Last updated 3/28/23

1. Acceptance. Your purchase order is accepted but acceptance is expressly conditioned upon acceptance by you (the “Buyer”) of the terms and conditions contained herein. The Seller, LVIS (“Low Voltage Integration Supply”) is not bound by, and LVIS expressly rejects any terms on Buyer’s order which attempt to impose any condition in addition to or at variance with LVIS  terms which are included herein unless specifically agreed to by LVIS in writing. LVIS failure to otherwise object to provisions contained in any of Buyer’s forms shall not be deemed an acceptance of any of Buyer’s terms or a waiver of the provision of LVIS terms and conditions which shall constitute the entire, final, and exclusive statement of the Sales Contract between the parties.
2. Entire Agreement. The agreement between LVIS and Buyer (the “Sales Contract”) with respect to the products described in this acknowledgement (“the Products”) shall consist of the terms contained herein together with any additions or revisions of such terms mutually agreed to in writing by LVIS and Buyer. The Sales Contract shall be for the benefit of LVIS and Buyer and not for the benefit of any other person. Prior courses of dealing and verbal agreements not reduced to a writing signed by LVIS to the extent they modify, add to or detract from the terms of the Sales Contract, shall not be binding on LVIS.
3. Modification and Termination. The Sales Contract is binding and may not be modified, terminated, or rescinded except by written agreement between LVIS and Buyer. If all or part of the Sales Contract is terminated by such modification or rescission, Buyer in the absence of contrary written agreement between LVIS and Buyer, shall pay termination charges equal to Seller’s cost as a result of such termination based upon Seller’s reasonable determination according to accepted accounting principles, plus reasonable profit on the entire quantity ordered. Termination charges shall also include any amount LVIS must pay to its suppliers, shippers, or vendors, due to any termination by LVIS of a purchase order for products intended for buyer.
4. Payment. Buyer shall pay the purchase price as follows:
   
   1. Terms. Terms of payment are of the essence. Payments are to be made in United States Dollars unless otherwise agreed and shall be made to Seller at its offices set forth above. Buyer shall pay the Seller for any Products on a net thirty (30) day basis unless otherwise agreed. Any invoice outstanding longer than thirty (30) days shall, AT THE SELLER’S SOLE OPTION, BE SUBJECT TO A FINANCE CHARGE EQUAL TO THE LESSER OF (i) ONE AND 1/2 PERCENT (1.5%) PER MONTH OR ANY PART THEREOF, OR (ii) THE HIGHEST INTEREST RATE ALLOWED UNDER APPLICABLE LAW. If Buyer fails to pay any invoice when due, in addition to any other remedies available under the Sales Contract, Seller may cease further deliveries of Products.
   2. Application of Payments. Payments received by the Seller from the Buyer shall be applied first to any outstanding accrued finance charges, and then to the oldest outstanding invoices, unless otherwise designated or directed by the Seller. Buyer shall have no right to offset any claims it may have against any payments due to Seller.
5. Title and Risk of Loss. With respect to products from locations within the U.S.A. to locations within the U.S.A., price is F.O.B. first point of shipment unless otherwise stated on the front hereof. Title to and risk of loss of the products pass to Buyer upon delivery to carrier. With respect to products shipped from locations within the U.S.A. to locations outside the U.S.A., such products shall be shipped F.O.B. Destination and legal title to, control over and right to possession of the products described in this (invoice) (purchase order) (order confirmation) shall remain LVIS. Accordingly, all risk of damage to or loss or destruction of the products shall be borne by LVIS until shipment by the carrier to the Buyer at the port of entry outside the United States.
6. Insurance and Shipping Cost. Costs for insurance, freight, duties and other costs from the port of exit, shall be borne by LVIS, and shall be reimbursed by the Buyer as part of the purchase price unless otherwise expressly agreed. All charges caused by Buyer’s delay in taking possession of goods at the point of delivery shall be borne by Buyer. Any other shipping terms used shall be for shipping purposes only and shall not change the legal relationship described above requiring that title remain with LVIS until port of entry outside the United States.
7. Taxes. Any tax or other governmental charge upon the production, sale, shipment or use of the products which LVIS is required to pay or collect from Buyer shall be paid by Buyer to LVIS, unless Buyer furnishes LVIS with exemption certificate acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice.
8. Shipping Date. Shipping date is estimated on the basis of immediate receipt by LVIS of Buyer’s purchase order and all information, drawings and approvals to be furnished by Buyer, and the absence of delays, direct or indirect, resulting from or contributed to by circumstance beyond LVIS reasonable control. LVIS will in good faith endeavor to ship by estimated shipping date. LVIS shall have the right to make partial shipments. All changes in specifications or estimated shipping date will be by mutual written agreement of LVIS and Buyer and where such changes affect LVIS time or cost of performance, an equitable adjustment in estimated shipping date or purchase price, or both will be made.
9. Allowances. Unless otherwise specified on the front side hereof, quantities are subject to normal manufacturer’s allowances. Such allowances in the case of wire and cable are plus 10% and minus 10%. The purchase price will equal the unit price multiplied by the quantity shipped.
10. Defects and Change Orders.
    
    1. Defects. Buyer shall inspect the Products, at its sole expense, and notify Seller, in writing, of any claimed defect, shortage or inaccuracy within a reasonable time after delivery of the Products, not to exceed ten business (10) days after delivery. If Buyer fails to timely reject the Products, Buyer shall be deemed to have accepted the Products. Buyer shall prepay all shipping costs for any rejected Products returned to Seller. Return shipments shall be accompanied by a packing slip showing in detail the list of the Products returned. To the extent any claimed defect, shortage, or inaccuracy is determined not to exist upon Seller’s receipt of said Products, the Seller may charge and the Buyer shall promptly pay a restocking fee equal to Seller’s total cost to return the rejected Products to the manufacturer.
    2. Substitutions. If any item subject to the Sales Contract cannot be supplied, Seller may supply similar items of like quality reasonably satisfactory to Buyer. If the parties cannot agree on a substitution, Buyer will be credited for the price of the non-supplied items and the balance of the proposal shall be performed by the parties as if the non-supplied items were not a part of this Sales Contract.
    3. Additions. All orders for additional items, whether oral or written, made subsequent to this Sales Contract shall be subject to the terms and conditions hereof unless otherwise provided in writing and signed by the Seller.
11. Limited Manufacturer’s Warranties in Certain Circumstances.
    
    1. Limited Manufacturer’s Warranties. Certain Products are subject to manufacturer’s limited warranties. To the extent such warranties are assignable to Buyer, Seller hereby assigns said manufacturer’s limited warranties to Buyer upon acceptance by Buyer of the Products.
    2. Products and Services Offered AS-IS. Except for any limited manufacturer’s warranties which are assigned to the Buyer, the Products and any services are provided AS-IS, with no warranties whatsoever by Seller with respect to the Products or services provided by Seller to Buyer.
    3. Sole Remedy. The sole remedy for any breach of any manufacturer’s warranty is against the manufacturer of such items as provided in its applicable warranty. Buyer hereby acknowledges and agrees to release and hold Seller harmless for any and all claims, damages and costs, including reasonable attorneys’ fees, resulting from or relating to a claim for breach of a manufacturer’s warranty brought by Buyer.
    4. No Authorization for Additional Warranties. No agent, employee, or representative of LVIS has any authority to bind LVIS in any representation, affirmation or warranty concerning the products and any such representation, affirmation or warranty shall not be deemed to have become a part of the basis of this Sales Contract and shall be unenforceable.
12. Disclaimer of All Other Warranties. Except for any manufacturer’s warranties assigned to Buyer in writing as provided in Paragraph 11 above, BUYER IS PURCHASING THE PRODUCTS AND ANY SERVICES AS-IS. SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH ANY PRODUCTS SOLD HEREUNDER OR ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE PARTIES BE LIABLE UNDER ANY PROVISION OF THIS SALES CONTRACT FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES, WHETHER IN CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING STRICT LIABILITY) AND INCLUDING BUT NOT LIMITED TO LOST PROFITS OR OTHER ECONOMIC LOSS. IN NO EVENT SHALL SELLER’S TOTAL LIABILITY UNDER THIS SALES CONTRACT OR ANY CLAIM PURSUANT THERETO EXCEED THE SALES PRICE PAID.
13. Force Majeure. LVIS shall not be liable for any failure to perform its obligations under the Sales Contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer; acts of civil or military authority; priorities; fires; strikes or other labor disputes; accidents; floods; epidemics; war; riot; delays in transportation; lack of or inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond LVIS reasonable control, whether similar or dissimilar to the foregoing.
14. Buyer’s Breach. In the event of Buyer’s failure to make prompt payment, failure to perform its obligations under this Sales Contract, or in the event Buyer becomes insolvent, Seller may, at its option and without prejudice to any other legal remedy or notice (a) demand full purchase price is immediately due and payable, (b) cancel the order or defer and discontinue further shipments and recover its cancellation charges from Buyer; (c) terminate this Sales Contract without penalty, or (d) repossess any property delivered hereunder to Buyer. Upon the occurrence of a default by Buyer under this Sales Contract, Seller shall also be entitled in addition to all other remedies available at law or in equity to recover reasonable attorneys’ fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in respect of this Sales Contract.
15. Claims. All actions including any claims or lawsuits brought by the Buyer for breach or enforcement of this Sales Contract must be filed within one (1) year of the delivery of the Product to Buyer, after which the Buyer shall be forever barred from bringing such action. Buyer shall have no right to offset any claims against any amounts due under any invoice to Seller unless authorized in writing by Seller.
16. Installation. Installation shall be by the Buyer. Final inspection of products prior to installation thereof will be the obligation of Buyer. Seller may at the Buyer’s request issue a referral to a third-party contractor for installation services. In any such instance, Seller is acting strictly as a referral source and shall have no liability and makes no representation or warranty whatsoever with regards to any referral for installation services. In such case Seller is neither acting as an agent of the Buyer nor the third party contractor. Seller shall not be a party to or have any rights or obligations under any contract resulting between the Buyer and said third party contractor.
17. Confidentiality. The Buyer and Seller shall each keep all pricing information under this Sales Contract confidential between the parties.
18. Waiver and Severability. The waiver of any breach or provision of this Sales Contract shall not be a waiver of any succeeding breach or other provision. In the event that any provision of this Sales Contract is held invalid, illegal, or void, the remainder of the Sales Contract shall continue in full force and effect with such invalid, illegal or void part deleted therefrom.
19. Assignment. The Parties may not assign this Sales Contract or their respective rights or obligations hereunder without the other party’s prior written consent, provided however, that Seller may assign its rights and obligations to any party that acquires all or substantially all of Seller’s assets or ownership interests or to any entity which is the product of a merger or consolidation with the Seller, or to Seller’s lender, if any.
20. Governing Law. This acknowledgement and Sales Contact shall be governed by the Uniform Commercial Code as adopted in the State of Illinois as effective and in force on the contract date. Wherever a term defined by said Uniform Commercial Code is used in these Terms and Conditions of Sale the definition contained in the Uniform Commercial Code is to control.