Terms & Conditions

1.1 Definition. E2 Lighting’s acceptance of orders and offers of sale is subject to and expressly conditioned upon the Buyer’s acceptance of the Terms and Conditions outlined in this Agreement. Under no circumstances shall E2 Lighting’s acceptance of an order, or the Buyer’s acceptance of E2 Lighting’s offer to sell, establish terms and conditions different from those outlined in this Agreement unless previously expressed in writing and duly executed by both parties.

1.2 Proposed Terms and Conditions. E2 Lighting’s commencement of production or shipment of an order to the Buyer does not constitute acceptance of any terms and conditions proposed by the Buyer that differ from those outlined in this Agreement. The Buyer’s acceptance of products or services from E2 Lighting pursuant to this Agreement shall be deemed acceptance of these Terms and Conditions.

2.1 Definition. All prices shall be based on E2 Lighting’s price sheet, which must be obtained directly from an E2 Lighting representative at the time of order.

2.2 Exclusions. Prices stated in this Agreement and all subsequent price sheets do not include shipping, transportation, or insurance costs; use, excise, state, duty, or similar taxes; or assessments imposed by any jurisdiction.

2.3 Shipping. All applicable shipping costs shall be borne by the Buyer.

2.4 Taxes. All applicable taxes and duties, including customs charges and assessments imposed by any jurisdiction, shall be borne by the Buyer.

2.5 Insurance. The Buyer is solely responsible for selecting insurance coverage during shipment. E2 Lighting shall be indemnified from any damage or loss incurred during shipment beginning when the Products are removed from E2 Lighting’s property.

2.6 Reimbursement. Any amount paid by E2 Lighting that is the responsibility of the Buyer shall be invoiced by E2 Lighting and reimbursed by the Buyer.

2.7 Errors. All prices and other terms are subject to correction for typographical and clerical errors.

2.8 Pricing Changes. E2 Lighting’s price list is subject to change at any time upon thirty (30) days’ prior written notice to the Buyer. Changes shall apply to orders placed after the thirty-day notice period.

3.1 Currency. All payments and invoices shall be in U.S. dollars.

3.2 Terms. The Buyer shall pay a 50% deposit at the time of order. Production shall not commence until E2 Lighting receives this deposit. The remaining 50% is due before shipment, and E2 Lighting shall not release the Products until payment is received in full.

3.3 Payment Delays. In the event of delayed payment, E2 Lighting reserves the right to place the Buyer’s orders on hold until the outstanding balance is resolved.

3.4 Exceptions. E2 Lighting, at its sole discretion, may extend credit to the Buyer under terms and interest rates established by E2 Lighting.

4.1 Definition. Delivery is deemed to have occurred when the Products leave E2 Lighting’s manufacturing facility and are delivered to the transportation company.

4.2 Shipping Location. Unless otherwise specified in writing by E2 Lighting, all orders and Products shall be shipped from E2 Lighting’s manufacturing facility or inventory and distribution hubs to the location designated by the Buyer.

4.3 Costs. Unless otherwise specified and agreed to in writing by E2 Lighting, all transportation expenses, including insurance against loss or damage in transit, shall be borne by the Buyer.

4.4 Insurance. At the Buyer’s written request, E2 Lighting may obtain insurance for a shipment of Products on the Buyer’s behalf, and the related expense shall be borne by the Buyer.

4.5 Indemnity. All risk of loss or damage to the Products passes to the Buyer upon E2 Lighting’s delivery of the Products to the transportation company. Damage, confiscation, or loss does not release the Buyer from liability to E2 Lighting. E2 Lighting is under no obligation to reimburse the Buyer or replace Products that are lost, confiscated, or damaged during shipment.

5.1 Definition. For purposes of this Agreement, “Performance” includes, without limitation, all applicable fabrication, assembly, shipment, delivery, installation, testing, and warranty repair.

5.2 Effort. E2 Lighting shall make reasonable efforts to meet the dates specified in this Agreement or later dates agreed upon by the Buyer and E2 Lighting for delivery of the Products.

5.3 Liability. E2 Lighting shall not be liable for delay in delivery or failure to perform due to acceptance of prior orders; fire; acts of God; war; delays caused by subcontractors, suppliers, or the Buyer; compliance with state, federal, or international laws, regulations, orders, or directions; or any circumstance beyond its reasonable control.

5.4 Indemnity and Termination. The Buyer agrees that a delay or failure to perform arising from the circumstances listed in Section 5.3 shall not be grounds to terminate or refuse acceptance of an order, and no penalty shall be imposed on E2 Lighting. However, if the delay or failure continues for more than three (3) months, either party may terminate this Agreement in writing without further liability.

6.1 Definition. All Products delivered shall be deemed accepted by the Buyer and in conformity with the provisions of this Agreement. The Buyer shall have no right to revoke acceptance.

7.1 Default. The Buyer shall be deemed in default if the Buyer fails to pay any sum due under this Agreement, cancels or attempts to cancel this Agreement before delivery, or refuses delivery of the Products.

7.2 Penalty. If the Buyer is deemed in default under Section 7.1, E2 Lighting may, upon written notice, suspend performance and/or withhold shipments.

8.1 Licensing. The sale of Products under this Agreement does not convey, expressly or by implication, any license or right under any patent, trademark, or other intellectual property right controlled or owned by E2 Lighting. All such rights are reserved by E2 Lighting. The Buyer agrees not to infringe, directly or indirectly, upon E2 Lighting’s intellectual property rights, patents, or trademarks.

8.2 Litigation. The Buyer must notify E2 Lighting of any alleged infringement of patent or intellectual property rights relating to E2 Lighting’s specifications. E2 Lighting shall defend suits or proceedings concerning such alleged infringement and is under no obligation to disclose the terms of any settlement to the Buyer.

8.3 Liability. E2 Lighting shall not be liable and shall be held harmless against expenses, costs, or damages resulting from any claimed infringement of patents, trademarks, or other intellectual property rights arising from Products created according to the Buyer’s design, specifications, or instructions.

9.1 Definition. E2 Lighting warrants that purchased Products shall perform in accordance with the individual warranties and limitations applicable to each Product at the time of purchase.

9.2 Limitation. By accepting this Agreement, the Buyer acknowledges that it has reviewed and accepted the warranties applicable at the time of purchase. These warranties are accepted in lieu of all other warranties, express or implied, without limitation.

10.1 Definition. E2 Lighting’s aggregate liability, whether in damages or otherwise, shall in no event exceed the amount received by E2 Lighting for the order giving rise to the claim. E2 Lighting shall not be liable for any incidental, consequential, or special loss or damage, however caused. No action of any kind may be brought against E2 Lighting by the Buyer more than six (6) months after the cause of action occurred.

11.1 Export Control. Export of the Products may be subject to United States and international laws and regulations concerning certain products and destinations. E2 Lighting is not obligated to export, transfer, or deliver Products if prohibited by applicable law or until required governmental authorization is obtained. E2 Lighting shall not be liable for expenses, damages, or delays resulting from such laws or a failure to obtain authorization.

11.2 Government Regulations. If Products purchased from E2 Lighting are used in connection with a government contract or subcontract, no government requirement shall bind E2 Lighting unless specifically accepted in writing.

11.3 Entire Agreement, Waiver, and Amendment. This Agreement contains the entire understanding between the parties and supersedes all prior written or oral understandings or agreements concerning its subject matter. Any waiver or amendment must be made in writing and agreed to by the parties.

11.4 Unenforceability. The provisions of this Agreement are severable. If a provision is held unenforceable by a judicial decision directly binding upon a party, the remaining provisions shall remain in full force and effect.

11.5 Assignment. The Buyer shall not assign or transfer any right or claim under this Agreement. Any attempted assignment shall be void. This Agreement shall bind and benefit E2 Lighting’s successors.

11.6 Applicable Law. This Agreement shall be governed by and construed under the laws of the State of Nevada and shall take effect as a sealed instrument.