Terms & Conditions
1. DEFINITIONS:
2. TERMS OF PAYMENT:
Ship To
Bill To
PO#
Job Name or Number
Date Requested onsitecc
Ship Method and Preferred Carrier
Responsibility of Shipping Payment Clearly defined
Non-Inventoried Standard Items (Distributor Net):
- Prepay Check
- Prepay Credit Card
- COD
- Net 30 Terms OAC (On Approved Credit)
3. EXPEDITE ORDERS:
Purchase order that are produced in partial or whole under the standard product lead time(s)
(Refer to product lead-times to determine if you are categorized as EXPEDITE)
a) A fee up to 25% of the purchase order value will be charged for the expedite process
b) Expedited purchase orders are available If deemed possible by production – contact factory
c) All expedited purchase orders must be received clean by TIVOLI by 9:00 AM Pacific Standard Time
d) Expedite purchase orders received after 9:00 AM Pacific Standard Time may not ship rush or be available for same day will call
e) Will-Call purchase orders if expedited and placed for same day will-call, will be ready no earlier than 2:30 PM, and be available for pick up until 5:00PM same day If deemed possible by production – contact factory
4. PRICE AND QUOTATIONS:
a) Prices for standard, special or modified items must be issued in writing from TIVOLI and are firm for ninety (90) days. Purchase orders for standard, special or modified items received and acknowledged with this ninety (90) day period will be price protected for shipment within ninety (90) days from the date of the order. Extensions to this limitation may be issued and must be in writing with mutual agreement. Prices quoted by TIVOLI, on official quotations, will be fixed for a period of ninety (90) Days from the date printed on the quotation.
b) Only prices issued in writing in official quotations, authorized by TIVOLI may offer price protection for a different period other than the period specified in Section 6 (a) of this document.
c) Releases for shipments beyond the price protected period of ninety (90) days may be subject to a purchase order cancellation or a price increase of no less than the difference between the protected price and the price for the item published at the time of the lapse if the cause for delay or deferment is caused by the customer. These reasons include but are not limited to: Purchase order hold-for-release request beyond the ninety (90) day period, Failure to comply with payment terms, failure to comply with all terms and conditions set forth on the purchase agreement
(Invoice, Agreement, or Contract): changes or modification to product, packaging, freight, user manuals, labeling, and any other changes not in accordance with the original purchase agreement. Additionally, if the Factory price has changed due to any product changes, costs of materials increases general costs increases fluctuation of currency, or force majeure may affect the new adjusted price at the time of lapse.
d) Possession of a Price Sheet is not an entitlement to purchase at prices shown, and possession of a Price Sheet is not in itself an offer to sell.
e) Shipping estimates are only just that estimates. If the actual amount billed to Tivoli is greater than the amount charged to you by Tivoli, Tivoli reserves the right to invoice you for said additional amount.
5. PURCHASE ORDERS:
TIVOLI hereby gives notice of its objection to any different or additional terms and conditions other than as stated herein. Acceptance of a buyer’s order is expressly made conditional on the buyer’s assent to the terms and conditions set forth herein. Buyer’s acceptance of the provisions of the front and rear sides of the acknowledgment form shall be conclusively presumed if no written objection to the acknowledgment is received by TIVOLI within fifteen (15) days from the date on said acknowledgment. It is the buyer’s responsibility to communicate any objections directly to TIVOLI, not through its Representatives.
6. RETURNED GOODS:
a) All returned goods must be accompanied by a “Return Goods Authorization” (RGA) Packing List. Requests to return non-defective surplus material must be made within twenty-one (21) days from the date of shipment. Special, made-to-order or discontinued equipment is not subject to return. Merchandise must be returned in the original factory sealed cartons. All merchandise must reach TIVOLI in a perfectly saleable condition.
b) Authorized Returns must be made freight prepaid within fifteen (15) days of the date of issuance of the RGA. All merchandise returned is subject to inspection. Unsalable, damaged or improperly packaged merchandise will be credited at salvage value or returned to the buyer freight collect. Credit will be issued at price prevailing at time of shipment or time of return, whichever is lower, less 25% handling and restocking charge when accompanied by a new order, 50% without a replacement order, plus original outbound freight costs if incurred by TIVOLI.
RGAs@Tivoliusa.com
Note: Issuance of an RGA does not constitute an admission that the item is defective or is creditable.
c) Requests to return defective materials under warranty must be made no later than 15 days following the end of the warranty period if a RGA has been obtained prior to the last day of Warranty Term. It is the Customer’s responsibility for the return of defective materials. TIVOLI cannot and will not accept returns from anyone but the original purchaser. It will be at TIVOLI’s sole discretion to repair or replace defective warranty materials.
7. TAKE-OFFS / CAD WORK
Any CAD drawings, lighting layouts, take-offs, submittals, calculations, or other design-related materials (collectively, “Design Services”) provided by Tivoli Lighting are furnished solely in support of the evaluation, specification, and purchase of Tivoli Lighting products for a specific project.
All Design Services are the exclusive intellectual property of Tivoli Lighting and are licensed for single project use only in connection with Tivoli Lighting products. Design Services may not be copied, transferred, shared, reproduced, modified, or used, in whole or in part, for the purpose of pricing, bidding, value engineering, substitution, or procurement of products from any other manufacturer without Tivoli Lighting’s prior written consent.
Design Services are provided at no charge only when the project results in a bona fide purchase order for Tivoli Lighting products. If a project for which Design Services were provided does not result in an order, or if the Design Services are used in connection with a competing manufacturer, Tivoli Lighting reserves the right, at its sole discretion, to:
(a) invoice a design service fee commensurate with the time and resources expended.
(b) require pre-approval or advance payment for future design services, and/or
(c) limit or suspend future design support.
Unauthorized use of Design Services constitutes a material breach of these Terms and may result in applicable service charges and other remedies available to Tivoli Lighting.
Design Services shall not be considered “work made for hire” unless expressly agreed to in writing by Tivoli Lighting.
8. ORDER CANCELLATIONS:
Upon acceptance of a Purchase order and once Tivoli production has begun, a restocking fee of 25% of the order value may apply should the customer choose to cancel the order. Custom cut items are non-cancelable and non-returnable (NCNR).
9. SPECIAL ITEMS:
On special or modified products not listed in current published price list, TIVOLI reserves the right to sell only to the distributor, agent, or customer. Orders for special items are to be marked not cancelable or irrevocable. A Deposit of 50% of the total price for the special or modified item may be required on order and 50% balance to ship. There is a minimum billing of $1,000.00 per each “special” or “modified” line item on order. Replacements or re-orders shall be considered as new orders.
10. CUSTOM FEES:
a) Miter and Layout Fee $15.00 per cut unless specified otherwise on the purchase agreement and will be added to quotes as a line-item part # Miter.
11. SAMPLES:
TIVOLI will provide Representative, upon written purchase order, with a suitable and reasonable number of sales sample products and/or sample kits at pricing subject to TIVOLI’s sole discretion to maintain and enhance Representative’s sales activity. In most cases, samples will be free of charge. If a sample is shipped at a non-zero price and subject for a return, credit will be issued if it is returned in good and operational condition. Samples requested by Representative for clients’ use will be approved and provided solely at the discretion of TIVOLI. All product samples provided to the Representative are intended solely for sales demonstration purposes and remain the property of TIVOLI unless otherwise agreed in writing. Representative agrees that all samples must be actively used in support of sales efforts and must be returned in resalable condition within ninety (90) days of receipt unless:
i) the sample has been converted into a confirmed customer order, or
ii) written authorization has been granted by TIVOLI for extended retention
Any samples retained beyond ninety (90) days without conversion into qualifying sales meeting Tivoli’s annual sales goals may, at Tivoli’s discretion, be invoiced to the Representative at Tivoli’s standard sample cost, including applicable shipping charges. TIVOLI may also deduct any outstanding sample charges from future commission payments.
12. SHIPPING:
Once purchase order ship dates have been established, orders will be scheduled to meet or exceed the scheduled ship date. Any purchase order shipping exceptions requiring delay of established ship dates will be communicated to the customer prior to the scheduled ship date with updated information (as soon as information is available).
a) Standard
i) All standard domestic shipments are F.O.B. Factory, located in Irvine California, USA. Domestic freight will be prepaid by TIVOLI and charged to the customer
ii) The customer may provide their own shipping account number for domestic and international shipping if desired.
iii) International Shipping: TIVOLI default ship location for international orders are: FOB
b) Rush
i) The chosen shipping method must be 3-Day, 2-Day, or Next Day to qualify as RUSH at customers expense unless the destination is Tivoli’s UPS Zone 1
ii) A customer may provide their own shipping account number for domestic and international RUSH shipping if desired
14. STANDARD CONDITIONS OF SALES
a) Payment
i) Buyer shall make payment as specified herein and TIVOLI may hold shipment of delivery until such payment is made.
ii) TIVOLI reserves the right to charge interest and handling charges if buyer is delinquent in payment of invoice.
iii) If in the opinion of TIVOLI, the financial condition of the buyer becomes impaired or unsatisfactory, TIVOLI may at any time, limit or cancel the credit of buyer and may require from buyer pre-payment before delivery of all future deliveries. Approval of credit of one or more deliveries shall not be deemed a waiver hereof or a future guarantee of credit.
iv) If any shipment made in accordance with the buyer’s instructions is refused for whatever reason, the buyer shall be responsible for payment of such merchandise, in accordance with the terms of this agreement, as though such merchandise had been accepted at the time of original delivery. Buyer shall also be responsible for reasonable storage, handling and redelivery charges and shall pay charges as invoices are rendered.
vi) If the buyer notifies TIVOLI not to deliver merchandise after said merchandise has been produced in accordance with buyer’s instructions, then buyer shall pay reasonable storage charges until such merchandise is delivered and accepted.
b) Standard Free Freight Program
i) Orders $15,000.00 or more of product (excludes labor and overage) qualify for FREE GROUND FREIGHT within the continental United States and are subject to the conditions below:
ii) Your shipment does not require a 8-12’ pallet.
iii) Your shipment does not require a lift gate delivery.
iv) Your shipment does not require a specific transit time or a rush and whose method is at our discretion.
v) Your account must be in good standing “in term”
vi) Pricing is from the “at then” published price list.
vii) The Ship to address must be in the continental USA.
viii) The Ship to address must be a commercial address. If shipped to a non-commercial address, the cost for such additional costs will be assessed at 5% of the value of the goods on the order.
ix) Contain no clearance or discounted merchandise.
x) No split shipments on prepaid freight. The entire order must ship at one time. (Additional Freight will be billed if order is requested to be split shipment)
xi) If it is found that there is no loading dock and a second delivery attempt must be made and a lift gate charge is incurred or a residential fee is incurred, the actual cost and may be passed on to the purchaser.
xii) If air shipping is desired the difference between ground and air freight will be at the responsibility of the purchaser.
xiii) The customer may opt to use their Fedex or UPS account at the time of the transaction.
xiv) No COD orders will be accepted.
c) Packaging And Shipments
i) Method of packaging is at the TIVOLI’s option unless specified and mutually agreed upon on the purchase agreement.
ii) TIVOLI will use its own discretion in routing all shipments and reserves the right to select carrier and truck size. If any shipment made in accordance with buyer’s instructions shall incur additional labor or carrier costs, said costs shall be paid by the buyer as invoices are rendered.
iii) Shipment date mentioned on TIVOLI’s order acknowledgment, if any, is TIVOLI’s best approximation of the probable shipment date and shall not be deemed to represent a fixed or guaranteed shipment date. Shipment of the merchandise herein is subject to any and all delays due to any condition of happening whatsoever beyond TIVOLI’s control (Force Majeure).
iv) TIVOLI reserves the right to make shipment in installments unless otherwise expressly stipulated in writing on the purchase agreement or in another document signed by both parties. All such installments shall be separately invoiced and paid for when due, without regard to subsequent shipments. Delay in the shipment of any installment shall not relieve buyer of its obligation to accept remaining shipments.
v) TIVOLI does not quote shipping or freight charges. If such a quote is provided by an account manager, it is a rough estimate of the shipping or freight charges and is subject to increases or decreases depending on the actual shipping charges when billed. TIVOLI is not responsible for differences between any shipping or freight quote and actual charges billed. If you wish to estimate the shipping charges yourself online, dimensions of product shipping boxes and weights may be requested from your account manager.
d) Claims And Adjustments
i) The carrier accepts shipments covered by buyer’s order in good condition and quantity as noted on freight bills. Any claim for damage or shortage lies between the buyer and the carrier.
ii) Buyer is solely responsible for ensuring the conformance of delivered material to his/her order or governing specifications.
iii) It is the buyer’s responsibility or his/her designated consignee to check shipment carefully and note any visible damage or shortage on freight bill before signing to facilitate a possible claim against the carrier.
iv) Concealed loss or damage must be reported to carrier in writing immediately upon discovery, but not later than 72 hours after signing for shipment.
v) Buyer agrees not to return any merchandise to TIVOLI for any reason without prior written authorization. Any merchandise received without an RGA clearly printed on the box will be refused at the buyer’s expense.
vi) Claims for shipping errors or concealed shortages will be waived unless made in writing directly to TIVOLI, at its Home Office in Irvine, CA, within three (3) days after receipt of the merchandise.
vii) Where a return of merchandise is allowed, it must be authorized in writing by TIVOLI in accordance with Section 8 of this document. Failure to secure such authorization in advance will result in refusal by TIVOLI of such returned merchandise. (See Section 8)
vii) Credit Memos where notice of issuance was emailed and or mailed to the buyer as issued for returned merchandise must be used within the calendar year of issuance or will be deemed forfeited and Tivoli Lighting Inc. and no future recourse for said credit may be made by the purchaser.
e) Price
i) The prices shown in our listed Distributor Net Price list (DNP) are prices prevailing at the present time. Company reserves the right to change these prices at any future date. Unless otherwise specifically provided in writing, the order will be billed at prices prevailing at time of shipment.
ii) Additions to orders already processed shall be considered separate orders and shall be priced accordingly.
iii) Promotional prices using promo codes, unless specified otherwise do not qualify for free freight.
f) Specifications
i) Merchandise will be shipped in accordance with the standard styles, sizes and specification as described
in TIVOLI’s catalogs, specification sheets, or build of materials.
ii) In the event of a conflict between a customer’s written order and a TIVOLI drawing or specification sheet marked “Approved,” TIVOLI drawing or specifications sheet shall prevail.
iii) Every effort is made to avoid errors in catalogs, price sheets, specifications sheets and other data.
iv) TIVOLI will not accept responsibility of labor charge backs in connection with errors of measurements, prices, descriptions, etc.
v) Standard variations, if any, will not be covered by its acknowledgment as described in buyer’s purchase order.
vi) TIVOLI will not be bound by general or blanket instructions not contained within the buyer’s order. Each transaction must be accompanied by full instruction on the order itself.
vii) Errors in quoting by TIVOLI employees resulting in short shipments will still require payment if not paid for with the original order.
viii) Orders containing such phrases as “all materials to be supplied as per project plans and specifications,” etc. is subject to separate written acceptance by TIVOLI.
ix) Most units are listed, certified, or recognized. Please consult our specification sheets or website for appropriate listing on any specific unit. x) It is the buyer’s responsibility to ascertain the correct voltage and color temperature for each order, and to mark each order with this information. Some voltages or colors may cost more than other voltages and colors. When TIVOLI is requested to furnish catalog sheets for submittal; TIVOLI will furnish Standard Sheets unmarked. It is required by the buyer to mark up the submittal sheets.
g) General
i) All additions, deletions or other charges to an order are subject to the terms and conditions as specified above and must be submitted in writing.
ii) In the event of a conflict between the buyer’s terms and conditions and TIVOLI ‘s terms and conditions, the buyer, by virtue of the acceptance of shipment of merchandise ordered, acknowledges and agrees that the TIVOLI terms and conditions shall take precedence and shall apply.
iii) TIVOLI’s field representatives are independent sales contractors. They have no authority to assume or create any obligation, express or implied, nor do they have any authority to accept service or legal process on its behalf.
15. FORCE MAJEURE:
a) Neither party shall be in default hereunder by reason of its delay in performance of, or failure to perform, any of its obligations hereunder, if such delay or failure is caused by strikes of other labor disturbance, riots or other civil disturbance, fire, flood, interference by civil of military authorities, compliance with governmental laws, inability to secure necessary governmental priorities for material or any other fault beyond its control and without its fault and negligence.