These are our general terms and conditions. Unless a client receives an alternative agreement, this agreement will prevail. These terms are subject to change and will be updated here: www.vestedenergy.com/terms
Terms and Conditions
Customer organization (Purchaser), Vested Energy LLC (VELLC) agrees to be bound by all terms and conditions combined and incorporated herein. All proposals or quotes for purchase, issued by VELLC to purchaser, should be carefully reviewed. Any provisions in Purchaser’s issued purchase order acknowledgement forms or other similar documents, which are inconsistent with the provisions of VELLC issued proposals or quotes, shall be of no force or effect against VELLC.
1.Entire Agreement: The VELLC proposal or quote and these terms and conditions therein incorporated, constitute the sole and entire agreement between purchaser, VELLC and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. VELLC shall be obligated to perform only in accordance with the terms of their provided proposal or quote.
2.Proposal and Quotes: Unless earlier withdrawn, all proposals and quotes are valid for 30 days.
3.Financing: Notwithstanding the agreed upon Payment Schedule, any project that will be paid by any other means, will be contingent upon the Purchaser obtaining financial approval, prior to VELLC’s acceptance of any purchaser’s purchase order and must be suitable and approved in writing by VELLC.
4.Payments: Unless otherwise noted in writing by VELLC or via an alternate Payment Schedule is agreed upon by both parties, 50% of the purchase price will be due upon first delivery. The balance will be due upon either completion of installation and or upon delivery in the case of customer performing the install, depending on Scope of Work agreed upon by both parties.
5.Customer Acceptance: VELLC specifies lighting using to industry standards, sample testing, and input from the customer regarding its requirements and needs. The execution of this contract or issuance of a purchase order constitutes customer approval of the specified product. The order cannot be cancelled and products cannot be returned due to non-technical reasons, aesthetic reasons unless previously noted, or personal preference except due to product malfunction per Manufacturer's Warranty(see Manufacturer's Warranty).
6.Removal: The VELLC proposal or quote shall include the Removal of related work debris, unless noted.
7.Title: All rights, title and interest on the goods, and all accessories to or products of the goods, shall remain with VELLC until the purchaser has remitted full payment to VELLC for such goods without exception.
8.Customers Acts or Omissions: If VELLC’s performance of their obligations under this proposal or quote is prevented or delayed by any act or omission of purchaser or its agents, subcontractors, consultants or employees, VELLC shall be held harmless and not deemed in breach of its obligations under this proposal or quote and not be liable for any costs, charges or losses sustained or incurred by Purchaser, in each case, to the extent arising directly or indirectly from such prevention or delay.
9.Delays: If customer causes delays are in excess of two (2) weeks, VELLC reserves the right to bill the customer for any additional costs associated with the delay, and progress payments towards the final amount due.
10.Permits and memberships: Permitting or membership fees are not included in the quoted price. VELLC is not responsible for obtaining permits or memberships, such as vendor networks or industry specific associations. VELLC will obtain permits and memberships at an additional cost for the purchaser, which the purchaser will owe, without prior agreement in writing from VELLC.
11.Rebate: All rebates, grants and incentives are estimated and not guaranteed by VELLC. VELLC proposals or quotes terms and conditions remain in full force, regardless of approval or denial of any rebate amounts estimated in all proposals and quotes provided by VELLC.
12.Customs and Tariffs: In the event the US Customs or any other government entity holds up trade, levies tariffs, or adds on surcharges to a Purchaser's order, VELLC may charge the additional fees at cost. Meaning if a tariff on a shipment is 6% of the total bill, VELLC will pass that 6% on to the Purchaser without any additional mark-up. The Purchaser will notified of such action prior to receiving the invoice from VELLC.
13.Late Payment: In the event payments are not received by VELLC when due, VELLC may charge interest on any unpaid amounts at a rate of 1-½% per month. Beginning from the date such payment was due until date paid.
14.Attorney’s Fees: If any action at law or in equity is necessary to enforce or interpret any terms and conditions of any proposals or quotes, the prevailing party shall be entitled to reimbursement from the other party of reasonable attorney’s fees costs and necessary disbursements in addition to any other relief to which such party may be entitled. If VELLC must retain attorneys to collect any invoice or portions thereof, VELLC will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum permitted by law.
15.Labor Warranty: Labor Warranty: VELLC provides a limited labor warranty for one (1) year after completion of this project. VELLC will provide labor for required work on malfunctioning lighting fixtures due to electrical/ mechanical failure once after the first four (4) months from the installation date or if a 7% or greater failure rate occurs, whichever comes first. In months five (5) through twelve (12) after job completion, VELLC will provide labor for malfunctioning fixtures after a 7% or greater failure rate occurs or during the twelfth (12) after installation, whichever comes first. This frequency resets itself each time the requisite percentage of malfunctions occur during months five (5) through twelve (12) months after installation. If a 10% fixture failure in total occurs during the year after installation, VELLC and reserves the right to investigate to examine if there is some external cause for failure outside of the fixture and its components. VELLC is not liable for any labor for repair of malfunctioning fixtures due to damage caused by customer or facility (ex. power surges, faulting building wiring, frequent power generator on/off cycle, etc.). This labor warranty is not provide in for customers when VELLC is just supplying product. VELLC makes no warranties in addition to or in extension of any third-party manufactured products and will not be held liable for any warranties.
16. Limited Extended Service Agreement on LED Electrical/Mechanical Failure (applicable only if specified on proposal or quote for a turnkey project):
If specified in proposal or quote for a turnkey project, the project will have a 31st day - 5 year/ 60 month warranty on the labor to replace failed LED fixtures/lamps due to electrical or mechanical breakdown. Work will only be performed when 10 or more LED fixtures have failed. If less than 10 fixtures fail over the course of a year, 1 site visit will be performed at the end each 12 month period if necessary. Plan starts the 31st day after installation is complete.
Conditions & Limitations:
Product must be operated and maintained in conformance to the following requirements:
a. External causes such as fires (not caused by the covered material), earthquakes, floods and thunderstorms, vandalism, improper power supply, power surges or dips or the fault or negligence of any third party will disqualify the claim.
b. Improper or unauthorized use, handling, storage, alteration, maintenance or service.
c. A request specifying the issue and number of fixture malfunctioning must be sent to the Vested Energy to initiate any necessary scheduling of work. Upon completion of work, customer must sign document certifying that Vested Energy has performed required work.
d. If a fixture failure of 12% or more occurs, Vested Energy reserves the right to investigate to determine if there are extraneous reasons for fixture failure.
17.Disclaimer: EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 11 ABOVE, VELLC MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) WARRANTY OF TITLE, (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALINGS, COURSE OF PERFORMANCE, USAGE OF TRADE OR ANY OTHER PERFORMANCE OR USE ASSUMPTION, EXPRESSED OR IMPLIED.
18.Existing Equipment Condition and Voltage: This contract assumes that all existing electrical equipment is in good working condition and meets all codes. In the event that the existing equipment is not in good working order and/or is not up to code, the purchaser will be charged and owe for the additional work required to complete the installation. Unless noted, all specified lamps and fixtures are for 120 through 277 volt systems. If the location requires lamp(s) or fixture(s) using 480 volts or any other voltages that are not 120 through 277 volts for lamp(s) or fixture(s) and this was not identified by the purchaser to VELLC in writing prior to proposal or quote, there will be additional costs owed by the purchaser for upgrade solutions or system changes to meet the undisclosed requirement of 480 volts or any other voltage not 120 through 277 volts.
19.Breach of Purpose: In the event of breach by purchaser of any of its obligations under this proposal or quote, VELLC (a) may demand immediate payment in full prior to the performance of any further services to purchaser, (b) may terminate the purchase order with immediate effect, whereupon VELLC shall receive all damages suffered by reason of such termination, including costs, expenses and reasonable attorney’s fees, and (c) shall have the right to take possession of any good(s) of which it retains title and upon five (5) days written notice by VELLC, which shall be be delivered to VELLC by Purchaser, at their cost, at a time and place designated in such notice from VELLC.
20.Nonwaiver of Rights: The failure of VELLC to assist upon or enforce any stance, strict performance of any of the terms of this proposal or quote, or to exercise any rights herein conferred, shall be construed as a waiver or relinquishment to any extent and all rights to assert or rely upon such terms or rights on a future occasion are valid and remain in full force.
21.Remedies: VELLC’s remedies shall be cumulative and any and all remedies herein specified do not exclude any additional remedies allowed by law, now or into the future. Waiver of any breach shall not constitute waiver of any other breach or the same or any other provision. Acceptance of any item(s) or payment(s) therefore shall not waiver any breach.
22.Assignment: Neither party may assign this proposal or quote, including without limitation of any of its rights or obligations hereunder, without the express written consent of the other party hereto; provided that VELLC may assign this order, including without limitation any of its rights or obligations hereunder, to any of its parents, subsidiaries or affiliates or to any third party which merges with VELLC or acquires all or substantially all of its business and assets or a substantial part or its assets or business relating to this purchase order without Purchaser’s consent.
23.Governing Law: THIS PROPOSAL OR QUOTE, FOR ALL PURPOSES, SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO CONFLICTS-OF-THE-LAW PRINCIPLES. ANY ACTION OR PROCEEDING BY EITHER OF THE PARTIES TO ENFORCE THIS PROPOSAL OR QUOTE SHALL BE BROUGHT ONLY IN ANY STATE OR FEDERAL COURT LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA, COUNTY OF DELAWARE AND THE EASTERN DISTRICT OF PENNSYLVANIA.
24.Force Majeure: VELLC shall not be liable or responsible to Purchaser, nor be deemed to have defaulted or breached this proposal or quote, for any failure or delay in fulfilling or performing any term of this proposal or quote, when and to the extent that such failure or delay is caused by or results from any acts or circumstances beyond the reasonable control of VELLC, including and without limitation, acts by God, fire, flood, earthquake, explosions, government actions, war, invasions, hostiles (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, insurrection, revolution, epidemic, pandemic, lockouts, strikes or other labor disputes (whether relating to either parties, workforce or not), restraints or delays affecting carriers, or any inability or delay in obtaining supplies of adequate or suitable materials, any materials or telecommunications breakdown or power outage.
25. COVID-19: COVID-19 may cause disruptions in cost of materials, labor and shipping. In the event such disruptions become applicable to the project, contractor and owner agree to try to find alternatives. In such an event, however, owner shall be responsible for such increased costs.
26.Customer Consent for Use in Marketing Pieces Either by signing VELLC's estimates/quotes or by issuing a PO for VELLC's services, the Customer consents to allow VELLC to reference the customer's name and use images and information from its projects for VELLC's marketing purposes.
27.Miscellaneous: (a) All rights granted to VELLC hereunder shall be in addition to and not in lieu of VELLC’s rights by operation of law. (b) Any provisions of a hard or faxed copy or email send of proposal or quote, which is to be typewritten by VELLC, shall supercede any contrary or inconsistent printed provisions therein. (c) No modifications or any change of terms of any proposal or quote provided to any purchaser shall be valid without the written authorization by VELLC. (d) Should any of the provisions of a purchaser’s proposal or quote be declared by a court of competent jurisdiction to be invalid, such a decision shall not effect validity of any provisions provided by VELLC in any proposal or quote provided to any purchaser.
Exclusions and Contingencies
1.If labor is included with this proposal:
a) All work to be performed during day shift, unless noted in contract.
b) If union labor is required, VELLC will supply the union cost increase charge(s), which will be owed by the purchaser.
c) All existing lamps will be packaged by installer, picked up, and disposed of by a certified disposal service.
2.The Customer will provide security and space for any necessary storage, staging area, and recycling.
3.The Customer will provide all necessary communications to its workers and ensure VELLC personnel is approved to enter the premises without unreasonable delay.
4.If additional non-standard safety gear and or tools is required, VELLC will make such purchases that would be submitted for reimbursement.
5.Proposal or quote provided to any purchaser assumes permits are not necessary for your project. If permits are necessary, their cost(s) will be owed by the customer, not VELLC.
6.Any troubleshooting, repair or replacement of the existing branch circuit conductors, lighting controls and circuit breakers are excluded from this proposal and if any additional cost(s) are required, they will be owed by the purchaser, not VELLC.
7.If any unforeseen electrical or mechanical work is required, the customer will be notified and owe for any charges related to this required work, not VELLC.
8.LED lighting is constantly changing. VELLC reserves the right to upgrade the material quoted in this proposal to equivalent suitable products as product availability and project conditions dictate.
9.Any replacement of lenses is an additional cost and will be owed by the purchaser, not VELLC. Notice will be included in a change order to be signed by the purchaser.
10.Proposals and/or quotes include all equipment captured in the audit. If any equipment was, for any reason, not captured during the audit and is required, these cost(s) will be owed by the Purchaser and included in a change order outlining the additional work and cost(s) that will be charged and owed by the Purchaser.
11.Any product or materials involved in the project and not stated in scope of work and/or contract, if deemed hazardous and needs to be moved, altered or removed, additional charges will be applied accordingly.
12.This is a quotation on the goods named, subject to the conditions noted above. Vested Energy, LLC is authorized to make this proposal on behalf of our supplier(s) who are the manufacturers and the sellers of these items in this proposal. Vested Energy LLC is Independent from Contractors, not an employee or servant of any of our supplier(s) or manufacturer(s). Any claims on non-delivery and claims relating to the quantity or performance of the product shall not be made against Vested Energy LLC.