Terms and conditions

Eklipse Luminaire Architectural Inc. warrants that, according to each product specific documentation in effect at the date when the client’s purchase order is acknowledged, for FIVE (5) or THREE (3) years from the date of shipment to Customer, LED based products (including drivers) and for a period of one (1) year all other products will be free from any defects in materials and workmanship which cause the product to fail to operate in accordance with the products’ performance specifications as they exist at the time of shipment.

This limited warranty is void if the product is (i) installed improperly or otherwise not in accordance with the installation instructions which are shipped with the product or any applicable standards or codes, such as, without limitation, those standards of codes of the National Electrical Code, the Standards for Safety of Underwriters Laboratory, Inc., the Conformité Européenne, or the Canadian Standards Association, (ii) altered or repaired other than as authorized in writing by Eklipse Luminaire Architectural Inc., (iii) misused or abused, whether intentionally or not, including without limitation if the product is used at any time in an environment or operating range, or subjected to electrical values, in excess of those specified in the product’s performance specifications, (iv) damaged due to Acts of God, (v) used in violation of any applicable standard or code for use, such as, without limitation, those standards or codes of the Standards for Safety of Underwriters Laboratory, Inc., the Conformité Européenne, or the Canadian Standards Association, (vi) used other than as a stand-alone product (ie integrated into another lighting product) or (vii) damaged in transit or handling.

Eklipse Luminaire Architectural Inc. obligations under this limited warranty is limited to, at Eklipse Lighting’s option, either the repair or replacement of the product. If the product has been discontinued or is no longer available, “replacement of the product” shall mean a comparable product as determined by Eklipse Lighting.

EKLIPSE LIGHTING OBLIGATIONS UNDER THIS LIMITED WARRANTY DO NOT INCLUDE ANY OTHER COSTS OR EXPENSES, SUCH AS, WITHOUT LIMITATION, ANY COSTS OR EXPENSES OF REMOVAL OR REINSTALLATION WHATEVER THE CAUSE OR HOWEVER INCURRED OR IMPOSED (FOR EXAMPLE AND WITHOUT LIMITATION, LABOR COSTS OR EXPENSES, ADMINISTRATIVE COSTS, OR REQUIREMENTS OF LAW OR ANY GOVERNMENTAL AGENCY OR BODY).

In order to take advantage of this limited warranty, the Customer must return the allegedly defective product to Eklipse Lighting in accordance with the “Return” policy set forth below within the specified warranty time period. This limited warranty extends only to the Customer placing the order with Eklipse Lighting. In the event the Customer is authorized by Eklipse Lighting to resell products to end users (such purchasing end users are referred to herein as “End Users”), the limited warranty in these Standard Terms shall apply to all such sales as coming from Customer, and Customer shall handle all returns directly with such End User; provided, however, that Eklipse Lighting (not Customer) shall determine if (i) the Product breached the terms of its limited warranty and (ii) whether Eklipse Lighting’s obligation under such limited warranty shall be either the repair or replacement of the product.

THIRD PARTY WARRANTIES

WITH RESPECT TO NON-EKLIPSE PRODUCTS SOLD BY EKLIPSE LIGHTING, EKLIPSE LIGHTING DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

To the extent allowed, however, and if requested by Customer, Eklipse Lighting will make available to Customer the same warranties such as third parties make available to purchasers of its products.

EXCLUSION OF WARRANTIES

THE REMEDY SET FORTH ABOVE IN “LIMITED WARRANTY” SHALL CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY ACTUAL OR ALLEGED DEFECT OF ANY PRODUCT. THE LIMITED WARRANTY SET FORTH IN “LIMITED WARRANTY” IS IN LIEU OF, AND EKLIPSE EXPRESSLY DISCLAIMS AND CUSTOMER EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND
WHATSOEVER WITH RESPECT TO PRODUCTS WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE
OR MERCHANTABILITY. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY EKLIPSE LIGHTING, ITS AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EKLIPSE BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES (EVEN IF EKLIPSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PRODUCT OR PROVISION OF THESE STANDARD TERMS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR (II) AMOUNT WHICH EXCEEDS THE PURCHASE PRICE OF THE PRODUCT TO WHICH SUCH LIABILITY RELATES. THE CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL FACTOR IN THE DETERMINATION OF PRODUCT PURCHASE PRICE AND THAT ACCEPTANCE OF THIS LIMITATION OF LIABILITY BY IT IS A FAIR ALLOCATION OF RISK.

RETURNS

End Users (those purchasing product directly from Customers of Eklipse Lighting, and not from Eklipse Lighting) should direct all inquiries for returns to the Customer from whom the End User purchased product, and not Eklipse Lighting.

Customers wishing to return a Product must first contact Eklipse Lighting directly and obtain a Return Material Authorization (“RMA”) number. Customers may contact Eklipse Lighting Monday through Friday 9:00 a.m. to 5:00 p.m. by speaking to their Sales Representative at 514-590-0099 and stating the reason for the requested return.

If the reason for return is due to an alleged breach of the terms of the product’s limited warranty, Eklipse Lighting shall send a RMA form to be completed and included with the returned product. If the reason for return is due to other than an alleged breach of the terms of the product’s limited warranty, Eklipse Lighting may or may not issue a RMA, at Eklipse Lighting’s sole discretion; in such a case, Eklipse Lighting will not consider a return (i) beyond 90 days from original invoice date, or (ii) for products that are not in re-sellable condition (including, for example and without limitation, because the products were used in a manner or otherwise subjected to conditions that would otherwise void the limited warranty). In any case, if a Product is returned to Eklipse Lighting without a valid RMA number, delivery shall be refused and Customer shall be liable for all return shipping costs and charges, including, as applicable, all Taxes.

If a RMA number is issued, it is valid for only thirty (30) days. Products not returned to Eklipse Lighting within such timeframe shall not be eligible for any return, regardless of reason, and delivery shall be refused. If a RMA number is issued, Customer shall be responsible for all shipment costs and charges to Eklipse Lighting, including, as applicable, all Taxes. When returning a product to Eklipse Lighting, do not write on product box (including, without limitation, writing the RMA number or product description); doing so will result in a charge to cover any required replacements.

Whatever the reason a RMA number is issued, Customer shall bear sole risk for any product loss or damage while in transit. Under no circumstance Eklipse Lighting will accept delivery of a product without a valid RMA number.

RETURNS DUE TO ALLEGED PRODUCT DEFECT

If, upon inspection, Eklipse Lighting determines that a product has not breached the terms of its limited warranty, Eklipse Lighting shall return the product to Customer at Customer’s expense; if Customer does not pay such costs and charges and Taxes within 90 days of invoice, Eklipse Lighting shall be under no obligation to return the products to Customer, which shall become the property of Eklipse Lighting. If the product is delivered to Eklipse Lighting with missing or damaged parts or components, additional charges will result to cover any required replacements.

If, upon inspection, Eklipse Lighting determines in its sole discretion that a returned product is in re-sellable condition (for purposes of clarity and without limitation, a product will not be in re-sellable condition if used in a manner or otherwise subjected to conditions that would otherwise void the limited warranty) then Eklipse Lighting shall replace the product for a comparable product at Customer’s expense, provided that Customer prepays the shipping costs and charges and Taxes and pays Eklipse Lighting a restocking fee of 50% of the product price; if Customer does not pay such costs and charges and Taxes and fees within 90 days of invoice, Eklipse Lighting shall be under no obligation to return the products to Customer, which shall become the property of Eklipse Lighting. If the product is delivered to Eklipse Lighting with missing or damaged parts or components, additional charges will result to cover any required replacements.

RESALES

If Customer is authorized by Eklipse Lighting to resell Products to End Users, the terms of sale shall be these Standard Terms, and, unless otherwise provided for in these Standard Terms, all references to Eklipse Lighting shall instead be references to Customer and all references to Customer shall instead be references to such End User. Even if authorized by Eklipse to resell products to End Users, Customer may not (i) resell any product via the internet, (ii) resell products for integration into a third party’s lighting products, or (iii) remove or modify any Eklipse Lighting patent notices or trademarks from a product, its packaging, or its supporting materials.

INDEMNIFICATION

Customer will at all times defend, indemnify and hold harmless Eklipse Lighting and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, successors and assigns from and against any and all damages, injuries (including death), liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or related to third party claims, actions or demands arising out of or related to any (i) breach of any provision in these Standard Terms by Customer or End User or (ii) improper or negligent installation or use, or unauthorized repair, or integration into another lighting product, of a Product by Customer or End User (or its agents). Customer shall not settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim without Eklipse Lighting’s consent unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against Eklipse.

APPLICABLE LAW

These Standard Terms shall govern all sales by Eklipse Lighting; the law applicable to sales under these Standard Terms shall be the laws in force in the Province of Quebec, and any proceedings concerning the Standard Terms and/or to the relations between the parties shall be brought before the courts of competent jurisdiction in the judicial district of Montreal. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded and shall not apply. These Standard Terms have been drawn up in the English language at the express wish of the parties. La présente entente a été rédigée en anglais selon la volonté expresse des parties.

MISCELLANEOUS

If any of the provisions of these Standard Terms are deemed by a court of competent jurisdiction to be invalid or unenforceable in any respect, then, to the fullest extent permitted by applicable law, (a) all other provisions hereof such remain in full force and effect and (b) Eklipse and Customer agree to use their best efforts to negotiate a provision, in replacement of the provision held invalid or unenforceable, that is consistent with applicable law and accomplishes, as nearly as possible, the original intention of the Standard Terms. The waiver by Eklipse Lighting or Customer of a breach or a default of any provision of these Standard Terms by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. Waivers must be acknowledged in a manually signed writing. Nothing herein shall be construed to create a partnership, joint venture or agency relationship between Eklipse Lighting and Customer.