GE current General Terms and Conditions User Manual

GE current General Terms and Conditions

GENERAL TERMS AND CONDITIONS

We are Current Lighting Solutions, LLC, doing business as “GE Current, a Daintree Company”, and “we” and/or “us” refers to Current Lighting Solutions, LLC or any of its affiliates (i.e. any subsidiary, subsidiary undertaking or holding company of Current Lighting Solutions, LLC).

About this Contract

These terms and conditions apply to all orders you place with us to the exclusion of any other terms that you might seek to use, or which are implied by law or custom.
Your order is an offer to purchase products in accordance with these conditions. We’ll accept your order by issuing a written acceptance. In absence of a written acceptance, but where product is shipped to you, these conditions and terms apply.
Once placed, an order may not be cancelled except in the circumstances described in Section 2.5 or Section 8 below.

All our quotations expire 30 days from the date of issue, and we may modify or withdraw them at any time prior to agreeing to a contract with you. A quotation is not an offer, and any samples, drawings, descriptions or advertising we issue to you won’t be part of our contract or have any contractual force.

Products

In these terms and conditions, “Products” means all equipment, parts, materials and components which are referred to in an order. If we agree to provide services to you, the terms applying to those services will be set out in a separate statement of work.

For orders including software, you’ll need to sign an additional user agreement before using that software. For Products including firmware, by placing your order you agree to accept a non-exclusive, non-transferable license to use that firmware on the following conditions:

• You won’t copy, reproduce, translate, adapt, reverse engineer or modify the firmware, nor communicate it to any third party;
• You won’t use the firmware on any equipment other than the Product in which it is embedded, and you won’t remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears on that Product; and
• This license may be terminated by either party with 28 days’ written notice, provided that we will only terminate it if your continued use or possession of the firmware infringes any third party’s rights.

Where we agree to manufacture Products to your specification, you will indemnify us for all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of that specification. This Section 2.3 shall survive termination of the contract.
We reserve the right, in our sole discretion and without incurring any liability to you, to alter the specification or design of any Product or model if we are required to do so by any applicable court order, statute, or regulation. If you have ordered Products affected by this Section, we’ll make reasonable efforts to notify you of such changes.

We reserve the right, in our sole discretion and without incurring any liability to you, to: (a) alter the specification or design of any Product or model, (b) discontinue or limit the manufacture of any Product or model, (c) discontinue or limit the development of any new Product or model, whether or not announced publicly; (d) manufacture or develop new Products or models having features which may make any Product wholly or partially obsolete; or (e) change any method of distributing any Product covered by this agreement, including changing the division, department or operation through which we are acting. We will make reasonable efforts to inform you of any such changes. If any such change will materially affect the nature or quality of Products subject to an existing order, we reserve the right to substitute a replacement product for any Product so affected. If we are unable to identify a suitable substitute, we will notify you and you may cancel the order if you choose.

You agree to use our Products only for lawful purposes and in accordance with the instructions and installation guides we supply.

No intellectual property rights are transferred to you pursuant to any agreement made under these terms and conditions.

Delivery & Title

We will deliver the Products to the location set out in the order (or such other location as we may both agree in writing) (“Delivery Point”). Unless otherwise specified in the order, if your order meets or exceeds the applicable freight allowance (as defined in the Product documentation) Products will be delivered CPT (Incoterms 2020), otherwise Products will be delivered FCA Origin (Incoterms 2020).
Title to the Products passes to you upon delivery of the Products to the carrier. Delivery is completed upon the unloading of the Products at the Delivery Point. You are responsible for unloading.
We will use reasonable efforts to deliver the Products by the date specified in the order. Time of delivery shall not be of the essence. We’re not liable for any delay in delivery that is caused by any circumstances beyond our control, including a force majeure event and/or anything that you do or fail to do.

We may deliver the Products early, in partial shipments, or both. Each shipment will be invoiced and paid for separately. A delay to or defect in one shipment does not give you a right to cancel any other shipment.
We won’t accept orders below the minimum order value, which was communicated to you when you opened your account with us. If we agree to accept an order below the minimum order value, we’ll notify you of the additional handling surcharge you will need to pay. Our agreement to accept an order below the usual minimum order value in one instance doesn’t apply to any future order.

You must notify us for any claims for damage or shortage within thirty (30) days of receipt of shipment. If the shipment has shortages or damages not discernible to the eye upon receipt, the notice period will extend to sixty (60) days. All claims for damages must include pictures of the damaged item(s).

If we fail to deliver the Products, our liability is limited to the costs and expenses you incur obtaining replacement products of similar description and quality at the least expensive price available, less the price of the Products. We have no liability for any failure to deliver Products where such failure is caused by a force majeure event or circumstances beyond our reasonable control.

Where we are responsible for the delivery of the Products, if you fail to take delivery of the Products within two days of the originally scheduled date, then (unless such failure is caused by a force majeure event), delivery of the Products shall be deemed to have been completed at 9 am on the third day after the originally scheduled delivery date, and we will store the Products at your risk until delivery takes place, and charge you for all related costs and expenses (including insurance).

Title to the Products will not transfer to you until you have paid in full all amounts owing to us in respect of such Products. This Section does not apply to any software, which shall be the subject of separate terms and conditions.
Until title in the Products has passed to you, you will: (a) store the Products separately from other goods you hold so that they are readily identifiable as our property; (b) not remove, deface or obscure any mark or packaging on or relating to the Products; (c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and (d) notify us immediately of any event listed in Section 7.1.

At any time before title passes to you, we may ask you to deliver up all the Products in your possession or enter your premises to repossess them. Any proceeds of your sale of any Products shall be held in trust for us.
We are entitled to maintain an action for the price of any Products notwithstanding that title to them has not passed to you.

Warranty

For all Products other than software, we warrant that the Products comply with our published specifications and are free from defects in material, title, and workmanship in accordance with our published Product warranty conditions, available at https://products.gecurrent.com/document-library. The warranty for any software will be set out in the separate agreement pertaining to use of that software, and for any service in the statement of work for that service. WE OFFER NO WARRANTY OF ANY KIND FOR COMPONENT PURCHASES.
THIS SECTION 4 STATES YOUR EXCLUSIVE WARRANTIES AND SOLE REMEDIES AND OUR ENTIRE LIABILITY FOR ALL CLAIMS BASED ON FAILURE OR DEFECT WITH RESPECT TO THE PRODUCTS, WHETHER ARISING DURING OR AFTER THE WARRANTY PERIOD. ALL OTHER LIABILITIES, INCLUDING ANY LIABILITY FOR CONSEQUENTIAL OR INDIRECT LOSSES AND OR DAMAGES, ARE EXPRESSLY EXCLUDED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO IMPLIED OR STATUTORY WARRANTIES APPLY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.

Price and Payment

The price of the Products shall be the price set out in the order, or if no price is quoted, the price included in our price list at the date of delivery. We may increase the price of the Products to reflect any increase in cost which is due to (a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs; (b) anything you have asked us to do or to change; or (c) any delay caused by you or by your failure to give us adequate or accurate information. If we need to adjust the price, we will notify you at any time prior to seven (7) days before the Delivery Date.
The price excludes: (a) amounts in respect of sales tax or value added tax imposed by any governmental authority; (b) any matters which are for your account according to the selected Incoterms; and (c) the costs for collection, treatment and disposal of waste and packaging for Products, all of which you are responsible for. All transactional taxes (i.e. Sales Taxes) will be separately itemized and assessed on the invoice, unless an exemption certificate or other proof of exemption from such taxes is provided at the time the order is placed.

We’ll send our invoice to you on the date that goods are shipped, unless otherwise agreed in the order. You must tell us about any dispute relating to an invoice in writing within 5 Business Days of receipt. You expressly waive your right to disputes not initiated within this period.

You will pay each of our invoices within 30 days of the date of the invoice (or in accordance with such payment terms as are mutually agreed in the order) in full and in cleared funds to our specified bank account, without deduction, discount, set-off or abatement. Time for payment shall be of the essence of the contract.

If you don’t make a payment by its due date, then, without limiting our remedies under Section 7:

• Except for invoiced payments which you have successfully disputed, you must pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of four percent (4%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
• You must also reimburse us for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and collection fees.
• In addition to all other remedies available under this Agreement or at law (which we do not waive by the exercise of any rights under this Agreement), if you fail to pay any amounts when due under this Agreement, we may (a) suspend the delivery of any Products, (b) reject your Purchase Orders (c) cancel accepted Purchase Orders, or (d) terminate this Agreement.

All amounts due under the contract shall be paid in full without any set off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

LIMITATION OF LIABILITY

OUR TOTAL LIABILITY TO YOU, FOR ALL CLAIMS OF ANY KIND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PRICE PAID BY YOU FOR THE ORDER FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
WE HAVE NO LIABILITY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA, OR INFORMATION, OR LOSS OF OR DAMAGE TO GOODWILL.

Our total liability under this contract shall terminate upon the expiration of the warranty period as defined in Section 4. This Section 6 shall survive termination of the contract.
For the purposes of this Section 6, “we/us” includes us, our affiliates, subcontractors, suppliers of any tier and their respective agents, employees, successors and assigns, whether individually or collectively.

Termination

1. Without limiting our other rights or remedies, we may terminate this contract with immediate effect by giving you written notice if:
   • you commit a material breach of any term of the contract and you fail to remedy that breach within 5 days of being notified in writing to do so;
   • you become insolvent, make an assignment for the benefit of creditors, have a receiver or trustee appointed, or become the subject of a proceeding under bankruptcy or insolvency law that is not dismissed within 30 days of the filing date thereof;
   • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
   • your financial position deteriorates to such an extent that in our opinion your capacity to adequately fulfil your obligations under the contract is in jeopardy.
2. Without limiting any of our rights or remedies, we may suspend provision of the Products under the contract or any other contract between us if you become subject to any of the events listed in Section 7.1, or we reasonably believe that you are about to become subject to any of them, or you fail to pay any amount due under this contract on the due date for payment.
   Without limiting our other rights or remedies, we may terminate the contract with immediate effect by giving written notice to you if you fail to pay any amount due under the contract on the due date for payment.
   On termination of the contract for any reason (including as a result of force majeure per Section 8, you will immediately pay all of our outstanding unpaid invoices and interest, and fees allocable to Products supplied but for which no invoice has been submitted, we’ll send you an invoice, which shall be payable immediately on receipt.
   Termination of the contract, however arising (including as a result of force majeure per Section 8, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages arising from any breach of the contract which existed at or before the date of termination.
   Any provision of the contract that expressly or by implication is intended to come into or continue in force on or after termination of the contract shall remain in full force and effect.

Force Majeure

Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure is a direct or proximate result from an event, circumstance, or cause beyond a party’s reasonable control after such party has expended a good faith and reasonable effort to perform its obligations despite the event, circumstance, or cause. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligations has been delayed or failed to be performed. If the period of delay or non-performance continues for 90 days, the party not affected may terminate this agreement by giving 10 days’ written notice to the affected party.

General

Assignment and transfer

• We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of our rights or obligations under the contract.
• You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of your rights or obligations under the contract without our prior written consent.

Confidentiality & Data Protection

• Each party represents that it shall not any time during the contract and for a period of 2 years after completion or termination of the contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Section 9.2(b).
• Each party may disclose the other party’s confidential information: (i) to its employees, officers, affiliates, representatives or advisors who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the contract, provided that each party shall ensure that any such recipient of confidential information also complies with this Section 9.2; and (ii) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
• Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the contract.
• Each party shall comply with all the obligations imposed on a controller under any applicable local, state, provincial, or federal law or regulation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Entire Agreement

• This contract constitutes the entire agreement between the parties and supersedes and terminates all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• Each party agrees that it shall have no remedies in respect to any statement, representation, assurance or warranty (whether made intentionally or negligently) that is not set out in this contract. Each party agrees that it shall have no claim for intentional or negligent misrepresentation or negligent misstatement based on any statement in this contract.

Modification
No modification of this contract shall be effective unless it is in writing and signed by the parties.

Waiver
No failure or delay by a party to exercise any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severability
If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the contract is deemed deleted under this Section 9.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Notices

• Any notice given to a party under or in connection with this contract shall be in writing and shall be: (i) delivered by hand or by pre-paid first class post or other next working day delivery services at its registered office (if a company) or its principal place of business (in any other case).
• Any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9 am on the second business day after posting; and (ii) if sent by email, at the time of transmission, or if this time falls outside business hours (being 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday) in the place of receipt, when business hours resume.
• This Section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Third party rights
Unless it expressly states otherwise, this contract does not give rise to any rights to a third-party to enforce any term of the contract. Survival
The following Sections of this contract shall survive termination, cancellation or expiry of the contract: 2.3, 4, 5.2, 6, 9.2, 9.10.

Governing law and jurisdiction

• The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of the State of Ohio.
• Each party irrevocable agrees that the Federal District Court of the Northern District of Ohio shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this contract or its subject matter or formation.

Rebates

• “Environmental Attributes” means all characteristics that enable the energy that Products produce, consume, or avoid consuming to qualify as renewable energy and includes all the Products’ benefits to the environment, including, but not limited to, avoided emissions or other impacts to air, water, or soil that may occur through the Products’ displacement of nonrenewable and less environmentally friendly energy sources. Environmental Attributes include but are not limited to: all rights to claim or receive any incentives, or other similar mechanisms offered by regional transmission organizations, independent system operators, grid companies, or local, state, federal, or international governmental and non-governmental organizations; carbon trading credits; energy efficiency resources; and emissions reduction credits. Notwithstanding anything to the contrary contained herein, Environmental Attributes shall not include the following: renewable energy credits or certificates; investment credits; tax credits; emissions allowances; green tags; tradable renewable credits; and Green-e® products. Environmental Attributes participation by any Customer does not apply to local utility rebate programs.
• We retain all rights and interests, free and clean of any liens and encumbrances, in and to Environmental Attributes that may be associated with Products included in an order, purchase order, or bill of sale; excluding any Environmental Attributes that may be enrolled or included in an incentive program involving a utility or other rate-payer funded program, unless you notify us in writing that you desire to retain the rights to the Environmental Attributes. If you choose not to participate in an incentive program involving a utility or other rate-payer funded program following a qualified and eligible Product purchase, we will retain all rights to participate in any incentive program.

High Risk Uses.
You acknowledge that the Products are not designed for real-time control or time-sensitive applications that have the potential to cause death, personal injury, or property damage or that could result in radioactive, chemical, or biological contamination or environmental damage. You assume the entire risk for any such use and shall defend and indemnify us from any liability to third parties resulting from such use.

No Franchise or Business Opportunity Agreement.
You agree that we are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between us. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party.

Trademark License.
You acknowledge that our rights to use “GE” and the GE monogram logo (“GE Licensed Marks”) are governed by the terms and conditions set forth in a trademark license agreement (“TLA”) between us and the General Electric Company (“GEC”) and subject to the limitations thereof. You also acknowledge that our right and ownership of the “GE Current, a Daintree Company” trade name and the goodwill associated therewith. You agree that you will not in any manner use such words, logos, trade names or any other of our or GEC’s trademarks, or any imitation or variant thereof, including the use of such as a part of your trade name, company or firm name, nor will you grant such use to any subsidiary or affiliate or to customers of, or dealers appointed by, you. You agree to comply at all times with the rules and regulations furnished to you by us with respect to the use of such trade names and trademarks. You shall express and identify properly your non-exclusive “Authorized Distributor” relationship with us for the Product(s). You shall not publish, cause to be published, encourage or approve any advertising or practice which might mislead or deceive the public or might be detrimental to the good name, trademarks, good will or reputation of us or our products. You agree to discontinue any advertising or practice deemed by us to have such effect. You further agree to furnish to us for approval a copy of your advertising materials that incorporate any of the GE Licensed Marks or our trademarks and trade names prior to your first use of such materials. If we request changes to previously approved materials, you shall promptly make such changes and shall be allowed to continue to distribute such materials then existing in inventory for no longer than three (3) months. Upon the termination of this Agreement, you shall discontinue all use of trademarks and trade names of ours, and shall not thereafter use any name, title or expression in connection with any business in which you may thereafter be engaged which, in our sole judgment, so nearly resembles any trademark or trade name or part thereof, owned by us, as may be likely to lead to confusion or uncertainty on the part of the public. You agree that GEC shall be a third-party beneficiary of our right to enforce any restriction with respect to the use of the Licensed Marks. GEC shall have the right to directly enforce such rights against you and to perform its own audits and inspections to determine compliance.

Compliance with Antiboycott Laws.
(a) You will comply with all US antiboycott laws and regulations, including, but not limited to, the Anti-Boycott Act of 2018 and the Internal Revenue Code (collectively, “Antiboycott Laws”); (b) you will not take any action that violates the Antiboycott Laws; and (c) you will not: (i) refuse, or agree to refuse, to do business with Israel or any other nation or company subject to a boycott not endorsed by the United States; (ii) discriminate against, or agree to discriminate against, any person on the basis of race, religion, sex, national origin, or nationality; (iii) furnish, or agree to furnish, information about the race, religion, sex, national origin, or nationality of another person; (iv) furnish, or agree to furnish, information about business relationships with or in Israel or any other nation or company subject to a boycott not endorsed by the United States; or (v) implement letters of credit containing terms or conditions prohibited by the Antiboycott Laws.
December 2021

1975 Noble Road, East Cleveland, Ohio 44112

www.gecurrent.com

References

• LED Commercial Lighting and Lighting Controls | Current - GLI Brands

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