO LIGHT USA INC (“the Seller”). Order confirmation is only valid upon receipt of emailed acknowledgement by The Seller. The Seller reserves the right to reject any order for any reason, including without limitation, contractual limitations to which The Seller may be subject or a determination by The Seller  that it is not in The Seller ‘s best business interests to accept the order.

-       Shipment and invoicing of merchandise is based upon the Seller order confirmation. Please check it carefully upon receipt.


> Special Orders

-       All orders for non-standard products and Lightecture products are considered to be special orders and will be dealt with at the discretion of the Seller.


> Order Cancellations

-       Requests for order cancellations or changes must be submitted in writing to the Seller Customer Service Department.

-       Cancellation requests received after order confirmation could be subject to a cancellation charge up to 100% of the Seller Sales order value along with the 100% of the pre-paid freight charges.


> Shipment Terms

-       Seller reserves the right to select the most suitable carrier for the delivery EXW Danbury of merchandise, unless specific written instructions are provided by the purchaser and acknowledged in writing by the Seller.

-       All sales are EXW Danbury and shipping & handling charges are prepaid and billed to the purchaser, otherwise agreed among the parties. Delivery lead time must be confirmed in writing by the Sellers’s Representative.

-       Delivery lead time must be confirmed in writing by the Seller’s Representative.


> Warranties

-       The Seller warrants all products manufactured by The Seller to be free of defects in material under normal use for a period of (12 months) one year after the date stated on Axo light USA inc Invoice, except all MIND LED related products are three years after the date of original purchase.

-       Warranty is valid only ‘Standard Conditions of Sale’ have been explicitly accepted in writing or confirmed by signature.

-       Upon confirmation of a defect or failure, product will be repaired or replaced at the Seller’s discretion.

-       This warranty does not apply to Seller’s product(s) which have been altered or repaired or which have been subjected to neglect, abuse, misuse or accident (including shipping damages).

-       The Seller will not provide warranty to the customer if Seller’s transformers are not used.

-       In no event shall the Seller’s obligation under this warranty extend beyond the initial cost of the products and accordingly any consequential damages or labor costs arising out of a defect are expressly excluded.  No charge backs or charges for labor or material will be honored without the prior written consent from the Seller.

-       All products must be installed and/or used in accordance with applicable National or Local Electric Codes; the Seller will not repair or replace products damaged by improper use or faulty installations. 

-       The warranty is void if the product is operated outside its normal operating conditions.  LED product must be operated at a minimum starting temperature of -20°F and the maximum ambient temperature of 120°F.

-       The product should only be used with compatible building control devices and dimmers when applicable.

-       In the event of product failure, the Seller may require a measurement of voltage and temperature from the system that was taken after initial installation. Failure to provide such data may result in void of warranty.

-       The Seller does not guarantee the availability of any item listed and reserves the right to discontinue or change the technical or design specifications of its products at any time without notice.


> Claims

-       The Seller warranties that all merchandise is packed for shipment in accordance with the selected carrier’s requirements.  As noted above, shipment terms are EXW Danbury, CT, otherwise agreed among the parties.  Thus, the Seller does not assume responsibility for damages that occur in transit.  It is the purchaser’s responsibility to examine the merchandise upon receipt and file any claims directly with the carrier.

-       Claims against the Seller for product defects, error or shortages must be made in writing within 30 days from the delivery date.

-       Written notification must include an explanation of the claim and be forwarded directly to the Seller Customer Service Department. Failure by the purchaser to make a written claim within 30 days of receipt of merchandise will constitute acceptance of goods and waiver of any rights for compensation due to defects, errors or shortages.


> Merchandise Returns

-       Seller does not accept returns of merchandise, damaged or otherwise, without its prior written consent.

-       Returns are accepted only from parties who purchased merchandise directly from the Seller.

-       Approved returns must be in original packaging.

-       Returns of non-defective, re-sellable merchandise will be subject to a minimum restocking charge of 15% of the Seller invoice along with the 100% of the pre-paid freight charges.

-       Seller must be notified of intent to return merchandise within 30 days of receipt of product.

-       No returns or exchange will be accepted on custom made or modified items.


> ETL Listings

-       Products specifications and certifications are continually subject to changes.  Please keep checking with our Representatives in regards to updated product specifications and the latest ETL listings.


> Purchaser’s Responsibilities

-       The purchaser is responsible for compliance with applicable Federal, state and local laws, ordinances, rules and standards relating to the installation, maintenance, use and operation of merchandise purchased from the Seller.


> Trademarks; Intellectual Property

-       The Seller reserves the right to modify the “Axo Light” trademark and any other brand, logo or trade name under which the products are sold (the “Trademark”).

-       The Buyer may not use or reproduce the Trademark or any other intellectual property of Seller unless it has received the prior written consent of the Seller. Such consent shall not give the Buyer any proprietary interest in the Trademark or such other intellectual property of Seller, and may be freely revoked at any time, without notice, and without giving rise to any liability on the part of the Seller.


All Purchase Orders issued by customers are accepted and executed on the understanding that the Buyer is bound by the following Standard Conditions of Sale. Where there is any inconsistency between these Standard Conditions of Sale and any conditions that the Buyer seeks to impose, these Standard Conditions of Sale shall prevail. Any deviations from these Standard Conditions of Sale shall only be binding upon the Seller if the latter has expressly agreed thereto in writing. Without limitation on the foregoing, Seller’s performance on an Order shall not be considered acceptance of any counter-offer or terms provided by the Buyer.

By executing these Standard Conditions of Sale, the undersigned hereby accepts, and agrees to be bound by, all of the terms and conditions contained in these Standard Conditions of Sale.


1   Legal note: Any failure of the Seller to insist upon such payment terms or any course of dealing inconsistent with such payment terms shall not constitute a waiver or modification of this provision. The Buyer acknowledges and agrees that payment within the credit terms established between the Seller and the Buyer is intended as a substantially contemporaneous exchange for new value within the meaning of Section 547(c)(1) of the United States Bankruptcy Code since such credit terms are provided only under the understanding that the Seller will provide new value to the Buyer in filling currently outstanding or anticipated releases. Buyer hereby grants Seller a purchase money security interest in all products sold to Buyer, as well as all products and proceeds arising from the sale of such products. Buyer hereby authorizes Seller to file financing statements, send notices to third parties, and take such other steps as are necessary or desirable in order for Seller to perfect and maintain the first priority of its security interest. The Uniform Commercial Code and the United Nations Convention on the International Sale of Products expressly do not apply to any order.