SAGE BRANDS TERMS OF SERVICE

TERMS & CONDITIONS

PROPOSALS

Written proposals or quotations and pricing set forth therein are firm for no more than 30 days, unless a shorter or longer period of time is otherwise provided for in writing in the quote or proposal to which these Terms & Conditions are attached. SAGE may have price increases throughout the year which will be applied to all quotes as applicable. The specific proposal to which these Terms and Conditions are attached is based on SAGE’s interpretation of the information provided by Client to SAGE. If the actual requirements of Client differ from the quote or proposal, SAGE reserves the right to revise its proposal accordingly. Proposals are subject to re-negotiation if quantity, option, accessory or any other condition is changed from the original proposal. Unless otherwise indicated, proposal and quotation prices do not include freight, taxes, expedited or rush shipping or production fees, or other government charges, all of which shall be the responsibility of Client. Unless otherwise stated in a specific proposal, freight and shipping will be by ground carrier.

 

PLAN APPROVAL

All items and materials quoted are subject to approval by Client, in accordance with plans and specifications, not including any addenda unless otherwise stated. SAGE requires one (1) purchase order signed by Client to be sent to our offices before any order will be released for shipment. In the case of National Account agreements where prototypical bid documents represent the general configuration for multiple locations, one purchase order will be submitted for approval. Specific changes to the prototype will be addressed with individual approval, negating the requirement for the full approval process. SAGE makes no warranties or representations regarding any plans or specifications submitted by Client.

 

SPECIAL/CUSTOM ORDERS

Orders for special, custom, modified standard product or made-to-order products cannot be cancelled or returned, and SAGE may require upfront full or partial payment for such products.

 

LAMPS

Non-integral lamps not provided for any spec unless otherwise noted.

 

DELIVERY DATES/PERFORMANCE

SAGE shall not be responsible for any penalty charges that a project may incur for delays. Shipping dates are approximate and are based on conditions existing at the time of receipt of Client’s purchase order and full information from Client. SAGE shall not be liable or obligated to Client for failure to perform hereunder if, and to the extent that, such failure to perform is beyond SAGE’s reasonable control. Circumstances beyond SAGE’s control include, but are not limited to, LED chip and board manufacturing delays, strike, natural disaster, governmental priorities, or transportation shortages.

 

SHIPPING/CLAIMS

SAGE will not ship any products without a valid purchase order or proposal executed by Client. Subject to any security interest set forth in Section 8, title to the products and risk of loss of the products shall pass to Client upon delivery to a carrier or to Client’s truck (F.O.B. shipping point). Carrier routing will be at the discretion of the manufacturer unless Client otherwise directs in writing and assumes additional charges for special routing. Client or its consignee or other agent are responsible for inspecting products immediately upon receipt for any shortage, loss or damage and sign for any such discrepancies. Any such discrepancies must be reported to SAGE within five (5) business days after receipt so that SAGE may file necessary claim forms to obtain any proper credit for Client. To detect possible concealed damage, packages should be opened and fully inspected, and any damage reported to SAGE within seven (7) business days after receipt. This is necessary so that SAGE may file necessary claims to obtain proper credit for Client, if any. Client shall have no right of offset from any paid or outstanding invoices with respect to any claims made. SAGE will not be held responsible for replacing product if not informed within the aforementioned timeframes of receipt by client of such damage or loss to product or if the manufacturer of such product denies any claim for damages.

 

DEFECTIVE PRODUCTS OR MATERIALS

All defective products or materials are subject to, and contingent upon, SAGE’s terms and conditions. It is at the discretion of SAGE whether to repair, replace, or issue credit for any defective products. Any misuse or misapplication by Client may negate SAGE’s warranty or cut off any responsibility of SAGE to repair or replace products. Replacements or repairs for defective products may be furnished to Client as additional materials to the project and invoiced accordingly. Credit for defective products will be applied to Client only after SAGE has received and examined such materials. Shipping and handling for defective products or materials are subject to and contingent upon SAGE terms and conditions.

 

RETURNS/CANCELLATIONS

All returns, or cancellations are subject to, and contingent upon, SAGE’s sole discretion. Returns will only be accepted for processing if SAGE issues a Return Goods Authorization (“RGA”). Any request for an RGA must be made within seven (7) days of delivery. As set forth in Paragraph 3 above, custom orders or modified standard product are not returnable and may not be cancelled. Returned merchandise must be in its original factory carton and in new and salable condition. Credit for returned products or merchandise is subject to inspection of products by SAGE. Returns or cancellations shall be subject to applicable cancellations fees, freight, handling and/or restocking charges per SAGE’s discretion. Any restocking fees will be billed against any amount credited for returns.

 

PAYMENT/TERMINATION OR SUSPENSION OF SERVICES

Unless otherwise stated, payment is due based on terms listed. If payment is not received in accordance with the provided terms SAGE reserves the right to hold all orders associated with the Customer’s account until payment is received. All invoices not paid within terms indicated on the invoice shall be subject to a 18% interest compounded annually and additionally a late fee of 1% of remaining balance per day. SAGE is entitled to recover, and the Client shall pay, all costs, expenses, and legal fees (including the fees of attorneys and persons not admitted to the bar performing services under the supervision of an attorney) incurred by the Seller in enforcing this Agreement. SAGE shall be excused from further performance under any agreement with Client if payment of any invoice is overdue. All trade discounts may be canceled if Client’s account is delinquent, and Client shall be liable for the full retail prices. In its sole discretion, SAGE may require cash payment in advance and/or other credit enhancements, including deposits. Payment by credit card requires prior written authorization and may incur additional processing charges or service fees. Unless otherwise stated, credit card purchases will be billed in full prior to release of shipments. If, at any time, SAGE’s services are terminated or suspended, SAGE shall be entitled to full payment for work performed and materials provided through the termination date. If SAGE’s services on a project are resumed after more than two months (60 days) of suspension, SAGE reserves the right to review and renegotiate project costs and services.