Chelsea Lighting’s Standard Terms and Conditions of Sale

Acceptance:  Chelsea Lighting NYC, LLC’s (“Chelsea Lighting”) bid proposal and acceptance of client’s Purchase Order are subject to these standard terms and conditions of sale, which, by acceptance of our bid proposal, shall be deemed to be part of any Purchase Order, and which shall supercede and govern any inconsistent or conflicting Purchase Order Terms and Conditions.

Cancellation:  Cancellation of a Purchase Order will be subject to a cancellation/restocking fee dependent upon where the job is within Chelsea Lighting’s process and any cancellation/restocking policy of the Manufacturer.

A cancellation fee of 10% will apply if the Purchase Order is cancelled prior to shop drawings provided to Purchaser.   A cancellation fee of 25% will apply if the Purchase Order is cancelled after shop drawings are provided to Purchaser.

Payment: The terms of payment are net 30 unless otherwise specified.  Any open balance remaining unpaid 30 days or more shall be subject to a finance charge, of the lesser of: (a) 24.5% per annum or (b) the highest lawful interest rate chargeable at the time the invoice is issued.  Purchaser agrees to pay all reasonable costs allowed by law, and all expenses incurred by Chelsea Lighting in the enforcement of its rights against the Purchaser, including reasonable attorney’s fees, costs and expenses.  Timely payment to Chelsea Lighting is a material term of any purchase order and if Purchaser fails to make payment within 30 days of invoice, after 30 days prior written notice to Purchaser, and Purchaser’s failure to cure, Chelsea Lighting shall be entitled to terminate the purchase order for cause. In the event of such termination, Purchaser shall be liable for all damages sustained by Chelsea Lighting, including but not limited to non-cancelable purchase orders to manufacturers, restocking charges, goods specially manufactured but not yet delivered to the site, all invoices billed or billable through the date of termination, plus the overhead and profit on the terminated portion of the purchase order.

Retainage: No retainage will be permitted for regular shipments or off-site storage.

Delivery: Quoted lead times for delivery are from the manufacturer and are the manufacturer’s best estimates and are approximate.  Delivery dates are not guaranteed.  Chelsea Lighting shall not be liable for missed delivery dates.

Chelsea Lighting or Manufacturer of the goods shall give notice to Purchaser of shipment and anticipated delivery date.  All goods must be accepted for delivery by Purchaser or Purchaser’s agent at the jobsite or Purchaser designated alternate address within five business days from the delivery notice date.  Goods that cannot be delivered and accepted by Purchaser shall be subject to storage fees and/or restocking charges if returned to manufacturer payable by Purchaser.

Product Guarantee:  Chelsea Lighting, for itself, makes no product guarantees, express or implied.  Chelsea Lighting, for itself, specifically excludes the implied warranty of merchantability and the implied warranty of fitness for a particular purpose. All product guarantees are extended by the manufacturer, which Chelsea Lighting agrees to pass on or have issued to Purchaser. Since the product and ceiling have been selected by others, Chelsea Lighting makes no representation as to suitability of product for job conditions.

Chelsea Lighting will provide shop drawings to Purchaser, as necessary; provided, however, that Purchaser has the obligation to obtain approved shop drawings or waive approval, in a timely manner.  Chelsea Lighting will order goods from the designated manufacturers in accordance with the approved shop drawings or as stated on our quotation if approvals are waived.

Chelsea Lighting will assist the Purchaser in making a claim against the manufacturer in the event that goods are deemed to be defective during the manufacturer’s warranty period.

If it is determined that the goods are unsuitable as a result of Purchaser’s or Owner’s error in selection of product for the applicable job conditions or faulty installation by the Purchaser or its agents, then Purchaser will be responsible for the costs expended by Chelsea Lighting on Purchaser’s behalf.

Inspection:  Inspection of all merchandise received at the job site is the responsibility of the Purchaser. Any imperfections, shortages or damage must be noted on the trucking receipt signed and countersigned. Purchaser must notify Chelsea Lighting within 24 hours of acceptance of defective goods.  Upon timely receipt of documentation, Chelsea Lighting will assist the Purchaser in filing their claim against the manufacturer and/or shipper.

F.O.B Factory: All shipments to be made of F.O.B. factory unless otherwise specified.  Purchaser assumes responsibility for all merchandise upon leaving factory.

Sales Tax: Any sales tax charged by Chelsea Lighting vendors will be invoiced to customer and must be paid.  Customer shall be responsible for any sales tax assessment received by Chelsea Lighting from vendors in relation to purchases made for customer projects.

Back Charges:  Chelsea Lighting shall not be liable for consequential damages, delivery delay, manufacturing defects, damage upon delivery, or defective installation by Purchaser or Purchaser’s agents. No back charges are to be assessed to Chelsea Lighting under this contract unless approved in writing prior to performance of same.  Upon notification in writing of a job difficulty, Chelsea Lighting agrees to provide assistance to Purchaser within 48 hours.

Insurance:   Insurance is the responsibility of the Purchaser.  Inland marine in transit coverage is recommended and can be obtained by Chelsea Lighting for Purchaser at an increased cost upon request.

Hardware: Mounting hardware as normally provided by manufacturer only.

Coordination:  It is the responsibility of the Purchaser to notify Chelsea Lighting in writing as to voltage and ceiling conditions for each item.  Purchaser is on notice that, due to inherent manufacturing processes, ballasts and drivers have an industry standard failure rate on start-up of approximately 3% and that such expected failures do not constitute product defects, but constitute foreseeable waste.  It is Purchaser’s obligation to take into account ballast and driver waste when ordering and order sufficient quantities and to contract with its electrical contractors the installation cost of ballast and driver replacement.

Purchaser to furnish and verify ceiling construction, voltage, quantity, stem lengths, runs and master slave runs, release dates, ship to address and field measurements.

All linear product lengths are nominal.  Run lengths requiring fractional inches will require a requote if not already noted.