Terms & Conditions

Fulham Company, Inc. Terms and Conditions of Sale

Revised September 1, 2010

TERMS
Payment terms on all Fulham Company, Inc (Fulham) shipped products and services to Customer are net 30 days from date of invoice.

FREIGHT ALLOWANCE (Distributors)
All distributor shipments are F.O.B. Fulham Company, Inc., Hawthorne, CA. All continental USA orders having a distributor price of $1,000 or more for one shipment qualify for free ground freight allowance. Orders to Alaska and Hawaii of $2,000 or more for one shipment qualify for free freight allowance. All orders having a distributor price less than $1,000 will be assessed freight and handling charges. All Fulham products may be combined on a single order to qualify for free freight allowance. For shipments outside the continental United States, contact Fulham customer service (“Customer Service”) for applicable terms & conditions.

FREIGHT ALLOWANCE (OEM’s)
All OEM shipments are F.O.B. Fulham Company, Inc., Hawthorne, CA. All OEM Shipments will be coordinated with the Customer and all freight costs will be borne by the Customer unless otherwise specifically agreed to in writing.

FREIGHT ALLOWANCE (All shipments)
For all orders that qualify for free freight allowance, Fulham reserves the right to select the carrier and to route shipments at our discretion. Fulham will ship in a manner specified by the Customer provided the Customer assumes any additional transportation costs.

TRANSPORTATION CLAIMS
Fulham products are tested for mechanical defects prior to shipping. Transportation companies (“Carrier”) are responsible for inspecting packaging at time of shipment and assume responsibility for both apparent and concealed damages sustained by improper handling. Title passes to Customer upon delivery by Fulham to the Carrier, and all claims for damages or shortages in transit shall be made by the Customer with the delivering Carrier.

PACKAGING
Fulham reserves the right to optimize packaging at our discretion. Some products may only be available in bulk package multiples or case quantities. All lamps must be ordered in full case quantities.

PRICES
Prices are subject to change without notice. In the event of a price increase, all accepted orders on hand will be filled at the lower prices provided such orders are released for shipping prior to the effective date of the price increase. If the orders are not released for shipment prior to the price increase date, the orders will be billed at prices in effect at the time of shipment. Special quoted orders that cannot be released for shipping prior to the price increase may be subject to an increase in price. Minimum billing for all product or parts orders is $50 net. A $10 fee will apply for all orders below $50 plus transportation costs. A $10 service fee will apply to all drop ship orders.

RETURN OF STOCK MERCHANDISE
No merchandise may be returned without prior written authorization from Customer Service. Requests to return merchandise must be made within three (3) months from date of shipment by Fulham. All returns must be shipped prepaid to the location designated on the return authorization. Credit will be issued based on the original invoice price, or price in effect at time of return, whichever is lower, less a minimum disposition charge of 25% (to defray our cost of handling). Credit will not be issued for the outbound freight of the original product shipment. All returned product must be in salable condition in order to qualify for credit. Salable condition means that the product must be in the original carton, be unused and must be received undamaged and in good condition for resale. Returned products will be received by Fulham’s Quality Control Department for inspection and testing to confirm that they are undamaged, unaltered and in good working condition. Credit will be based on the ability to resale the product as determined by Fulham’s Quality Control Department.

NON RETURNABLE MERCHANDISE

Non-stock, special, custom made and modified products are not returnable. In addition, the following products will not be accepted for return:
a. Obsolete or discontinued products
b. Products damaged, altered, or modified in the field
c. Products older than 12 months
d. Made to order products
e. Products for a specific program which cannot be used for another application

ORDER CANCELLATION OR MODIFICATION
Orders for stocked items may be cancelled prior to shipment without charge. All other orders or blanket orders may not be cancelled unless Fulham is reimbursed by Customer for work already performed and for special material purchased. Changes or modifications to a blanket order are not allowed unless the Customer obtains pre-approval from Customer Service. This includes changes to blanket order release dates by more than 30 days. If an order is cancelled after shipment or if delivery is refused at destination, all warehousing, delivery, disposition and return costs will be charged to Customer.

LIMITED WARRANTY
Fulham warrants all products sold to be free from defect in manufacturing, under normal and proper storage, installation, and use. The Fulham Limited Warranty is updated annually and published in our catalog and on our website. Our liability extends only to the repair or replacement of the defective products, and no labor charges for correction of the defect by repair or replacement will be paid by Fulham unless prior written authority has been granted by the Fulham Warranty Department. Fulham shall not be liable for damages that result from deliveries that do not occur within a Customer’s specified time frame or for any delay or default in delivering products where occasioned by any cause beyond the control of Fulham, including without limitation embargoes; shortages of labor, raw materials, or fuel; fires; floods; accidents; acts of war; or other similar causes.

LIMITATION OF LIABILITY
The Fulham Limited Warranty provides the Customer’s sole and exclusive remedy relating to Fulham products. The total liability of Fulham on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with, or resulting from, Fulham’s performance or breach of the foregoing limited warranty or from Fulham’s sale, delivery, repair, or replacement of any products, or the furnishing of any services, shall in no event exceed the purchase price allocable to the specific product which gives rise to the claim, and any and all such liability shall terminate upon the expiration of the limited warranty set forth above. IN NO EVENT SHALL FULHAM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, AND/OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY).

GENERAL
Fulham price sheets are not offers to sell, and possession of a price sheet does not entitle one to purchase products. Fulham shall not be bound to sell any products unless it shall (in its sole discretion) accept submitted purchase orders. Specifications are subject to change without notice; consult Customer Service for verification. The compliance of our product to individual project specifications and the approval for their use is not warranted by Fulham. If Customer does not pay the purchase price within the time periods set forth above, Fulham reserves the right to assess a finance charge on any unpaid, past due balance up to the maximum legal rate. If any amount due Fulham is collected by, or attempted to be collected through an attorney at law, Fulham shall be entitled to recover all collection expenses, including attorney’s fees.

ACCEPTANCE
Acceptance of orders can be made only by Customer Service in Fulham’s Hawthorne, CA offices on the basis of these terms and conditions of sale. Fulham will not accept orders that require Customer furnished components.

GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict of laws principles. In the event of any dispute arising out of this agreement, any United States or State Court located in Los Angeles County, California shall have personal jurisdiction and venue of the parties and delivery of process in any such dispute by a recognized overnight commercial courier service and telefacsimile to the last known business address of Customer or Fulham shall be deemed sufficient to confer personal jurisdiction on any of said courts. The parties hereby waive any claims of right to a jury trial or forum non conveniens or rights to transfer to another judicial district outside of California. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

ARBITRATION OF DISPUTES
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT ANY DISPUTE OR CLAIM IN LAW OR EQUITY ARISING BETWEEN THEM OUT OF THIS AGREEMENT, OR ANY RESULTING TRANSACTION SHALL BE DECIDED BY NEUTRAL ARBITRATION WHICH SHALL BE FINAL AND BINDING ON THE PARTIES HERETO. ARBITRATION SHALL TAKE PLACE IN LOS ANGELES, CALIFORNIA AND SHALL BE ADMINISTERED BY ONE ARBITRATOR ONLY WHO SHALL BE A RETIRED JUDGE OR JUSTICE EMPLOYED BY OR AFFILIATED WITH THE ADR DISPUTE RESOLUTION SERVICES (“ADR”) UNLESS THE PARTIES MUTUALLY AGREE TO A DIFFERENT ARBITRATOR, WHO SHALL RENDER AN AWARD IN ACCORDANCE WITH SUBSTANTIVE CALIFORNIA LAW. IN ALL OTHER RESPECTS THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE ADR’S COMMERCIAL ARBITRATION RULES, THEN IN EFFECT. THE PREVAILING PARTY IN THE ARBITRATION SHALL BE ENTITLED TO AN AWARD OF ITS REASONABLE ATTORNEYS FEES AND COSTS. JUDGMENT ON THE AWARD OF THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.

SEVERABILITY
Should any part, term or provision of this Agreement be declared by a court, or other tribunal, of competent jurisdiction to be invalid, void, or unenforceable at law or in equity, it is the express intention of the parties hereto that such part, term, or provision shall be construed in such manner as to provide for the enforcement thereof to the maximum extent and in the broadest scope permitted under law, and all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired, or affected thereby.

ENTIRE AGREEMENT:
Except as expressly agreed in writing and signed by a corporate officer of Fulham, the terms and conditions stated above shall constitute the entire sales agreement between Fulham and the Customer. Any contrary or additional terms or conditions submitted by the Customer (other than the description of the products being ordered and the requested quantities, shipping date, and shipping location contained in Customer’s purchase order) shall be deemed to be of no force or effect and are hereby rejected. Customer’s submission of a purchase order shall indicate Customer’s acknowledgment of; and agreement with these Terms and Conditions.

Fulham reserves the right to change these Terms and Conditions of Sale without notice.

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