Cantalupi USA

TERMS & CONDITIONS - CANTALUPI USA

These terms and conditions apply in respect to the supply of marine lighting products and other Goods by us to you as set out in the associated quotation or order confirmation. These terms and conditions together with the quote and/or order confirmation, constitute the entire agreement between us, except to the extent that they are varied by mutual consent in writing.

WARRANTY POLICY

Warranty Policy & Limitation of Liability

Should any CANTALUPI USA fixture or lighting component fail during normal use during the first two years from the original date of shipment, regardless of the date of installation or first use. CANTALUPI USA will repair or replace the component free of charge (certain exclusions apply).

The warranty shall be excluded as follows:

1. Any product that is not provided for inspection upon our request;
2. All disposable, one-time use products including fuses, bulbs and lamps;
3. Any product that has not been properly maintained;
4. Any product that has been modified by the user or dealer, received unauthorized repair, disassembled, or any other changes to the product that created the alleged defect;
5. Any product that has exceeded the rated capacity specified on the fixture, such as the use of a 20-watt bulb in a 10-watt fixture;
6. Any product that is used in an application for which it is not intended, such as the use of an interior fixture in an exterior location;
7. Any product that has been improperly installed, installed in a faulty application, altered in any way or tampered with;
8. Any product that was not used under normal operating conditions or in accordance with labels or instructions;
9. Any product that has abrasion and/or corrosion;
10. Any product that has been damaged by an act of God such as lightning, flood, earthquake, war, vandalism, theft, normal-use wear and tear, terrorism, strikes, and labour stoppages.

In no event shall CANTALUPI USA or any affiliate of CANTALUPI USA be liable for direct, indirect, special, incidental, consequential, or multiple damages arising out of the use of the product, regardless of the legal theory on which such claim is based, for loss of profits, savings, capital, revenue, use of equipment, by reason of plant shutdown, non-operation or increased expense of operation, cost of money, for transportation, for installation or for any other economic or consequential loss or damage, whether arising under contract, tort (including negligence), strict product liability, breach of warranty, breach of contract or otherwise. CANTALUPI USA’s maximum and sole liability, and the exclusive remedy of the customer arising out of the supply or use of a product, shall not exceed the purchase order price allocable to such products which gives rise to the claim.

CANTALUPI USA's liability to repair or replace a damaged item shall be limited to the original purchaser of the item at the original invoice price of the damaged unit, acceptable freight charges, and dealer charge backs mandated by state law. CANTALUPI USA will not credit Customers for freight charges or unauthorized dealer or Customers mark-up fees. Acceptable freight charges are available from CANTALUPI USA upon request.

CANTALUPI USA is under NO obligation to accept RMA's for wrongly ordered products. CANTALUPI USA MAY consider exceptions based on individual situations. Products beyond ninety (90) days in age are not eligible for consideration.

Repair & Replacements

CANTALUPI USA warrants, to the original consumer, that the product will be free of defects in design, materials and/or workmanship under normal operating conditions for two years from the original date of shipment, regardless of the date of installation or first use. Any claim under this warranty shall be deemed waived unless CANTALUPI USA is notified within thirty (30) days of the discovery of the defect and, if necessary, the goods are returned to CANTALUPI USA. CANTALUPI USA’s obligation under this warranty shall be LIMITED, at its option, to the modification, repair or replacement of the goods by CANTALUPI USA.

Bulbs, including halogen, incandescent, xenon, are excluded from the warranty.

Any replacement parts furnished at no cost to the customer in fulfilment of this warranty are warranted only for the un-expired portion of the original warranty. Any services or repair outside the scope of this limited warranty shall be at CANTALUPI USA' rates and terms then in effect.

Where warranties are made for specific products, the terms of those warranties shall apply. Therefore, warranty for custom products may be identified in separate Terms and Conditions of Purchase.

Replacement is available for Customers requiring replacement of standard product prior to the arrival and credit approval of warranty return product at CANTALUPI USA facility. As soon as the Customer notifies CANTALUPI USA of a defective product, a new unit will be shipped to the Customer by surface/ground freight unless otherwise specified. The shipment will be invoiced as a normal order and credited upon receipt and confirmation of the warranty return product.

CANTALUPI USA is not responsible for damages outside our control including, but not limited to, physical damage, modifications to the product, or improper packaging.

Care and Maintenance of CANTALUPI USA Products

ALTHOUGH EVERY PRECAUTION HAS BEEN TAKEN IN THE MANUFACTURING OF THIS FIXTURE, WE RECOMMEND THAT YOU INSPECT YOUR PRODUCT FOR DEFECTS PRIOR TO INSTALLATION.

A FIXTURE SHOULD BE INSTALLED AND WIRED IN ACCORDANCE WITH THE NATIONAL FIRE PROTECTION ASSOCIATION AND STANDARDS SET FORTH BY THE AMERICAN BOAT AND YACHT COUNCIL, PREFERABLY BY A PROFESSIONAL ELECTRICIAN.

INSTALLATION LOCATIONS MUST BE FREE OF EXISTING CABLES AND OBSTRUCTIONS. PROPER CLEARANCE AT THE REAR OF THE FIXTURE IS ESSENTIAL FOR EFFECTIVE HEAT DISSIPATION. DO NOT INSTALL THE FIXTURE WHERE IT WILL COME IN CONTACT WITH FLAMMABLE OBJECTS. ALL ELECTRICAL CONNECTIONS MUST BE SECURED.

IT IS ESSENTIAL THAT THE PROPER VOLTAGE, WATTAGE, AND POLARITY BE OBSERVED IN ORDER TO AVOID POSSIBLE INJURY OR DAMAGE.

LAMP (BULB) CONTACT CONFIGURATION MUST BE CORRECT. HANDLE ALL LAMPS WITH GREAT CARE. NEVER TOUCH HALOGEN LAMPS WITH BARE HANDS. DIRECT CONTACT WITH YOUR SKIN WILL DAMAGE OR DECREASE THE LIFE OF THE BULB.

SWITCHES ARE A POTENTIAL IGNITION SOURCE. DO NOT INSTALL A "SELFSWITCHED" FIXTURE IN AN AREA REQUIRING IGNITION PROTECTION UNLESS IT IS CLEARLY MARKED AND IDENTIFIED AS IGNITION PROTECTION COMPLIANT.

POTENTIAL RADIO FREQUENCY INTERFERENCE (RFI) CAN BE EXPECTED WITH ANY FIXTURE CONTAINING ELECTRONIC BALLAST. IF CERTAIN ELECTRONIC NAVIGATION OR COMMUNICATION EQUIPMENT EXPERIENCE INTERFERENCE, DISCONTINUE THE USE OF THE LIGHT FIXTURE.

TO REMOVE SMUDGES, FINGERPRINTS AND DUST, RUB SURFACES GENTLY WITH A CLEAN SOFT CLOTH. TO ELIMINATE ACCUMULATED SALT SPRAY, CLEAN WITH SOFT CLOTH AND FRESH WATER.DO NOT USE CHEMICAL CLEANING AGENTS SUCH AS WINDOW CLEANERS OR POLISHING SPRAYS ON THE FIXTURE'S FINISH. THEY MAY DISSOLVE THE CLEAR-COAT FINISH AND TARNISHING WILL COMMENCE. THIS MAY VOID THE WARRANTY.

IF YOU ARE UNCERTAIN ABOUT A FIXTURE OR EXPERIENCE DIFFICULTY, PLEASE CONTACT CANTALUPI USA’S TECHNICAL DEPARTMENT FOR ASSISTANCE.

Inspection

CANTALUPI USA reserves the right to review the damaged product and the site where the damage occurred. CANTALUPI USA may require the customer to ship the product to CANTALUPI USA for inspection. The damaged item must remain available for inspection until the claim is finalized. In the event CANTALUPI USA requests to inspect the product, it agrees to dispatch its findings pertaining to the alleged defective product within 45 days of receiving the product. Whenever claims are settled, CANTALUPI USA reserves the right to be subrogated under any existing insurance policies the consumer may have.

Freight and Shipment under Warranty

The Customer prepays all inbound and outbound freight charges for out-of-warranty repairs and no-trouble-found (NTF) products. CANTALUPI USA is not responsible for damage during shipment.

CANTALUPI USA will pay for surface/ground return freight only for warranty repairs. Overnight or other special requirements for expedited shipment will be at the Customer's expense.

Special prepayment arrangements may be made if drop-shipment to third parties or end user(s) is necessary.

If the Customer’s returns / repair shipment to CANTALUPI USA is received in damaged condition, CANTALUPI USA will notify the customer. The Customer will need to notify the carrier immediately to initiate a claims inspection. CANTALUPI USA will provide assistance, as necessary, to process the freight claim.

Exclusive remedy

This Warranty contains the sole warranty of CANTALUPI USA with respect to the product and is given in lieu of all other warranties. There are no other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose and any implied warranties that cannot be waived and/or excluded are hereby limited in duration to the terms of this Warranty.

Limitation Period for Bringing Action

No action may be commenced to enforce this contract or for any breach hereof, or for any defect or deficiency of the goods to be delivered hereunder, whether on warranty, contract, negligence, or strict products liability, unless such action is brought within twelve (12) months after accrual of such cause of action.

Indemnification

Customer shall defend, indemnify and hold harmless CANTALUPI USA and its agents from any claims, damages or expenses including attorneys fees, arising or alleged to arise from any asserted deficiencies or defects in the products caused by any alteration thereof with or without CANTALUPI USA 's consent made by the Customer, the improper handling, storage or installation by the Customer.

If CANTALUPI USA makes a product to Customer's specifications, or if CANTALUPI USA's product has been modified or altered in any way by any party other than CANTALUPI USA after shipment, or if any party other than CANTALUPI USA has misused, misapplied, damaged or been guilty of negligence in relation to a product, customer agrees to hold CANTALUPI USA harmless and indemnify it against any loss, cost, damage or liability paid or incurred by CANTALUPI USA: (a) from any and all third party claims; or (b) resulting form any recall, inspection, testing replacement, or corrosion of any product; or (c) resulting from the violation of any law, regulation, rule, order, or restriction of any governmental authority resulting from or incident to the sale of a product to the customer; or (d) resulting from any actual or allege infringement of any patent, copyright or similar common or civil law right of third party resulting from sales of a product to customer; and any costs of defence, attorney's fees, inspector's fees and/or costs of testing incident to any of the foregoing.

RETURN POLICY

It is our policy to accept returned merchandise and issue credits subject to the following conditions:

§ Defective goods will be accepted anytime during the product's warranty period and will be processed in accordance with the product's warranty;

§ Returns must be approved prior to return and a Return Authorization (RA) number must be obtained by calling the Customer Service Department at (727) 462-2526;

§ When calling for a Return Authorization, please provide the invoice number for which the items are being returned. A Return Authorization number cannot be issued without this information. A copy of the original packing slip or invoice should be enclosed with the goods being returned, and reason for return should be indicated;

§ To avoid a minimum 15% restocking charge, you must call within 30 days from the date of the invoice, and the items being returned must then be shipped within 30 days from the date the Return Authorization is issued. If you do not call within 30 days, or if you do not return the items within the 30 day time period, goods returned will be subject to a minimum 15% restocking charge subject to inspection.

§ All non-defective items being returned for credit or exchange must be in new, saleable condition and in the original packaging. Credit may be disallowed or additional restocking charges may be applied pending review.

§ Returns after 90 days from invoice date will not be accepted.

§ Custom, special ordered or non-stock items are non-returnable.

§ Goods returned to Cantalupi USA without proper Return Authorization may be returned to the sender.

§ The sender is responsible for all freight and handling charges.

§ COD shipments will not be accepted.

CANTALUPI USA will reimburse a customer for credit on returned parts that are determined defective by CANTALUPI USA. Credit is entered based on the current OEM quoted price for said part, acceptable labour charges and Dealer charge backs mandated by State law. CANTALUPI USA will not credit customers for unauthorized Dealer mark-ups or customer mark-up fees. Credit for products returned within thirty (30) days from original shipment date may be refunded to customer via check or credit card. Credit for products returned after thirty (30) days, but less than ninety (90) days from original shipment date will be given as a product credit to be used for purchase of new product. Credit will not be given for products returned more than ninety (90) days from original shipment date. It is at CANTALUPI USA’s sole discretion as to how credit may be applied to a customer’s account.

CANTALUPI USA will not issue credit for parts that were damaged or inappropriately handled by customer.

To preserve the claim, please securely package all parts before shipping to CANTALUPI USA.

Reliance Upon Customer's Information

In the preparation of the quotation and the products, CANTALUPI USA has relied on information supplied by the Customer. In the event such information is inaccurate, CANTALUPI USA shall not be liable for any claim resulting from such inaccurate information with respect to the products, the performance of breach of the contract, or any defects of design, material or workmanship.

CANTALUPI USA is not responsible for incorrectly ordered items. Products returned due to customer’s order error will receive a mandatory 15% re-stocking fee regardless of when the return process is initiated. Incorrectly ordered products are subject to the same return policy as all other products with the exception of the mandatory 15% re-stocking fee.

Labelling and Return Instructions

Labelling and Return instructions will be sent at the time of approval of the material return.

Packaging

CANTALUPI USA recommends returning products by a reputable freight forwarder.

To avoid voiding the warranty, use CANTALUPI USA or equivalent packaging to return a product.

FREIGHT AND SHIPMENT DAMAGE

If the customer receives the original product in damaged condition, CANTALUPI USA must be notified within three (3) business days from delivery. If shipment was billed to CANTALUPI USA , customer agrees to provide CANTALUPI USA with any requested documentation, photographs, etc. to expedite any damaged shipment claims initiated by CANTALUPI USA.

If the original freight charges were paid in advance by freight collect or other means, notify the carrier immediately to initiate a claims inspection. CANTALUPI USA will provide assistance, as necessary, to process the freight claim.

TERMS OF SALE

Expiration of Quotation and Acceptance

Any quotation by CANTALUPI USA will be held open for acceptance for a period of thirty (30) days from the date of the quotation unless CANTALUPI USA withdraw it earlier; however, CANTALUPI USA reserves the right to correct clerical and typographical errors, including price and quantity numbers, within fifteen (15) days after acceptance of an order based on the quotation.

An order is subject to the CANTALUPI USA’s terms and conditions. Terms stated by the customer in any other communication, prior or subsequent hereto, shall NOT be binding on CANTALUPI USA if different from or in addition to any of the provisions hereof or the quotation, unless expressly agreed to in writing by CANTALUPI USA. Acceptance by the customer of an order, orally or in writing, or of any goods provided hereunder or payment therefore, shall constitute acceptance of these terms and conditions.

Prices, Taxes and Payment

Payment is due on or before date of shipment unless payment terms have been agreed upon prior to shipment. All CUSTOM orders, orders for products not considered STANDARD, must be pre-paid in full at the time of order. In general, if payment terms are extended, the payment terms will be NET 30 DAYS unless agreed upon otherwise, in writing.

All orders shipped domestically, within the borders of the continental United States, exceeding a total order value of $30,000 USD require a 50% deposit upon acceptance of quotation. The order will not be considered accepted or processed until such payment is received. International orders may require an initial deposit which will be determined based on client order history, products ordered, and order amount.

Prices will be those in effect on order date. The customer will pay the price for the products set out in the Quote unless 1.) Changes to the specification of the products increase the cost to CANTALUPI USA in providing them or 2.) The cost to CANTALUPI USA in providing the products increases above 5%, in which cases CANTALUPI USA has the right to increase the price proportionately.

The amount of any present or future duties, taxes or other charges imposed on any transaction between Customer and CANTALUPI USA shall be added to the prices quoted or invoiced and shall be paid by the customer, except those already charged on the face hereof. In cases of sales tax exemption, Customer shall provide CANTALUPI USA with a tax exemption certificate acceptable to the authorities imposing the same. Customer agrees to pay for products and any shipping or other charges in full on the terms set forth in CANTALUPI USA 's invoice or other documents. In addition to all other remedies, under applicable law, CANTALUPI USA, in the event of Customer's default to fulfil the terms of payment, or if it has any doubt at any time as to the customer's financial responsibility, may either decline to make further deliveries except upon receipt of cash or other satisfactory security, or may terminate the entire agreement. The Customer shall reimburse CANTALUPI USA for all costs of collection incurred in collecting any past due sums, including, without limitation, attorney's fees.

Title in any products supplied by CANTALUPI USA to the Customer shall not pass to the Customer until CANTALUPI USA has received all sums due. CANTALUPI USA reserves the right to enter the Customer premises to recover any products supplied if payment is not made on the due date.

CANTALUPI USA shall have the right to charge interest on overdue balances at a rate of 1½% of the balance due or $5.00 per month, whichever amount is greater.

Delay in Receipt/Storage

Client agrees to receive products when available and agrees to provide required payment and shipping information for delivery. Should situations arise that delay the clients ability to receive products as of the agreed upon date, CANTALUPI USA shall have the right to charge holding/storage fees at a rate of 1¼% of the balance due or $25.00 per month or partial month, whichever amount is greater.

Shipment and Risk of Loss

Unless different terms are stated by CANTALUPI USA, all prices are FOB (Free On Board) CANTALUPI USA's facility. Method and route of shipment will be at CANTALUPI USA's discretion unless the customer supplies instructions otherwise.

CANTALUPI USA reserves the right to make delivery in instalments, and all instalments invoiced shall be paid for when due per invoice, without regard to the date of subsequent deliveries. The customer shall therefore accept partial delivery of any order and any defect related to said partial delivery or failure to make any subsequent partial delivery shall be severable and not constitute a breach of the entire agreement.

Risk of loss or damage to the Products shall pass according to the applicable shipping term.

All claims for loss, damage or delay against the carrier must be made by the customer.

Rejection of Non-Conforming products

The Customer will be deemed to have inspected and accepted the Goods five (5) days after the actual delivery date. The Customer’s right to reject the products deemed non-conforming will be lost five (5) days after the actual delivery date or if the Customer alters, damages or uses the products in any manner inconsistent with the rights of CANTALUPI USA. If the Customer chooses to reject the Goods within five (5) days after of the actual delivery date, it must notify CANTALUPI USA immediately by fax or in writing and CANTALUPI USA will have the right to repair or replace the products within a reasonable time. The notification shall identify each alleged non-conforming of the products and describe that portion of the shipment being rejected. If the Customer shall fail to give such notice the products shall be deemed to conform to the terms hereof in all respects and the customer shall be bound to accept and pay for the products in accordance with these terms.

Except in respect of death or personal injury CANTALUPI USA’s entire liability in respect to the agreement between CANTALUPI USA and the customer shall not exceed the amount of the product price payable by the customer under the terms of the Contract. In such cases, CANTALUPI USA shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of the agreement for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of the Contract, which arise out of or in connection with the provision of the Goods by CANTALUPI USA to the Customer.

Delays and Damages

CANTALUPI USA shall attempt to make deliveries in accordance with its quotation or production order, but if for any reason CANTALUPI USA fails to make such deliveries or to make them within the time stated, or cancels any order, CANTALUPI USA shall not be liable for any loss or damage resulting from any such failure or delay in delivery, or from any such cancellation or for loss of use or loss of profits, or for any other consequential, incidental or special damages on account of delay in delivery.

Cancellation or Modification

Any order accepted by CANTALUPI USA may be cancelled or modified by the Customer only upon the written approval of CANTALUPI USA. The Customer shall reimburse CANTALUPI USA for all expenses incurred by CANTALUPI USA in connection with such order. Custom parts specifically designed and/or manufactured for the Customer are subject to notification in writing to CANTALUPI USA by the Customer in the event of any one of the following occurrences: 1) the termination of any program that would affect the custom part purchases, 2) any engineering change pertaining to the custom part, and 3) any decision that would cause the Customer to cease purchases of the custom part. In any one of these occurrences, other than non-performance by CANTALUPI USA, the Customer agrees to pay CANTALUPI USA for inventory held by CANTALUPI USA.

Offer of Sale

Any purchase order issued in response to this offer to sell is considered to be Customer's acceptance of these Terms and Conditions of Sale. CANTALUPI USA hereby objects to any additional, different or conflicting terms or conditions set forth in Customer's purchase order. No terms or conditions of Customer's purchase order shall be effective unless expressly accepted by CANTALUPI USA in writing.

Delay in Performance or Nonperformance

CANTALUPI USA shall not be in default nor liable for any expense, loss or damage occasioned by a delay in performance due to causes beyond its control, including but not limited to labour disputes, floods, fire, drought, or any other casualty, transportation delays, inability to obtain materials, manufacturing equipment breakdown, war, riot, insurrection, acts of God, restrictions or interference by any government or governmental agency, strike, labour action, or any similar cause.

If no delivery date is part of this agreement, then delivery shall be subject to reasonable production scheduling by CANTALUPI USA.

Intellectual Property and Ownership of Production Assets

All tangible and intangible property and the like, including without limitation, ideas, strategies, trade secrets, patents, trademarks, service marks, mold dyes, copyrights, inventions, documentation, computer programs, improvements, enhancements, developments, formulations, know-how, processes, methods, concepts, results, discoveries, designs, patterns, devices, diagrams, processes, charts, drawings, data, specifications and like information, (collectively, 'Project Intellectual Property') conceived of, developed, and/or first reduced to practice in the performance of the CANTALUPI USA's obligations under the Purchase Order, and including the specifications of all Products, will be exclusive property of the CANTALUPI USA, regardless of the time and place performed and whether arising by the CANTALUPI USA 's own deed or from the collaboration with others. Customer hereby assigns all rights, title and interests in and to all Project Intellectual Property to CANTALUPI USA.

All work performed by the CANTALUPI USA under the Purchase Order including but not limited to all tools, dies, patterns, etc. ('Production Assets') will be at all times the property of CANTALUPI USA.

Best Efforts

All work performed by CANTALUPI USA under the Associated Purchase Order is to be Best Efforts.

Governing Law and Forum

Any contract shall be governed by the laws of the State of Florida in the United States of America, notwithstanding any state's choice of law rules to the contrary. The Customer consents and agrees that any action brought to enforce this contract, or for any breach hereof, or for any defect or deficiency of the goods to be delivered hereunder, whether on warranty, contract, negligence, or strict products liability, shall be brought solely in a state or federal court sitting in the State of Florida, and the Customer consents and submits to the jurisdiction of such court.