Terms & Conditions
Fulham Co, Inc. Terms and Conditions of Sale
Revised June 19, 2017
Payment terms on all Fulham Co, Inc. (“Fulham”) shipped products and services to the applicable customer (“Customer” or “you”) are net 30 days from date of invoice.
FREIGHT ALLOWANCE (Distributors)
Except as otherwise expressly agreed by Fulham, all distributor shipments are EXW Fulham’s dock (Incoterms 2010). 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)
Except as otherwise expressly agreed by Fulham, all OEM shipments are EXW Fulham’s dock (Incoterms 2010). 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 Fulham’s discretion. Fulham will ship in a manner specified by the Customer provided the Customer assumes any additional transportation costs.
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.
Fulham reserves the right to optimize packaging at Fulham’s discretion. Some products may only be available in bulk package multiples or case quantities. All lamps must be ordered in full case quantities.
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. 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 Fulham’s 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 shipped from Fulham at a date 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.
COMPLIANCE WITH REGULATIONS
While Fulham strives to develop its products for operation in as many regions and states as practical, its products may or may not adhere to local or state regulations for specific building codes or energy regulation or other applicable laws or rules. As between Customer and Fulham, Customer is solely responsible for ensuring that the products it purchases from Fulham and the manner in which those products are installed and used are in compliance with all federal, state, and local laws, codes, rules, and other regulations, including the applicability of any available exemptions.
Fulham warrants all products sold to be free from defect in manufacturing, under normal and proper storage, installation, and use. The full terms of the Fulham Limited Warranty are updated periodically and published on Fulham’s website. Fulham’s 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 then-current 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).
Fulham price sheets are not offers to sell, and possession of a price sheet does not entitle Customer 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 Fulham’s 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 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.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of conflict of laws principles that would result in the application of the laws of another jurisdiction. In the event of any dispute arising out of these terms, any United States or State Courts 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. The parties acknowledge that this agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
ARBITRATION OF DISPUTES
Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be Los Angeles, California. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
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.
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.