Zaniboni Lighting

ZANIBONI LIGHTING TERMS & CONDITIONS

These terms and conditions apply in respect to the supply of architectural lighting products and other goods by us to you as set out in the associated quotation or order confirmation. These terms and conditions together with the quote and/or order confirmation, constitute the entire agreement between us, except to the extent that they are varied by mutual consent in writing.

WARRANTY POLICY
5-Year Limited Warranty

Warranty Policy & Limitation of Liability

Seller warrants to each original Buyer of Products that Products are, at the time of invoice to the Buyer, in good working order and conform to Seller's official published specifications.

Should any ZANIBONI LIGHTING fixture or lighting component fail during normal use during the first five years from the original date of shipment, regardless of the date of installation or first use, ZANIBONI LIGHTING will repair or replace the component free of charge (certain exclusions apply).

The warranty shall be excluded as follows:

  1. Any product that is not provided for inspection upon our request;
  2. All disposable, one-time use products including fuses, bulbs and lamps;
  3. Any product that has not been properly maintained;
  4. Any product that has been modified by the user or dealer, received unauthorized repair, disassembled, or any other changes to the product that created the alleged defect;
  5. Any product that has exceeded the rated capacity specified on the fixture;
  6. Any LED of a product that has been installed or in use with drivers not supplied by Zaniboni Lighting.
  7. Any product that is used in an application for which it is not intended, such as the use of an interior fixture in an exterior location;
  8. Any product that has been improperly installed, installed in a faulty application, altered in any way or tampered with;
  9. Any product that was not used under normal operating conditions or in accordance with labels or instructions;
  10. Any product that has abrasion and/or corrosion;
  11. Any product that has been damaged by an act of God such as lightning, flood, earthquake, war, vandalism, theft, normal-use wear and tear, terrorism, strikes, and labor stoppages.

In no event shall ZANIBONI LIGHTING or any affiliate of ZANIBONI LIGHTING be liable for direct, indirect, special, incidental, consequential, or multiple damages arising out of the use of the product, regardless of the legal theory on which such claim is based, for loss of profits, savings, capital, revenue, use of equipment, by reason of plant shutdown, non-operation or increased expense of operation, cost of money, for transportation, for installation or for any other economic or consequential loss or damage, whether arising under contract, tort (including negligence), strict product liability, breach of warranty, breach of contract or otherwise. ZANIBONI LIGHTING's maximum and sole liability, and the exclusive remedy of the customer arising out of the supply or use of a product, shall not exceed the purchase order price allocable to such products which gives rise to the claim.

ZANIBONI LIGHTING's liability to repair or replace a damaged item shall be limited to the original purchaser of the item at the original invoice price of the defective unit and dealer charge backs mandated by state law. ZANIBONI LIGHTING will not credit Customers for freight charges or unauthorized dealer or Customers mark-up fees.

ZANIBONI LIGHTING is under NO obligation to accept RMA's for wrongly ordered products. ZANIBONI LIGHTING MAY consider exceptions based on individual situations. Products beyond thirty (30) days in age are not eligible for consideration. Restocking fees will apply.

The determination of whether the Product is defective shall be made by Seller in its sole discretion with consideration given to the overall performance of the Product. A Product shall not be considered defective solely as a result of the failure of individual LED components to emit light if the number of inoperable components is less than 10% of the total number of LED components in the Product.

Seller, at its sole option, "may" or "will" repair or replace products exhibiting the defective finish if it exhibits cracking, peeling, excessive fading or corrosion defects during the warranty period. During the warranty period some fading, staining or chalking may occur. This is normal aging for the finish used, is not a manufacturing defect, and is not covered by our warranty.

No agent, distributor or dealer is authorized to change, modify or extend the terms of the warranty on behalf of Seller.

With respect to products sold to the Purchaser by Seller, but not bearing the Seller name or sub-brands, Seller makes no warranty of any kind, express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose, but will make available to the Purchaser upon request, but only to the extent permitted by law and relevant contracts, the warranties of the manufacturer of the relevant product.

The warranty period is based on a burning behaviour of max. 4000 hours/year. In case of more than 4000 hours/year, the warranty period will be adjusted pro-rata.

Repair & Replacements

ZANIBONI LIGHTING warrants, to the original consumer, that the product will be free of defects in design, materials and/or workmanship under normal operating conditions for five years from the original date of shipment, regardless of the date of installation or first use. Any claim under this warranty shall be deemed waived unless ZANIBONI LIGHTING is notified within thirty (30) days of the discovery of the defect and, if necessary, the goods are returned to ZANIBONI LIGHTING. ZANIBONI LIGHTING must be contacted and an RMA issued for any warranty claims. Products returned without a documented RMA will not be accepted. All Warranty Claim products must be returned within thirty (30) days of issue of RMA. ZANIBONI LIGHTING's obligation under this warranty shall be LIMITED, at its option, to the modification, repair or replacement of the goods by ZANIBONI LIGHTING.

Bulbs, including halogen, incandescent, xenon, are excluded from the warranty.

Any replacement parts furnished at no cost to the customer in fulfillment of this warranty are warranted only for the un-expired portion of the original warranty. Any services or repair outside the scope of this limited warranty shall be at ZANIBONI LIGHTING' rates and terms then in effect.

Where warranties are made for specific products, the terms of those warranties shall apply. Therefore, warranty for custom products may be identified in separate Terms and Conditions of Purchase.

Replacement is available for Customers requiring replacement of standard product prior to the arrival and credit approval of warranty return product at ZANIBONI LIGHTING facility. At the request of the Original Purchaser, a new unit will be shipped to the Customer by surface/ground freight unless otherwise specified. The shipment will be invoiced as a normal order. Any credit for product charges will not be assessed until the product(s) in question are received and inspected and a warranty disposition has been determined. If the Warranty Claim is deemed valid and the product is repairable, it will be returned to the customer as per ZANIBONI LIGHTING's Warranty Policy, and credit will not be assessed for the returned product.

The cost of labor for removing a Product and for installing a repaired or replacement Product shall be borne by Buyer.

Replacement parts provided under the terms of this warranty are warranted for the remainder of the warranty period of the Products in which they are installed to the same extent as if such parts were original components. Warranty services provided under these terms and conditions do not assure uninterrupted operations of Products; Seller shall not be liable for damages caused by any delays involving warranty service.

If Seller chooses to replace the Product and is not able to do so because it has been discontinued or is not available, Seller may refund the purchaser or replace the product with a comparable product (that can show small deviations in design and product specification).

ZANIBONI LIGHTING is not responsible for damages outside our control including, but not limited to, physical damage, modifications to the product, or improper packaging.

Care and Maintenance of ZANIBONI LIGHTING Products

ALTHOUGH EVERY PRECAUTION HAS BEEN TAKEN IN THE MANUFACTURING OF THIS FIXTURE, WE RECOMMEND THAT YOU INSPECT YOUR PRODUCT FOR DEFECTS PRIOR TO INSTALLATION. A FIXTURE SHOULD BE INSTALLED AND WIRED IN ACCORDANCE WITH THE NATIONAL FIRE PROTECTION ASSOCIATION AND STANDARDS SET FORTH BY THE AMERICAN BOAT AND YACHT COUNCIL, PREFERABLY BY A PROFESSIONAL ELECTRICIAN.

INSTALLATION LOCATIONS MUST BE FREE OF EXISTING CABLES AND OBSTRUCTIONS. PROPER CLEARANCE AT THE REAR OF THE FIXTURE IS ESSENTIAL FOR EFFECTIVE HEAT DISSIPATION. DO NOT INSTALL THE FIXTURE WHERE IT WILL COME IN CONTACT WITH FLAMMABLE OBJECTS. ALL ELECTRICAL CONNECTIONS MUST BE SECURED.

IT IS ESSENTIAL THAT THE PROPER VOLTAGE, WATTAGE, AND POLARITY BE OBSERVED IN ORDER TO AVOID POSSIBLE INJURY OR DAMAGE.

LAMP (BULB) CONTACT CONFIGURATION MUST BE CORRECT. HANDLE ALL LAMPS WITH GREAT CARE. NEVER TOUCH HALOGEN LAMPS WITH BARE HANDS. DIRECT CONTACT WITH YOUR SKIN WILL DAMAGE OR DECREASE THE LIFE OF THE BULB.

SWITCHES ARE A POTENTIAL IGNITION SOURCE. DO NOT INSTALL A "SELFSWITCHED" FIXTURE IN AN AREA REQUIRING IGNITION PROTECTION UNLESS IT IS CLEARLY MARKED AND IDENTIFIED AS IGNITION PROTECTION COMPLIANT.

POTENTIAL RADIO FREQUENCY INTERFERENCE (RFI) CAN BE EXPECTED WITH ANY FIXTURE CONTAINING ELECTRONIC BALLAST. IF CERTAIN ELECTRONIC NAVIGATION OR COMMUNICATION EQUIPMENT EXPERIENCE INTERFERENCE, DISCONTINUE THE USE OF THE LIGHT FIXTURE.

TO REMOVE SMUDGES, FINGERPRINTS AND DUST, RUB SURFACES GENTLY WITH A CLEAN SOFT CLOTH. TO ELIMINATE ACCUMULATED SALT SPRAY, CLEAN WITH SOFT CLOTH AND FRESH WATER.DO NOT USE CHEMICAL CLEANING AGENTS SUCH AS WINDOW CLEANERS OR POLISHING SPRAYS ON THE FIXTURE'S FINISH. THEY MAY DISSOLVE THE CLEAR-COAT FINISH AND TARNISHING WILL COMMENCE. THIS MAY VOID THE WARRANTY.

IF YOU ARE UNCERTAIN ABOUT A FIXTURE OR EXPERIENCE DIFFICULTY, PLEASE CONTACT ZANIBONI LIGHTING'S TECHNICAL DEPARTMENT FOR ASSISTANCE.

Inspection

ZANIBONI LIGHTING reserves the right to review the damaged product and the site where the damage occurred. ZANIBONI LIGHTING may require the customer to ship the product to ZANIBONI LIGHTING for inspection. The damaged item must remain available for inspection until the claim is finalized. In the event ZANIBONI LIGHTING requests to inspect the product, it agrees to dispatch its findings pertaining to the alleged defective product within 45 days of receiving the product. Whenever claims are settled, ZANIBONI LIGHTING reserves the right to be subrogated under any existing insurance policies the consumer may have.

Freight and Shipment under Warranty

The Customer prepays all inbound and outbound freight charges for out-of-warranty repairs and no-trouble-found (NTF) products. ZANIBONI LIGHTING is not responsible for damage during shipment.

ZANIBONI LIGHTING will pay for surface/ground return freight only for warranty repairs. Overnight or other special requirements for expedited shipment will be at the Customer's expense. ZANIBONI LIGHTING is not responsible for inbound shipment charges.

Special prepayment arrangements may be made if drop-shipment to third parties or end user(s) is necessary.

If the Customer's returns / repair shipment to ZANIBONI LIGHTING is received in damaged condition, ZANIBONI LIGHTING will notify the customer. The Customer will need to notify the carrier immediately to initiate a claims inspection. ZANIBONI LIGHTING will provide assistance, as necessary, to process the freight claim.

Exclusive remedy

This Warranty contains the sole warranty of ZANIBONI LIGHTING with respect to the product and is given in lieu of all other warranties. There are no other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose and any implied warranties that cannot be waived and/or excluded are hereby limited in duration to the terms of this Warranty.

Limitation Period for Bringing Action

No action may be commenced to enforce this contract or for any breach hereof, or for any defect or deficiency of the goods to be delivered hereunder, whether on warranty, contract, negligence, or strict products liability, unless such action is brought within twelve (12) months after accrual of such cause of action.

Indemnification

Customer shall defend, indemnify and hold harmless ZANIBONI LIGHTING and its agents from any claims, damages or expenses including attorneys fees, arising or alleged to arise from any asserted deficiencies or defects in the products caused by any alteration thereof with or without ZANIBONI LIGHTING 's consent made by the Customer, the improper handling, storage or installation by the Customer.

If ZANIBONI LIGHTING makes a product to Customer's specifications, or if ZANIBONI LIGHTING's product has been modified or altered in any way by any party other than ZANIBONI LIGHTING after shipment, or if any party other than ZANIBONI LIGHTING has misused, misapplied, damaged or been guilty of negligence in relation to a product, customer agrees to hold ZANIBONI LIGHTING harmless and indemnify it against any loss, cost, damage or liability paid or incurred by ZANIBONI LIGHTING: (a) from any and all third party claims; or (b) resulting form any recall, inspection, testing replacement, or corrosion of any product; or (c) resulting from the violation of any law, regulation, rule, order, or restriction of any governmental authority resulting from or incident to the sale of a product to the customer; or (d) resulting from any actual or allege infringement of any patent, copyright or similar common or civil law right of third party resulting from sales of a product to customer; and any costs of defense, attorney's fees, inspector's fees and/or costs of testing incident to any of the foregoing.

FREIGHT AND SHIPMENT DAMAGE
AND MISSING ITEMS

If the customer receives the original product in damaged condition, or if any items are missing, ZANIBONI LIGHTING must be notified within five (5) business days from delivery. If shipment was billed to ZANIBONI LIGHTING , customer agrees to provide ZANIBONI LIGHTING with any requested documentation, photographs, etc. to expedite any damaged shipment claims initiated by ZANIBONI LIGHTING. Notifications of damage after five (5) business days from date of shipment receipt will not be honored.

If the original freight charges were paid in advance by freight collect or other means, notify the carrier immediately to initiate a claims inspection. ZANIBONI LIGHTING will provide assistance, as necessary, to process the freight claim.

TERMS OF SALE

Expiration of Quotation and Acceptance

Any quotation by ZANIBONI LIGHTING will be held open for acceptance for a period of thirty (30) days from the date of the quotation unless ZANIBONI LIGHTING withdraw it earlier; however, ZANIBONI LIGHTING reserves the right to correct clerical and typographical errors, including price and quantity numbers, within fifteen (15) days after acceptance of an order based on the quotation.

An order is subject to the ZANIBONI LIGHTING's terms and conditions. Terms stated by the customer in any other communication, prior or subsequent hereto, shall NOT be binding on ZANIBONI LIGHTING if different from or in addition to any of the provisions hereof or the quotation, unless expressly agreed to in writing by ZANIBONI LIGHTING. Acceptance by the customer of an order, orally or in writing, or of any goods provided hereunder or payment therefore, shall constitute acceptance of these terms and conditions.

Prices, Taxes and Payment

Payment is due on or before date of shipment unless payment terms have been agreed upon prior to shipment. All CUSTOM orders, orders for products not considered STANDARD, must be pre-paid in full at the time of order. In general, if payment terms are extended, the payment terms will be NET 30 DAYS unless agreed upon otherwise, in writing.

Prices will be those in effect on order date. The customer will pay the price for the products set out in the Quote unless 1.) Changes to the specification of the products increase the cost to ZANIBONI LIGHTING in providing them or 2.) The cost to ZANIBONI LIGHTING in providing the products increases above 5%, in which cases ZANIBONI LIGHTING has the right to increase the price proportionately.

The amount of any present or future duties, taxes or other charges imposed on any transaction between Customer and ZANIBONI LIGHTING shall be added to the prices quoted or invoiced and shall be paid by the customer, except those already charged on the face hereof. In cases of sales tax exemption, Customer shall provide ZANIBONI LIGHTING with a tax exemption certificate acceptable to the authorities imposing the same. Customer agrees to pay for products and any shipping or other charges in full on the terms set forth in ZANIBONI LIGHTING 's invoice or other documents. In addition to all other remedies, under applicable law, ZANIBONI LIGHTING, in the event of Customer's default to fulfill the terms of payment, or if it has any doubt at any time as to the customer's financial responsibility, may either decline to make further deliveries except upon receipt of cash or other satisfactory security, or may terminate the entire agreement. The Customer shall reimburse ZANIBONI LIGHTING for all costs of collection incurred in collecting any past due sums, including, without limitation, attorney's fees. Title in any products supplied by ZANIBONI LIGHTING to the Customer shall not pass to the

Customer until ZANIBONI LIGHTING has received all sums due. ZANIBONI LIGHTING reserves the right to enter the Customer premises to recover any products supplied if payment is not made on the due date.

ZANIBONI LIGHTING shall have the right to charge interest on overdue balances at a rate of 1½% of the balance due or $5.00 per month, whichever amount is greater.

Purchase Orders on Hold

An order may be placed on a hold basis when ZANIBONI LIGHTING received a purchase order and payment. Prices are firm for ninety (90) calendar days from the date of order acceptance. All hold orders not released for shipment within ninety (90) days from the date of order acceptable will be subject to a 5% storage fee every 30 days it remains at our warehouse on hold. ( Please note: The storage fee is payable each month, the storage fee is charged on a month-by-month basis. )

A hold order is an order in which stock has been allocated for a future ship date and production has been started. Special components not normally stocked will not be procured until a firm release date has been established.

From the time a hold order is released for shipping, it may take ten (10) to fifteen (15) days to ship out of the warehouse.

Warranty Policy & Limitation of Liability

Warranty on our products begins on shipment date, once they leave our warehouse

Hold for Release

A hold-for-release is a Purchase Order received by ZANIBONI LIGHTING, but not approved for production. ZANIBONI LIGHTING won't begin production or give a delivery date until the order is released. Delivery dates for a hold-for-release order begin the date the order has been released.

Delay in Receipt/Storage

Client agrees to receive products when available and agrees to provide required payment and shipping information for delivery. Should situations arise that delay the clients ability to receive products as of the agreed upon date, ZANIBONI LIGHTING shall have the right to charge holding/storage fees at a rate of 5% of the balance due per month or partial month

Shipment and Risk of Loss

Unless different terms are stated by ZANIBONI LIGHTING, all prices are FOB (Free On Board) ZANIBONI LIGHTING's facility. Method and route of shipment will be at ZANIBONI LIGHTING's discretion unless the customer supplies instructions otherwise. ZANIBONI LIGHTING reserves the right to make delivery in installments, and all installments invoiced shall be paid for when due per invoice, without regard to the date of subsequent deliveries. The customer shall therefore accept partial delivery of any order and any defect related to said partial delivery or failure to make any subsequent partial delivery shall be severable and not constitute a breach of the entire agreement.

Risk of loss or damage to the Products shall pass according to the applicable shipping term.

All claims for loss, damage or delay against the carrier must be made by the customer.

Rejection of Non-Conforming products

The Customer will be deemed to have inspected and accepted the Goods five (5) days after the actual delivery date. The Customer's right to reject the products deemed non-conforming will be lost five (5) days after the actual delivery date or if the Customer alters, damages or uses the products in any manner inconsistent with the rights of ZANIBONI LIGHTING. If the Customer chooses to reject the Goods within five (5) days after of the actual delivery date, it must notify ZANIBONI LIGHTING immediately by fax or in writing and ZANIBONI LIGHTING will have the right to repair or replace the products within a reasonable time. The notification shall identify each alleged non-conforming of the products and describe that portion of the shipment being rejected. If the Customer shall fail to give such notice the products shall be deemed to conform to the terms hereof in all respects and the customer shall be bound to accept and pay for the products in accordance with these terms.

Except in respect of death or personal injury ZANIBONI LIGHTING's entire liability in respect to the agreement between ZANIBONI LIGHTING and the customer shall not exceed the amount of the product price payable by the customer under the terms of the Contract. In such cases, ZANIBONI LIGHTING shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of the agreement for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of the Contract, which arise out of or in connection with the provision of the Goods by ZANIBONI LIGHTING to the Customer.

Delays and Damages

ZANIBONI LIGHTING shall attempt to make deliveries in accordance with its quotation or production order, but if for any reason ZANIBONI LIGHTING fails to make such deliveries or to make them within the time stated, or cancels any order, ZANIBONI LIGHTING shall not be liable for any loss or damage resulting from any such failure or delay in delivery, or from any such cancellation or for loss of use or loss of profits, or for any other consequential, incidental or special damages on account of delay in delivery.

Cancellation or Modification

Any standard product order accepted by ZANIBONI LIGHTING may be cancelled by the Customer within 48 hours with written approval of ZANIBONI LIGHTING. Any cancellations made to a standard product order after 48 hours will incur a 25% cancellation fee. Payment for the cancellation fee must be received in order to process the cancellation request.

If ZANIBONI LIGHTING is ten (1O) business days late in shipping out a standard product line (not Custom or Special order), the customer may cancel with no penalties. Order cancellations after shipment are only considered within 30 days of ship date. All cancellations after shipment must be approved before returning and an RMA must be created, otherwise the return will be rejected. Approved post-shipment order cancellations will incur a 25% cancellation fee and an additional 25% restocking fee. Please note that Quickship orders are not cancelable. Non-Standard product orders, such as custom or special orders specifically designed and/or manufactured for the Customer are not cancelable. Any order accepted by ZANIBONI LIGHTING may be modified by the Customer within 48 hours with written approval from ZANIBONI LIGHTING. Any modifications received after 48 hours will be charged a 5% change order fee.

Offer of Sale

Any purchase order issued in response to this offer to sell is considered to be Customer's acceptance of these Terms and Conditions of Sale. ZANIBONI LIGHTING hereby objects to any additional, different or conflicting terms or conditions set forth in Customer's purchase order. No terms or conditions of Customer's purchase order shall be effective unless expressly accepted by ZANIBONI LIGHTING in writing.

Delay in Performance or Nonperformance

ZANIBONI LIGHTING shall not be in default nor liable for any expense, loss or damage occasioned by a delay in performance due to causes beyond its control, including but not limited to labour disputes, floods, fire, drought, or any other casualty, transportation delays, inability to obtain materials, manufacturing equipment breakdown, war, riot, insurrection, acts of God, restrictions or interference by any government or governmental agency, strike, labour action, or any similar cause.

If no delivery date is part of this agreement, then delivery shall be subject to reasonable production scheduling by ZANIBONI LIGHTING.

Intellectual Property and Ownership of Production Assets

All tangible and intangible property and the like, including without limitation, ideas, strategies, trade secrets, patents, trademarks, service marks, mold dyes, copyrights, inventions, documentation, computer programs, improvements, enhancements, developments, formulations, know-how, processes, methods, concepts, results, discoveries, designs, patterns, devices, diagrams, processes, charts, drawings, data, specifications and like information, (collectively, 'Project Intellectual Property') conceived of, developed, and/or first reduced to practice in the performance of the ZANIBONI LIGHTING's obligations under the Purchase Order, and including the specifications of all Products, will be exclusive property of the ZANIBONI LIGHTING, regardless of the time and place performed and whether arising by the ZANIBONI LIGHTING 's own deed or from the collaboration with others. Customer hereby assigns all rights, title and interests in and to all Project Intellectual Property to ZANIBONI LIGHTING.

All work performed by the ZANIBONI LIGHTING under the Purchase Order including but not limited to all tools, dies, patterns, etc. ('Production Assets') will be at all times the property of ZANIBONI LIGHTING.

Best Efforts

All work performed by ZANIBONI LIGHTING under the Associated Purchase Order is to be Best Efforts.

Governing Law and Forum

Any contract shall be governed by the laws of the State of Florida in the United States of America, notwithstanding any state's choice of law rules to the contrary. The Customer consents and agrees that any action brought to enforce this contract, or for any breach hereof, or for any defect or deficiency of the goods to be delivered hereunder, whether on warranty, contract, negligence, or strict products liability, shall be brought solely in a state or federal court sitting in the State of Florida, and the Customer consents and submits to the jurisdiction of such court.


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