TERMS AND CONDITIONS OF SALE
These Terms and Conditions (the "Agreement") govern all purchases of merchandise from JACOBS LIGHTING SUPPLY LLC, dba JLS LIGHTING ("Seller") by any customer ("Buyer"). By placing an order with Seller, Buyer agrees to be bound by these Terms and Conditions, which shall apply to all transactions between Seller and Buyer unless modified by a separate written agreement signed by both parties. All capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Order Form.
1. Standard Terms and Conditions
Unless a separate written supply agreement is entered into between JACOBS LIGHTING SUPPLY LLC, dba JLS LIGHTING, a Florida limited liability company (“Seller”) and the Buyer, either modifying these terms and conditions or setting forth which terms will control, the following terms and conditions are part of Seller's quotation for and acceptance of any resulting order and shall become the exclusive and binding agreement between Seller and Buyer with respect to the order of any merchandise described in the Purchase Order Form (the “Merchandise”) by Buyer and the sale of such Merchandise by Seller to Buyer. These terms shall apply to all purchase orders issued by Buyer, regardless of whether they explicitly reference these Terms and Conditions. NO TERM OR CONDITION SET FORTH IN ANY OF BUYER'S SOLICITATIONS, PURCHASE ORDERS, OR CONTRACTS SHALL BECOME PART OF ANY ORDER OR OTHERWISE BECOME BINDING ON SELLER UNLESS EXPRESSLY AGREED TO IN WRITING BY SELLER. BUYER'S ORDER IS ACCEPTED SOLELY ON THE CONDITION THAT BUYER EXPRESSLY ACCEPTS AND ASSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN.
2. Quotations, Prices, and Taxes
All applicable sales taxes, import duties, customs clearance fees, licenses, certifications, and other authorizations or approvals required for the transaction shall be the sole responsibility of Buyer. Any request for tax exemption must be accompanied by satisfactory evidence of Buyer's eligibility for such exemption.
3. Acceptance of Order
Seller shall manifest its acceptance of a Buyer order for the Merchandise, conforming to the Purchase Order Form, upon the earlier of Seller's commencement of performance under such order or the transmission of an order confirmation by Seller.
4. Cancellations, Returns
Buyer may not cancel any order for Merchandise without Seller's approval. Unless otherwise agreed to in writing by Seller, no Merchandise may be returned for credit by Buyer. If Seller agrees to accept returned Merchandise, a 30% restocking fee will be charged unless the manufacturer charges a higher restocking fee, in which case the manufacturer restocking fee will be charged to Buyer.
5. Delivery; Delays
Unless otherwise agreed in writing, delivery of the Merchandise shall take place at the location and time indicated in the Purchase Order Form. Seller shall not be liable for any delay in delivery due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, material shortages, trade embargoes, manufacturer delays, government regulations, labor strikes, civil unrest, or subcontractor non-performance.
6. Shipment and Risk of Loss
Seller shall deliver the Merchandise FOB Seller’s shipping point. If delivery occurs at Seller’s warehouse, risk of loss transfers to Buyer at the time of delivery, regardless of when Buyer takes possession. Buyer shall bear all freight costs and the risk of loss beginning at Seller’s shipping point. If shipping is arranged directly from the manufacturer, Seller bears no risk of loss.
7. Seller's Security Interest
Seller retains a purchase money security interest in the Merchandise until Buyer makes full payment. Buyer agrees to execute any documents necessary to perfect Seller’s security interest under the Florida Uniform Commercial Code (UCC). In the event of default, Seller may exercise all rights of a secured party under Florida law, including repossession of the Merchandise.
8. Terms of Payment
Time for payment is of the essence. Unless Seller extends credit terms to Buyer in writing, all payments must be made prior to delivery. Where credit is extended, Buyer must pay all amounts within thirty (30) calendar days from the invoice date. A finance charge of the lesser of 1.5% per month or the maximum rate permitted under Florida law may be assessed on past-due accounts. Buyer agrees to be personally liable for payment of Seller’s invoices.
9. Lighting Design Disclaimer
Any photometric analysis, lighting design, layout, energy analysis, or visual simulation ("Lighting Design") provided by Seller represents an anticipated prediction of lighting system performance based upon design parameters and information supplied by others. These design parameters and information have not been field-verified by Seller, and actual measured results may vary due to site conditions. Seller recommends that all design parameters and information be field-verified prior to installation to minimize discrepancies. Seller does not warrant, either implied or stated, that actual measured light levels or energy consumption will match those illustrated in the Lighting Design. Furthermore, Seller makes no representations regarding the compliance of the Lighting Design with any regulatory code requirements, except where explicitly stated on documentation prepared by Seller. The Lighting Design is provided as an advisory document for informational and convenience purposes only and is not intended for construction use or as part of a project’s official construction documentation package. Before placing an order for products referenced in the Lighting Design, Buyer must verify that the lumen output of the fixtures being ordered matches the specifications shown in the Lighting Design. Changes in product availability or specifications may impact lighting performance, and Seller is not responsible for any discrepancies arising from such changes.
10. Extended Warranty Coverage
Seller offers an Extended Service Agreement ("ESA") provided by Trinity Warranty, which supplements the manufacturer's limited warranty for covered LED products. This ESA provides additional benefits beyond the manufacturer’s warranty and applies only to the equipment and coverage listed in the Declarations Section of the ESA. The ESA does not replace the manufacturer’s warranty but rather extends coverage under the terms specified by Trinity Warranty.
Coverage Under the Extended Service Agreement:
- Labor Only: Pays a fixed labor rate for the repair or replacement of covered LED products due to mechanical or electrical failure, as defined in the ESA Declarations Section.
- Material Only: Covers only installed parts that are inoperative due to mechanical or electrical failure, as defined in the ESA Declarations Section.
Conditions and Limitations:
- Covered products must be installed, operated, and maintained in accordance with the manufacturer’s guidelines and applicable safety codes (e.g., NEC, UL, ETL).
- If fixtures are rebuilt or retrofitted in place without altering external wiring, coverage applies only to the performed labor.
- If applicable safety requirements change after project completion, coverage remains in effect under the terms of the original agreement.
11. Manufacturer Warranty Pass-Through Clause
Seller does not provide any warranties beyond those offered by the manufacturer. Any claims regarding defective Merchandise must be made directly to the manufacturer under their respective warranty policies. Seller assumes no liability for warranty claims beyond assisting Buyer with warranty claim submissions where applicable.
12. Drop-Shipping & Direct Manufacturer Shipment Terms
In cases where Merchandise is drop-shipped or shipped directly from the manufacturer to Buyer, Seller assumes no responsibility for loss, damage, or delays incurred during transit. Buyer must handle all claims for damaged or lost shipments directly with the shipping carrier or manufacturer.
13. Force Majeure Clause for Supply Chain Delays
Seller shall not be liable for delays in delivery due to causes beyond its reasonable control, including but not limited to shortages of raw materials, factory shutdowns, labor strikes, global supply chain disruptions, acts of war, pandemics, or government regulations.
14. Intellectual Property & Trademarks
All trademarks, logos, product images, and descriptions used in Seller’s materials are the property of their respective manufacturers. Seller makes no claims to ownership of such intellectual property and shall not be liable for any disputes arising from their use.
15. Title Retention Until Full Payment
Title to the Merchandise shall remain with Seller until Buyer has paid in full. Until full payment is received, Seller reserves the right to reclaim the Merchandise in the event of non-payment.
16. No Warranty; Disclaimer; Limitation of Liability; Indemnification
BUYER AGREES TO PURCHASE THE MERCHANDISE "AS IS" WITHOUT ANY WARRANTY FROM SELLER. ANY WARRANTIES OFFERED BY THE MANUFACTURER ARE SOLELY AT THE MANUFACTURER'S DISCRETION, AND SELLER ASSUMES NO RESPONSIBILITY FOR SUCH WARRANTIES. SELLER MAKES NO GUARANTEES THAT THE MERCHANDISE IS SUITABLE FOR BUYER’S PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, SELLER’S LIABILITY SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID FOR THE DEFECTIVE MERCHANDISE. SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES. Buyer shall indemnify, defend, and hold Seller harmless from any claims, actions, damages, liabilities, costs, or expenses (including reasonable attorney's fees) arising from Buyer’s negligence, improper use, modifications, or failure to comply with specifications.
17. Governing Law; Consent to Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any disputes arising from this Agreement shall be brought exclusively in the state or federal courts located in Sarasota County, Florida, and Buyer irrevocably submits to such jurisdiction.
18. Attorney's Fees
In the event of any legal dispute, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred.
19. Entire Agreement
ACCEPTANCE OF THE MERCHANDISE CONSTITUTES ACCEPTANCE OF THESE TERMS. SELLER’S FAILURE TO OBJECT TO BUYER’S ADDITIONAL TERMS DOES NOT CONSTITUTE ACCEPTANCE OF SUCH TERMS. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral. Any modifications must be in writing and signed by both parties.