These Terms and Conditions of Sale apply to any and all products or services of Illumicraft Corporation. (collectively, “Illumicraft”), unless otherwise specifically agreed to in writing by Illumicraft Corporation. It is understood that both Canlet Lighting and Pace Illumination are brands of Illumicraft Corporation with the same terms of sale applying to both brands.

PAYMENT TERMS:

Purchaser agrees to pay the prices quoted by Illumicraft and is responsible for applicable shipping and handling charges, taxes and duties as provided below. Payment terms for sales by Canlet Lighting or Pace Illumination products are available at www.canlet.com and www.paceillumination.com under Terms and Conditions of Sale­U.S. Sales-Payment Terms.

Invoices for services shall be due and payable within (30) days after the date of the invoice. In addition to all other rights and remedies available under these Terms and Conditions of Sale and under applicable law, Illumicraft may, in its sole discretion, withhold services until such time as purchaser’s account is paid in full or immediately terminate the provision of services without further liability to purchaser.

If purchaser does not pay any invoice, in whole or in part, when due, Illumicraft shall assess a finance charge on any past due balance at the maximum legal rate permitted on open accounts. If any amount due Illumicraft is collected by or through an attorney, Illumicraft shall be entitled to recover all costs of collection, including attorney’s fees equal to 15% of the total principal and interest owed.

PRICES:

All prices are those in effect at the time of quotation and are subject to change without notice. Unless prices are quoted as “firm,” Illumicraft reserves the right to invoice at the prices in effect on the date of shipment. Illumicraft reserves the right to require minimum order amounts. Prices do not include lamps unless specified.

FREIGHT ALLOWANCE:

Any orders that qualify for a freight allowance will be shipped

F.O.B. Origin, freight prepaid and allowed or as otherwise agreed to in writing by Illumicraft.. Any orders that do not qualify for a freight allowance will be shipped F.O.B. Origin, freight prepaid and add. For all orders that qualify for freight allowance, Illumicraft reserves the right to select the carrier and method of shipment and to route shipments at Illumicraft’s discretion. Illumicraft will ship in the manner selected by purchaser provided purchaser assumes any additional transportation costs. See www.canlet.com and www.paceillumination.com under Terms and Conditions of Sale­

U.S. Sales-Freight Allowance for specific freight requirements. If purchaser requests Illumicraft to delay shipping all or any portion of an order beyond its scheduled shipment date, Illumicraft may impose a service charge of $22 per pallet per day.

TAXES:

Prices exclude all taxes. Purchaser has responsibility for paying and reporting all applicable taxes levied or based on account of the purchase price or the acquisition, ownership, license or use of the products or services.

TRANSPORTATION CLAIMS:

Title and risk of loss passes to purchaser upon delivery of products by Illumicraft to the carrier. Therefore, claims for damages or shortages in transit are the responsibility of purchaser. Bills of Lading marked with “Shippers Load and Count” do not constitute a transfer of liability for the freight or damages from purchaser to Illumicraft.

PACKAGING:

Illumicraft reserves the right to optimize packaging at its discretion. Some products may only be available in bulk package multiples or case quantities.

SERVICE AREA LIMITATION:

Illumicraft reserves the right to refuse to make quotations, accept orders or make shipments to points of destination outside of the regular or assigned selling and service area of the applicable Illumicraft distributor.

RETURN OF STOCK MERCHANDISE:

No merchandise may be returned without prior written authorization from Illumicraft. Requests to return merchandise must be made within thirty days (30) from date of shipment by Illumicraft. All returns must be shipped prepaid to the location designated on the return authorization. Credit will be issued based on the original invoice price, or price in effect at time of return, whichever is lower, less a minimum disposition charge of 35% (to defray the cost of handling). All returned product must be in salable condition in order to qualify for credit. Return authorization will not be granted when the value of all items to be returned is less than $300.

NON-RETURNABLE MERCHANDISE:

The following products are not returnable: all non-stock, special, custom made or modified products; all stock products containing time-sensitive components that have reached the end of their warranty or shelf life; clearance and limited-availability products.

CANCELLATIONS:

Orders for stock products may be cancelled prior to shipment without charge. Cancellation of any order for non-stock products will incur charges for work already performed and for special material purchased by Illumicraft. Cancellation of any product order after shipment will be subject to the return provisions of these Terms and Conditions of Sale.

LIMITED WARRANTY:

Statements of the limited warranties provided by Illumicraft for Illumicraft products, services and service offerings are available under Product Warranties found on www.canlet.com and www.paceillumination.com

LIMITATION OF LIABILITY:

The total liability of Illumicraft on 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, Illumicraft sale, delivery, resale, repair, or replacement of any products, shall in no event exceed the purchase price allocable to the specific product or service which gives rise to the claim, and any and all such liability shall terminate upon the expiration of the applicable warranty period.

Illumicraft shall not be liable for damages that result from the delivery of products or the performance of services that do not occur within purchaser’s specified time frame or for any delay or default in delivering products or performing services where occasioned by any cause beyond the control of Illumicraft, including without limitation embargoes; shortages of labor, raw materials, or fuel; fires; floods; accidents; acts of war; or other similar causes.

IN NO EVENT SHALL ILLUMICRAFT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE SALE OR PERFORMANCE OF ANY PRODUCTS, OR ANY BREACH OF WARRANTY OR OBLIGATIONS UNDER WARRANTY, 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, INTEREST CHARGES OR COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, SYSTEMS OR SERVICES, DOWNTIME COSTS, LOSS OR CORRUPTION OF DATA, LOSS OF USE OF PROPERTY OR EQUIPMENT, OR ANY INCONVENIENCE.

INTELLECTUAL PROPERTY:

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trademarks, trade names, and logos, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product and other materials that are delivered to purchaser or prepared by or on behalf of Illumicraft in the course of providing the products (the “Deliverables”), including any related software that may be already installed in or included with the products, services or service offerings (the “Software”), shall be owned by Illumicraft. Purchaser does not acquire any right, title or interest in the Deliverables except the limited and temporary right to use them as necessary solely in connection with purchaser’s use of the applicable products, services or service offerings. No

Software is sold, and all Software is protected by international intellectual property laws and treaties. Such Software may be subject to additional terms and conditions that may become applicable when the end user installs or accepts the Software or part of a written agreement between Illumicraft and the end user. Neither the products nor the Deliverables may be loaned or rented, nor may access be provided to the Software, for a fee or otherwise, to any third party. The Software may be permanently transferred, but only as part of a sale or transfer of the products, provided that no copies are retained, all Software is transferred, and such sale is subject to the applicable terms of these Terms and Conditions of Sale. No product, Deliverables or Software shall be duplicated, reverse engineered, or decompiled by anyone other than Illumicraft except and only to the extent this restriction is prohibited by law. Purchaser may become aware of trade secrets, know-how and other information of Illumicraft, within the Deliverables or in connection with the delivery by Illumicraft of the products, services or service offerings, that would reasonably be understood to be confidential under the circumstances (“Confidential Information”). Purchaser (i) must use the same care and discretion as it employs with its own confidential and proprietary information (but in no event less than reasonable care and discretion) to maintain in confidence, and prevent disclosures of, the Confidential Information, and (ii) must not use the Confidential Information except in connection with its use of the applicable products, services or service offerings.

CHOICE OF LAW; CONSENT TO JURISDICTION:

These Terms and Conditions of Sale shall be construed and enforced in accordance with the substantive laws of the State of Illinois, County of Cook, USA, without regard to such state’s laws related to choice of law. Any State or Federal Court in Cook County, Illinois shall have jurisdiction for the purpose of any suit or other proceeding arising out of the transactions under these Terms and Conditions of Sale.

GENERAL:

Purchaser may not assign the right to receive services hereunder, whether by operation of law or otherwise, without the prior written consent of an authorized representative of Illumicraft, not to be unreasonably withheld. Purchaser acknowledges that Illumicraft may use subcontractors to perform the services or provide components. Unless otherwise specifically agreed in writing by an authorized representative of Illumicraft, any different or additional terms and conditions proposed by any purchaser in a purchase order, response to a quotation or other proposal, are hereby rejected by Illumicraft and shall not be incorporated into any order or other agreement for the sale of Ilumicraft products. Purchaser’s assent to these Terms and Conditions of Sale, along with any Illumicraft policies concerning the sale and/or resale of the products

which are expressly incorporated by reference, shall be conclusively presumed from purchaser’s acceptance of all or part of any products. If an authorized representative of Illumicraft has acknowledged purchaser’s order or proposal, and such acknowledgement is found to constitute an acceptance of an offer, such acceptance is expressly made conditional on purchaser’s assent solely to these Terms and Conditions of Sale which shall form part of the acknowledgement, and acceptance or authorized resale by purchaser of any products or services shall be deemed to constitute such assent. If any quotation or other document of Illumicraft is deemed to constitute an offer to purchaser, purchaser’s acceptance of such offer is limited to these Terms and Conditions of Sale.These Terms and Conditions of Sale, together with the warranty statements by Illumicraft under LIMITED WARRANTY above constitute the entire sales agreement between Illumicraft and purchaser, unless they are made part of a written agreement between Illumicraft and purchaser. No custom, practice, or course of prior dealings between the parties and no usage of trade shall modify or otherwise affect these Terms and Conditions of Sale. Illumicraft objects to and rejects any terms between purchaser and any other party, and no such terms, including but not limited to any government regulations or “flowdown” terms, shall be a part of or incorporated into any order from purchaser to Illumicraft, unless agreed to in writing by an authorized representative of Illumicraft. These Terms and Conditions of Sale supersede all those published or issued previously by Illumicraft. All orders are subject to final acceptance by Illumicraft and credit approval. Any design, submittal or layout provided by Illumicraft is subject to the disclaimer set forth on the design, submittal or layout. Illumicraft will not accept orders that require purchaser-furnished components, unless agreed to in writing by an authorized representative of Illumicraft. Illumicraft price sheets are not offers to sell and possession of a price sheet does not entitle one to purchase. Illumicraft shall not be bound to sell any products or provide any services unless it shall (in its sole discretion) accept submitted purchase orders.

 

Illumicraft reserves the right to change these Terms and Conditions of Sale at any time without notice.

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© 2020 Illumicraft Corporation all rights reserved. Terms and Condition of Sale Illumicraft Corporation 1 December 2020