Terms and Conditions of Sale
1. PRICES. Unless noted otherwise, all quoted prices are FOB shipping point and are valid for a period of 60 days from the date of quote, after which they are subject to change without notice.
2. ACCEPTANCE OF ORDERS. No order placed with Sheri-­
dan Lighting Systems, Inc. (“Sheridan”) shall be considered accepted until officially acknowledged in writing by Sheridan. The terms and conditions as stated herein and in Sheridan’s written order acknowledgement shall constitute the entire sales agreement between Sheridan and the purchaser, and any contrary or additional terms or conditions submitted by the purchaser shall be deemed to be of no effect unless specifi-­
cally acknowledged in writing by Sheridan at the time of order acceptance. No custom, practice, or course of prior dealings betweeen the parties and no usage of trade shall modify or otherwise affect the terms and conditions of Sheridan’s written order acknowledgement. Sheridan reserves the right to select its own customers and to reject any order. All orders and shipments are subject to the approval of Sheridan’s Credit Department. Orders submitted as “Hold For Release” may receive price protection for up to three (3) months from the date of acceptance, after which they may be subject to price review.
3. TERMS OF PAYMENT. All custom orders are subject to a 50% deposit, with the balance of payment due prior to ship-­
ping. N30 on approved credit only. Invoices with N30 credit must be paid within 30 days from the date of invoice. A service charge of 2% per month (or if such rate exceeds the maximum lawful rate, then such maximum lawful rate) shall be assessed on all past due payments and shall be payable on demand.
4. FREIGHT. As a courtesy only, freight is prepaid and allowed (not charged) for all shipments of products for orders of $5,000 and more to all points in the contiguous United States. In prin-­
ciple, all freight charges are the responsibility of the purchaser. Sheridan reserves the right to use its discretion in routing all shipments via least expensive surface route;; however, spe-­
cial instructions will be followed, if the purchaser will assume any additional transportation charges. Cartage or accessorial charges and detention or demurrage charges are not allowed. Anchor bolts and/or templates can be pre-­shipped upon request. However, no freight shall be allowed on such ship-­
ments.
All goods are shipped FOB shippping point at the purchaser’s risk. Sheridan’s responsibility for safe delivery ceases when the goods have been turned over to the transportation com-­
pany. All claims for damage or shortage in transit are to be handled by the purchaser. All shipments must be inspected by the purchaser or his authorized agent immediately upon receipt for transportation loss or damage and any necessary claim entered within 10 business days of delivery with the carrier. Any irregularities (shortage, damage, error, etc.) with the shipment must be noted on the delivery receipt (bill of lading), otherwise they will not be considered.
his authorized agents. Employee(s) of the transportation com-­
pany shall not participate in any unloading activities. Where a tail gate is required by the purchaser for ease of unloading, such requirement shall be communicated to Sheridan at the latest at the time of placement of order and shall carry an additional charge quoted by Sheridan at that time.
7. ADDITIONS / CANCELLATIONS. Additions to orders already acknowledged will be considered as new orders. Prod-­
ucts specifically modified to the customer requirements are noncancelable after release. Otherwise, if the purchaser, after acceptance of an order by Sheridan, desires to cancel the order, and Sheridan accepts such cancellation in writing, the cancellation charge shall be 10% of the total price of the order, or the actual costs incurred by Sheridan with respect to the order as of the time of cancellation, whichever is greater. Such charges are payable by the purchaser on demand.
8. RETURN GOODS. Request to return materials must be made within three (3) months from the date of shipment. No products shall be accepted for return unless in original packages and accompanied by “Return Goods Authorization” number, which can be obtained from Sheridan. Return ship-­
ments must be made FOB Sheridan factory as specified on Sheridan’s return authorization form. For products accepted for return, a credit will be issued at the prices prevailing at the time of shipment or at the time of return, whichever is lower, from which will be deducted any freight charges previously allowed and a minimum service charge of 50% of the invoice price to cover part of the cost of handling, unpacking, repacking and placing the products in saleable condition. The actual service charge will be determined from the condition of the units as received at Sheridan’s factory. Such charges are payable by the purchaser on demand. Products specifically modified to the customer requirements are nonreturnable. Products returned for errors in shipments will be accepted at full credit and without service charge. Transportation must be prepaid to Sheridan on all returned merchandise.
9. TAXES. The purchaser shall pay when due all sales, use, gross receipts, excise and other taxes (together with interest and penaltie, if any, thereon) now or hereafter imposed by any governmental agency upon Sheridan, the purchaser, the products or the use thereof.
10. PROPER PRODUCT APPLICATION. Producs should be stored, installed, used and maintained in accordance with applicable Sheridan instructions and specifications. Copies of instructions and specifications can be obtained from Sheri-­
dan. Sheridan is not responsible, under its limited warranty described below or otherwise, for any product modified or altered without prior written authorization from Sheridan.
11. LIMITED WARRANTY. Subject to all limitations set forth below, Sheridan warrants to the purchaser that Sheridan’s products, other than electrical components, will be free from defects in material and workmanship for one (1) year from the date of manufacture. Surface finish is warrantied against discoloration, gloss retention, corrosion and lack of adhesion 5. DELIVERY. Delivery and shipment dates are estimated for a period of three (3) years from the date of shipment. dates only and, unless specified, are figured from the date of This warranty does not cover damages caused during instal-­
receipt of approved submittal drawings. Sheridan shall not lation. All electrical components shall carry their respective be liable for any delay or default in delivering products where manufacturers’ warranties. In the event of failure, replacement occasioned by any cause of any kind or extent beyond the ballasts or photoelectric controls will be shipped and billed at control of Sheridan, including, without limitation, armed conflict the replacement cost and a Return Goods Authorization will or economic dislocation resulting there from embargoes;; acts be issued for the defective material. Credit will be issued of terrorism;; shortages of labor, raw materials, fuel, energy, upon inspeciton of the returned ballast or photoelectric control, production facilities or transportation;; labor difficulties;; civil dis-­
if it proves to be defective due to the manfuacturer’s fault. orders of any kind;; action of civil or military authorities (includ-­
Payment of the invoice must be made within 30 days, unless ing priorities and allocations);; fires;; floods;; acts of God;; and the defective ballast or photoelectric control has been returned accidents. No liability shall be sustained by Sheridan by within this time frame. No labor costs will be allowed for reason of its not filling any order or portion thereof due to any repairs to surface finish, replacement of defective ballasts or of these or similar occurrences.
photoelectric controls. Under this warranty, Sheridan’s liablility shall be limited to repair or replacement of goods, at Sheridan’s 6. PACKING / UNLOADING. No charge will be made for discretion, at a repair facility designated by Sheridan. standard packing. Some products are shipped palletized for the purchaser’s convenience during unloading. Where it is The purchaser shall assume all responsibility and expense for impractical for the purchaser to handle heavy pallets, the pur-­
removal, reinstallaton and freight both ways in connection with chaser should specify “No Pallet” on the order. Unloading of goods shall be solely the responsibility of the purchaser or
the foregoing remedies. If any of Sheridan’s products fail to meet the applicable warranty described above, Sheridan shall correct the defect by shipping to the purchaser either, at Sheridan’s option, the necessary repaired or replacement parts FOB Sheridan factory, with freight collect to the purchaser. NO PRODUCTS MAY BE RETURNED UNTIL THE PURCHASER HAS CONTACTED SHERIDAN AND RECEIVED A RETURN GOODS AUTHORIZATION NUMBER. The warranty set forth in this section is VOID, if the products have not been properly stored, installed, used or maintained or if the purchaser fails to comply with any applicable recommendations of Sheridan. Sheridan shall not be responsible for any failure of its products, which is a result of external causes;; natural catastrophe;; power surges or failure;; improper power supply;; fault or negligence of the purchaser of user;; improper or unauthorized use, installa-­
tion, handling, storage, alteration or service;; or any cause other than a defect in the material or workmanship of the product itself.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. Except as specifically set forth above, Sheridan makes no representations or warranties, and expressly disclaims all representations and warranties, express or implied, relating directly or indirectly to any products manufactured or sold by Sheridan, whether oral, written, or arising by course of dealing or usage of trade, including, with-­
out limitation, any warranties of merchantabiity or fitness for a particular purpose. This limited warranty may be modified or amended only by a written instrument signed by a duly authorized representative of Sheridan. Without an express, written authorization from Sheridan, no distributor, independant sales agent or supplier of Sheridan products has the authority to modify or amend this limited warranty.
12. LIMITATION OF LIABILITY. The foregoing limited warranty provides the purchaser’s sole and exclusive remedy relating to Sheridan products. The total liability of Sheridan on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connnection with, or resulting from, Sheridan performance or breach of the foregoing limited warranty or from Sheridan’s sale, delivery, resale, repair, or repalcement or use 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, and any and all such liability shall terminate upon the expiration of the limited warranty specified above. If Sheridan furnishes advice or other assistance which concerns any product or any system or equipment in which any product may be installed, the furnishing of such advice or assistance shall not subject Sheridan to any liability, whether in contract, warranty, tort (including negligence), or otherwise.
In no event shall Sheridan be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, even if informed of the possibility of such damages, whether as a result of breach of contract, warranty, tort (including neg-­
ligence), strict liability or any other theory, including without limitation, labor chages, loss of time, profits or revenues, lack or loss of productivity, interest charges or cost of capital, cost of substitute equipment, systems, services or products, cost of purchased or replacement power, downtime costs, damage to or loss of use of products or any related equipment, system or facility or any property to which any product is affixed, or any breach of the foregoing limited warranty or obligations under such limited warranty. Some states do not allow the exclusion of limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights, which vary from state to state. Sheridan reserves the right to change or improve the design of any of its products without assuming any obligation to modify any product previously manufactured or to notify any users of such changes or modifications.
13. GOVERNING LAW. The sales of Sheridan products and services are governed by the laws of the Province of Ontario, Canada.
January 30, 2007