GLK Green Light Kits LLC

Terms and Conditions

 

By accessing any web sites of Green Light Kits LLC or its subsidiaries (collectively ”GLK” or “Seller”) or otherwise indicating acceptance as set forth below, you (collectively “you” or “Buyer”) are agreeing to the following Terms and Conditions, and each time that you access GLK web sites, you reassert your agreement to these Terms and Conditions.

 

1. Password Access and Security
In order to access certain areas the GLK websites, you must present a valid password and user ID. Not every section of the site(s) will require password access, but all sections of any GLK site are subject to this agreement. Your password is your sole responsibility, and you agree to safeguard the security of your password and its use in accessing the GLK site(s) and ordering product through the site(s). You agree not to challenge the validity or enforceability of any order or dealer commitment made with your password. You must not disclose your password to any person who is not authorized to use the password on your behalf. You will be solely responsible for all authorized and unauthorized use of your password by your employees or third parties. GLK recommends that you change your password periodically, and that you change your password immediately should you believe that your password security has been compromised. Use of any GLK site, with or without a password, indicates consent to the provided Terms and Conditions, which follow.

 

2. Terms and Conditions of Sale
All sales of products and finished goods offered and supplied by GLK to its customer (“Buyer”) for resale or installation (“Products”) shall be pursuant to the following standard terms and conditions. Any conflicting terms in your purchase order or elsewhere are without effect unless counter signed and approved by GLK. All Buyer purchases from GLK are deemed to be purchases pursuant to a written agreement.

 

ACCEPTANCE: Buyer’s acceptance of these Terms and Conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer’s written acknowledgement, (b) Buyer’s submission of an order to GLK, regardless of whether the Product(s) ordered is ever delivered or if the purchase order is completely or partially fulfilled, rejected, modified or cancelled; (c) Buyer’s receipt of any part of the items specified for delivery in any purchase order submitted to GLK, (c) Buyer’s application for Dealership, or Lease approval submitted to GLK, or (d) accessing any GLK information or e-commerce web site(s).  Buyer’s acceptance is expressly limited to the Terms and Conditions in their entirety.  Any proposal hereafter submitted by Buyer, which is inconsistent with or in addition to the Terms and Conditions set forth is hereby rejected by GLK.

 

ORDERS:  GLK reserves the right to schedule and reschedule any order, with notice to Buyer, or to decline any order for any reason, or no reason, in GLK’S sole discretion.

 

DELIVErY: Delivery shall be made in accordance with GLK’S shipping policy in effect on the date of shipment.  Product title and risk of loss will transfer to Buyer upon GLK tendering the Product for delivery to the carrier (F.O.B. Origin).   Buyer shall be responsible for requests for special shipping or handling, including expedited shipment, third-party billing, or freight collect, Buyer shall be responsible for filing claims with the carrier and all freight and handling costs.  Buyer shall pay for any special routing, packing, handling or insurance requested by Buyer and agreed to by GLK.  Orders shipped under special routing instructions must be separately agreed upon and may be subject to additional charges. GLK will not be subject to requirements of compliance programs of Buyer, including charges for product delays, missing or inaccurate shipping documents, or labeling or product markings. Buyer shall promptly notify Seller, no later than 10 days from invoice date, of any claimed shortages in any delivery.. Seller shall not be liable for any shipment delays that affect Seller or any of Seller’s suppliers, or delays or shortages caused by transportation failures.

 

 PRICES:  Prices payable by Buyer for the Products are specified on the invoice. Seller does not offer price protection. Buyer shall bear all applicable federal, provincial, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and similar charges, however designated, levied on this sale or the Products (or the delivery thereof) or measured by the purchase price hereunder. Seller’s prices do not include such taxes, fees and charges. Exemption certificates must be presented prior to shipment if they are to be honored. To the extent any sale is made without the prior receipt of a valid exemption certificate, Seller expressly reserves the right to include on the invoice for such sale, or to separately invoice Buyer for all applicable taxes, fees and charges and Buyer agrees that these amounts shall be immediately due and payable.

 

PAYMENT TERMS:  Buyer shall provide all financial information reasonably requested by GLK from time to time for the purpose of establishing or continuing service and products to Buyer.  Buyer agrees that GLK shall have the right to decline to extend credit to Buyer and to require that the applicable purchase price be paid prior to accepting and confirming any order.  GLK shall have the right to revoke Buyer’s privileges to purchase any or all products it provides, on the basis of changes in GLK’S policies, or Buyer’s financial record. Buyer shall not deduct any amounts from any GLK invoice without GLK’S express written approval, which approval shall be contingent upon Buyer providing all supporting documentation for such deduction as required by and agreed to by GLK in writing.  Any authorized deductions for returned Products must include Buyer’s customer tracking number and GLK’S Return Merchandise Authorization (“RMA”) number If Buyer fails to make timely payments or deposits of any amount invoiced by GLK, GLK shall have the right to immediately revoke any or all end user and /or dealer rights extended, to delay or cancel future deliveries, and /or to reduce or cancel any or all quantity discounts extended to Buyer. Buyer shall pay all costs of collection including reasonable attorneys’ fees. A service charge of one and one-half percent (1 ½%) per month will be charged on all past due balances commencing on the date payment is due.

 

PRODUCT RETURNS: Return of Products purchased from GLK shall be governed by GLK’s product return policies in effect on the date of return. Seller reserves the right to modify or eliminate such policies at any time. Although Seller’s policies may permit Buyer to return Products claimed to be defective under certain circumstances, GLK shall be the sole arbiter of status of any such claim for returns or and refunds granted thereto.

 

 RESALE, USE , & EXPORT:  All Products delivered to Buyer hereunder are for installation or resale in North America only. All Products delivered to Buyer hereunder, are intended for installation in the United States and Canada only. Shipment of the Products outside North America may require a valid export license and the approval of GLK or its suppliers.

 

 WARRANTIES &  INDEMNITY:  Buyer acknowledges that GLK is not the manufacturer of the Products that are sold. Product warranties, from manufacturers, are created and backed by the manufacturer of the Products provided. GLK’s sole obligation (and Buyer’s sole remedy) in the event of breach of any warranty shall be to assist the Buyer in its efforts to have the manufacturer repair or replace defective Product(s).

 

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT AND FOR ALL OTHER OBLIGATIONS OR LIABILITIES ON GLK’S PART. THIS WARRANTY SHALL NOT APPLY TO ANY UNITS OR PRODUCTS WHICH SHALL HAVE BEEN REPAIRED OR ALTERED OTHER THAN BY GLK, OR ITS ASSIGNS, OR WHICH SHALL HAVE BEEN SUBJECT TO MISUSE, NEGLIGENCE, OR ACCIDENT. IN REFERNCE TO DESIGN, MATERIAL, OPERATION OR INSTALLATION OF ANY UNITS OR PRODUCTS GLK SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY OR HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS.

 

 LIMITATION OF LIABILITY:  GLK SHALL NOT BE LIABLE TO BUYER, BUYER’S CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY BUYER, BUYER’S CUSTOMER, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO BUYER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF GLK.  IN NO EVENT SHALL GLK BE LIABLE TO BUYER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED To THE BUYER HEREUNDER.  IN NO EVENT SHALL GLK BE LIABLE TO BUYER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,  OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH  THE FURNISHING, INSTALLATION, SERVICING, OR USE OF PERFORMANCE OF ANY PRODUCTS OR INFORMATION GLK SHALL PROVIDE, BY WEBSITE OR IN THE DOCUMENTATION OF PRODUCTS..

 

 CONFIDENTIALITY:  The receiving party shall protect the confidentiality and secrecy of the disclosing party’s Confidential Information and shall prevent any improper disclosure or use thereof by its employees, agents, contractors or consultants, in the same manner and with the same degree of care as it uses in protecting its own information of a confidential nature for a period of three (3) years from the date of such disclosure.  Each party must inform its employees having access to the other’s Confidential Information of restrictions required to comply with this information in Section 2.  Each party agrees to provide notice to the other immediately after learning of or having reason to suspect a breach of any of the restrictions of this Section 2.

 

Buyer agrees that GLK owns, licenses, or has title and use of certain exclusive patents, trademarks, and copyrights and agrees not to disclose or reproduce them in any form without preauthorized written permission. Buyer agrees to hold all information found in any GLK Dealer Agreement, GLK Equipment Lease, or GLK Materials or Exhibits as fully confidential, and will not share, transport, fax, or email any, or all, of said contents to any party, without written prior Authorization.

 

INJUNCTIVE  RELIEF  Each party acknowledges that any material violation of the rights and obligations provided in this Section 2 may result in immediate and irreparable injury to the other party, and hereby agrees that the aggrieved party shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against any such continued violations upon adequate proof, as required by applicable law.  Notwithstanding issues in Section 2, each party hereby submits itself to the jurisdiction of the Ohio or Federal Courts located in Lucas County, Ohio for purposes of entry of such injunctive relief. Buyers must properly use security procedures, which are reasonably sufficient to ensure that all electronic transmissions of documents to Seller are authorized and shall be responsible for any such unauthorized transmissions.

 

ELECTRONIC SIGNATURES Any order placed with, or Agreement entered into, with GLK shall be properly transmitted in accordance with these terms and conditions is considered to be “in writing”; and any order containing a code is deemed (a) to have been “signed” and (b) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. Buyer and Seller agree not to contest the validity or enforceability of orders as to whether certain agreements are to be in writing or signed.

 

INDEPENDENT CONTRACTOR:  GLK and Buyer are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties.

 

 FORCE MAJEURE:  Neither party shall be liable to the other for any delay in performance or failure to perform, in whole or in part, due to labor dispute, strike, war or act of war (whether an actual declaration is made or not), insurrection, riot, civil commotion, act of public enemy, accident, fire, flood, earthquake, or other act of God, act of any governmental authority, judicial action, computer virus or worm, or similar causes beyond the reasonable control of such party.  If any event of Force Majeure occurs, the party affected by such event shall promptly notify the other party of such event and take all reasonable actions to avoid the effect of such event.

 

DISPUTES:  Both parties agree to negotiate in good faith the settlement of any disputes that may arise under this Agreement.  If necessary, such disputes shall be escalated to appropriate senior management of each party.  In the event that such good faith settlements fail, excluding any and all disputes and controversies arising out of or in connection with Section 2, any and all other disputes and controversies of every kind and nature between the parties arising out of or in connection with the existence, construction, validity, interpretation, or meaning, performance, non-performance, enforcement, operation, breach, continuance, or termination of this Agreement shall be submitted to Courts in the Jurisdiction of Lucas County, Ohio, USA. In the event of any litigation arising out of this Agreement or its enforcement by either party, the prevailing party shall be entitled to recovery of any adjudicated funds, attorneys’ fees, and court costs.

 

NOTICES:  All notices required by this Agreement must be delivered in person, or through evidence by courier delivery receipt, and will be effective upon receipt.

 

3. Disclaimer
USE OF ANY GLK WEB SITE IS ON AN “AS IS” BASIS AND GLK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEB SITE OR RELATED PRODUCTS. GLK DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  GLK DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE WEB SITE IS FULLY ACCURATE, COMPLETE, OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

 

GLK distributes lighting kits designed for use in troffer-style suspended ceiling lighting fixtures and for use in 4 and 8 foot surface and hanging strip style fluorescent lighting fixtures. In addition, GLK distributes other lighting devices made and prepared by others, for distribution to its buyers and dealers.

 

Regardless of origin, all kits, assemblies, and fixtures supplied by GLK are designed to be compliant with certain National Electrical Codes and are composed of Certified electrical component parts only. Installation crews must be aware of said Codes, and Mandated Safety Procedures, to qualify to install GLK kits or assemblies.

 

These kits, assemblies, and fixtures are by design, to be installed by lighting professionals, and registered electricians, exclusively.

 

These kits, assemblies, and fixtures ARE NOT designed to be installed by inexperienced employees, unlicensed subcontractors, or those under age 21 years.

 

 These kits, assemblies, and fixtures must be installed using rigorous controls, complying to the safety regulations set forth by the EPA (Environmental Protection Agencies)…both State and Federal Jurisdiction, applicable National Electrical Codes, and the OSHA safety sections, pertaining to installation or disposal of lighting products, in the geographical locations in which they will be operated.

 

Mandated Rules are in place that apply to new and retrofit electrical installations and include, but are not limited to, OSHA Lock Out / Tag Out Guidelines, EPA Lighting Disposal Guidelines, and all applicable NECA Codes, including Local, State, and Federal Jurisdictions.

 

GLK provided kits, assemblies, and fixtures are not toys and must be installed by professionals only. All installers must thoroughly acquaint themselves with Local, Federal, and State Guidelines as well as OSHA and EPA Rules, before attempting any Commercial or Industrial Lighting Installations.

 

HIGH VOLTAGE ELECTRICAL CIRCUITS CAN BURN, MAIM, OR KILL ANY PERSON NOT TRAINED IN PROPER INSTALLATION. ALL PERSONS COMING IN CONTACT WITH COMMERCIAL AND / OR INDUSTRIAL WIRING MUST WEAR ALL MANDATED SAFETY EQUIPMENT, AND FOLLOW ALL OSHA MANDATED SAFETY REGULATIONS, AND MUST EMPLOY ALL NECESSARY SAFETY PERCAUTIONS, AT ALL TIMES.

 

Installation may require the use of ladders or lifts. GLK makes no claim as to the safe use of ladders or lifts, and is not responsible for any failures, or injuries, including death, suffered by installers or tradesmen using such devices. In addition, installers may require the use of certain hand tools, circuit testers, and light level devices. GLK makes no claim concerning the efficacy or safe use of these tools or test devices, and will not be responsible for any injuries, failures, deaths, or losses caused by their use. GLK directly, through this disclaimer, relieves itself, as well as its management, and its shareholders of all liability associated with the installation or operation of any kits, assemblies, or fixtures, it supplies.

 

Trained lighting professionals and Electrician / installers of any equipment sold or distributed by GLK agree to hold harmless GLK from claims of any type arising from the improper installation, use or failure of said equipment, arising from improper operation of said equipment, kits or assemblies, as well as any and all accidents that may arise from the installation or use of said kits, assemblies, or fixtures. Untrained personnel are unilaterally included in this exclusion as well, and must not access this equipment, nor its installation(s).

 

GLK makes no warranty of merchantability nor any claims as to use of said kits in any specific manufacturer’s light fixture or light fixture style. Installation of kits sold or distributed by GLK must follow all standard written practices in the amended NECA Code (2011 and later) for installation of light fixture and ancillary equipment, including but not limited to, proper grounding, full elimination of any faulty supply wiring to the fixture, or fixtures, and all safety related and issues under OSHA Mandates. In addition the installer must understand and follow any written guidelines provided with any kit, assembly, or fixture, and cannot vary from these codes, regulations, or guidelines, before or after any installation. Any failure to follow these listed procedures voids all warranty provisions of any and all GLK provided kits, products, assemblies, and / or fixtures provided.

 

4. Limitation on Use
Buyer hereby acknowledges that Products are not intended for use in life support systems, critical care applications, human implantation, commercial aviation, nuclear facilities or systems or any other applications where product failure could lead to injury to persons or loss of life or catastrophic property damage.  GLK hereby disclaims any liability or responsibility for risk of loss, expenses, cost, liability, litigation or potential adverse verdict in relation to any such use of the products, it may provide.

 

5. Limited License
The information and databases provided to you via certain GLK e-commerce or informational web sites is licensed to you by GLK for your use only in the ordinary course of your business, and for your review, selection and purchase of products from GLK. This license is non-exclusive, non-transferable, and may be terminated by GLK under the terms of a Dealer Agreement signed by both buyer and seller (GLK).

 

6. Limitation of Liability
Except as specifically stated herein, neither GLK nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any GLK web site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, or loss of or damage to property.  

 

IN NO EVENT SHALL GLK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO BUYER’S USE OF ANY GLK WEB SITE, PRODUCTS, OR SERVICES, OR GLK’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT(S) SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, PERSONAL INJURY, THE NEGLIGENCE OF GLK OR OTHERWISE.  GLK’S LIABILITY SHALL BE LIMITED SOLELY TO THE REPAIR, REPLACEMENT OR CREDIT OF THE PRODUCT(S), AT GLK’S SOLE OPTION, AND SUBJECT TO GLK’S EXCLUSIVE REVIEW, OF ANY PROPOSED REMEDY OR TIME FRAME.

 

7. Indemnity
You agree to defend, indemnify and hold GLK and its affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or in any way relating to, your use of any GLK web site or any Product acquired from GLK.

 

8. Modification
These Terms and Conditions, along with (a) the terms and conditions on any GLK invoice, (b) the terms and conditions of the GLK Dealer Agreement or Equipment lease, and (c) the terms and conditions of any other agreement signed by authorized representatives of both Buyer and Seller, sets forth the entire agreement and understanding of the parties relating to the subject matter herein.  In the event of a conflict between these various terms and conditions, any signed agreement between the parties, as well as the terms and conditions on any GLK Invoice, the terms of any Dealer Agreement, or the terms and conditions in any GLK equipment lease, shall take precedence.  Any terms and conditions on Buyer’s purchase order, not expressly confirmed in writing, or any other document not confirmed and signed by GLK shall have no force, nor effect.

 

It is the intention of the parties that these Terms and Conditions shall be enforceable to the fullest possible extent, regardless of any partial invalidity or unenforceability, and that no failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. The rights and obligations of the Buyer may not be assigned to others  without the prior written consent of Seller. GLK may modify the information and functionality of any GLK web site at any time. GLK reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms and Conditions at any time, and you agree to be bound by such modifications, alterations or updates.  Any modifications, alterations or updates to these Terms and Conditions will be available to you on GLK’S website, and you agree to regularly check GLK’S website for new versions of these Terms and Conditions. 

 

9. Governing Law
This Agreement will be governed by the laws of the State of Ohio, USA, excluding the application of its conflicts of law rules. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  Buyer agrees to pay court costs and reasonable legal fees incurred in the collection of any unpaid balances, whether or not suit is filed.

 

BY ACCESSING ANY GREEN LIGHT KITS LLC, WEB SITE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.