STANDARD TERMS AND CONDITIONS OF SALE
Unless otherwise specifically agreed to in writing by Seller, these Terms and Conditions of Sale (these “Terms”) shall apply to any and all
orders placed by Buyer for Seller lighting products and controls or services (the “Products”), whether or not such order is subject to a signed
purchase order or other agreement between Buyer and Seller. “Buyer” means the individual or entity identified on Buyer’s purchase order,
or if different, on Seller’s quote. “Seller” means the subsidiary, division or affiliated entity of Hubbell Lighting, Inc. identified on Seller’s quote
or order acknowledgement.
1.
ACCEPTANCE. All orders received from Buyer are subject to acceptance by Seller and Seller reserves the right, in its sole
discretion, not to accept any purchase order, including any purchase order issued in connection with a quote provided by Seller.
Acceptance of any order is subject to the availability of Products and the ability of Seller to deliver. Seller’s acceptance shall be
evidenced by (i) delivery of an order acknowledgement to Buyer or (ii) Seller’s commencement of the work necessary to provide
the Products. Unless Seller expressly agrees in writing, these Terms will govern all purchase orders and quotes for Products, and
Seller’s acceptance of any purchase order submitted by Buyer is conditional on Buyer’s acceptance of these Terms. Seller
specifically rejects, and Buyer disclaims, all pre-printed provisions in Buyer’s purchase order and any other Buyer forms or
documents. Seller’s failure to object to any term or condition in any communication from Buyer will not be construed as
agreement to such term or condition, nor will it be deemed a waiver of these Terms. If Seller’s order acknowledgement, invoice or
other document or electronic transmittal including or attaching these Terms is found to be an acceptance of an offer from Buyer,
acceptance is expressly made conditional upon Buyer’s assent solely to these Terms, and acceptance of any Products delivered
or provided by Seller shall be deemed to constitute such assent by Buyer. If Seller’s order acknowledgement, invoice or other
document or electronic transmittal including or attaching these Terms constitutes an offer, Buyer’s acceptance of the offer is
hereby limited to the terms of the offer, including these Terms. Seller reserves the right to refuse to make quotations, accept orders
or direct shipments to destinations outside the Buyer’s regular selling area (where applicable).
2.
PRICES: All prices are those in effect at the time of the quotation and are subject to change without notice. Unless prices are
quoted as “firm,” Seller reserves the right to invoice at the prices in effect on the date of shipment, regardless of any prior quote
and regardless of whether notice was received by Buyer. All prices and other terms are subject to correction for typographical and
clerical errors.
3.
SALES AND SIMILAR TAXES. Prices do not include federal, state or municipal sales, use, excise or similar taxes.
Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax
applicable to the sale or use of the Products hereunder shall be paid by the Buyer, or in lieu thereof, the Buyer shall provide Seller
with a tax exemption certificate acceptable to Seller. Buyer shall indemnify Seller for and save Seller harmless from any liability,
penalties or expenses incurred by Seller as a result of its reliance upon such certificate.
4.
PAYMENT TERMS. Unless different payment terms have been extended to Buyer in writing, payment terms are net 30 days after
date of invoice. The payment remittance address and payee will be listed on the invoice. Amounts not paid when due shall be
subject to interest at the rate one and one-half percent (1½%) per month, or if less, the maximum rate permitted by law. All past
due amounts shall be payable on demand. If any amount due Seller is collected by or through an attorney, Seller shall be entitled
to recover all costs of collection, including, without limitation, attorney’s fees equal to 15% of the total principal and interest owed.
In the case of an apparent discrepancy in a line item charge, Buyer is obligated to advise Seller’s customer service team in writing
of the nature of the claimed discrepancy within five (5) days of receipt of the invoice. This includes all requests for proof of
delivery. A claim of discrepancy does not relieve Buyer of the absolute obligation to pay the remaining balance of the invoice in
accordance with the standard terms of payment. Seller, after review, will have the sole discretion to resolve the discrepancy; and
the Buyer expressly agrees to abide by Seller’s decision. Seller will promptly advise Buyer of its decision regarding any disputed
items or charges.
5.
DELIVERY AND RISK OF LOSS. Unless otherwise agreed to in writing by Seller, Products shall be shipped FOB (Incoterms
2010) Seller’s manufacturing facility or distribution center, such that risk of loss and title of Products shall pass to Buyer upon
delivery to the designated carrier. Other than as expressly set forth herein, freight shall be prepaid and allowed on all shipments of
Products with a net order value of $1,000 and above to destinations within the contiguous United States. Actual freight costs are
subject to change. Shipments to Alaska and Hawaii will be made to the nearest ports of embarkation in the contiguous United
States as prepaid to such points. Applicable delivery terms for shipments outside the United States will be agreed on a case by
case basis.
For the following brands, freight shall be prepaid and allowed on all shipments of Products within the contiguous United States
with a net order as indicated in parentheses: (i) Progress Lighting ($1,500); (ii) Architectural Area Lighting, Kim Lighting, Beacon
Products and Hubbell Building Automation ($3,000); and (iii) LiteControl and Kurt Versen ($5,000). Buyer shall assume all freight
costs associated with the purchase of concrete bollards from Seller.
Seller reserves the right to select the carrier, routing and method of transportation via the least expensive surface route within the
contiguous United States. Buyer will be responsible for all charges for transportation specified via more expensive means such as
flatbed trailers, dedicated trucks, and other premium services. Multiple deliveries for released portions of orders are routed
considering the shortest length of haul. Acceptance of a specified routing does not constitute a guarantee of ship date, transit time
or arrival date.
Seller reserves the right to ship all prepaid orders in one complete shipment. Partial shipments may be made at Seller’s discretion.
Seller will not be responsible for any cartage or storage charges at destination. Buyer shall pay any detention, storage, handling or
auxiliary charges assessed by carriers or warehousemen resulting from Buyer’s requirements for special service or Buyer’s failure
to accept delivery in a timely manner. Seller’s responsibility for exception-free delivery ceases when the transportation company
receives shipment in good condition. Claims for loss or damage must be reported directly to the carrier. Seller’s willingness to
assist the Buyer with such claims does not indicate liability on the part of the Seller for the claim or replacement of the Products.
All other charges and services provided by the carrier at a consignee’s request including but not limited to redelivery or reconsignment are the responsibility of the Buyer.
Buyer requests for deferment on shipping must be approved by Seller and such orders may be subject to revised pricing.
6.
ALTERNATIVE FREIGHT ARRANGEMENTS. Should the Buyer wish to use any alternative freight arrangements including, but
not limited to, partial shipments, special carriers or expedited freight, the Buyer will be responsible for all freight charges incurred.
Seller will, upon request, make partial shipments of anchor bolts and templates on a prepaid basis providing the original order
qualified for freight allowance and will ship the balance of the material on any given order upon completion of that order.
7.
BACK ORDERS. Back orders that are the responsibility of Seller will be shipped FOB (Incoterms 2010) Seller’s manufacturing
facility or distribution center with freight prepaid and allowed via the most cost effective method, provided the original order
qualified for freight allowance.
8.
WILL CALL. All orders that are placed for will call and are not picked up within five days of the will call date will be shipped to
Buyer and Buyer will be responsible for appropriate freight and handling charges.
9.
PERFORMANCE. Seller will use reasonable efforts to meet shipment or delivery dates specified by Seller or Buyer, but such
dates are estimates only and are not a firm commitment. Time is not of the essence with respect to the transactions covered by
these Terms, except with respect to Buyer’s obligation to make all related payments. Seller will not be liable for any delay in
shipping or performance or non-delivery for any reason, including but not limited to, any delay or non-delivery caused directly or
indirectly by a Force Majeure Event (as defined in Section 18). Buyer agrees that any delay in delivery or failure to deliver or
perform any part of these Terms shall not be grounds for Buyer to terminate or refuse to comply with any provisions hereof and no
claim or penalty shall be effective against Seller for such delay. No order will be released for manufacture until Buyer provides
Seller with all required information needed to manufacture the Products including, without limitation, approved drawings (where
applicable), color or voltage specifications, delivery dates (where Buyer indicates to be provided later) and complete shipment
instructions. Seller shall not be responsible for any delay caused by Buyer’s failure to timely provide approval drawings and other
pertinent information required for Seller to complete its obligations under an order. In addition, all performance dates, timetables
and project milestones shall automatically be extended, day for day, for each day of delay in the completion of any milestone,
inspection or approval resulting from any act, omission or delay (including, without limitation, any delay in submitting any required
information) of Buyer or any of Buyer’s other contractors, subcontractors, customers or suppliers, or resulting from any other delay
not caused by Seller.
10. LIMITED WARRANTY. Seller shall provide to the original purchaser a limited warranty for each of Seller’s Products purchased
under these Terms. The terms, limitations and exclusions are available at www.hubbelllighting.com/resources/warranty. Seller
reserves the right to modify its limited warranty at any time in its sole discretion. EXCEPT FOR THE EXPRESS WARRANTIES
SET FORTH ABOVE, SELLER PROVIDES THE PRODUCTS AS-IS AND MAKES NO OTHER REPRESENTATIONS OR
WARRANTIES, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, RELATING DIRECTLY OR INDIRECTLY TO THE PRODUCTS, WHETHER ORAL, WRITTEN OR
ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY SELLER OR ANY EMPLOYEE, AGENT, DISTRIBUTOR OR OTHER SUPPLIER OF
SELLER’S PRODUCTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS
WARRANTY SET FORTH ABOVE. NO EMPLOYEE, AGENT, DISTRIBUTOR OR OTHER SUPPLIER OF SELLER’S
PRODUCTS HAS THE AUTHORITY TO MODIFY OR AMEND THE EXPRESS WARRANTIES SET FORTH ABOVE WITHOUT
EXPRESS WRITTEN AUTHORIZATION FROM SELLER.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF
SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, INCLUDING WITHOUT LIMITATION LABOR OR EQUIPMENT
REQUIRED TO REMOVE AND/OR REINSTALL ORIGINAL OR REPLACEMENT PARTS, LOSS OF TIME, PROFITS OR
REVENUES, LACK OR LOSS OF PRODUCTIVITY, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT
INTEREST CHARGES OR COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES, SYSTEMS, SERVICES OR
DOWNTIME COSTS, DAMAGE TO OR LOSS OF PROPERTY OR EQUIPMENT, ANY INCONVENIENCE, COST OR DAMAGE
ARISING OUT OF ANY DELAY IN PERFORMING, FAILURE TO PERFORM OR OTHER BREACH OF THE WARRANTY SET
FORTH IN SECTION 10 OR OBLIGATIONS UNDER SUCH WARRANTY, OR CLAIMS OF THIRD PARTIES AGAINST BUYER,
ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, USE OF, INABILITY TO USE, OR THE REPAIR OR
REPLACEMENT OF THE PRODUCTS SOLD PURSUANT TO THESE TERMS. IN NO EVENT SHALL SELLER’S TOTAL
LIABILITY IN RESPECT OF 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, OR
RESULTING FROM SELLER'S SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT OR FURNISHING OF ANY PRODUCTS,
INCLUDING PERFORMANCE OR BREACH OF THE WARRANTY SET FORTH IN SECTION 10 OF THESE TERMS, EXCEED
THE PURCHASE PRICE ALLOCABLE TO THE GOOD(S) THAT GIVE RISE TO THE CLAIM, AND ANY AND ALL SUCH
LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD FOR SUCH GOOD(S).
12. MINIMUM ORDER; MASTER PACKAGE. For standard orders (within the contiguous United States), the minimum order shall be
$50 and $25 for parts ($5 for Progress Lighting). Where applicable, all orders will be shipped in standard master packs as noted.
A 25% charge will be assessed to any quantity ordered by Buyer that is less than a standard master pack.
13. CANCELLATIONS. Stock products may be cancelled with the written consent of the Seller. Seller will try to accommodate
requests for cancellations but cannot guarantee stoppage of shipment for stocked product. Cancellation of any stock product order
after shipment is subject to the provisions of these Terms. Cancellation of non-stock, custom made, or modified products may be
made only if Seller has not purchased the materials or performed work for such order. If work has been performed, any costs
incurred by Seller will be charged to the Buyer, which may include a cancellation charge up to the price of the product. Upon
cancellation, Buyer owned materials will be disposed of by the Seller at its discretion.
14. RETURNED PRODUCTS. In the event it is necessary to return Products to Seller, Buyer must follow the procedure outlined in
these Terms. Products are not returnable without the prior written consent of Seller. Request for permission to return
merchandise must be made in writing to the Seller within 90 days from date of shipment except defective products (which are
subject to the terms of the limited warranties set forth in Section 10 of these Terms). A Return Materials Authorization (“RMA”)
form, supplied by Seller, must accompany the return shipment, and Buyer must provide the original Seller invoice number with the
RMA. All returned Products must be in excellent, resalable condition and packaged in the original carton. Any Products returned
with a damaged carton, missing components, or other damage not caused by Seller will be assessed a higher restocking fee to
cover the cost of replacements. Products will be inspected upon return and any service or repair needed to place them in first
class, saleable condition will be charged and added to the restocking charge described below. For returns of Progress Lighting
Products, total current annual returns cannot exceed 4% of the previous calendar years’ net purchases. Return freight must be
prepaid unless otherwise instructed by Seller in writing. Returned Products must be received by Seller within 30 days of issuance
of the RMA.
Credit will be issued for only the actual quantity received and will be based on original invoice price, or the price in effect at the
time of the return shipment, whichever is lower. Stock product order returns are subject to a 35% restocking fee (inclusive of
outbound freight). Products may not be returned if they are non-standard, made-to-order, or manufactured to Buyer’s specific
design or specification, or is outdated or discontinued stock product. Unless otherwise agreed by Seller in writing, the net value of
the return must not be less than $250 (including the restocking fee). Seller reserves the right to deduct for any damage sustained
in transit. Unauthorized returns will be refused. Items returned without proper authorization from Seller will, at the sole option of
Seller, be returned to Buyer freight collect, or scrapped immediately with no issuance of credit. Unauthorized material included in
an otherwise authorized return will not be credited. Seller may dispose of this material in its sole discretion. If the return of
Products is made necessary through any fault of Seller and permission is granted for its return, Seller will give Buyer full credit for
the return, including all transportation charges if returned per transportation routing instructions on the RMA. The Buyer shall
remain absolutely liable for the purchase price of all Products purchased hereunder, and Seller will not be bound by terms and
conditions imposed by any third party.
15. CHANGES IN PRODUCT DESIGN OR MANUFACTURE. Seller shall have the right to change, discontinue or modify the design
or production of any of its Products and to substitute material equal to or superior to that originally specified.
16. CONFIDENTIALITY. All pricing, drawings, plans, disclosures, specifications, patterns or technical or business information
furnished at any time to Buyer by Seller shall remain the sole property of Seller. Buyer shall hold all such information in strict
confidence, shall not use or divulge to any person or entity any such confidential information, and any and all copies of such
confidential information shall be returned to Seller promptly upon Seller’s request.
17. INTELLECTUAL PROPERTY RIGHTS. Intellectual property rights (whether arising under patent, trademark, copyright laws or
otherwise) to all improvements embodied in designs, tools, patterns, drawings, information and Products supplied by Seller under
these Terms, and exclusive rights for the use and reproduction thereof, and all intellectual property rights arising out of the
performance under these Terms shall accrue and be assigned to, and be owned by, Seller, and Buyer shall execute and deliver
such instruments as may be necessary to effect or confirm such ownership. Buyer agrees to indemnify, defend and hold Seller
harmless from any and all damages, costs and expenses (including attorney’s fees) related to any claim arising from or related to
(a) the design, distribution, manufacture, marketing, sale, or use of the Products or (b) a claim that such Good furnished to Buyer
by Seller, or the use thereof, infringes any claim of any patent, foreign or domestic, in each case to the extent that such claim
arises from or is related to (i) Products which are made in accordance with drawings, samples or manufacturing specifications
designated by Buyer, (ii) any modifications by Buyer to the Products or any part(s) thereof, or (iii) the combination of the Products
or any part(s) thereof with any other parts, equipment, products or goods. Buyer agrees at its own expense to undertake the
defense of any suit against Seller brought upon such claim or claims.
18. FORCE MAJEURE. Seller shall not be responsible for any delay or failure in performance of any part of a quote, these Terms,
delivery of the Products to the extent such delay or failure is caused by an event beyond the reasonable control of Seller including,
without limitation, governmental action, fire, explosion, acts of God, flood, war, riot, accident, blockades, insurrections, riots,
epidemics, earthquakes, hurricanes, tornadoes, floods, abnormal snow or hail storms, labor trouble, shortages of labor or
materials, increases in material costs, transportation difficulty, acts of the public enemy, the existence of any circumstance making
performance commercially impractical (each such event, a “Force Majeure Event”).
19. COMPLIANCE WITH LAWS. Buyer shall comply with all laws and regulations applicable to the Products, including, but not
limited to, all applicable import and export laws and regulations. If the ultimate destination of the Products is outside of the United
States, Buyer shall designate such country on its purchase order. In the event that Buyer purchases Products for export without so
notifying Seller, Seller reserves the right to cancel the contract at no penalty or liability for breach in the event that Seller objects to
the ultimate destination of the Products, and Buyer will have sole liability and shall defend, indemnify and release Seller for any
loss or damage (including without limitation, claims of governmental authorities) arising from the export from the United States or
import into another country of such Products, including, without limitation, those related to packaging, labeling, marking, warranty,
contents, use, or documentation of the Products. Buyer has sole responsibility for obtaining any required export licenses. Buyer
will not take, and will not solicit Seller to take, any action which would violate any anti-boycott or any export or import statutes or
regulations of the United States or other governmental authorities and shall defend, indemnify, and reimburse Seller for any loss
or damage arising out of or related to such actions.
20. REMEDIES FOR BREACH. A “Breach” of these Terms shall occur if Buyer (a) fails to pay any amount due within thirty (30) days
of the due date, (b) files a petition in bankruptcy or seeks relief under any bankruptcy, reorganization, insolvency, dissolution,
liquidation or similar law of any jurisdiction, (c) becomes unable to pay or suspends payment of its debts as they become due, or if
a court issues an order appointing a receiver, custodian or administrator over all or part of Buyer’s assets, or (d) or any of its
affiliates breach any agreement with Seller or any of its affiliates. In the event of a Breach, Seller may terminate any outstanding
purchase order. In addition, without waiving any other available remedies, Seller may: (i) declare immediately due and payable all
sums due and to become due under any outstanding purchase order; (ii) stop the design, manufacture, fabrication or shipment of
any Products and (iii) stop performance of any services or the design, manufacture, fabrication or shipment of any products under
any other agreement between Buyer or any of its affiliates and Seller or any of its affiliates. Buyer agrees to pay all reasonable
attorney fees and legal costs incurred or paid by Seller in connection with any suit, action or proceeding to collect any amounts
owed to Seller under these Terms or any quote, purchaser order or acknowledgment subject to these Terms.
21. NO WAIVER. Seller’s waiver of any breach of any provision contained in these Terms will not waive any other breach by Buyer.
Seller’s delay or failure to enforce its rights under these Terms shall not be deemed a waiver of such rights.
22. GOVERNING LAW. These Terms shall be governed by the law of the State of South Carolina, without reference to its choice of
law rules. If Buyer is incorporated in the United States, any claim or litigation arising out of or relating to the Products shall be
brought exclusively in a court of competent jurisdiction in Greenville County, South Carolina. If Buyer is incorporated outside the
United States, any dispute will be resolved by arbitration in New York, NY by three arbitrators and under the International
Chamber of Commerce Rules of Arbitration. The language of the arbitration will be English. In all cases, Buyer and Seller
expressly exclude from application the United Nations Convention on Contracts for the International Sale of Products.
23. ASSIGNMENT. These Terms are binding upon, and shall inure to the benefit of Buyer, Seller and their successors and permitted
assigns. Buyer may not assign all or any portion of its rights or obligations hereunder without the prior written consent of Seller.
Seller may assign, delegate or subcontract a purchase order or any of its obligations under these Terms, in whole or in part,
without Buyer’s consent.
24. ENTIRE AGREEMENT; AMENDMENTS. The entire agreement of Seller and Buyer is expressed exclusively in the terms,
covenants and conditions set forth in these Terms, a Seller quote and Seller’s acceptance or acknowledgement of Buyer’s
purchase order. No agent, representative or employee of Seller has authority to agree, represent or warrant otherwise, except
Seller’s officers, and then only in writing. These Terms supersede all other written or oral agreements between the parties. Seller
and Buyer may modify these Terms, or the associated quote or purchase order acknowledgement, only by an express written
agreement signed by both parties.
25. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained
in a quote, Buyer’s purchase order, these Terms or in any other document or agreement related to a quote or the provision of the
Products shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or
fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any
manner whatsoever. No relationship of exclusivity shall be construed from a quote or these Terms.
26. SEVERABILITY. Any part of these Terms held to be invalid or unenforceable by a tribunal of competent jurisdiction shall be
deemed ineffective to the extent thereof without affecting the validity or enforceability of any other part of these Terms.
27. SURVIVAL. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any
termination or expiration of these Terms.
Effective January 30, 2015