BlackJack Lighting Sales Terms & Conditions

This document details the Terms & Conditions for Blackjack Lighting LLC, along with its affiliated parties (collectively, "Blackjack" or “BLL”). All products sold by BLL (the “Products”) are governed by these Terms and Conditions. A purchase order for Products submitted by any customer (“Buyer”) to BLL or appointed sales agencies constitutes acceptance of these Terms and Conditions. Buyer’s acceptance of the Terms and Conditions will be presumed upon Buyer’s submittal of a purchase order. These Terms and Conditions supersede all previous versions and constitute the entire agreement between BLL and the Buyer.

Pricing & Quotations

• • Contact your local sales representative or Blackjack customer service for the current price list or pricing for specific items. All prices are subject to change or   correction without notice and do not include shipping, handling, taxes or installation.
• • For quotations, please email sales@blackjacklighting.com or call (847) 941-0588. Quotations are governed by the additional terms specified thereon.

Payment Terms & Policies

• • Buyers must review Blackjack’s Sales Terms and Conditions for their account to be opened. A signed acknowledgement of these Terms and Conditions is    requested, although it is optional as Buyer’s acceptance of BLL’s Sales Terms and Conditions is presumed upon submittal of a purchase order.
• • Buyers must send Blackjack their Blanket Certificate of Resale, which must contain a valid sales tax exemption number for the Buyer’s respective state.   Purchase orders will not be processed until these completed forms have been received and approved by Blackjack.
• • Payment terms up to net thirty (30) from invoice date are available for approved Buyers for certain Product. All credit terms are subject to credit review.   Buyers will be on pre-pay (payment in advance) terms until they are granted terms.
• • The Buyer’s credit limit will be determined at the time credit terms are granted and may be subject to change.
• • To establish and/ or continue credit terms, Buyer must complete and sign Blackjack’s Credit Application and agree to submit additional financial information   as may be reasonably requested by Blackjack. Blackjack, at any time, may change credit limits or cease credit to a Buyer.
• • All payments can be sent via email or mailed to the “Remit To” address indicated on the invoice.
• • Blackjack accepts the following forms of payment:
•   o  Corporate check (scanned checks via email can be accepted);
•   o  ACH transfers;
•   o  Credit cards – Visa, MasterCard, American Express and Discover (a 3% handling fee will be added)
• • Past due accounts may be charged a service fee of 1.5% per month or the maximum legal rate of interest, whichever is less. Blackjack may suspend delivery of   any order until any past due payments are made.

Purchase Orders

• • All purchase orders must be placed via email to orders@blackjacklighting.com. Orders will not be accepted over the phone. If Blackjack receives a purchase    order with incorrect information (e.g., inaccurate pricing), the Buyer will be asked to correct the information and submit a revised purchase order. The Buyer    will receive a written acknowledgement from Blackjack once the order has been accepted.
• • Blackjack does not guarantee the availability of any Products and reserves the right to discontinue or change the specifications of Products at any time   without notice.
• • In-stock orders typically ship within the timeframes listed below (following BLL’s order acknowledgement). An estimated ship date for out of stock product   will be sent on a case by case basis.
•   o  Stock items: 3-5 business days
•   o  Modified/upgraded items: 10-15 business days
•   o  Custom/special order items: 12+ weeks from receipt of deposit and signed submittal sheet (or as indicated at time of order acknowledgement)
• • All ship dates provided by Blackjack are estimated ship dates intended to provide an indicative timeline only and do not constitute any responsibility by   Blackjack, financial or otherwise, for changes from this indicative timeline. Any exceptions will be expressly provided in writing as a “guaranteed ship date” and   signed by an officer of the company.
• • Large orders may require a deposit.
• • All custom/special orders require a deposit. Custom orders may require the balance to be paid in full prior to shipment. Additional setup charges may apply.   Custom/special orders require a signed submittal sheet. Custom/special orders cannot be cancelled or changed once acknowledged by Blackjack and are non-   returnable. Unless otherwise discussed, standard lead time on special orders is 8-12 weeks from receipt of purchase order and deposit. Custom orders may   incur a longer lead time.
• • Purchase of custom/special orders may require acceptance of an addendum to these terms & conditions, releases and/or additional documentation and prior   to shipment. Any required additional documentation will be provided by BLL during the production process.
• • Orders can be cancelled or changed only with written notice to Blackjack and with Blackjack’s written consent. Cancellations or changes must be sent via   email to cs@blackjacklighting.com. Cancellations cannot be made after orders have been shipped.
• • BLL may assist with shop drawings, take-offs, or schematics for the Buyer from time to time. The Buyer shall bear the responsibility to ensure that all   documents, which include measurements, dimensions, layouts, and quantities ordered are correct.

Shipping Terms & Policies

• • All shipments are F.O.B. Shipping Point.
• • Orders that are invoiced over US$3,000 net may qualify for prepaid freight if the order is shipped to a single commercial location within the continental United   States. This policy excludes air shipments and custom/special orders. Orders drop shipped to a residence do not qualify for free freight. Orders only qualify for   free freight if payment terms are met. Blackjack ships via economical routes, not necessarily the fastest. If expedited shipments or specific carriers are   requested, the cost will be the responsibility of the requester.
• • For shipping outside the continental United States (including Canada, Hawaii, Alaska, Mexico, or Caribbean), orders that qualify for prepaid freight and that are   shipped to a commercial location are prepaid by Blackjack to a continental U.S. forwarder's warehouse determined by the Buyer. Beyond such point, all costs   including freight, duties/customers, brokerage fees are the Buyer's responsibility.
• • Special shipping accommodations are available if needed. Buyers will be billed for these services as assessed by the freight company. Special services include   but are not limited to: White Glove, Call Before Delivery, Construction Site Delivery, COD Charges, Inside Delivery, Lift Gate, Limited Access, and Residential   Delivery. Customer service can provide quotes for these charges. These quotes are estimates only.
• • Back orders that are the responsibility of Blackjack will be shipped F.O.B. Shipping Point with freight prepaid and allowed via the most cost-effective method,   providing the original order qualified for free freight.
• • All shipments must be inspected for damage and quantity immediately up on receipt. Any claim for damage or shortage must be made to Blackjack customer   service within three (3) days of receipt.
• • Blackjack is not responsible for shipments after they have been accepted by shipping company. Buyers must examine all arriving merchandise, note visible   damage on the bill of lading and if necessary, file a damage claim with the carrier. Buyers should refuse damaged shipments. Blackjack will not be responsible   for carrier neglect or damage by shipping companies.
• • In no instance is BLL responsible for any fixture installation or associated costs. Blackjack is exclusively responsible for providing Product to the Buyer.

Return Policy

• • Product is not returnable without the written consent of BLL. Returned goods require a Return Goods Authorization (RGA) number and, unless defective, are   subject to a minimum restocking charge of 25%. Unsaleable Product will not be accepted for return. Custom Products or Products deemed to be unsaleable   may not be returned. Shipping and handling charges are non-refundable.
• • Returns must be requested from the Buyer within thirty (30) days after receipt of the purchased product. Note that no returns on custom orders or   discontinued items are accepted.
• • A Buyer must contact BLL and submit a written RGA request within thirty (30) days from the date of sale. RGA requests must be sent via email to   cs@blackjacklighting.com. BLL will not accept returns without prior authorization and the appropriate RGA number. Product returned without authorization   may be refused or returned at shipper’s expense.
• • Once issued, RGA numbers are valid for thirty (30) days within which time returned Products must be received by Blackjack. The RGA number must be   prominently displayed on the shipping label for the returned product. The Buyer must send Blackjack a copy of the invoice marked "Returned for Credit".
• • All returned goods must be received by BLL in excellent, resalable condition and packaged in the original packaging with all inside packing intact. BLL is not   responsible for damages incurred during shipping. Products will be inspected upon return and any service or repair needed to place them to resalable   condition will be charged and added to the restocking charge. The 25% restocking charge on Product will be deducted from all credits issued on authorized   Product returns. Returns are for Buyer credit or exchange only.
• • With the exception of cases when the return is due to a manufacturer’s defect, the Buyer is responsible for shipping the product to Blackjack and covering any   shipping costs. All freight, transportation or insurance costs required for the return delivery must be prepaid. These costs are non-refundable.
• • If the return of goods is made necessary through the fault of Blackjack and written permission is granted for its return, Blackjack will give credit including   transportation charges if returned per instructions on the RGA.
•   o  If the return is due to a manufacturer’s defect, Blackjack would like a photo of the defective area or parts, with detailed description. Blackjack will repair or      replace product or issue credit at its discretion.
• • Additional Notes:
•   o  Blackjack does not accept returns of any unsold Products from its Buyers.
•   o  Defective units must be returned and received by Blackjack before a replacement is shipped to Buyer. Blackjack may elect, in its sole discretion, to ship a        replacement prior to receiving the defective product. In this case, the defective Product must be returned promptly to Blackjack or the Buyer will be billed        for the cost of the replacement(s). Credit for defective units will be given only if defective units are 1) returned to BLL within 30 days of receipt of        replacements and 2) inspected and approved as defective by BLL. Product refunds will appear as a credit on the Buyer’s billing statement.
•   o  In no event is BLL responsible for installation, rework or any other costs beyond providing replacement Product as circumstance may warrant.

Warranty Policy Summary

• • BLL warrants to the original Buyer of Product that at the date of sale, the Product (a) conforms to BLL's specification and (b) is free from defects in material   or workmanship. Blackjack provides a limited, non-assignable one (1) year warranty against defects in materials or workmanship. Blackjack provides an   additional limited three (3) year non-assignable warranty related to Blackjack’s integrated or replaceable LED light sources and LED power supplies that are   included with a product at the time of purchase. These LED components will be covered against failure to operate, provided the piece is proven to be   defective. This warranty applies only under conditions of normal use and only when installed in strict conformity with Blackjack supplied instructions and all   applicable codes. The above warranty becomes effective from Buyer’s date of sale. Warranty is non-transferable.
• • Claims for defective product must be submitted in writing to BLL's customer service via email to
    cs@blackjacklighting.com and must be made within the warranty period. Buyer will be requested to provide its original bill of sale or such other evidence   showing the date of purchase and the identity of Buyer, which BLL at its sole discretion may accept or reject. Once BLL determines that the Product is eligible   for warranty, BLL will first issue a Return Goods Authorization (RGA) number and further instructions. Buyer will be required to deliver the affected Product   along with bill of sale to BLL with its RGA number. Buyer shall prepay all freight, transportation or insurance costs required for the return delivery.
• • If Product is determined to be eligible under this warranty, Blackjack's warranty obligations are limited to repair or replacement of the applicable product or   component. The warranty covers only the repair or replacement of the product or component itself. Blackjack has no liability for other costs (including but not   limited to: packing, shipping, labor, surcharges, removal, access, installation) or losses.
• • By way of example, the replacement in a Blackjack multi-port fixture or modular system (e.g., Quatro, Duo) of the LED module, LED tri-pin, LED light kit   (collectively, “Light Source”) both during and after the Warranty Period is considered a standard maintenance activity. The Light Source replacement process is   simple and instructions are included on our website for reference. If a product is within the Warranty Period, Blackjack will cover the cost of providing   replacement parts only for the LED Light Source and Blackjack explicitly will not cover any labor (or other) costs related to Light Source replacement.
• • BLL will correct any failure of the Product or any defect in material or workmanship, with either new or used replacement parts sent to the customer. BLL at   its option may choose to repair of the Product at BLL's expense, at a location specified by BLL, and BLL may choose to retain title to all returned parts or   Product. Blackjack will not be obligated to visit or have a representative visit the fixture installation site to investigate and/ or correct any claimed defect. If   Product is determined to be eligible under this warranty, BLL will credit back to the Buyer all freight or transportation costs required for the return delivery. If   BLL is unable to repair the Product to conform to the warranty after a reasonable number of attempts, BLL will provide, at its option, a replacement Product.   All replacement or repaired Product(s) are warranted only for the remainder of the original warranty period.
• • This warranty does not apply to Products that have been modified, improperly installed, or used in conditions or for purposes other than which are intended.   BLL does not warrant (a) any product, components or parts not manufactured by or distributed by BLL; (b) defects caused by failure to provide   a suitable installation and environment for the Product; (c) damage caused by the use of the Product for purposes other than those for which it was intended;   (d) damage caused by the unauthorized attachment or modification to the Product; (e) damage caused by the removal or installation of the Product; (f)   damage caused by the authorized repair or attempted repair of the Product; (g) damage caused during shipping; (h) damage caused by acts of God such as   fire, flood, wind or lightning; (i) damage caused by force majeure such as war, terrorism, pollution, earth movement, flood, or nuclear hazard; (j) damage   caused by improper installation; (k) damage caused by the misuse of Product; or (l) product used in wet locations or harsh conditions without factory       sealed connections.
• • In no event will BLL be liable for any special, incidental, or consequential damages based on breach of warranty, breach of contract, negligence, strict tort or   any other legal theories. Damages that BLL will not be responsible for include, but are not limited to, loss of profits; loss of facilities or services; labor   charges; downtime; the claims of third parties, including Buyer; and / or injury to person or property.
• • BLL reserves the right to provide warranty replacement with suitable substitutes that do not adversely affect the soundness or quality of the product.
• • This warranty is understood to be the complete and exclusive warranty, superseding all oral or written prior representations or warranties and all other   communications. No employee or agent of BLL or any other party is authorized to make any warranty in addition to those made in this warranty.
• • Warranty is voided for Product sold outside the U.S. and Canada.
• • For a full description of Blackjack’s Warranty Policy, please request it from customer service or visit our website.

Internet Sales Policy Summary

• • Blackjack has implemented the following Internet Sales Policy (“ISP”) for price advertising in the U.S. and Canada. The ISP is applicable to all Buyers   purchasing Product for resale. Buyers may not advertise or otherwise promote any Product over the Internet or through any other direct or indirect marketing   tool including emails and social networking channels at a net price less than 10% below Blackjack Lighting’s published list price. Each Buyer alone establishes   his/her/its own resale price for Product.
• • This policy is established by Blackjack and may be adjusted by Blackjack at its sole discretion. Thirty (30) days advance notice will be given on any changes   before they are deemed applicable.
• • ISP includes Buyer’s hosted web store as well as third-party web stores. Buyer must provide Blackjack a list of all URLs where Products are being sold online.   Buyer must not advertise or sell Products on marketplace sites.
• • Intentional and/or repeated failure to abide by this policy can result in suspension and/or termination of buyership or distributorship of our Products. If Buyer   violates the ISP, Blackjack will notify Buyer in writing and Buyer will have seventy-two (72) hours to cease the violation. If Buyer fails to do so, Blackjack shall   have the right to immediately cease Product shipments to Buyer.
• • Blackjack reserves the right to offer a unilateral sale for a limited set period of time that would offer additional discounting opportunities in its sole and   unfettered discretion.

Other

• • Products are designed to perform within certain tolerance ranges. Unless specifically indicated otherwise in writing, product feature specifications (e.g.,   “3000K”) are indicative only. Performance ranges may change over time. For the latest information and specific performance ranges regarding a particular   specification, contact Customer Service for details.
• • Blackjack may amend or update the terms and conditions in this document at any time and without notice.
• • Unless otherwise disclosed by Blackjack, the terms and conditions of the policies within this document (Blackjack Lighting Sales Terms & Conditions) are   confidential and may not be disclosed by the Buyer.
• • Any dispute concerning Blackjack shall be governed by and construed in accordance with the laws of the State of Illinois. If mediation fails to resolve any   dispute, the parties expressly agree that any lawsuit shall be filed only in the Circuit Court of Cook County, Illinois or the United States District Court for the   Northern District of Illinois, Eastern Division, both of which are located in Chicago, Illinois.

Buyer Policy Acknowledgment

Buyer's acceptance of this policy, along with BLL's General Sales Terms and Conditions, is presumed upon submittal of a purchase order.

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