Terms & Conditions

for sale of products

1) Offer, Confirmation, Agreement

  1. These terms and conditions (“Terms”) apply to the sale or supply of all products or systems (“Products”) by Lightstyles (“Seller”) to you (“Customer”) and are a necessary part of any Offer or Agreement related thereto. Customer’s ordering of Products from Seller constitutes acceptance of these Terms, as the same may have been updated through the date of such acceptance. As used herein, “Agreement” means any written agreement for supply, distribution, sale, or license of any Products entered into between Seller and Customer, or any purchase order that is issued by Customer and accepted by Seller; and “Offer” means any quotation, proposal or offer provided to Customer by Seller. Seller and Customer are individually referred to herein as a “Party”, and collectively as the “Parties”.

  2. In the event of any conflict or inconsistency between these Terms and the terms of any Agreement or Offer the terms of such Agreement or Offer will prevail, but only with respect to the specific conflict or inconsistency.

  3. The terms “agreed”, “consent”, “confirmed”, “accepted”, "informed”, “notified” or “notice” and documents or acts of similar meaning will be deemed to be required to be done in writing, where "in writing" means hand-written, type-written, printed or electronically made, and resulting in a permanent record. The terms “include”, "includes" or "including" will be construed without limitation to the generality of preceding words.

  4. Any different or additional terms in any purchase order, blanket instructions, terms of purchase or other writing from Customer will be deemed a material alteration of these Terms and are expressly objected to and rejected and will be of no force or effect. Commencement of performance or shipment will not be construed as acceptance of any of Customer's terms or conditions. Course of performance or usage of trade will not be applied to modify these Terms.

  5. These Terms may be amended by Seller by posting an updated version on its website, provided that in respect of an Agreement and an Offer the version of the Terms applicable as of the effective date of the Agreement will apply.

  6. Offers by Seller are open for acceptance within the period stated in such Offer or, in the event that no period is stated, within thirty (30) days from the date of the Offer, provided that Seller may amend, withdraw or revoke any Offer at any time prior to the receipt by Seller of the acceptance of an Offer. No order submitted by Customer will be deemed final or accepted by Seller unless and until confirmed by Seller.

  7. Customer is solely responsible for the accuracy of any order, including with respect to the specification, configuration or other requirements of Products, and functionality, compatibility and interoperability with other products (not authorized by Seller), as well as fitness for particular use. Customer warrants that the information provided to Seller under an Agreement is complete, accurate and true, and Customer acknowledges that a failure to provide complete, accurate and true information or instructions to Seller may Pdetrimentally affect Seller's ability to discharge its obligations or exercise its rights under an Agreement.

  8. Any catalog, specification, price sheet or other similar documentation prepared by Seller is strictly for convenience only and will not be deemed as an Offer. Seller believes such documentation is complete and accurate at time of printing, but Seller does not warrant that such documentation is error free. Seller will not accept responsibility for any damages in connection with errors of measurements, descriptions, application recommendations and the like.

  9. Products will be supplied in accordance with the standard functionalities, styles and sizes as described in Seller’s catalogs or, for special or made-to-order Products, in accordance with Seller’s drawings and specifications sheets. In the event of a conflict between an order of Customer and a drawing or specification sheet from Seller approved by Customer, the latter will prevail.

  10. Assumptions, exclusions and qualifications stated by Seller in Offers, Agreements or otherwise will direct the Agreement and will be construed as part thereof and guide its execution and interpretation.

  11. Where the performance under the Agreement relies on the approval, confirmation or acceptance by Customer of a (draft) proposal, design, deliverable, planning or any other action by Seller, Customer shall do so within the period stated in the Agreement, or, in the event that no period is stated, within seven (7) days after receipt of a request from Seller, in the absence of a response within such time period Customer will be deemed to have approved, confirmed or accepted as submitted by Seller.

  12. In the event that Customer resells Products or incorporates Products in offerings to its customer, Customer shall ensure that all its customers and/or end users of Products comply with all relevant Customer’s obligations under the Agreement and these Terms, and that the terms of its agreement with each of its customer(s) or end user(s) are consistent with the Agreement and these Terms, failing which Customer shall indemnify, defend and hold harmless Seller and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses, liabilities, costs (including legal costs) and expenses arising out of or in connection with any non-compliance.

2) Prices & Terms of payment

  1. In consideration of the In consideration of the sale of Products by Seller, Customer shall pay all prices and fees (“Prices”) in accordance with the Agreement and this section 2. Prices are in U.S. Dollars. Prices do not include any taxes, duties or other governmental fees, now or hereafter enacted, including value-added or similar taxes levied by any government, and Seller may add these to the Price or a invoice separately, and Customer will reimburse Seller promptly on first request. Subject to notice to Customer, Seller reserves the right to adjust Prices for Products not yet delivered to reflect variations in individual costs of more than five percent (5%) including any foreign exchange rate fluctuations, raw materials and other costs of manufacturing and distribution, and labor costs, that take effect between the date of the Agreement and delivery of Products. In addition, if an Agreement has a term longer than twelve (12) months, Seller may adjust Prices.

  2. All sales are final.

  3. Exchanges are only allowed within 7 days of purchase date.

  4. All returns may be subject to a restocking fee.

  5. Special Orders are not returnable. 

  6. Items must be returned with the original packaging must be in new condition. Any item installed, altered or if original parts or packaging is missing, item is not returnable.

3) Prices & Terms of payment

  1. In consideration of the sale of Products by Seller, Customer shall pay all prices and fees (“Prices”) in accordance with the Agreement and this section 2. Prices are in U.S. Dollars. Prices do not include any taxes, duties or other governmental fees, now or hereafter enacted, including value-added or similar taxes levied by any government, and Seller may add these to the Price or a invoice separately, and Customer will reimburse Seller promptly on first request. Subject to notice to Customer, Seller reserves the right to adjust Prices for Products not yet delivered to reflect variations in individual costs of more than five percent (5%) including any foreign exchange rate fluctuations, raw materials and other costs of manufacturing and distribution, and labor costs, that take effect between the date of the Agreement and delivery of Products. In addition, if an Agreement has a term longer than twelve (12) months, Seller may adjust Prices.

  2. All sales are final. Exchanges are only allowed within 7 days of purchase date. All returns may be subject to a restocking fee. Special Orders are not returnable. Items must be returned with the original packaging must be in new condition. Any item installed, altered or if original parts or packaging is missing, item is not returnable.

  3. Quotes are valid for 30 days unless noted.

  4. After six months, Lightstyles will ship your product to the address we have on file, unless other arrangements are agreed upon by both parties.

  5. Any cancellation, delay or other change by Customer of a purchase order previously accepted by Seller will require the prior approval of Seller and the approval will be without prejudice to any rights or remedies Seller may have under the Agreement or at law. If, on request of Customer, Seller agrees to any such change in purchase order or a change in an Agreement, including an (partial) cancellation, delay or suspension, the addition, omission, alteration, substitution or modification of the design, quality, standard, quantity, manufacturing site or performance (including sequence, quantities or timing) of Products and/or Services (each, a “Variation”), or a Variation is required due to (i) changes in applicable laws, regulations or industry standards, (ii) emergency situations, (iii) incorrect or incomplete information provided by Customer, or (iv) non-compliance by Customer of any of its obligations under an Agreement, Customer shall reimburse Seller for all costs and expenses incurred in respect of such Variation promptly on first request.

  6. Seller may invoice Customer upon shipment of Products. Seller may require: (i) Customer to pay on fixed payment days; (ii) an advance payment of (part of) the Price; and/or (iii) invoice per separate specified phase, time period or milestone of performance. Customer shall make net payment within thirty (30) days of date of invoice. Customer shall pay all amounts due to Seller in full without any set-off, counterclaim, deduction or (tax) withholding.

  7. In the event Customer fails to make any payment due under an Agreement on the due date, then, whether or not Seller has made a formal demand for payment and in addition to any other rights and remedies available to Seller, to the extent permitted by applicable law: (i) all amounts due from Customer will be considered payable and non-disputed, admitted debt; (ii) Customer shall pay Seller interest on all due amounts from the due date until Seller has received full payment thereof, at the rate of eighteen percent (18%) per annum or the maximum statutory rate, whichever is less, and shall pay Seller all costs of payment collection, including attorneys’ fees; and (iii)Seller may cancel any credit issued to Customer and require, to its satisfaction, that Customer provides (additional) security, pre-payments or deposits, and may implement additional conditional payment terms or accelerate payments schedules for any outstanding performance.

  8. Seller may set off against and deduct from any amount that Seller (or any of its affiliates) owes to Customer under any agreement any amount that Customer owes to Seller or against any advance payments or deposits made by Customer.

4) Delivery of products

  1. Unless agreed otherwise, Products will be delivered Free on Board (FOB) Origin In the event of delay, Seller shall use commercially reasonable efforts to deliver Products (where applicable) within a period that is reasonably needed given the cause of the delay, failing which Customer's sole and exclusive remedy will be to cancel the purchase order for undelivered Products.

  2. Customer shall note any damage to Products caused in transit, or shortages thereto, on transport documentation immediately upon receipt of Products, with due regard to applicable instructions by Seller or the carrier. All Products delivered under the Agreement will be deemed accepted by Customer as conforming to the Agreement, and Customer will have no right to revoke any acceptance, unless Customer provides Seller notice of a claimed nonconformity within seven (7) days of the date of delivery. Notwithstanding the foregoing, any use of a Product by Customer or its agents, employees, or customers after delivery will constitute acceptance of that Product by Customer. Seller shall at its option and within a reasonable time, exchange nonconformities by either replacing Products returned in new condition and original packaging or reimbursing Customer. Special and/ or Custom Orders are not returnable.

  3. Minor Nonconformities will not prevent or suspend acceptance by Customer of the Products, and Seller shall correct these within a reasonable time. “Minor Nonconformities” are nonconformities or anomalies that do not hinder the overall operation and intended use of Products in accordance with the specifications.

  4. Seller may make changes to the design, materials, fit and finish of Products, and Documentation provided that such changes do not materially affect the functionality of the Product. Unless specifically agreed otherwise, Seller does not warrant the availability, accuracy, completeness, reliability, timeliness or output from Products. Customer shall not use or rely on Products for any other applications or purposes than agreed in the Agreement.

  5. Customer explicitly acknowledges that certain features or functionality of Products may rely on the availability and correct functioning of third-party service providers, as may be indicated by Seller, including supply of energy, data storage, connectivity and communication services. These are outside of the control of Seller, and Seller will have no responsibility or liability in this respect.

  6. Customer is responsible for all information, orders, instructions, materials, and actions provided or performed by Customer directly or by third parties engaged by Customer in connection with the delivery by Seller of any Products. Seller will be entitled to rely on the accuracy and completeness of all information furnished by Customer. Upon request of Seller, Customer shall promptly provide any other information, under Customer's control and relevant to the product of Seller under the Agreement.

  7. In the event of delay or interruption in delivery of Products for reasons not attributable to Seller or due to a Variation, the timelines for performance by Seller will be amended accordingly. Seller will be entitled (in addition to the increased costs referred to in section 2(c)) to a reasonable compensation by Customer for any damages and/or costs incurred by such delay.

  8. In the event Product is ordered and not retrieved by Customer after six (6) months, Seller will ship the Products by commercial carrier at its discretion to the Customer’s address on file, unless alternative arrangements are agreed upon by both parties. Costs attributable to such shipping will be invoiced to Customer.

5) USE OF PRODUCTS AND SERVICES

  1. Customer shall use Products only for their intended purposes and in accordance with all instructions contained in the manuals, guidelines, warranty terms and any other terms and conditions applicable to such Products or provided by any personnel of Seller in the Agreement.

  2. Seller shall not be responsible for the failure of any of its Products to provide the expected performance, benefits, effects or outcome arising from: (i) Customer’s failure to comply with the terms under the Agreement; (ii) failures or fluctuations of electric power; (iii) Force Majeure and other unusual external influences; or (iv) Variations.

6) RISK AND TITLE

  1. Risk of damage to or loss of Products will pass to Customer (i) upon delivery by Seller to Customer in accordance with the applicable FOB, or (ii) Customer receipt of Product.

  2. Legal title to Products will pass to Customer only when Seller has received payment for such Products in full and, to the extent permitted by applicable law, Seller received payment in full of all other amounts due by Customer under any other agreement with Seller (or any of its affiliates).

7) FORCE MAJEURE

  1. Seller will not be liable for any breach resulting from a Force Majeure event. “Force Majeure” means any circumstances or occurrences beyond the reasonable control of Seller, whether or not foreseeable at the time of an Agreement, as a result of which Seller cannot reasonably perform or execute its obligations, including, without limitation, acts of God, natural catastrophes (including earthquake, lightning, hurricane, typhoon, flooding or volcanic activities or extreme weather conditions), strikes, lock-outs, war, terrorism, political situation, civil unrest, riots, sabotage, vandalism, industry-wide shortages, breakdown of plant or machinery, fault or loss of electricity supply, cyber-attacks and hacking or non-performance by suppliers of Seller or by other third parties on which Services rely (including connectivity and communication services). In the event that Force Majeure event extends (or is reasonably expected by Seller to extend) for a period of three (3) consecutive months, Seller will be entitled to cancel all or any part of an Agreement without any liability towards Customer.

8) LIMITED WARRANTY AND DISCLAIMER

  1. In most instances, Seller Products are sold subject to an applicable standard limited warranty either accompanying the product or as published on Seller’s website as the standard warranty applicable for a particular Product (the “Standard Product Warranty”). For any Product that is sold by Seller that is not subject to an applicable Standard Product Warranty, Seller warrants only that for one (1) year from delivery to Customer the Products will be free from Defects. A "Defect" (or “Defective”) means, in relation to a Product, that a Product has any defect in material or workmanship which causes the Product to fail to operate in accordance with the specifications provided by Seller, with consideration given to the overall performance of the Product.

  2. Unless otherwise agreed by the Parties, Seller does not provide any warranty for third party products, nor for third party software, applications or services, or customized Products.

  3. In order to be entitled to make a valid claim under warranty, Customer shall promptly notify Seller of alleged Defective Products or Defective Services in writing prior to expiration of the warranty period. In the event that Seller decides, in its sole discretion, that a claim under warranty is valid, Seller shall, within a reasonable time, at its own option, repair or offer replacement products for Defective Products. If despite reasonable efforts of Seller, a Defective Product cannot be repaired, no replacement product can be supplied, Seller, at its discretion, shall make an appropriate refund or credit of monies paid by Customer for those Defective Products. Repairs, replacements or remedies will not extend or renew the applicable warranty period. Customer shall obtain consent from Seller on the specifications of any tests it plans to conduct to determine whether a Defect exists. Replacement products supplied by Seller may have minor deviations in design and/or specifications which do not affect the functionality of replaced Product. In respect of any replaced or credited Products, Seller may, in its sole discretion, claim the property of replaced Products and require Customer to return these to Seller.

  4. Customer shall bear the costs of access for remedial warranty efforts by Seller, including removal and replacement of systems, structures or other parts of Customer’s facility, the de-installation of Defective Products, and the re-installation of replacement products. Customer shall not return Products to Seller without consent of Seller and unless in accordance with applicable Seller’s return policies. In the event that Seller decides that a claim under warranty is not valid, Customer will bear the costs incurred by Seller in handling and testing, and the transport of Products returned.

  5. Any indemnification and warranty obligations of Seller under an Agreement are conditional upon:
    (i) proper storage, installation, use, operation, and maintenance of Products, all in accordance with user manuals, warranty policies and other instructions or terms communicated by Seller to Customer; (ii) Customer keeping accurate and complete records of operation and maintenance during the warranty period and providing Seller access to those records; and (iii) modification or repair of Products only as authorized by Seller. Failure to meet these conditions renders the warranty null and void. Seller will not be responsible for normal wear and tear, or environmental or stress testing. The warranty provided in this section 7 does not apply to damage or failure to perform arising as a result of any Force Majeure or from any abuse, misuse, abnormal use, improper power supply, powers surges or fluctuations, corrosive environments, neglect, exposure or any use or installation in violation of the instructions or restrictions prescribed by Seller or any applicable standard or code.

  6. Any indemnification and warranty obligation of Seller under an Agreement will not establish, by themselves, any liability to third parties or the public. Nothing in an Agreement will be construed to create any obligation, standard of care or liability to persons or third parties.

  7. If a recall, retrofit, update, withdrawal or any other remedial action related to any Product is required, Customer shall fully cooperate and shall provide such assistance as Seller may require. Customer shall keep accurate books and records to assure traceability of the Products in the event of a Product recall or any other remedial actions.

  8. SUBJECT TO THE EXCLUSIONS AND LIMITATIONS SET OUT IN THE AGREEMENT, AND SUBJECT TO APPLICABLE LAW, SECTIONS 7 AND 8 STATE THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES IN CONNECTION WITH DEFECTIVE PRODUCTS, REGARDLESS OF WHEN THE DEFECT ARISES, AND WHETHER A CLAIM, HOWEVER DESCRIBED, IS BASED ON CONTRACT, WARRANTY, INDEMNITY, TORT OR EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WILL EXTEND DIRECTLY TO CUSTOMER ONLY AND NOT TO ANY THIRD PARTY, INCLUDING CUSTOMER’S CUSTOMERS, AGENTS OR REPRESENTATIVES. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AGAINST INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AN ESSENTIAL PURPOSE OF THE LIMITED EXCLUSIVE LIABILITIES AND REMEDIES UNDER THE WARRANTY IS ALLOCATION OF RISKS BETWEEN SELLER AND CUSTOMER, WHICH ALLOCATION OF RISKS IS REFLECTED IN THE PRICES.

9) LIMITATION OF LIABILITY

  1. THE LIABILITY OF SELLER AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND ARISING FROM OR RELATED TO THE PROVISION OF PRODUCTS TO CUSTOMER, OR OTHERWISE UNDER AN AGREEMENT, INCLUDING ANY INDEMNITIES, PENALTIES OR LIQUIDATED DAMAGE (“CLAIMS”), WILL BE LIMITED TO A MAXIMUM, AGGREGATE TOTAL (“LIABILITY CAP”) OF (I) TWENTY PERCENT (20%) OF THE TOTAL PRICE PAID BY THE CUSTOMER FOR PRODUCTS TO WHICH SUCH CLAIMS RELATE.

  2. Seller will not under any circumstances be liable for any lost profits, lost savings, loss of data, loss of reputation, loss of goodwill, indirect, incidental, punitive, special or consequential damages, whether or not such damages are based on tort, warranty, contract or otherwise – even if Seller has been advised, or is aware, of the possibility of such damages.

  3. In order to be entitled to make a valid Claim, Customer shall notify Seller of any such Claim within seven (7) days of the date of the event giving rise to the Claim. Claims that are not brought or filed in accordance with the preceding sentence will be null and void.

  4. The limitations and exclusions of liability will apply only to the extent permitted by applicable mandatory law.

10) CONFIDENTIALITY

  1. Customer shall maintain any technical, commercial and financial information, including any Offer and (pricing) terms, other data disclosed to Customer by Seller, and any Feedback, confidential and shall not disclose such information to any third party and shall not use any such information for any purpose other than as agreed by the Parties and in relation to the Offer and/or the Agreement.

11) BREACH; SUSPENSION; TERMINATION

  1. In the event of: (i) a breach by Customer of any of the provisions of the Agreement or these Terms, including any failure to pay any amount as and when due; or (ii) any proceedings in insolvency, bankruptcy (including reorganization), liquidation or winding up are instituted by or against Customer, whether filed or instituted by Customer (voluntarily or involuntarily), a trustee or receiver is appointed over Customer, or any assignment is made for the benefit of creditors of Customer; or (iii) the control over or ownership of Customer changes, then Seller may declare all amounts outstanding by Customer immediately due and payable and may set off any amount that Seller (or any of its affiliates) owes to Customer under any agreement including any advance payments or deposits made by Customer, against amounts due pursuant to section 10(b). In addition, Seller may in its sole discretion by notice to Customer with immediate effect suspend or cancel any performance due from Seller(including production, delivery, installation and commissioning of Products, obligations under warranty and performance of Services) or terminate the Agreement or any part thereof, without any liability, and/or suspend or cancel any credit terms offered to Customer.

  2. Customer shall indemnify, defend and hold harmless Seller and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses (including loss of profits or turnover), liabilities, costs (including legal costs and costs incurred in relation to unfinished products) and expenses arising out of or in connection with any of the following events: (i) a breach by Customer of any of the provisions or obligations of the Agreement or these Terms, or the occurrence of any of the other events set out in section 10(a); (ii) any claim by third parties for any loss, damage or injury or death caused or alleged to be caused by any modification of Product or integration of Product into other products not authorized by Seller, by Customer or its contractors, agents, affiliates or customers to whom it sold Product; or (iii) non-compliance by Customer with section 5(b), in which event costs will include the full replacement costs of products, systems or other equipment.

  3. Upon (early) termination or expiration of an Agreement, (i) all rights and licenses granted to Customer under that Agreement will immediately cease; (ii) return to Seller, at the costs of Customer, any Products of which (legal) title has not passed to Customer (in accordance with section 5).

  4. The rights of Seller pursuant to this section 10 will be in addition to any other rights and remedies Seller may have at law or in equity. In the event of termination of an Agreement, the terms and conditions destined to survive such termination or expiration will so survive. Termination will not affect the rights of the Parties accrued up to the date of termination.

12) GOVERNING LAW AND FORUM

  1. The laws of the State of California govern all Agreements, Offers and these Terms, without regard to conflict of law principles. Any legal action or proceeding arising out of or in connection with an Agreement, an Offer or these Terms that cannot be settled through consultation in good faith within thirty (30) days after notice from either Party that a dispute exists, will be brought exclusively in the courts of the State of California.

  2. Nothing in this section 11 will be construed or interpreted as a limitation on either Party’s right under applicable law to seek injunctive or other equitable relief, to take any action to safeguard its possibility to have recourse on the other Party or to bring action or proceedings in relation to any failure to pay any amount as and when due.

13) MISCELLANEOUS

  1. The invalidity or unenforceability of any provision of these Terms or an Agreement will not affect the validity or enforceability of any other provision thereof, all of which will remain in full force and effect. In the event of such finding of invalidity or unenforceability, the Parties shall endeavor to substitute the invalid or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided. At reasonable notice, Customer shall assist Seller in verifying Customer's compliance with the Agreement.

  2. Any right of Seller set out in these Terms will be without prejudice to any rights or remedies Seller may have under the Agreement or at law or in equity. Customer acknowledges that Seller and any of its affiliates are intended to be third-party beneficiaries for purposes of all benefits under, and may enforce the provisions of the Agreement, including these Terms, where applicable. The failure or the delay of either Party to enforce any provision of these Terms or an Agreement will not constitute a waiver of such provision or a waiver to enforce it.

  3. The terms of an Agreement (including these Terms and any other terms and conditions forming part thereof) state the entire understanding and agreement between the Parties as to the sale of Products under that Agreement and will supersede any prior promises, agreements, representations, undertakings or implications whether made orally or in writing between Seller and Customer with respect to the subject thereof. The Parties expressly acknowledge that, in entering into an Agreement, no reliance has been placed on any representations which have not been incorporated as part of that Agreement. No variation to an Agreement will be binding upon either Party unless made in writing and signed by an authorized representative of each of the Parties.

  4. Prices and terms are subject to correction for typographical or clerical errors.

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