1. Definitions
A. “NEO” means NEO Architectural Lighting LLC a Florida limited liability corporation.
B. “Home Office” means NEO’s corporate headquarters at 3260 Meridian Parkway, Weston, FL, 33331.
C. “Custom Item” means any product not listed in the current product offering as well as products in such offering that have been discontinued. Custom Items include special, modified, or made-to-order fixtures

2. Payment
A. All payments must be made directly to NEO at its Home Office without exception. NEO is not responsible for any fraud in connection with payment instructions. Buyer is responsible for verifying all payment instructions, wire information and any changes thereto verbally with NEO’s Accounts Receivables Department. Payment of the invoice total is due in full per the Terms of Payment indicated on the order confirmation.
B. NEO may at any time, limit, change, or cancel buyer’s credit terms, may require prepayment or deposit from buyer before production or delivery for current and future orders, and demand immediate payment for goods previously delivered. Failure by buyer to make such payments within 10 days after demand shall constitute a breach of this agreement by buyer. Credit approval of one or more deliveries shall not be deemed a waiver hereof.
C. If any shipment made in accordance with the buyer’s instructions is refused for whatever reason, the buyer shall be responsible for full payment for such merchandise, in accordance with the terms of this agreement, as though such merchandise had been accepted at the time of original delivery. Buyer shall also be responsible for NEO’s standard storage, handling and redelivery charges and shall pay such charges as invoices are rendered.
D. Buyer shall make payment as specified herein. NEO may suspend shipment until such payment is received. Buyer may not debit or “back charge” NEO. NEO will charge a $50.00 administrative fee for any returned check.
E. Buyer shall reimburse NEO for all expenses (including reasonable attorney’s fees and all other costs) incurred to collect any amounts due. Furthermore, NEO will charge current prime interest rate per month on past due amounts until paid.
F. With respect to all purchases made through the use of credit cards NEO will charge a Convenience Charge of 3.1% of the total invoice.

3. Price and Quotations
A. The prices shown in NEO’s Price List are the prices prevailing at the time the Price List was published. NEO reserves the right to change these prices at any time and without notice. Unless otherwise provided in writing, the order will be billed at prices prevailing at time of shipment.
B. Possession of a Price List does not entitle one to purchase at prices shown, and possession of a Price List is not in itself an offer to sell.
C. Price quotes must be issued in writing and are valid for 30 days unless otherwise printed on the quote. Purchase orders for standard items or Custom Items received and acknowledged by NEO within this 30 day period will be price protected for shipment within 90 days from the date of the order or December 15 of that calendar year, whichever comes sooner. Prices for items shipped after the price protected period will be charged at NEO’s then current price list.
D. Additions to orders already processed shall be considered separate orders and shall be priced accordingly.

4. Purchase Orders
A. The acceptance of the buyer’s purchase order is contingent upon NEO’s issuance of a written order confirmation statement.
B. Buyer’s acceptance of the provisions of such order confirmation statement shall be conclusively presumed if no written objection is received by NEO’s Home Office within 5 business days from the date of said order confirmation statement. It is the buyer’s responsibility to communicate any objections or discrepancies directly to NEO’s Home Office, rather than through NEO’s representatives.
C. NEO hereby gives notice of its objection to any different or additional terms and conditions other than as stated herein. The acceptance of the buyer’s order is expressly made conditional on the buyer’s assent to the terms and conditions set forth herein.
D. Replacements or re-orders shall be considered as new orders.

5. Custom and Modified Items
A. NEO reserves the right to sell a Custom or Modified Item only to the distributor who assisted NEO in the development of the business for a specific customer. NEO may require a prepayment or deposit from the buyer at time of order, release, or before any portion of an order for an item designated as Custom or Modified will be produced and/or shipped. The buyer may not cancel or change an order for a Custom or Modified Item.

6. Cancellations
A. Cancellation requests for standard items must be received in writing and will be considered on a case-by-case basis for approval. If after Buyer has accepted NEO’s offer and complied with offer provisions, Buyer then notifies NEO in writing of Buyer’s intent to cancel Buyer’s order:
i. If NEO has commenced fulfilling the order, then Buyer is obligated to fulfill all the provisions of the purchase order including final payment under these Terms.
ii. If NEO has not commenced fulfilling the order, then the Buyer will incur a cancellation fee of 50% of the total order amount or cancelled items to any cancellation received 72 hours after an order for standard items is released.
B. Orders for custom, modified, or discontinued items may not be changed or cancelled by Buyer for any reason.
C. Buyer shall indemnify and reimburse NEO for all direct and indirect costs including but not limited to costs for materials, supplies, tooling, handling, storage, labor, taxes, engineering time, etc. incurred by or charged to NEO in connection with cancellation of any custom, modified, or discontinued items.

7. Freight Charges
A. All shipments are F.O.B. NEO’s home office.
B. Any individual shipment that is $10,000 or greater and has a destination within the contiguous 48 U.S. states will ship freight allowed via ground service with a carrier of NEO’s choosing.
C. For shipments under $10,000 with domestic ground service, NEO will charge a minimum of 7.0% of the net invoice amount plus $20 per shipment.
D. For shipments under $2,500 with domestic ground service, NEO will charge a minimum of 10% of the net invoice amount per shipment.
F. If buyer requests air freight, NEO will invoice buyer for the full freight cost of air shipment.
G. Freight methods to destinations outside the contiguous 48 U.S. states vary and are at buyer’s expense. Export packaging is extra.
H. If the buyer notifies NEO to delay delivery of merchandise after said merchandise has been released in accordance with buyer’s instructions, then buyer shall pay reasonable storage charges until such merchandise is delivered and accepted.

8. Packaging and Shipments
A. The method of packaging is at NEO’s discretion.
B. NEO will use its own discretion in routing all shipments and reserves the right to select carrier and truck size. If any shipment made in accordance with buyer’s instructions incurs additional labor or carrier costs, said costs shall be paid by the buyer as invoices are rendered.
C. The distributor’s trading area for the distribution of NEO’s product offering shall be limited to the area assigned to and serviced by NEO’s field representative. NEO reserves the right to refuse to make direct shipments to destination points outside the distributor’s trading area.
D. The shipment date mentioned on NEO’s order acknowledgement, if any, is NEO’s best approximation of the probable shipment date and shall not represent a fixed or guaranteed shipment date. NEO shall not be responsible for any damage or loss resulting from delayed shipments or NEO’s inability to ship. Delay of one or more shipments shall not relieve buyer of its obligation to accept remaining shipments.
E. NEO may ship orders in installments, as they become available, unless the buyer specifies on the Purchase Order that “no partial shipments” are allowed. Each installment shall be separately invoiced, and payment shall be due as described herein, without regard to subsequent shipments.

9. Title
A. Title to all goods and risk of loss shall vest in the buyer at the time of delivery by NEO to the carrier at the shipping point. NEO retains a security interest in all items shipped until payment in full is received by NEO.

10. Warranty
A. The goods sold hereunder are sold with all faults and “AS IS”. NEO warrants Louis Poulsen’s products for a period of five (5) years, unless otherwise stipulated, from date of invoice for the original purchase that the products are free from defects in materials and workmanship. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, NEO MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, AND DISCLAIMS ALL OTHER WARRANTIES, WRITTEN OR VERBAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THIS WARRANTY IS THE EXCLUSIVE WARRANTY GIVEN BY NEO FOR LOUIS POULSEN’S PRODUCTS AND CAN ONLY BE AMENDED IN WRITING BY NEO’S OFFICERS. Any alteration or abuse or misuse of the goods shall void this warranty. NEO, at its sole option, will repair or replace, FOB its home office in Ft. Lauderdale, FL any Louis Poulsen product that is defective in workmanship or materials. Any such repair or replacement shall be the exclusive remedy against NEO. Products must be returned to NEO’s home office at the expense of the purchaser for evaluation.
B. Every claim under this warranty shall be deemed waived unless received in writing by NEO within 30 days of the date the purported defect to which each related claim is discovered or should have been discovered. It is the buyer’s responsibility to file all claims directly with NEO’s Home Office. Claims may not be filed through NEO’s field representatives. All Claims must comply with Louis Poulsen’s Warranty policy unless amended as noted above.
C. This warranty shall cover the LED source and luminaire housing of Louis Poulsen’s products. Poles, ballasts and drivers are covered by a separate manufacturers’ warranty.
D. The guaranteed conditions apply exclusively to the mortality exceeding the nominal failure rate. With LED modules, a reduction in luminous flux is normal as long as the relevant value does not fall below nominal failure rate and is thus not covered by the guarantee. Due to technical progress and to the change in the luminous flux of products that is caused by their use, subsequent deliveries of LED light sources may have light properties deviating from those of the original products.
E. The warranty does not apply to: Acts of nature such as but not limited to damage caused by lightning. Damage caused by electrical supply conditions, including spikes over/under voltage and ripple current control systems that are outside normal operating conditions. The fixture has no additional surge protection to the originated protection from the driver. This protection can vary from product to product.
For information on protection level or information on additional protection please contact NEO’s home office.
G. All warranties are void if the products are repaired or altered outside NEO’s home office.
H. Manufacturer’s warranty information shall be provided to Buyer upon request.

11. Claims and Adjustments
A. The carrier accepts shipments covered by buyer’s order in good condition and in quantity as noted on freight bills. Any claim for damage or shortage lies between the buyer and the carrier.
B. The buyer must check each shipment carefully and note any visible damage or shortage on the freight bill before signing it and accepting shipment.
C. Buyer must report concealed loss or damage to carrier in writing immediately upon discovery, but not later than 72 hours after signing for shipment. Claims for shipping errors or concealed shortages will be invalid unless received by NEO’s Home Office within three days after receipt of shipment.
D. Buyer may not return any merchandise to NEO for any reason without prior written authorization from NEO. NEO shall refuse all returned merchandise without such written authorization.
E. Buyer is responsible for ensuring the conformance of delivered material to buyer’s order or governing specifications. Installation of improper equipment is done at buyer’s own risk and expense.

12. Returned Goods
A. All returned goods must be accompanied by a Returned Goods Authorization (“RGA”). Requests to return non-defective surplus products are on a case-by-case basis and limited to standard items only, must be made within 21 days from the date of shipment and limited to 10% of the sales order value. Custom Items or discontinued products are not subject to return.
B. Merchandise must be returned in the original factory sealed cartons, plus additional heavy gauge outer cartons and additional cushioning material. All merchandise must reach NEO in a perfectly saleable condition.
C. Authorized returns must be made freight prepaid within 15 days of the date of issuance of the RGA.
D. All returned products are subject to inspection. Unsaleable, damaged or improperly packaged products will be credited at salvage value or returned to the buyer freight collect. Credit will be issued at prices prevailing at time of shipment or time of return, whichever is lower, less a 50% handling and restocking charge, plus original outbound freight costs if incurred by NEO.

13. Limitation of liability
A. NEO’s liability for any defect in its product offering or breach of any warranty shall be, at the sole discretion of NEO, limited to the repair or resupply of a like quantity of non-defective products, F.O.B. point of original shipment, uninstalled. NEO shall have no liability except where damage results solely from the breach of NEO’s written warranty.
B. NEO SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, SUCH AS DAMAGE TO THE STRUCTURE OR FIXTURES TO WHICH NEO’S PRODUCT OFFERING ARE AFFIXED, NOR SHALL NEO BE LIABLE FOR ANY DAMAGES WHICH ARE BASED UPON ALLEGED NEGLIGENCE, BREACH OF MANUFACTURER’S WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY OTHER THAN THE LIMITED LIABILITY STATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SAME. INCIDENTAL, SPECIAL, AND CONSEQUENTIAL DAMAGES SHALL NOT BE RECOVERABLE EVEN IF THE RESUPPLY OF A NONDEFECTIVE PRODUCT, WHICH IS THE REMEDY PROVIDED BY THE WARRANTY, FAILS OF ITS PURPOSE, OR FOR ANY OTHER REASON.
C. All fixtures are furnished without lamps, unless otherwise specified in writing. When lamps are installed by NEO, it is done for the convenience of the customer and, as such, NEO assumes no responsibility for damage to the lamp or fixture, looseness of such lamps which may occur in transit, or any other liability resulting from such furnished lamps.

14. Specifications
A. Merchandise will be shipped in accordance with the standard styles, sizes and specifications as described in the Manufacturer’s catalog and specification sheets.
B. In the event of a conflict between a customer’s written order and a Manufacturer’s drawing or specification sheet marked “Approved”, the Manufacturer’s drawing or specification sheet shall prevail.
C. Every effort is made to avoid errors in published websites, catalogs, price lists, current Manufacturer’s specification sheets and other data. However, NEO will not accept responsibility for additional expenses incurred by buyer, or any other liability, resulting from reliance upon such website, catalogs, price list, Manufacture’s specification sheets or other data should the Manufacturer decide to change the details of design, material and finish in any way which may alter installed appearance or reduce function and performance.
D. NEO will not be bound by general or blanket instructions not contained within the buyer’s written order. All orders must contain complete written instructions.
E. Orders containing phrases such as “all materials to be supplied as per project plans and specifications” or similar phrases are subject to separate written acceptance by NEO.
F. Most Manufacturer’s products are UL/CSA listed. However, the addition of some accessories could negate this listing, or UL/CSA requirements may change and negate listings. Please consult NEO’s Home Office for appropriate listing on any specific product.
G. It is the buyer’s responsibility to ascertain the correct voltage for each order, and to so mark each order with the voltage. When NEO is requested to furnish Manufacturer’s specification sheets for submittal, NEO will furnish its standard sheets unmarked. It is the buyer’s responsibility to mark up the submittal sheets as it sees fit and submit to NEO.

15. Intellectual Property
A. Labels, stickers and similar items which have been applied to all Manufacturer’s products may not be removed, damaged or changed in any manner.
B. In the event that the buyer receives any claim or demand in any form from any third party alleging that any product breaches or infringes upon any intellectual property rights of a third party, the buyer shall immediately forward such notice to NEO’s Home Office. NEO shall forward the claim, all in its determination and at its direction and expense to the Manufacturer. The buyer shall cooperate with NEO and its Manufacturer in the defense of such claim.

16. General
A. Any addition, deletion, cancellation, or other change to an order is subject to the terms and conditions herein.
B. In the event of a conflict between the buyer’s terms and conditions (or any other agreement between buyer and NEO) and NEO’s terms and conditions, NEO’s terms and conditions shall govern. The buyer, by virtue of placing an order with NEO, expressly acknowledges and agrees to the preceding sentence.
C. NEO’s field representatives are independent sales contractors. They have no authority to assume or create any obligation, express or implied, nor do they have any authority to accept service or legal process on behalf of NEO.
D. Only NEO’s Officers may amend these terms and conditions of sale.
E. The headings and numbering on this page are for reference only.
F. NEO shall not be in default or responsible for delays or failure to perform resulting directly or indirectly from circumstances beyond its control, including, but not limited to, strikes, fires, riots, wars, hurricanes, acts of God, labor or transportation, inability to obtain materials, terrorist acts, or government regulations or restrictions.
G. Any dispute arising under this agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law rules. Exclusive venue shall be in state court in Broward County, Florida.
H. The Terms & Conditions of Sale herein supersede any other terms & conditions of sale previously published by NEO.