TERMS & CONDITIONS
1. CONDITIONS OF SALE: These Terms and Conditions of sales (“Agreement”) shall apply to all design services and sales of products by OVUUD, LLC. As used in these Terms and Conditions of Sale, “we” and “our” shall refer to OVUUD, LLC.
Unless otherwise specifically agreed in writing by an authorized representative of OVUUD, LLC, any different or additional terms and conditions proposed by any customer in a purchase order, response to a quotation, or other proposal are hereby rejected by OVUUD, LLC and shall not be incorporated into the agreement for sale of OVUUD, LLC products. Customer’s assent to these Terms and Conditions of Sale shall be conclusively presumed from customer’s ordering products quoted by OVUUD, LLC, customer’s failure to object in writing to these Terms and Conditions of Sales, and/or customer’s acceptance of all or part of any products order. If OVUUD, LLC is found to have acknowledged customer’s order or proposal, and such acknowledgement constitutes an acceptance of an offer, such acceptance is expressly made conditional on customer’s assent solely to these Terms and Conditions of Sale which shall form part of the acknowledgement, and acceptance by customer of any products shall be deemed to constitute such assent. If any quotation or other document of OVUUD, LLC is deemed to constitute an offer to customer, customer’s acceptance of such offer is limited to these Terms and Conditions of Sale.
2. ACCEPTANCE OF ORDERS: Proposals for Seller to supply products to Buyer are valid for 30 days from issuance unless otherwise agreed to by Seller in writing. Orders may not be cancelled or modified, either in whole or part, without Seller’s express written consent. If Seller consents to any order modification or cancellation, it may impose an order modification or cancellation fee. All prices are as stated in Seller’s quote and specifically override any prices referenced in Buyer’s purchase order. Prices for orders for immediate shipment are prices in effect at time of receipt of order. Qualifying orders specifying future delivery will be invoiced at prices and terms in effect at time of shipment. All applicable taxes will be paid by Buyer, unless Buyer provides Seller with appropriate tax exemption certificates, and if Buyer requests that Seller ship products to Buyer’s customer, Buyer must provide Seller with a valid resale certificate or other valid exemption certificate for its customer, and Buyer hereby indemnifies Seller for all taxes, costs, fees, expenses, penalties, and other charges if Buyer cannot provide adequate evidence that it remitted the applicable sales tax to the destination state. Any amounts paid at any time by Seller that are the responsibility of Buyer shall be invoiced to Buyer and reimbursed to Seller. All prices and other terms are subject to correction for typographical or clerical.
3. TERMS OF PAYMENT. Invoices will be paid 50% at with the placement of Purchase Order, balance due when product ships. All payments shall be in U.S. dollars. Each shipment shall be considered a separate and independent transaction and payment for each shipment shall be due. Unless otherwise specified in this Agreement or agreed to in writing by Seller, amounts owed for services will be invoiced monthly or, if sooner, upon completion of the work. Payment of such invoices is due within thirty (30) days from the invoice date.
A service charge of 1% per month will be charged by OVUUD, LLC on any customer balance due at the end of the month following the month of billing. Should it be necessary for OVUUD, LLC to institute formal collection proceedings to collect any past due amounts from customer, OVUUD, LLC shall be entitled to recover its attorney’s fees and other costs associated with the proceedings. Notwithstanding the acceptance of an order by OVUUD, LLC we reserve the right not to ship material to any customer not paying in accordance with our terms or who, in the sole opinion of OVUUD, LLC may be unable to meet its payment obligations to OVUUD, LLC.
4. SHIPPING: Shipping will be prepaid and added to the invoice by OVUUD, LLC on all orders unless otherwise specified. When OVUUD, LLC bears the cost of shipment, we reserve the right to ship all orders in one complete shipment. OVUUD, LLC will not be responsible for storage charges or cartage charges beyond the destination address acknowledged by OVUUD, LLC. All shipments will be made via carrier selected by OVUUD, LLC.
Shipping dates are approximate and are based on conditions existing at the time of OVUUD, LLC’s receipt of customer’s firm order and full information. OVUUD, LLC will in good faith endeavor to ship by the estimated shipping date but it shall not be responsible for any delay or any damage arising therefrom. It is agreed that time if not of the essence.
Unless otherwise noted, sales of OVUUD, LLC products will be F.O.B. factory. Title to all products shall pass from OVUUD, LLC to our customers upon execution of a bill of lading or tender of freight to carrier’s agent or customer’s agent, whichever shall first occur. When shipments of OVUUD, LLC products are to be made via company truck, title to the products shall pass to our customers at time of delivery to the final destination or to the forwarding carrier. All claims for loss or damage in transit must be made by consignee to carrier per the carriers terms and conditions.
5. RETURN MERCHANDISE TERMS: No merchandise may be returned by customer without prior written authorization in the form of Return Materials Authorization (RMA) which has been issued by OVUUD, LLC expressly for the merchandise to be returned. This RMA will be issued at the sole discretion of OVUUD, LLC and must be requested by the customer within 30 days of the original shipment date. Except with respect to defective items, returned merchandise must be made in its original sealed cartons. No custom-made products or outdated or modified versions of catalogued stocking items may be returned by customer. Except for products considered by OVUUD, LLC to be defective in workmanship or materials, all returns will be subject to a minimum 35% handling and factory inspection charge, and a deduction will be made for the freight expense of the original shipment. Merchandise accepted for return must be shipped prepaid to the factory or other destination specified by OVUUD, LLC.
6. ORDER CANCELLATION TERMS: OVUUD, LLC will accept order cancellations from customers only with prior authorization of OVUUD, LLC. Cancellations must be sent to OVUUD, LLC in writing and received prior to shipment of the orders affected. Custom orders cannot be cancelled if components/fixtures are ordered. Verbal order cancellations will not be accepted.
Cancellation charges shall be those costs incurred by OVUUD, LLC, but not less than 25% of the value of an order. All costs for warehousing and freight on orders cancelled after shipment and/or refused at destination will be charged to the customer. OVUUD, LLC reserves the right to improve on the customer an additional charge of 25% of the value of an order if the order is cancelled after it has been processed for shipment.
7. SPECIFICATIONS: OVUUD, LLC in no way, express or implied, accepts responsibility for voltage determination. OVUUD, LLC shall not be responsible for quotations of prices or specifications concerning non-catalogued products unless OVUUD, LLC confirms this to the customer in writing. Catalogued items are those listed in OVUUD, LLC’s catalogue and website. Dimensions of fixtures are subject to change without notice. Unless specifically agreed by OVUUD, LLC in writing, we do not warrant compliance of our products with individual product specifications.
8. CHANGE IN PRODUCT DESIGN: OVUUD, LLC reserves the right to change, discontinue or modify the design and construction of any of its products and to substitute material equal to or superior to that originally specified.
9. NATURAL MATERIAL DISCLAIMER: Natural materials - specifically, wood - as the name implies, are products of nature. Any variations in texture, color, veining, and pattern must be accepted. General and basic characteristics within a wood species are constant; however, there are many variables in growth and appearance resulting from the local soil and climate conditions that occur naturally. Hence, the wider the growth range, the greater the variance in many of the natural characteristics of harvested timber. As a result, these natural variations can appear throughout the same product. Mineral streaks can appear as streaks of black, green, red or white. Grain patterns can vary from a light grain to an irregular or “curly” grain. Other naturally occurring visual variations include, but are not limited to, pith fleck, turkey tracks, glassworm, and the like. This is part of what makes your choice in fixture truly a unique and natural product, especially when you choose a stained finish that prominently exhibits the natural grain of the wood. These differences and disparities are part of what makes the wood beautiful, and you should not consider them as flaws.
Purchasing our product implies that you acknowledge that woods vary in pattern, texture, and color. The actual wood delivered may differ from the sample or picture(s) shown.
10. LIMITED WARRANTY: THEY FOLLOWING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
11. GENERAL WARRANTY: OVUUD, LLC warrants to the customer for resale only (“Customer”) that OVUUD, LLC will be free from defects in materials and workmanship for one year from the date of shipment of the products to the customer.
12. EXCLUSIONS FROM WARRANTY: Notwithstanding the foregoing, OVUUD, LLC makes no warranties with respect to: (a) any product which has been repaired or altered outside of OVUUD, LLC’s factory; (b) any product which has, in OVUUD, LLC’s judgment, been subject neglect, abuse, misuse, accident (including shipping damage) or improper storage; (c) any product which has not, in OVUUD, LLC’s judgment, been installed, used or maintained in accordance with any applicable recommendations and specifications of OVUUD, LLC (or, in the absence of applicable recommendations and specifications, in accordance with normal practice); (d) any product the failure of which is due to any cause other than a defect in the material or workmanship of the product itself, or (e) any product not manufactured by OVUUD, LLC which has been installed and used in conjunction with OVUUD, LLC’s products. (drivers, controls, and lamps are not manufactured by OVUUD, LLC and OVUUD, LLC’s warranty does not apply to any of these items nor does it apply to any other component part of accessory manufactured by another manufacturer.
Any warranty regarding any such component part of accessory is made by the manufacturer of the component or accessory, and the customer shall direct all claims to such manufacturer). OVUUD, LLC makes no warranties to those defined as consumers in the Magnuson-Moss Federal Trade Commission Improvement Act.
13. SPECIAL WARRANT FOR LED LUMINAIRES: OVUUD, LLC (N Seller) warrants the LED electronics of the properly installed interior lighting products as listed below free from defects in normal use for a period five (5) years from the date of shipment, or 40,000 hours of operation. This warranty is extended only to the original purchaser of these products. OVUUD will replace or repair at its option, any product that is returned that it determines is defective. Usage information must be supplied to the company to determine and validate hours. This limited warranty does not include installation or removal, nor does it extend to LED drivers which are warranted for three (3) years.
Defects do not include improper installation or operation of these products. This includes alterations, power surges, voltage irregularities, and overheating due to external situations. To warranty and receive credit for anything that is deemed to be defective, all products must undergo quality inspection prior to determining replacement of warranty. Proper testing of product can take up to three (3) weeks before determination can be made.
THIS EXPRESS WARRANTY STATES THE FULL AND ONLY COMPLETE OBLIGATION OF OVUUD, LLC. THIS WARRANTY IS EXCLUSIVE OF ALL OTHER STATUTORY BY OPERATION OF LAW, OR COURSE OF PERFORMANCE ARE GIVEN.
THE ABOVE EXPRESS WARRANTY STATES THE FULL AND COMPLETE OBLIGATION OF OVUUD, LLC. IMPLIED WARRANTIES OF FITNESS, FOR A PARTICULAR PURPOSE ARE LIMITED IN DURATION TO THE TERM OF THE EXPRESSED WARRANTY. THIS COMPANY WILL NOT ACCEPT LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES WHETHER ARISING OUT OF CONTRACT, TORT, OR STRICT LIABILITY.
THERE IS NO LABOR REIMBURSEMENT AT ANY TIME.
14. WARRANTY OBLIGATIONS: If OVUUD, LLC products fail to meet the one year warranty, OVUUD, LLC shall correct the defect by shipping to the Customer, at OVUUD, LLC’s option, either necessary repaired or replacement parts without charge to the Customer, provided that the Customer gives OVUUD, LLC written notice of any product defect within thirty (30) days after discovery of the defect and, if requested by OVUUD, LLC, promptly arranges to make the defective products available to OVUUD, LLC for investigation and correction. No products may be returned to OVUUD, LLC until OVUUD, LLC issues a return Material Authorization to the Customer.
15. EXCLUSIVE REMEDY: The foregoing limited warranty provides the sole and exclusive remedy of the Customer against OVUUD, LLC relating to OVUUD, LLC’s products, whether the claim is made in contract, warranty, tort (including negligence), strict liability or otherwise.
16. LIMITATION OF LIABILITY: IN NO EVENT SHALL OVUUD, LLC BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, LABOR CHARGES, LOST PROFITS OR REVENUES, AND DAMAGE TO ANY RELATED EQUIPMENT, SYSTEM OR FACILITY OR ANY PROPERTY TO WHICH ANY PRODUCT IS AFFIXED. The total liability of OVUUD, LLC on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with the foregoing limited warranty or from the manufacture, sale, delivery, use maintenance, repair, modification or replacement of any products, or the furnishing of any services, shall in no event exceed the purchase price allocable to the specific product which gives rise to the claim. This clause shall survive failure of any exclusive remedy.