General Terms and Conditions of Sale

Order Acceptance

• Ligman Lighting USA (also referred to herein as the “Company”) offers to sell and deliver luminaries, poles, and mounting hardware products (“Lighting Products”) in accordance with the terms and conditions stated herein.
• Ligman Lighting USA may, in its sole discretion, accept or reject any order. By way of accepting an order from a customer (“Buyer”), Ligman Lighting USA rejects any additional or alternative terms unless mutually agreed upon in writing by both parties.
• Ligman Lighting USA reserves the right to reject orders that are missing necessary information or that contain conflicting or incorrect information. Examples of incomplete orders include, but are not limited to, orders that do not contain accurate pricing, shipping terms, product part numbers, quantities, project name information, commission levels, or include discontinued products.
• Orders will be considered accepted upon Ligman Lighting USA’s issuance of an order confirmation notification (“Order Confirmation”). If Ligman Lighting USA is unable to issue an Order Confirmation, the Company may make a commercially reasonable effort to obtain the information needed to confirm the order. After 30 days, if a received order cannot be confirmed, it will be entered as a Hold-For-Release (“HFR”). See HFR details below.
• Upon order acceptance, Ligman Lighting USA will issue an Estimated Ship Date (“ESD”) that reflects the Company’s current lead times. o ESD and lead times are estimates only and actual delivery dates may fluctuate due to external factors outside of Ligman Lighting USA’s control. o Twice per year, in December and April, the Ligman Lighting USA factory is shut down for 2 weeks for holidays, maintenance, and repairs, which may add an additional 2-4 weeks of lead time to fulfill orders during that time. Ligman Lighting USA will communicate shut down times within a commercially reasonable time.
• Accepted changes to confirmed orders may be made within 2 business days (48 hours) of issuance of the Order Confirmation without any fees. Changes made after such 2 day periods, that have not been released to production, may incur up to a 30% change fee of the order value.
• Accepted or required changes to confirmed orders that are in production may incur additional charges up to a total of 100% and may impact lead times.
• Accepted or required changes to orders containing modified or customized products that require additional engineering review and updated drawings, may incur additional charges and may impact ESD and lead times.
• Hold-for-Release orders will be accepted and held for up to 12 months unless an additional 12- month extension is requested and granted in writing. All expired HFR orders will be considered null and void. Manufacturing will begin only upon confirmation of a released purchase order with updated pricing. For the avoidance of doubt, HFR orders do not automatically extend expiration date of quoted prices, nor are they released to production. Released POs will only be entered with updated pricing. Order Confirmation will be sent with updated lead-time.

New Accounts and Payment Terms

• Ligman Lighting USA may extend credit to qualified distributors and customers who complete an application and meet the minimum creditworthiness requirements.
• Upon credit approval, standard payment terms are Net 30 days after the date of invoice.
• Invoices that are past due are subject to a 1.5% monthly service charge. Buyer shall reimburse Ligman Lighting USA for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
• Account restrictions, such as credit limits or modified payment terms, may be required to place orders until credit worthiness meets satisfactory levels.
• Ligman Lighting USA reserves the right in its sole discretion to suspend or cancel account(s) due to lack of transaction activity, missed or late payments, or non-conformance with these Terms and Conditions. Suspended or canceled accounts may result in the cancellation or delay of all existing orders, at Ligman Lighting USA’s discretion.

Prices

• Quotations issued for products will be valid for 30 days, unless otherwise stated in writing.
• All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes. Pricing will include standard configuration options and standard product lead times.
• Modified or custom products will be quoted only after engineering/technical review and will include modified or custom product lead times.
• Custom RAL paint and MicroPRIM™ (formerly known as Inspired by Nature) finishes will include a flat one-time s‍et-up fee in addition to per unit charges.
• Pricing is Ex Works Hillsboro, OR and does not include freight, transportation, shipping, or logistics charges.
• Upon request, estimated ground freight will be quoted and such quote will be valid for 30 days.
• Upon request, products may also be air expedited from Ligman’s factory in Thailand to the Ligman Lighting USA factory for an additional fee to reduce original quoted lead time by an estimated 5 weeks. Estimated pricing for air expedited shipping is valid for 7 days. Air expedite fees do not include ground or air freight from the local factory in Hillsboro, Oregon to the final shipping destination. Poles and Columns cannot be air expedited.
• All Ligman Lighting USA products are available for purchase as samples through Ligman’s local contracted Manufacturer’s Representative. Ligman Lighting USA reserves the right to reject sample orders at any time and for any reason.

Freight and Transportation

• All sales are Ex Works Hillsboro, Oregon, unless otherwise agreed to in writing.
• Ligman Lighting USA does not have a freight allowed policy.
• Freight services may be purchased from Ligman Lighting USA as Pre-pay and Add. Ligman will coordinate shipping, pay for the freight and include the freight charge on a per-delivery basis.
• Buyer may arrange for pick-up of the product at Ligman Lighting USA and assumes all costs and logistics coordination responsibilities for such arrangements.
• Buyer assumes title of product upon delivery to the common carrier.
• Ligman Lighting USA is not responsible for any charges associated with incorrect or incomplete delivery address information provided.
• Ligman Lighting USA will not be responsible for any additional charges such as, but not limited to, refusal to unload products, rerouted shipments, missed delivery, or rejected delivery.

Cancellations and Returns

• Orders may be canceled up to 48 hours after confirmation with no penalty. After 48 hours, cancellations may be authorized for a cancellation fee if the order has not been released for production. If the order has been released for production, order cancellation requests after 48 hours cannot be honored unless written approval is given and will incur up to a 100% restocking fee.
• Returns will only be accepted with a valid RMA claim. See Warranty section for details.
• Any authorized partial release of an order will be shipped separately from remaining order items and will be invoiced at the time of shipment and are not eligible for return.
• Ligman Lighting USA is not responsible for products ordered, shipped, and/or delivered that were not specified correctly at the time of order.

Product Specifications and Information

• Product designs are subject to change with advancements in manufacturing and technology and such changes may result in updated products performing differently than previously installed products. Newly ordered products that are specified to match previously ordered/installed products may not conform aesthetically or performance wise. Check with Ligman Lighting USA for most recent specifications and cut sheets prior to ordering
• Ligman Lighting USA will from time to time delist or discontinue certain products without prior notification. Please check with Ligman Lighting USA for up-to-date product availability and recommended substitutions for any unavailable products.
• Ligman Lighting USA may provide drawings, layouts and renderings indicating product design and performance. However, it is the responsibility of the Buyer to ensure products conform to the project requirements.
• Ligman Lighting USA provides products that comply with ETL certification requirements (per UL 1598 standards for lumnairies as applicable) in the USA and Canada at the time of production.

Confidentiality
All pricing, drawings, plans, disclosures, specifications, patterns or technical or business information furnished at any time by Ligman Lighting USA shall remain the sole property of Ligman Lighting USA. Buyer shall hold all such information in strict confidence, shall not use or divulge to any person or entity any such confidential information, and any and all copies of such confidential information shall be returned to Ligman Lighting USA promptly upon request.

Intellectual Property Rights
The sale of Lighting Products does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Ligman Lighting USA. Buyer shall not infringe, directly or indirectly, any patents of Ligman Lighting USA or its affiliates through any combination or system incorporating a Lighting Product sold hereunder. In the event that a Lighting Product is made or modified in accordance with Buyer’s drawings, samples, manufacturing specifications, or the like, Buyer agrees to indemnify, defend and hold Ligman Lighting USA harmless from any and all damages, costs and expenses (including attorney’s fees) related to any claim of patent infringement arising from such manufacture or modification. Buyer agrees, at Ligman Lighting USA’s sole discretion, to undertake the defense of such suit at its own expense.

Conflict Resolution
To the fullest extent permitted under applicable law, any disputes arising out of or in connection with these Terms and Conditions (“Disputes”) will be governed by the laws of the State of Oregon, excluding conflicts of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts located in Multnomah County, Oregon, will have exclusive jurisdiction over any Disputes. Each party agrees to bring any Dispute only in its individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or multi- plaintiff proceeding. The parties expressly waive any right to bring, join, or participate in a class
action or to seek class action status. Any claim that all or part of this class action waiver is unenforceable shall not affect the validity of the remaining portions of these Terms and Conditions. If any provision of these Terms and Conditions is unlawful, void or unenforceable, that provision will be deemed severable and will not affect any remaining provisions.

Miscellaneous
These General Terms and Conditions of Sale (“General Terms” or “Agreement”) comprise the entire agreement between the parties, and – except for mutually agreed upon terms that reference these General Terms – supersede all prior agreements, negotiations, representations and communications, both written and oral. The General Terms supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms.

Ligman Lighting USA expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these General Terms. Each Buyer shall be liable for its own compliance with any and all laws, rules and regulations applicable to the performance of its obligations hereunder, including, but not limited to: i) the actions of its employees and the conduct and operation of its business, ii) the laws and regulations governing data privacy and the protection of personally identifiable information, and iii) compliance with all applicable anti-corruption laws and regulations, including, but not limited to the False Claims Act (or successor legislation) and the Foreign Corrupt Practices Act (or successor legislation).

Ligman Lighting USA shall not be liable or responsible to the Buyer or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from Force Majeure, which is defined as all events, circumstances or causes which are beyond the reasonable control of Ligman, such as, but not limited to, natural disasters, strikes, lock-out, actions or restrictions imposed by governmental authorities, wars, threats of war, hostilities, lack of means of transport or supply sources, significant changes in tariffs, revolutions, riots, epidemics, fire, and flood. Buyer shall not assign its rights or delegate its duties hereunder or any interest therein or any rights hereunder without the prior written consent of Ligman Lighting USA, and any assignment without such consent shall be void.

IN NO EVENT SHALL THE COMPANY, ANY AFFILIATE OF THE COMPANY OR THEIR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OR TERMINATION OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Warranty
Please visit Ligman Lighting USA’s website at https://www.ligmanlightingusa.com/ten-year-warranty
or contact Ligman Lighting USA for warranty information.