SCOPE  These terms of sale apply to all sales of products by RC Lighting, Inc. (�RCL�) to any purchaser (�Buyer�). These terms may in some instances conflict with some of the terms proposed by Buyer. Therefore, acceptance of Buyer�s order is made only on the express understanding that to the extent that any of these terms and conditions conflict with any terms of Buyer�s order, these terms and conditions shall govern. These terms shall be deemed accepted by Buyer placing an order, accepting the goods, or tendering full or partial payment. RCL�s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these terms. Any additions to, or deviation from these terms, must be proposed to RCL at its office and must be accepted in writing by RCL before such terms will become part of the contract. Buyer is responsible for complying with these terms and for reviewing these terms on a regular basis to ensure that Buyer is aware of changes in these terms.

CASH DISCOUNTS  In the event that payment is received by RCL by the 10th day of the month following the invoice date, then a cash discount in the amount of 1% will be allowed, payment shall be net 30 days thereafter. Cash discounts do not apply to freight charges.

PRICES  All prices are subject to change and revision without advance notice. Standard quantities are either the master package quantity or the quantity required for the full discount. Orders for less than Standard Quantities will be billed at the prices in the Less Than Standard Quantity column regardless of the size of the total order. Orders marked HOLD or HOLD FOR RELEASE will be billed at the prices in effect on the date that shipment is requested. Buyer will pay any and all applicable sales tax or use tax, if any, plus any other applicable federal, state, or local taxes imposed on this sale, excluding tax assessed on RCL income.

INTERNET MINIMUM ADVERTISED PRICING POLICY 

IMAP Policy:  Buyer remains free to establish its own resale prices. However, Buyer may not at any time: (a) advertise or otherwise promote RCL products over the Internet at a Net Price less than the Internet Minimum Advertised Price (�IMAP�); or (b) sell RCL products to any other person or entity who advertises or otherwise promotes RCL products over the Internet at a Net Price less than the IMAP (whether or not Buyer is aware that the other person or entity intends to advertise or otherwise promote RCL products below the IMAP). Net Price means the stated price less all discounts, premiums, trade-ins, coupons, allowances and free goods or services offered with RCL products. Internet Minimum Price (�IMAP�) means the amount established and published by RCL on its IMAP Price Sheet from time to time.

Policy Interpretation:  RCL will apply the following rules in determining compliance with this Policy:

1. Where a �coupon,� rebate or a discount for use with RCL products is advertised, the value of the coupon or that discount will be subtracted from the listed advertised price to determine the Net Price.


2. Where an offer of �free shipping� or reduced shipping costs applicable to RCL products is advertised, the value of such an offer of reduced shipping costs will not be subtracted from the listed advertised price to determine the Net Price.


3. Where an automated system that delivers to resale customers an instant quote for RCL products by email, in an Internet based �shopping cart,� or by any other automated Internet based means, is used, such instant quotes are considered advertising or promotion within the meaning of this Policy and must comply with the Policy.

Violation of Policy:  If Buyer violates this Policy, RCL reserves the right to require Buyer to refrain from selling, displaying, or listing RCL products on the World Wide Web for a period of six (6) months, and Buyer agrees to comply with such requirement. Buyer acknowledges and agrees that RCL is under no obligation to sell RCL products to Buyer. RCL may refuse to accept orders from Buyer regardless of whether such orders are derived from the Internet if: (a) Buyer does not comply with the requirements in subsection (c) above; (b) Buyer violates this Policy more than once in any twelve month period; (c) RCL determines that Buyer has flagrantly violated this Policy; or (d) for any other lawful reason.

Policy Application:  Buyer is free to decide independently whether or not to follow this Policy. RCL neither seeks, nor will it accept, any assurance of compliance or agreement from Buyer regarding this Policy. Nor will RCL discuss any conditions of acceptance related to this Policy. No one other than RCL is, has been or will be authorized to modify or alter this Policy, or to bind RCL to any action inconsistent with its terms. RCL reserves the right to modify this Policy from time to time without advance notice. This Policy is void in any nation, state, or province where prohibited by U.S. or local law.

AUTHORIZED DISTRIBUTORS  RCL products are sold only to Buyers authorized by RCL to resell RCL products on a non-exclusive basis (�Authorized Distributors�). RCL may grant or terminate Authorized Distributor status in its sole discretion. Anyone placing an order who is not an Authorized Distributor will be referred to the nearest Authorized Distributor.

FREIGHT ALLOWANCE  FOB our factory or warehouse of origin. RCL will pay the freight costs on individual orders of $1,000 net or greater to one destination in the Continental U.S. Partial shipments made to one or more destinations at Buyer�s request must each total at least $1,000 net to qualify for prepayment regardless of the size of the total order. RCL will use carriers of its own choice on prepaid shipments. If another means of transportation is requested, Buyer must pay transportation costs.

SHIPPING  Any estimated or �firm� delivery dates or periods are predictions made by RCL of the times within which it is likely that the products will be shipped; however, due to the difficulties inherent in predicting future delivery dates or periods, RCL does not promise, guarantee or otherwise obligate itself to have products shipped on or before that time. RCL WILL ENDEAVOR TO MEET THE ESTIMATED OR �FIRM� DELIVERY DATES OR PERIODS, BUT SHALL NOT BE LIABLE IN DAMAGES OR OTHERWISE, NOR SHALL BUYER BE RELIEVED OF PERFORMANCE, BECAUSE OF FAILURE TO MEET THEM.

DROP SHIPMENTS  Individual orders less than $1,000 net will be drop shipped to a destination specified by Buyer within the Continental U.S.A. All shipping costs will be paid by Buyer.

MINIMUM BILLING  The minimum billing amount for all orders is $150 Net from factory, plus transportation charges. $100 Net from warehouses. Orders received for lesser amounts will be invoiced at the minimum billing amount.

RISK OF LOSS  Upon receipt by carrier of merchandise in good condition, title to and risk of loss for merchandise passes from RCL to Buyer. Claims for loss or damage during transit or storage must be made by Buyer directly to the carrier, storage company, or insurance company, if any. Claims for shortages must be made to RCL, 170 Ludlow Avenue, Northvale, New Jersey 07647, in writing within 30 days of receipt of shipment.

RETURN POLICY  Except as provided below, products may not be returned without prior written approval issued by RCL in its sole and absolute discretion.

Defective Goods:  No return authorization is required. Send goods under warranty to RCL (goods must be received by RCL no later than one year from date of shipment) with written explanation of failure and application. Also include shipping instructions for return of replacement or repaired item. If a product is not under warranty, Buyer should call RCL for the cost to repair.

Advance Replacement:   If advance replacement is approved by RCL, Buyer will be billed and then credited upon receipt of returned goods.

Order Entry/Shipping errors:   Call RCL for authorization to return. If return was caused by RCL error full credit will be allowed.

Inventory adjustment:   Any Authorized Distributor placing an order for at least twice the original net invoice value of the return will receive full credit provided that the prior approved return is received, prepaid in perfect condition in undamaged, unopened original cartons. Credit will only be issued with an offsetting 2 for 1 purchase order. Otherwise all prior approved returns will be subject to a 30% restocking charge, which will be deducted from the return credit amount.

PRODUCT WARRANTY  RC warrants RC manufactured products to be free from defects in material and workmanship for a period of one year from date of shipment except (a) the warranty period for LED products is five years from the date of shipment; (b) RC extends no warranty for plastic globes or polycarbonate lenses; and (c) certain sensor products may have a warranty period longer than one year. The foregoing warranty does not apply to, and RC will have no liability for, problems caused by acts of god including without limitation lightning strikes and problems caused by any improper action or failure to act by Buyer or any third party including without limitation problems caused by improper installation. The light output (lumen depreciation), color temperature and color rendering index for a particular model of LED Product may vary and RC makes no warranty that all products of the same model will have the same characteristics. The obligation of RC under this warranty shall be limited to repair or replacement, at RC's option, of any products or parts which prove to be defective, provided that Buyer gives RC written notice, returns the defective product to RC as provided above, and RC confirms the defect. Buyer is responsible for all costs to de-install defective products and re-install replacement or repaired products and RC will not be liable for labor or other costs related to de-installation or re-installation. On products furnished by RC, but manufactured by others, RC passes through any warranty from the manufacturer thereof and makes no separate or additional warranty. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND RC EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, AND THE FOREGOING WARRANTIES STATE RC'S ENTIRE AND EXCLUSIVE LIABILITY, AND THE BUYER'S SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH THE, PRODUCTS OR PARTS, THEIR DESIGN, SUITABILITY FOR USE, INSTALLATION OR OPERATION.

LIMITATION OF LIABILITY  RCL shall not be liable under any theory of relief, including without limitation breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to this agreement or products provided hereunder or RCL�s acts or omissions for: (i) any indirect, incidental, special or consequential damages, whatsoever (including without limitation, loss of anticipated value of a business or its reputation) or (ii) any damage or loss in excess of the price actually paid by Buyer for the products that caused the damages. Any action by Buyer must be commenced within one year after the cause of action has accrued.

INTELLECTUAL PROPERTY AND RELATIONSHIP OF PARTIES  Buyer acknowledges and agrees that the RCL mark and all other trademarks, service marks, trade names or other proprietary designations used in connection with the RCL products (�Marks�) and all copyrights, patents and other RCL intellectual property are owned exclusively by RCL. Buyer will not adopt or attempt to register any trademark, service mark, trade name, company name, internet domain name or other proprietary designation that is identical or confusingly similar to any of the Marks. Buyer will not make, use or copy any RCL any material that is the same or substantially similar to any RCL copyright or patent. Provided that Buyer is in good standing with RCL and not in breach of this Agreement, the foregoing will not prevent Buyer from: (a) accurately identifying the RCL products as offered for sale to consumers by Buyer provided that all such use of the Marks by Buyer will inure to the benefit of RCL; and (b) using RCL photographs and descriptions of RCL products solely to promote sales of the RCL products. Any other use of any Marks or RCL copyrighted material is prohibited without RCL�s prior written consent. Buyer and RCL are independent contractors. Buyer will not hold itself out as an agent of RCL or otherwise misstate or misrepresent its relationship to RCL.

MISCELLANEOUS  This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of New Jersey. In the event that suit is necessary to recover amounts owed RCL, Buyer shall be liable for reasonable attorney�s fees, interest and costs of collection. No agreement or understanding varying the terms and conditions hereof shall be binding upon either party hereto unless in writing attached hereto and signed by duly authorized representatives of both parties. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Pole Terms and Conditions