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BY USING THE LSI SITE, YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. LSI WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF THE SITE, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF LSI HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify, defend, and hold harmless LSI, its agents, distributors, and affiliates, and their officers, directors, and employees, from and against any claims, demands, damages, costs, and expenses, including without limitation reasonable attorney’s fees, arising from or related to your use of the Site or your breach of any provision of these Terms or any warranty hereunder.
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If you have a question regarding Site policy, please contact us by mail at LSI Industries Inc., 10000 Alliance Road, Cincinnati, Ohio 45242, or by telephone at 513-793-3200.
This Policy describes how we, LSI Industries, Inc., handle information we learn about you from our website. If you have questions or wish to contact us about this Policy, direct inquiries to: Privacy Office, LSI Industries Inc., 10000 Alliance Road, Cincinnati, Ohio 45242, 513-793-3200
The information we collect from you depends on what you do when you visit our site. Please note that we do not collect personally identifiable information about you when you visit our site, unless you choose to provide such information to us.
We collect personal information you provide to us in connection with comments or messages you submit via our “Contact Us” page, and in connection with your registration for and use of the configurator feature of the site.
In addition, for each visitor to our site, we automatically gather certain information and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data. We collect and store this information on an individual basis and in aggregate, or combined, form. We also collect both user-specific and aggregate information on what pages visitors access or visit.
We use this information to analyze trends, to administer the site, to track users’ movements around the site, and to gather demographic information about our user base as a whole. We also use this information to improve the content of our web pages, and to customize the content and layout of our pages. All of this is done with the intention of making our site more useful to visitors.
We do not rent or sell email addresses, postal addresses, or telephone contact information to third parties, or otherwise share any personally-identifying information we collect, with any third parties, except that we may forward your inquiries to our manufacturers’ representatives as appropriate for responding to the inquiries.
If we develop a business relationship with you as a result of your inquiries on the site, we will retain your information in accordance with our continuing business need to service this relationship. Otherwise, this information is deleted after two months.
If you create an account to use the site’s configurators, we keep the account information for so long as you are using the account. Once the account has been inactive for nine months, this information is deleted.
We use Google Analytics to help us understand how visitors user our site. Google retains analytic data for at least 25 months.
We use session cookies on this website. A cookie is a small text file that is stored on a user’s computer for record-keeping purposes. If you reject cookies, you may still use our site, but your ability to use some areas of our site will be limited.
We use session cookies to make it easier for you to navigate our site. We use session cookies to record session information, such as which web pages a user has visited, and to track user activity on the site. Session cookies expire when you close your browser.
Upon request we provide site visitors with the ability to access and to request correction of their own personally-identifying information (e.g., name, address, phone number) that we maintain about them. You can access this information by sending your request to the Privacy Office address provided above. To help us process your request, please provide sufficient information to allow us to identify you in our records.
We reserve the right to ask for information verifying your identity prior to disclosing any information to you. Should we ask for verification, the information you provide to verify your identify will be used only for that purpose, and all copies of this information in our possession will be destroyed when the process is complete.
The security of your personal information is important to us. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it, and to guard that information against loss, misuse or alteration.
Please note, however, that no method of transmission over the internet, or method of electronic storage, is 100% secure. Therefore, while we use commercially-reasonable means to protect your personal information, we cannot guarantee its absolute security.
From time to time, we may use customer information for new, unanticipated uses not previously disclosed in our Policy. If our information practices change materially at some time in the future, we will post these changes to our website and revise our Policy accordingly. In addition, if we have collected personally-identifying information from you, we will notify you about the changes and secure your consent prior to making use of your personal information in new ways.
If you believe that this site is not following its stated information Policy, you may contact us at the above postal address or phone number, or you may contact the Better Business Bureau.
TERMS – Net 30 days after the date of Invoice. Invoices that are past due are subject to a 1.5% percent per month service charge.
PRICES – Prices are subject to change without notice. All orders are subject to a minimum of $150. The order minimum may be adjusted at time of order entry commensurate with the products and parts ordered and to accommodate order handling costs. Parts only orders are subject to a $50 minimum charge.
COST OF COLLECTION – If Buyer defaults with respect to any payment due the Seller, the Buyer shall pay Seller for all costs and expenses, including legal expenses and attorney fees, incurred by Seller in exercising any of its rights or remedies.
Prices are F.O.B. shipping point, shipping and handling allowed on orders with a selling price of $2,000 or more, per order, per destination in the continental United States. Orders that fail to qualify for the allowance will be charged Seller’s actual shipping and handling costs. Shipments to Alaska and Hawaii will deviate from Seller’s standard terms and condition and Buy-er will be charged Seller’s actual shipping and handling costs, regardless of order size. On all shipments, LSI freight policy is the best way, less than truckload commercial carrier.
Scheduled Ship Date – The scheduled ship date is an estimate only. Seller is not responsible for missed ship dates and late deliveries caused by the carrier. Seller will not accept any back charges for late deliveries.
Choice of Carrier – LSI reserves the right to ship goods via the most economical routing and to consolidate shipments to the most economical groupings per schedule date. If alternative shipping means are requested by the buyer, the buyer assumes the additional transportation cost.
Special Shipping Request – Special shipping requests will be accommodated when possible. Buyer’s request for a particular carrier and/or special shipping will require the Buyer to pay the difference in the rate of transportation and may incur additional handling charges. Buyer may be charged extra for optional packaging, for the costs for advance notification by carrier, residential delivery, and for special equipment needs such as lift gates, flat beds or for inside delivery. City delivery or special services requested such as redelivery, expedited surface delivery or delayed delivery charges will be charged to the Buyer at Seller’s actual cost.
C.O.D. Orders – Seller will not ship orders C.O.D. If Buyer does not have an active credit account with Seller, Buyer must pay cash in advance at order entry.
Damage – Title to any goods sold and the risk of loss of such goods passes to Buyer upon delivery by Seller or Seller’s vendors to the carrier, and any claims or losses or damage in transit shall be filed by Buyer directly with the carrier. Buyer shall inspect all goods immediately upon delivery for concealed damage. Buyer must notate any damage/shortage on carrier’s delivery receipt. Buyer must report all damage to goods to the carrier within 10 days of delivery of the goods. UPS and FedEx damaged shipments must be reported to Seller within 10 days and must be in the original cartons at the original delivery point for inspection.
Cancellation or Suspension of Orders – Cancellation or suspension of orders will be accepted by Seller only upon terms that will indemnify the Seller for liabilities and expenses incurred and for commitments made by Seller and which will provide for profit on work in process and for the contract value of goods completed and ready for shipment. Postponement of deliveries at Buyer’s request, if for a period of more than thirty (30) days, will not be made without Seller’s approval first being obtained. All postponements are subject to storage and handling charges.
Returns: No returns will be accepted without prior approval. All requests must be made within 30 days of the invoice date.
Poles – Poles will not be accepted unless the return is due to warranty or Seller’s error.
Eligibility – Requests to return custom built products or modified standard products with options will not be accepted. Requests to return products that are unique to a customer or program will not be accepted. All returns must arrive back to the Seller in good working and resalable condition. Items must be returned in the original packaging. Any damage to returned goods will be the responsibility of the buyer. Products not manufactured by the Seller may be subject to the original supplier’s return or cancellation policy.
Fees – Authorized returns will be charged for both inbound and outbound freight and a minimum service charge of thirty-five percent (35%) of the product value.
Replacements – Seller has the option of either replacing defective goods or crediting Buyer for the purchase price of such goods. A new Purchase Order is required for replacement orders.
TAXES – All prices, quotations, orders, and agreements are subject to all Federal, State, and Local taxes. These taxes will be added to the invoice unless legal proof of exemption is provided. LSI reserves the right to invoice separately for the taxes should it be necessary to make payment where they were not included at the time of invoicing.
WARRANTY – All requests for warranty assistance must be submitted to LSI and direction must be given from LSI prior to any action being taken. No claims for cost of material or repair will be accepted without prior written approval. For product warranty see LSI’s published Limited Warranty.
CHANGES – LSI reserves the right to make modifications or changes to any of its products, pricing, Limited Warranty and Terms and Conditions without prior notice.
For additional warranty terms, please contact your LSI Sales Representative
LIMITED WARRANTY – LED Light Fixtures
LSI Lighting Solutions warrants cataloged LED Light Fixtures and LED components manufactured by LSI.This limited warranty applies to LSI brand LED light fixtures. Subject to the limitations, exclusions and other terms set forth in this limited warranty, LSI Lighting Solutions warrants cataloged LED light fixtures against defects in materials and workmanship for a maximum period of five (5) years from date of shipment by LSI as follows:
LSI reserves the right to replace or repair defective fixtures, components or electronics utilizing the same or functionally similar products that are new, repaired or reconditioned.
This warranty only covers items manufactured by LSI. This includes LED luminaires, Power Supplies and Modules. The above warranty does not include components or fixtures not manufactured by LSI. These items carry the warranty of their respective manufacturers. The paint finish warranty on LED light fixtures is listed below
LED modules are warranted for a period of 5 years. An LED module failure in an LED light fixture is deemed to have occurred if a total of 10% or more of the individual LEDs in the light fixture do not illuminate. An LED module that fails within the manufacturer’s warranty period will be exchanged. LSI will not honor a cash reimbursement claim to cover material charges for replacement material after one year from date of shipment. No charges for rental of equipment, travel time or labor will be accepted.
LIMITED WARRANTY – HID and Fluorescent Light Fixtures
This limited warranty applies to HID and Fluorescent light fixtures. Subject to the limitations, limitations and other terms set forth in this limited warranty, LSI Lighting Solutions warrants cataloged HID and Fluorescent light fixtures against defects in materials and workmanship for a period of one (1) year from date of shipment. LSI will, at its option, replace, repair, reimburse or credit 100% of the original purchase price of the defective HID and Fluorescent light fixture. LSI reserves the right to replace or repair defective fixtures utilizing the same or functionally similar products that are new, repaired or reconditioned. The replacement part warranty starts from the original order shipment date. LSI will not pay or reimburse labor costs to replace or repair defective HID or Fluorescent light fixtures.
Ballasts, capacitors, and ignitors are specifically excluded from this warranty. All related inquiries or claims should be directed to the ballast manufacturer for warranty assistance.
Lamps are specifically excluded from this warranty. All related inquiries or claims should be directed to the lamp manufacturer for warranty assistance.
LIMITED WARRANTY – Poles
This limited warranty applies to poles. LSI Lighting Solutions warrants cataloged poles against defects in materials and workmanship for a period of one (1) year from date of shipment. LSI will, at its option, replace, repair reimburse or credit 100% of the original purchase price of the defective pole. LSI reserves the right to replace or repair any defective pole utilizing the same or functionally similar products that are new, repaired or reconditioned. The replacement part warranty starts from the original order shipment date. LSI will not pay or reimburse labor costs to replace or repair defective poles.
All LSI poles are warranted to meet listed EPA requirements. Any pole which has a lower EPA rating than the indicated wind-loading zone where the pole will be located is specifically excluded from this warranty. In general, EPA ratings apply to locations 100 miles away from hurricane ocean lines and mountains. Which are defined as the Atlantic and Gulf of Mexico coastal areas. Pole locations outside the United States are specifically excluded from this warranty. Pole fatigue, damage or failure caused by or resulting from induced vibration, harmonic vibration or resonance associated with the movement of air currents around the product or by any other local condition are specifically excluded from this warranty. Pole fatigue, damage or failure caused by or resulting from the attachment of banners, flags, streamers, signs, baskets, planters and other extraneous items to a pole are specifically excluded from this warranty.
LIMITED WARRANTY – Fixture and Pole Paint Finishes
Pole Finishes: LSI poles feature the Dura Grip® baked-on polyester-powder finishing process. The pole finish is warranted for a period of five (5) years from date of shipment against cracking, peeling, chalking or fading. Dura Grip® Plus coated poles are warranted for a period of seven (7) years from the date of shipment.
Outdoor Fixture Finishes: LSI outdoor fixtures feature the Dura Grip® baked-on polyester-powder finishing process. The outdoor fixture finish is warranted for a period of five (5) years from date of shipment against cracking, peeling, chalking or fading.
Indoor Fixture Finishes: The indoor fixture finish is warranted for normal indoor use for a period of two (2) years from date of shipment.
Composite Fixtures: The composite fixture finish is warranted for a period of five (5) years from date of shipment against corrosion.
Caustic or Corrosive Environments: Fixtures and poles and their finishes may be damaged by application in caustic or corrosive environments. While many LSI products generally can be safely applied in such environments, the expected or useful life of products applied in these environments, including the painted and finished surfaces of such products, may be reduced or impacted by the conditions found in these environments. Fatigue, damage or failure of products applied in such environments, including the painted and finished surfaces of such products, are specifically excluded from this warranty.
Fixture and Pole Paint Finish Warranty Claims: If during the warranty period the finish of a fixture or pole shows signs of failure, LSI must be promptly notified in writing within sixty (60)] days of such failure becoming evident together with proof of purchase. Transportation, removal, and installation costs are not included in the replacement.
TERMS AND CONDITION OF EACH LIMITED WARRANTY
The determination of whether a product is defective and covered by its warranty shall be made by LSI in its sole discretion with consideration given to the overall performance of the product compared to its specifications. LSI reserves the right to examine all products to determine the cause of failure or damage and pattern of usage. LSI may require the material be returned to LSI, as part of the evaluation process. The terms of each warranty applies only when the relevant product has been properly handled, stored, wired, transported, installed, operated and maintained in accordance with all applicable product specifications, including, without limitation, installation in applications in which ambient temperatures are within the range of specified operating temperatures and operation with the electrical values provided for in the specifications. LSI shall have no responsibility under the terms of any warranty for any failure of any product that results from external causes, including without limitation: misapplication; acts of nature, physical damage, exposure to harsh, adverse or hazardous environments or chemicals or other substances; use of harsh or reactive chemicals or agents to clean or maintain the product; environmental conditions; vandalism; fire; power failure, improper power supply, power surges or dips and / or excessive switching; fatigue, failure or damage or similar phenomena resulting from induced vibration, harmonic oscillation or resonance associated with movement of air currents around the product; animal, pest or insect activity; fault or negligence of the purchaser of the products, any end user of the product and any third party not engaged by LSI; improper or unauthorized use, installation, handling, storage, alteration, maintenance or service, including failure to abide by any product classifications or certifications, or failure to comply with any applicable standards, codes or specifications. The warranty provided does not cover any substantial deterioration that is due to failure to inspect, clean or maintain the finish of the product. This warranty is void if the product is not used for the purpose for which it was designed or if any repairs of alterations are made that have not been authorized and approved by LSI.
The limited warranty may be transferred to subsequent purchasers of the product, provided that the product is resold in new condition and in its original packaging.
THE FOREGOING WARRANTY PROVISIONS ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMIATION ANY WARRANTY AGAINST INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL LSI BE LIABILE FOR INCIDENTAL, COMPENSATORY, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES ARISING FROM THE PURCHASE, RESALE, USE, OR DISPOSAL OF ANY PRODUCT, WHETHER THE CLAIM ARISES UNDER TORT LAW, STRICT LIABILITY, PRINCIPLES OF EQUITY, OR CONTRACT. LSI’S AGGREGATE LIABILITY WITH RESPECT TO A DEFECTIVE PRODUCT SHALL IN ANY EVENT BE LIMITED TO THE PURCHASE PRICE OF THAT DEFECTIVE PRODUCT.
LSI WILL NOT HONOR ANY WARRANTY CLAIM WITHIN THE APPLICABLE WARRANTY PERIOD WITHOUT PRIOR WRITTEN APPROVAL AND AUTHRORIZATION FROM LSI. ALL LSI warranty inquiries should be directed to the LSI field service department at 1-800-436-7800 (ext. 3300).
The terms hereof are effective for purchases of products on or after the effective date set forth below. LSI reserves the right to make modifications or changes to any product, pricing, this Limited Warranty or its Terms and Conditions without prior notice.
Effective Date: March 22, 2018
1. This quotation is based on the copy, artwork and specifications previously presented. Any changes to such copy, artwork or specifications subsequent to the date of this quotation may necessitate an amendment to the prices presented.
2. Prices are valid for 30 days from the date of the quotation unless otherwise stated.
3. F.O.B Definitions
4. All shipments must have quantities verified within one week of receipt and any shortages or damages reported to LSI Graphic Solutions.
5. LSI Graphic Solutions will package all goods in a manner consistent with industry standard. The cost of special handling or shipping requests will be added to the buyer’s invoice.
6. Any cancellation of an order must be in writing to LSI Graphic Solutions with terms that include compensation to LSI Graphic Solutions for the purchase of all finished goods at quoted prices in addition to all work-in-process and raw material costs incurred, until the date LSI Graphic Solutions receives written notice of cancellation.
7. All orders must be in writing with a valid Bill-To and Ship-To address.
8. LSI Graphic Solutions cannot be held responsible for shipment delays outside of its control including, but not limited to, labor strikes, mechanical failures, natural disasters or acts of God; nor will LSI Graphic Solutions assume financial responsibility for damage or delay to shipments incurred as a consequent of any such acts.
9. All art files, film negatives, positives, screens and tooling will remain LSI Graphic Solutions exclusive property unless separately quoted.
10. LSI Graphic Solutions assumes no responsibility for material provided by Buyer nor any defects of any nature caused or related to customer-supplied material.
11. For all screen printed items, a variation of 10% under or over the specified quantity is considered a complete order, and such variances will be excluded or included, on the invoice, at the quoted price.
12. Regarding claims or warranty on material, LSI Graphic Solutions and material manufacturer’s obligation shall only be to replace such quantity of the product found to be defective within one year from date of shipment unless otherwise specified. No charges for rental of equipment, travel time, downtime or labor will be accepted. Neither LSI Graphic Solutions nor material manufacturer shall be liable for any injury, loss or damage, direct or consequential, arising out of the use of, or inability to use the product. Prior to utilization, user shall determine suitability of the product for their intended use and user shall assume all risk and liability. For freight damage claims, buyer must retain original packaging and / or goods for carrier inspection.
13. Regarding claims or warranty on installation, LSI Graphic Solutions and chosen subcontractor’s obligation shall only be to replace and/or repair such quantity of the product found defective due to improper installation, within one year from the date of installation. Lamps and ballast warranties are defined under #19 of this document.
14. LSI Graphic Solutions must be contacted before any goods are returned, at which time a return material authorization (RMA) number will be assigned. The customer is responsible for the returned freight. Products returned without an approved RMA label will be refused. Products cannot be returned after 30 days from receipt of goods. LSI Graphic Solutions reserves the right to inspect and verify product defect. Credit for return will only be issued after product has passed incoming inspection. There may be a charge, of up to 35 percent of the product value, for handling, unpacking, and inspection. This will be deducted from the returned credit memo. If product is not received in sellable condition, then no credit will be given.
15. Cancellation or suspension of orders will be accepted by LSI Graphic Solutions only upon terms that will indemnify LSI Graphic Solutions for liabilities and expenses incurred and for commitments made by LSI Graphic Solutions and which provide for profit on work-in-process and for the contract value of goods completed and ready for shipment.
16. Payment terms are NET 30 days (with approved credit) from date of invoice.
17. State and local taxes, if applicable, will be added to the invoice unless legal proof of exemption is provided. LSI Graphic Solutions reserves the right to invoice separately for the taxes should it be necessary to make payment where they were not included at the time of original invoicing.
18. Purchaser and LSI Graphic Solutions agree to retain in confidence all information related to the sale and service of product.
19. Ballasts, drivers and power supplies are covered by the manufacturer’s warranty, effective from date of shipment. Units which fail within the manufacturer’s warranty period will be exchanged by the local manufacturer’s authorized distributor or by LSI Graphic Solutions, acting as their agent. Neither the manufacturer, his agents, nor LSI Graphic Solutions will honor a cash reimbursement claim to cover material charges for replacements. No charges for rental of equipment, travel time or labor will be accepted. Lamps (components that are not manufactured by LSI Graphic Solutions) are specifically excluded from the LSI Graphic Solutions warranty. No claims for replacement of defective lamps or labor associated with such replacement will be accepted.
1. Prices: Prices are based on the specifications and quoted quantities, and include LSI ADL specified packaging. The price of tooling, stencils, and non-recurring engineering activities will be shown separately. Prices shall remain fixed for the term of the Agreement, subject to LSI ADL’s right to revise Prices (i) to account for any variations on the market prices of components, parts and raw material (collectively “Components”), including any such variations resulting from shortages and (ii) in the event of a change in the specifications or quantities ordered.
2. Payment Terms. Payment terms are net thirty (30) days after date of invoice. On any invoice not paid by maturity date, CUSTOMER shall pay interest from maturity to date of payment at the rate of 1.5% per month.
Orders and Forecasts.
a. General. CUSTOMER purchase orders shall be binding and may be rescheduled only in accordance with section c. Additionally CUSTOMER may furnish LSI ADL with a Forecast. The Forecast will be used in the ordering of long lead time components per section b. For all other purposes the forecast is non-binding.
b. Long Lead Time Items; Minimum/Multiple Buys. CUSTOMER acknowledges that LSI ADL often must place orders for Components well in advance of the CUSTOMER’s delivery date. At CUSTOMER’s request, LSI ADL will provide to CUSTOMER a list of Components with long lead times. CUSTOMER acknowledges that Vendor lead times are subject to change, and agrees to be financially responsible for all Long lead time Components purchased in accordance with the Vendor’s then-current lead times. CUSTOMER further acknowledges that LSI ADL will be required to order Components in accordance with the various minimum buy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor, and agrees that it shall be financially responsible for all such Components.
c. Reschedules. CUSTOMER may reschedule all or part of a scheduled delivery one time per quarter for a period not to exceed forty-five (45) days. At the end of this forty-five day period CUSTOMER shall accept delivery of rescheduled finished units.
d. Excess and Obsolete Components. Within a reasonable time after the end of each calendar quarter, LSI ADL shall advise CUSTOMER in writing of any excess/obsolete Components in its inventory and the Delivered Cost of such Components. CUSTOMER shall pay for all Components which it agrees are excess/ obsolete. In the event CUSTOMER doesn’t feel that a Component is excess/obsolete, it shall only be required to pay for the Component in the event said Component remains excess/obsolete at the end of the following quarter.
e. Liability. CUSTOMER acknowledges that it shall be financially liable for all Components ordered in accordance with this Section. CUSTOMER’s Component Liability shall be equal to LSI ADL’s Delivered Cost of all Components ordered in support of any Order or Forecast, less the actual cost of those Components which are returnable to Vendor (less any cancellation or restocking charges). LSI ADL shall use commercially reasonable efforts to minimize CUSTOMER’s Component Liability by attempting to return Components to the Vendor.
4. Delivery/Acceptance. All Product shipments shall be F.O.B. LSI ADL’s facility of manufacture and freight collect; title to and risk of loss or damage to the Product shall pass to CUSTOMER upon LSI ADL’s tender of the Product to CUSTOMER’s carrier. Acceptance of the Product shall occur no later than Five (5) days after shipment, and shall be based solely on whether the Product passes a mutually agreeable Acceptance Test Procedure or Inspection designed to demonstrate compliance with the Specifications. Product cannot be rejected based on criteria that were unknown to LSI ADL or based on test procedures that LSI ADL does not conduct. Product shall be deemed accepted if not rejected within this fifteen-day period.
5. Warranty. LSI ADL’s warranty period is for one year from date of manufacture and is limited to correction of defects in LSI ADL workmanship. For the purpose of this Section, “workmanship” shall mean manufacture in accordance with (i) the most recent version of IPC-A-600 or IPC-A-610 or (ii) the CUSTOMER’s workmanship standards set forth in the specifications and approved by LSI ADL. LSI ADL shall, at its option and at its expense, repair, replace or issue a credit for product found defective during the warranty period. In addition, LSI ADL will pass on to CUSTOMER all manufacturers’ Material warranties to the extent that they are transferable, but will not independently warrant any Material. All warranty returns shall be done in accordance with LSI ADL’s return material authorization (RMA) policy, a copy of which is available upon request. Any repaired or replaced product shall be warranted as set forth in this section for a period equal to the greater of (i) the balance of the applicable warranty period relating to such product or (ii) sixty (60) days after it is received by CUSTOMER. LSI ADL’s warranty does not include products that have defects or failures resulting from (a) CUSTOMER’s design of products including, but not limited to, design functionality failures, specification inadequacies, failures relating to the functioning of products in the manner for the intended purpose or in the specific CUSTOMER’s environment; (b) accident, disaster, neglect, abuse, misuse, improper handling, testing, storage or installation including improper handling in accordance with static sensitive electronic device handling requirements; (c) alterations, modifications or repairs by CUSTOMER or third parties or (d) defective CUSTOMER-provided test equipment or test software. CUSTOMER bears all design responsibility for the Product. It is the sole responsibility of the CUSTOMER to fully evaluate the fitness for use of any recommendations made by LSI ADL personnel as to product design, materials, coatings, processing or testing. THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
a. Either party may terminate an order for default if the other party materially breaches this agreement; provided, however, no right of default shall accrue until thirty (30) days after the defaulting party is notified in writing of the material breach and has failed to cure the breach or give adequate assurances of performance within such 30-day period. Notwithstanding the foregoing, there shall be no cure period for payment-related defaults. In addition, this agreement shall immediately terminate should either party (a) become insolvent; (b) enter into or file a petition, arraignment or proceeding seeking on order for relief under the bankruptcy laws of its respective jurisdiction; (c) enter into a receivership of any of its assets or (d) enter into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors.
b. In the event an order is terminated for any reason (including a breach by LSI ADL or a Force Majeure Event), CUSTOMER shall pay LSI ADL, termination charges (collectively, the “Termination Charges”) equal to (1) the contract price for all finished product existing at the time of termination; (2) LSI ADL’s cost (including LSI ADL’s Delivered Cost for Material plus its Burdened Cost of labor) for all work in process; (3) LSI ADL’s Delivered Cost of Material, including excess Material resulting from any minimum buy quantities, tape and reel quantities and multiples of packaging quantities required by the vendor; and (4) a reasonable profit. “Delivered Cost” shall mean LSI ADL’s quoted cost (as set forth in the costed bill of materials or otherwise or, if no quoted cost exists, LSI ADL’s standard cost) plus a fifteen percent (15%) materials margin; provided, however, that in the event this Agreement is terminated as a result of LSI ADL’s breach, Delivered Cost shall mean LSI ADL’s quoted cost (or, if no quoted cost exists, LSI ADL’s standard cost). “Burdened Cost” shall mean LSI ADL’s actual cost of labor including benefits and overhead.
7. Indemnification. CUSTOMER shall indemnify, defend, and hold LSI ADL and LSI ADL’s affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives harmless from all demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused either by a defective product (including strict liability in tort) or by the negligent or willful acts or omissions of CUSTOMER or its officers, employees, subcontractors or agents, (ii) based on any breach of this agreement and/or (iii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with the products, except to the extent that such infringement exists as a result of LSI ADL’s manufacturing processes.
8. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATE TO THIS AGREEMENT. For the purpose of this Section, both lost profits and damages resulting from value added to the Product by CUSTOMER shall be considered consequential damages, but amounts required to be paid to a third party as a royalty or license fee shall not be considered consequential damages. IN NO EVENT SHALL LSI ADL’S LIABILITY UNDER THIS AGREEMENT FOR ANY PRODUCT (WHETHER ASSERTED AS A TORT CLAIM OR CONTRACT CLAIM) EXCEED THE AMOUNTS PAID TO LSI ADL FOR SUCH PRODUCT HEREUNDER. IN NO EVENT WILL LSI ADL BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. Changes. CUSTOMER may upon sufficient notice make changes to the product, including but not limited to changes in (1) drawings, plans, designs, procedures, specifications, test specifications or BOM, (2) methods of packaging and shipment, or (3) delivery schedule (in accordance with Section 8). All changes other than changes in delivery dates shall be requested pursuant to an Engineering Change Notice (“ECN”) and, if accepted by CUSTOMER, finalized in an Engineering Change Order (“ECO”). If any such change causes either an increase or decrease in LSI ADL’s cost or the time required for performance of any part of the work under this Agreement (whether changed or not changed by any ECO) the prices and/or delivery schedules shall be adjusted in a manner which would adequately compensate LSI ADL for such change. LSI ADL reserves the right to charge an administrative fee for all ECN’s in an amount not to exceed $1,000 per ECN.
10. Security Interest. LSI ADL reserves a purchase money security interest in product sold to CUSTOMER and the proceeds thereof, in the amount of the purchase price. In the event of default by CUSTOMER in any of its obligations to LSI ADL, LSI ADL will have the right to repossess the product sold hereunder without liability to CUSTOMER. LSI ADL may file a copy of the invoice with appropriated authorities at any time as a financing statement and/or chattel mortgage to perfect its security interest. At LSI ADL’s request, CUSTOMER will execute financing statements and other instruments that LSI ADL may request to perfect LSI ADL’s security interest.
11. Force Majeure Event. Neither party shall be responsible for any failure to perform due to a Force Majeure Event provided that such party gives notice to the other party of the Force Majeure Event as soon as reasonably practicable, specifying the nature and particulars thereof and the expected duration thereof. A “Force Majeure Event” shall mean the occurrence of unforeseen circumstances beyond a party’s control and without such party’s negligence or intentional misconduct, including, but not limited to, any act by any governmental authority, act of war, natural disaster, strike, boycott, embargo, shortage, and supplier delay in delivering Material to LSI ADL, riot, lockout, labor dispute, or civil commotion.
12. Miscellaneous. The terms and conditions set forth herein constitute the entire agreement of the parties, superseding all previous agreements covering the subject matter. This agreement shall not be changed or modified except by written agreement, specifically amending, modifying and changing this agreement, signed by a corporate officer of LSI ADL and an authorized representative of the CUSTOMER. CUSTOMER hereby acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. The failure by LSI ADL to enforce at any time any of the provisions of this agreement, to exercise any election or option provided herein, or to require at any time the performance by CUSTOMER of any of the provisions herein will not in any way be construed as a waiver of such provisions. In the event the parties cannot resolve a dispute, the parties acknowledge and agree that the state courts of Franklin County, Ohio and the federal courts with jurisdiction in Franklin County Ohio shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. This agreement shall be construed in accordance with the substantive laws of the State of Ohio (excluding its conflicts of laws principles). Reasonable attorney’s fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement.