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Columbia Lighting, (hereinafter "Columbia") Columbia hereby gives notice of its exception to any different or additional Terms and Conditions other than as stated herein and these Terms and Conditions supersede all those published and issued previously by Columbia. All sales are expressly made conditional on Buyer's consent to the following Terms and Conditions. Buyer's acceptance of the provisions of Columbia's Terms and Conditions as recited herein shall be conclusively presumed on Buyer's receipt of the goods. These Terms and Conditions constitute the entire agreement between Columbia and the Buyer, and supersede other communications between the two parties, whether written or oral.
Contact local sales representatives for pricing.
Columbia's terms are 1% 10th proximo, net 25th, unless otherwise quoted or indicated on the face of Columbia's invoice. Remittance address and payee is indicated on the invoice. Invoices dated the 26th through 31st will be considered as dated on the first day of the following month. Invoices will be dated the day of shipment. No discount on export or any special packaging charge. No discount on freight. A service charge of 1 1/2% per month or, if such rate exceeds the maximum lawful rate, the maximum lawful rate shall be assessed on all past due payments and shall be payable on demand.
Quotation Price Protection
All prices shown in the price lists are subject to change without notice. All quotations on special products or modifications to catalog items are binding only if confirmed in writing by Columbia for the period shown on the quotation. All quotations on equals are subject to approval after the submission of catalog cuts. Quotations are based on complete shipments unless otherwise stated in writing on our quotation. Price protection will be provided for a period of thirty days from date of quotation from Columbia.
Orders of more than $5,000 will be accepted on a "Hold For Release" basis only if the time periods specified on a written quotation are adhered to. Production and procurement of components will be withheld until a firm release date is given. Hold for release orders without a specified time period on a quotation will be canceled after one year from date of the order.
SALES AND SIMILAR TAXES
Columbia's prices do not include Federal, State or Municipal sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the equipment hereunder, shall be paid by the Buyer, or in lieu thereof, the Buyer shall provide Columbia with a tax exemption certificate acceptable to the taxing authorities.
Acceptance of Orders
All orders are subject to acceptance by Columbia at its order receipt location and are subject to Columbia's Terms and Conditions. Columbia reserves the right to select its customers and reject any order. Additions to orders are allowed provided the original order has not yet been released to manufacturing. Any other terms proposed by Buyer and/or stated in a customer's purchase order are not allowed unless expressly accepted in writing. Acceptance of any order is subject to availability of product and the ability of Columbia to deliver. Orders will be billed at prices in effect at time of shipment unless otherwise agreed. We reserve the right to refuse to make direct shipments to destinations outside the customer's normal trading area. Buyers placing orders who are not appointed to purchase and sell Columbia products will be referred to the closest appointed stocking distributor in their area.
Columbia will use reasonable efforts to meet shipment or delivery dates specified by Columbia, but such dates are estimates only. Columbia will not be liable for any delay or non-delivery in shipping, for any reason, but not limited to delay or non-delivery caused directly or indirectly by Acts of God, fire, flood, strike or lockout or other labor dispute, accident, civil commotion, riot, war, governmental regulation or order, whether or not it later proves to be invalid, or from any other cause or causes (whether or not similar to any of the foregoing) beyond Columbia's control. In no case will Columbia be liable for loss of profits or any indirect, special, incidental, multiple, punitive or consequential damages on account of any delay in delivery or non-delivery whether or not excused hereunder.
Buyer requests for shipping deferment must be approved by Columbia and are subject to price negotiation.
Limited Warranty and Limitation of Liability
MATERIAL: Columbia warrants all products sold by it to be merchantable (as such term is defined in the Uniform Commercial Code) and to be free from defects in material and workmanship for a period of one year from date of shipment. Buyer must notify Columbia promptly of any claim under this warranty. The Buyer's exclusive remedy for breach of the warranty shall be the repair or replacement, F.O.B. factory, at Columbia's option, of any product defective under the warranty, which is returned to Columbia within one year from the date of shipment, except as noted below. NO OTHER WARRANTY, WHETHER EXPRESSED OR ARISING BY OPERATION, COURSE OF DEALING, USAGE OR TRADE OR OTHERWISE IMPLIED, SHALL EXIST IN CONNECTION WITH COLUMBIA'S PRODUCTS OR ANY SALE OR USE THEREOF. Columbia's warranty shall extend only to the first Buyer of a product from Columbia, from Columbia's Buyer, or from an original equipment manufacturer reselling Columbia's product, and is non-assignable and non-transferable and shall be of no force and effect if asserted by any person other than such first Buyer. This warranty applies only to the use of the product as intended by Columbia and does not cover any misapplication or misuse of said product. This warranty excludes ballasts and lamps, and buyer agrees to make all claims regarding defects or deficiencies according to the warranty of the manufacturer thereof as its sole source of recourse or compensation.
APPLICATION: Columbia does not warrant the accuracy of and results from product or system performance recommendations resulting from any engineering analysis or study. This applies regardless of whether a charge is made for the recommendation, or if it is provided free of charge. Responsibility for selection of the proper product or application rests solely with the Buyer. In the event that errors or inaccuracies are determined to be caused by Columbia, its liability will be limited to the reperformance of any such analysis or study. Products should be installed, used and maintained in accordance with the applicable Columbia instructions, National Electrical code and/or any prevailing local codes. No modifications to Columbia product can be made. Any modification will void any U.L. listings and Columbia warranty.
LIMITATION OF LIABILITY: IN NO EVENT, WHETHER AS A RESULT OF A BREACH OF CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR ALLEGED NEGLIGENCE, SHALL COLUMBIA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT, LOSS OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF THIRD PARTIES OF THE BUYER FOR SUCH DAMAGES. IN NO EVENT SHALL COLUMBIA'S TOTAL LIABILITY FOR ANY REASON ARISING HEREUNDER EXCEED THE PURCHASE PRICE PAID TO COLUMBIA FOR THE PRODUCT PURCHASED BY BUYER HEREUNDER.
Any claim by Buyer for breach of the foregoing warranty shall be deemed waived by Buyer unless submitted to Columbia in writing within thirty (30) days from the date Buyer discovered, or by reasonable inspection should have discovered the alleged breach. Any cause of action for breach of the foregoing warranty shall be brought within one year after the cause of action has occurred.
Any charges for labor, materials, etc. that does not have our written approval before such work is implemented will not be allowed. Contact Columbia Lighting Technical Services for support.
NOTE: Catalog pages are for reference only. Specifications and dimensions may change without notice.
Freight Allowance and F.O.B. Point
All sales are F.O.B. shipping point. Risk of loss and title of goods shall pass to Buyer upon delivery to the designated carrier. Freight is prepaid and allowed on all shipments of products with a net order value of $1,000 and above to destinations within the Contiguous United States. Consult Columbia for applicable terms and conditions outside the contiguous United States. Columbia reserves the right to select carrier and route-qualified freight allowed shipments via least expensive surface route within the Contiguous United States. Buyer will assume all charges for transportation specified via more expensive means. Acceptance of a specified routing does not constitute a guarantee of ship date, transit time or arrival date.
Columbia reserves the right to ship all prepaid orders in one complete shipment. Partial shipments may be made at our discretion. Columbia will not be responsible for any cartage or storage charges at destination. Columbia's responsibility for exception-free delivery ceases when the transportation company receives shipment in good condition. Claims for loss or damage must be reported directly to the carrier. Columbia's willingness to assist does not indicate liability for claim or replacement.
If an order has multiple releases specified by the Buyer, each release will be treated as individual orders, relative to freight allowance and minimum billing.
Back orders that are the responsibility of Columbia will be shipped F.O.B. factory or point of shipment with freight prepaid and allowed via the most cost effective method, providing the original order qualified for freight allowance.
All orders entered for Will-Call and not picked up within five days will be shipped to Buyer and appropriate freight and handling charges applied.
Standard Orders - $50 net per order. Parts - $25 net per order.
Stock Product - Buyer may cancel orders with written notice to Columbia subject to the following conditions and with Columbia's written consent. For current stocked product the buyer shall accept delivery of and pay for at the agreed upon prices all products which are released and/or allocated for this order. Columbia will always try to accommodate requests for cancellations but cannot guarantee stoppage of shipment for stocked product. If an order for stocked product is stopped after picking and prior to shipment buyer shall pay any costs associated with this order. If a cancellation request is received and the order cannot be stopped the product can be returned according to terms as outlined in the Return Goods Policy section.
Non-Stock Product - Cancellation of non-stock product may be made only if no work has been performed and no material purchased. If work has been performed any costs incurred will be charged to the customer, which may include a cancellation charge up to the price of the product. Upon cancellation, buyer owned materials will be disposed of by the seller at its discretion.
Returned Goods General Conditions applying to all transactions:
Columbia reserves the right to discontinue items, modify designs, and change specifications or prices without incurring any liability. Discontinued fixtures if ordered may not be returned for credit.
All invoices are due and payable per the standard terms stated herein. Buyer shall be liable for legal fees incurred by Columbia to collect past due amounts. In the case of an apparent discrepancy in a line item charge, the Buyer is obligated to advise Columbia Lighting Customer Service in writing of the nature of the claimed discrepancy within five (5) days of receipt of the invoice. This includes all requests for proof of delivery. A claim of discrepancy does not relieve Buyer of the absolute obligation to pay the remaining balance of the invoice in accordance with the standard terms of payment. Columbia, after review, will have sole discretion to resolve the discrepancy; and the Buyer expressly agrees to abide by Columbia's decision. Columbia will promptly advise Buyer of its decision regarding any disputed items or charges.
Buyer agrees that all information furnished by Columbia in connection with the sale of items will be confidential. The Buyer agrees not to disclose any such information to any other person, or use such information for any purposes other than performance hereunder.
Columbia warrants that at time of shipment, the equipment will conform to the applicable occupational safety and health standards promulgated pursuant to the Federal Occupational Safety and Health Act of 1970, which are in effect on the date that Columbia enters its acknowledgement of Buyer's order. The Buyer's exclusive remedy and Columbia's liability for breach of this warranty is limited to replacement of the nonconforming equipment.
Fair Labor Standards Act as Amended
Columbia represents that any goods to be delivered hereunder will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.
Buyer will comply with the provisions of the United States Government's Export Administration regulations and related documentation requirements and internal control procedures. Buyer shall be responsible for obtaining any necessary export or import licenses and permits.
Any assignment of rights hereunder by Buyer without the prior written consent of Columbia shall be void. No waiver by Columbia or any default shall operate as a waiver of any other default or of the same default on a future occasion. Columbia shall have the right to credit toward the payment of any monies that may become due from Buyer, any amounts that may now or hereafter be owed by Buyer under this or any other agreement or transaction between Columbia and Buyer. If any provision of this agreement is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. All clerical errors are subject to correction. The construction, interpretation and performance of Columbia and Buyer hereunder and all transactions hereunder shall be governed in accordance with the laws of the State of Washington. Venue for any litigation arising hereunder shall lie exclusively in the State and Federal Courts of Washington.