General Terms and Conditions of Sale - Canada

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Juno Lighting Group General Terms and Conditions of Sale Canada - December 17, 2013

Note:  These General Terms & Conditions of Sale are subject to change.  All transactions for products sold by Juno Lighting, LLC and its subsidiary companies, collectively Juno Lighting Group (JLG), are subject to the latest published General Terms & Conditions of Sale of JLG and to any special conditions of sale which may be contained in applicable JLG quotations and acknowledgments.

Acceptance/Governing Terms:  These General Terms & Conditions of Sale shall apply to all sales of products by JLG unless otherwise specifically agreed to in writing by an authorized JLG representative.  Any contrary or additional terms or conditions submitted by the Purchaser shall be deemed to be of no effect unless specifically acknowledged in writing by JLG at the time of order acceptance.  Failure to object to provisions contained in any purchase order or other communication from the Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these terms and conditions nor an acceptance of any other provisions.  These terms are a complete statement of the parties’ agreement and may only be modified in writing signed by both parties.  These terms may not be modified by course of dealing, course of performance, or usage of trade.  These terms supersede all previous written or oral quotations, statements, or agreements.  Any contract for sale by and between the parties shall be governed by and construed according to the laws of the State of Illinois without regard to its rules on the conflict of laws.  The Convention on the International Sales of Goods is expressly excluded. 

Pricing:  Prices payable by Buyer for Seller’s products are those in effect at the time of quotation and are subject to change without notice.  In the event of a price increase, all accepted orders will be shipped at the original prices provided such orders are released for shipping prior to the effective date of the price increase.  If the orders are not released for shipment prior to the price increase, the order will be billed at prices in effect at the time of shipment.  All prices include Seller’s domestic standard packaging for commercial shipment.  When other than domestic standard packaging is required Buyer may be subject to additional charges.  Prices are exclusive of sales, use, excise, or similar taxes unless otherwise noted.

Terms of Payment:  Payment terms are net 31 days from date of invoice.  A 1.5% cash discount will be allowed on invoices paid within 30 days from date of invoice.

Domestic Freight Terms:  Freight will be prepaid and allowed on each order for any combination of JLG products totaling $1,500 or more per shipment within the continental limits of Canada.  If the Purchaser specifies multiple releases on an order, each release will be treated as an individual order relative to the freight allowance.  JLG may make partial shipments at its own discretion, billing each shipment as it is made, but on terms applicable to the complete order.  All shipments will be made via carrier selected by JLG. 

International Freight Terms:  International Buyer’s freight is freight collect, unless otherwise agreed to in writing by Seller.  Freight forwarder must be specified at time of order.  If no freight forwarder is supplied, shipments will be held.

Delivery:  The delivery terms for all orders are Ex works (Seller’s facility) (EXW, Incoterms 2000), unless otherwise agreed to by Seller in writing.  Title to all merchandise shall pass from JLG to Purchaser upon consignment to carrier. 

a. Purchaser shall have the responsibility of inspecting the product for apparent loss or damage immediately upon its arrival at the free delivery point.

b. In the event of apparent shipping loss or damage, Purchaser shall make written notation of the loss on the carrier's delivery receipt and, within 72 hours of delivery, shall notify JLG.  Purchaser shall not remove product from the point of examination and shall retain the shipping container and packing material.  JLG will submit a claim to the freight carrier who reserves the right to inspect the damaged product.

c. In the event of concealed damage which occurred during transit and is discovered by the Purchaser after delivery, Purchaser shall report such damage immediately, but in no event later than 15 days after delivery, to JLG.  If such notification is not made, JLG shall not be liable for loss or damage in transit.

Shortages:  Claims for shortages or errors must be submitted to JLG within 30 days after the invoice date.  Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Purchaser. 

Return Merchandise Terms:  No merchandise may be returned without prior written authorization.  JLG accepts return of stock materials for up to 3% of a distributor’s prior year stock purchases without handling or factory inspection charges.  Products which are authorized for return due to factory defect or error will be accepted for full credit.  Made to order products, specials, outdated products, and lamps will not be considered for return.

Order Cancellation/Changes:  Orders for JLG stocked products may be cancelled or changed prior to shipment without charge.  Stock orders that have shipped may also be cancelled but Purchaser will be invoiced for delivery and return freight charges.  Orders for make to order products may not be cancelled or changed without prior JLG approval.  Cancellation or changes will only be accepted after Purchaser has agreed to reimburse JLG for work performed and special materials purchased for the order.

Substitutions:  JLG may furnish suitable substitutes for material unobtainable because of priorities or regulations established by government authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the product.

Errors:  JLG reserves the right to correct errors or omissions in quotations, acknowledgements, invoices, or other documents.

Force Majeure:  JLG shall not be liable for any damages as a result of any delays due to any causes beyond JLG’s control, including, without limitation, an act of God; act of Purchaser or JLG supplier; embargo or other governmental act; regulation or request; fire; accident; strike; slowdown; flood; fuel or energy shortage; sabotage; war; riot; delay in transportation and inability to obtain necessary labor, materials or manufacturing facilities from usual sources.  In the event of any such delay, the date of delivery shall be extended for a period of time reasonably necessary to overcome the effect of such delay.

Export/Import Compliance:  If Buyer distributes Seller’s product outside of Canada, Buyer shall be responsible for compliance with all applicable export, re-export and import control laws and regulations imposed on the product and any related technical information by the Canadian government or by any foreign country, and shall obtain validated governmental authorizations or licenses as required.  Buyer shall cooperate in any audit or inspection related to applicable export or import control laws and shall indemnify and hold Seller, its officers. Directors, shareholders, employees, and agents harmless from any and all liability, including but not limited to fines, penalties, loss, cost, damage or expense (including attorney’s fees) incurred by Seller resulting from Buyer’s noncompliance.

Warranty:  JLG warrants for the applicable Warranty Period below that products made by it and sold through its authorized sales channels are free from defects in material and workmanship.  In the event of any defect, JLG’s sole obligation is expressly limited to repair or replacement, without charge, at JLG’s factory after prior written return authorization has been granted.  This Warranty shall not apply to products which have been altered, improperly used, or repaired outside of JLG’s factory nor shall it apply to defects for which written notification thereof is not received by JLG within the applicable Warranty Period.  The Warranty Period for all JLG products is one (1) year from date of purchase, except as follows:  The Warranty Period for Fluorescent Energy Star Rated Housings and Undercabinet Fixtures is two (2) years from the date of purchase.  The Warranty Period for LED general lighting products is five (5) years from date of purchase.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND WITHOUT EXCLUDING THE GENERALITY OF THE FOREGOING, EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SPECIFICATIONS SUBJECT TO CHANGE WITHOUT NOTICE.

The use of other company’s (non-JLG) products or components (i.e. Trac lights, connectors, trims, etc.) in conjunction with JLG products may not be covered by UL classification, and could be hazardous.  Such usage, whether covered by UL classification or not, automatically voids all JLG product warranties.

Limitation of Liability:  Notwithstanding anything to the contrary herein, JLG, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER.  The remedies of the purchaser set forth herein are exclusive where so stated and the total cumulative liability of JLG, its contractors and suppliers of any tier, whether in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product or part on which such liability is based.

Intellectual Property:   As to product manufactured by Seller, Seller shall defend any suit or proceeding brought against Buyer so far as based on a claim that such product, used as specifically authorized by Seller, or any part thereof, constitutes an infringement of any copyright, trademark or patent of the United States.  This obligation shall be effective only if Buyer shall have made all payments then due and if Seller is notified promptly in writing and given authority, information, and assistance by Buyer (at Seller’s expense) for the defense of the same.  In the event the use of such product by Buyer is enjoined in such a suit, Seller shall, at its expense and at its sole option, either (i) procure for the Buyer the right to continue using such product, or (ii) modify such product to render it non-infringing, or (iii) replace such product with non-infringing product, or refund or credit the purchase price (less depreciation).  Seller will not be responsible for any compromise or settlement made without its written consent.  The foregoing states the entire liability of Seller for patent, trademark, or copyright infringement, and in no event shall Seller be liable if any infringement charge is based on the use of the Seller’s product for a purpose other than for which it was sold by Seller or if Buyer contributed in any way to the infringement.  As to any product furnished by Seller to Buyer, and manufactured in accordance with designs, specifications or instructions proposed by Buyer, or if a Seller product, or any part thereof, is altered or used in combination with other manufacturers’ products not furnished or approved in advance by Seller and results in directly infringing on a patent, copyright or misappropriates a trade secret, the Buyer shall indemnify the Seller against any award made against Seller for patent, trademark, or copyright infringement.