Terms of Service
By using our services, you agree to the Terms of Service described below. These terms are incorporated into all Sales Orders and Invoices issued by LightSource. If you do not agree to the Terms of Service below, please do not use our services.
(a) A "Buyer" is defined as the person or entity named in any Quote, Order, or any other materials prepared for the sale of Products
(b) “Seller” is defined as LightSource Products and Promotions LLC, its officers, directors, employees and agents
(c) "Products" are all of the goods and/or services to be sold by Seller that are referred to in an Order.
(d) A "Quote" is a written final quotation for the sale of Products issued by the Seller. and subject solely to the provisions of these Standard Terms and no other terms of the Buyer (unless otherwise agreed by Seller in writing).
(e) An "Order" is any offer to purchase the Products made by a Buyer that is accepted in writing by Seller
(f) A “Sales Order” is a written acknowledgement of the terms of an Order by the Seller
Acceptance of Order and Terms of Service
Buyer agrees to all of these Terms of Sales once any of the following occurs: (a) issuance of an Order by Buyer; (b) issuance of a Sales Order by Seller (c) payment by Buyer for all or part of the Products or the payment of any deposit; or (d) acceptance of delivery of all or any part of the Products.
Terms that are printed on or contained in a purchase order or other form prepared by Buyer which are in addition to, in conflict with, or inconsistent with, these Terms of Service are objected to and rejected, and shall be considered to be inapplicable, and shall have no force or effect. All orders are subject to the written acceptance of Seller. Seller may refuse or limit any Order for any reason. Once accepted by Seller, no changes may be made unless agreed to in writing by Seller.
Price and Modifications
The price for a Product shall be the price stated on the Website or in Seller’s Quote or in Seller’s Sales Order; provided, however, that prices are subject to change without notice until such a time Seller finalizes the order. Unless otherwise stated in a Quote, prices for the Product which are stated in a Quote are valid for fourteen (14) days from the Quote date.
Any extra costs incurred as a result of any changes or modifications to Product specifications requested by Buyer shall be paid by Buyer. Unless otherwise stated in writing, prices are exclusive of all taxes, fees, duties, levies, or other governmental assessments. Quotes or Sales Orders also exclude other costs, including but not limited to handling fees, freight, and insurance, which may be separately billed to Buyer.
Payment shall be due as set forth in Seller’s Quote, Sales Order or invoice. All payments must be made in U.S. Dollars. If Buyer fails to fulfill the payment terms, Seller shall have the option to do one or more of the following: (a) decline to accept or fulfill any Orders (b) declare all outstanding sums immediately due and payable or (c) require all pending and future Orders to be on a prepaid basis. Late payments shall be assessed a 1.5% late fee and an additional 1.5% late fee for each additional month the payment is late.
All Orders are subject to credit approval by Seller. From time to time, Seller may review Buyer’s credit worthiness. Buyer agrees to provide Seller with all credit information reasonably requested, and Buyer represents and warrants that all information provided by Buyer is true and correct.
If it becomes necessary for Seller to undertake collection efforts against Buyer, Buyer will be liable to Seller for all costs of collection, including but not limited to collection agency fees, accountants and experts, as well as reasonable attorneys’ fees and expenses, regardless of whether a lawsuit is commenced.
Delivery and Performance
Delivery dates, shipping dates, or other performance dates are estimates only. These dates are based on receipt of Buyer’s Order and authorization to begin bulk production. Seller reserves the right to adjust these dates upon finalization of Buyer’s Order or at anytime thereafter. Seller shall not incur any liability nor shall any order be cancelled because or as a result of any delays to these dates.
Seller shall not be labile for any delay or failure of performance beyond Seller’s reasonable control (a "Force Majeure Event"). In such event, Seller may cancel all or any part of an Order, or may delay delivery of Products.
Title and Risk of Loss
Title to and risk of loss or damage for all Products will pass to Buyer upon Seller’s delivery of the Products to the carrier. Loss or damage to Products after delivery to the carrier shall not relieve Buyer of any obligations, including but not limited to payment. Buyer will be responsible for making claim(s) against the carrier; provided, however, that Seller will provide reasonable assistance with said claims.
Returns and Cancellations
Once Buyer gives Seller authorization to begin production, Orders cannot be cancelled and all sales are final. Charges for services already rendered, including but not limited to art proofs, shall still apply to Orders cancelled before production. Any returns must be accepted in writing by Seller and have a return material authorization (“RMA”) number. Claims shall be submitted within 14 days of delivery. Any unauthorized returns will be returned to sender.
Seller warrants to Buyer that such Products will be free from defects in material and workmanship under normal use for a warranty period of sixty (60) days from the date the Products shipped from Seller. Buyer must submit warranty claims in accordance with the original manufacturer’s warranty policies. Seller’s sole liability, and Buyer’s exclusive remedy, for a defect in a Product that is covered under the warranty will be, at Seller’s option, for Seller to either replace or repair the defective Product(s), or refund or credit the purchase price to Buyer.
The warranty does not cover and Seller shall have no warranty obligations due to any damage to a Product caused by or associated with: (a) usage not in accordance with Product instructions; (b) modification, abuse, misuse, neglect, improper maintenance or storage, accident, or the negligence of any party other than Seller; (c) a Force Majeure Event. Seller expressly disclaims all other warranties and conditions, express or implied.
Buyer shall defend, indemnify and hold the Seller, harmless from and against any and all losses, damages, liabilities, claims, demands, lawsuits and expenses, including court costs and attorneys' fees (collectively, "Claims"), that such entities may incur arising out of or in any way resulting from, whether directly or indirectly: (a) Buyer’s re-sale or use of the Products; (b) any act that would invalidate a Product’s warranty (c) any breach of the Terms of Service (d) any act or omission of Buyer or its affiliates.
Limitation Of Liability
Under no circumstances will Seller be liable to Buyer for, and Buyer expressly waives any indirect, incidental, consequential, or punitive damages, even if Seller is advised of the possibility of such damages, whether arising from warranty, contract, negligence or other tort, including but not limited to business losses, losses of profit, and reliance damages. Buyer agrees that the Seller’s liability is limited to the purchase price paid by the Buyer for the Products involved.
Buyer shall have no right, either voluntarily or by operation of law, to assign, sublicense, subcontract, transfer or otherwise dispose of all or any part of its interests, obligations or rights under any Order without the prior written consent of Seller. Seller shall have the right (either voluntarily or by operation of law) to assign, sublicense, subcontract, transfer or otherwise dispose of all or any part of its interests, obligations or rights under an Order, including the right to receive payment, without the prior written consent of Buyer.
Confidentiality and Non-Circumvention
During the course of Buyer’s dealings with Seller, Buyer may gain access to sensitive, proprietary, or confidential information relating to the business of Seller and affiliated companies, including but not limited to suppliers, distributors or vendors, and the pricing and availability of Seller’s products (collectively, "Confidential Information").
Buyer agrees that neither it nor any of its representatives will, at any time, directly or indirectly: (a) make use of any Confidential Information except for the execution and fulfillment of an Order with Seller, (b) disclose any Confidential Information to any other person or entity, or (c) attempt to contact, correspond or communicate with, solicit, or enter into any contract or agreement with any supplier, distributor or vendor of Seller.
It is agreed that the substantive and procedural laws of the State of Illinois shall apply in all respects to the interpretation and enforcement of each Order. Buyer irrevocably consents to the jurisdiction of the courts of the State of Illinois, with venue in Cook County or, in the alternative and to the extent that a basis for federal jurisdiction exists, in the United States District Court for the Northern District of Illinois. Buyer waives its objection to such forums, whether on the basis of inconvenience, lack of personal jurisdiction or otherwise. Buyer agrees that any action or lawsuit resulting from any breach or alleged breach of an Order by Seller, or with respect to any Products, must be commenced within one year after the cause of action has accrued.
Nothing in any Order shall be construed so as to constitute Seller and Buyer as partners, joint venturers, or agent and principal, and neither party shall have any authority to obligate or bind the other party.
All representations and warranties, and all indemnification and confidentiality obligations herein, shall survive the expiration or termination of any Order. No waiver by either party of any breach or default by the other party shall constitute a waiver of any other breach or default of the same or any other provision of these Standard Terms or an Order.
If any of the provisions of the Terms of Service or an Order contravene or are invalid under the law, then it is agreed that such contravention or invalidity will not invalidate the whole Terms of Service or Order.