1. Contract
Each sale of Earthlite products and services ("Products") and the acceptance of any purchase order submitted by a Purchaser of Products ("Purchaser") is expressly made conditional on Purchaser's assent to these Terms and Conditions of Sale (“Agreement”), and Earthlite agrees to furnish the Products only upon the terms and conditions of this Agreement. Any additional, different, or conflicting terms and conditions set forth in any documents issued by a Purchaser at any time, including without limitation any purchase orders and any specifications are hereby objected to by Earthlite, shall be wholly inapplicable to any sale of Products and shall not be binding in any way on Earthlite. No waiver or amendment to the terms and conditions of this Agreement shall be binding on Earthlite unless made in a writing expressly stating that it is such a waiver or amendment and signed by Earthlite.

2. Pricing and Availability
All products are subject to availability. All prices appearing in our Price List and Catalogs are subject to change without notice. Earthlite is not responsible for misprints in our price lists, catalogs or online. All orders are subject to acceptance by Earthlite.

3. Payment
The prices and terms for which Earthlite will sell the Products to Purchaser will be per Earthlite's established pricing and credit policies or as modified in writing by Earthlite, hereafter. Earthlite may extend payment terms upon approval of an acceptable credit application and payment history. Earthlite reserves the right to alter its credit terms at any time, at its sole discretion, without prior notice.

4. Purchase Order Changes, Cancellation and Delays
Purchaser may cancel a purchase order at no cost within 24 hours of placement. After 24 hours, Earthlite reserves the right to process Purchaser’s cancellation request as a Return as outlined in Section 9 of our Terms and Conditions of Sale and subject to a restocking fee. Online orders may not be changed after 24 hrs.

5. Delivery and Acceptance
Earthlite will make reasonable efforts to notify Purchaser of the anticipated delivery date of the Products. If a backorder causes the order to be sent in more than one shipment, Earthlite will cover the cost of regular shipping on all shipments following the original order (excluding international orders).

6. Missing Shipment, Damage, and/or Shortage Claims
Purchaser must inspect products upon delivery for any shortage and/or freight damage prior to signing receipt of delivery. Any damage must be noted on the Bill of Lading with the carrier and shortages or mis-shipments must be reported to Earthlite (with images of any damage) within 48 hrs. or the order will be considered delivered complete. Any freight claim submission will be Earthlite’s responsibility.

7. No Damages for Delay
Although Earthlite will attempt to meet shipment and delivery schedules, Earthlite will not be liable to Purchaser for any damages resulting from late shipment or delivery, including but not limited to direct, indirect, economic, incidental, or consequential damages, including without limitation lost profits or income, loss of use, downtime, cover, and employee or independent contractor wages, payments, and benefits.

8. Transportation Expenses
All transportation expenses shall be paid by Purchaser, unless otherwise specified. Our standard delivery method is commercial ground for small parcels and curbside liftgate delivery with notification for Freight delivery. Any additional charges resulting from Purchaser modified shipment terms or refused delivery are the responsibility of the Purchaser, including but not limited to wait time, storage, rescheduling, inside delivery and other associated delivery charges.

9. Risk of Loss
Notwithstanding any freight insurance provided during transport, the risk of loss, theft, destruction, or damage to the Products shall pass to Purchaser F.O.B. Earthlite’s applicable manufacturing facility.

10. Taxes
Earthlite will charge sales tax in all applicable states. The amount of any other present or future sales, use, excise, or other tax applicable to the sale or use of the Products sold hereunder shall be the responsibility of the Purchaser. Purchaser shall indemnify, defend, and hold Earthlite harmless from all such taxes.

11. Force Majeure
Earthlite shall not be liable for any actions or failure to act due to causes beyond its reasonable control, or due to acts of God, acts of Purchaser, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, car shortages, and inability due to causes beyond its reasonable control to obtain necessary labor, materials, or processing facilities.

12. Security Interest
Earthlite retains a security interest in the Products to secure all obligations owed by Purchaser to Earthlite. Purchaser authorizes Earthlite to file Uniform Commercial Code financing statements and to take such other actions as Earthlite determines to be appropriate to perfect its security interest.

13. Remedies
In the event of Purchaser's default under these Terms and Conditions of Sale or in the performance of any purchase order, Earthlite shall have available all rights and remedies at law or in equity. Purchaser agrees to pay Earthlite all costs and expenses, including attorney's fees, incurred by Earthlite in exercising any of its rights and remedies. No failure on the part of Earthlite to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof. No waiver by Earthlite of any default shall constitute a waiver by Earthlite of any additional or subsequent default.

14. Entire Agreement
All agreements and understandings of any character heretofore made between Earthlite and Purchaser are embodied herein and incorporated into a duly executed Earthlite Purchaser Agreement, and no changes shall be made hereto unless the same shall be in writing and duly signed by an authorized representative of both Earthlite and Purchaser. No terms or provisions contained in any purchase order submitted by Purchaser shall apply.

15. Severability
In the event any provision of these Terms and Conditions of Sale is held or determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect.

16. Arbitration
Earthlite may, at its discretion, settle any claim arising out of or relating to any purchase order, or the breach of non-performance of any provision hereof, by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in effect at the time such claim arises. Purchaser and Earthlite agree that any arbitration shall be administered and conducted in San Diego, California.

17. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of California without reference to its conflict of laws provisions. Purchaser hereby submits to the exclusive jurisdiction of courts of competent jurisdiction in San Diego County, California with respect to any claim or controversy arising out of or relating to this Agreement, or the breach of non-performance of any provision hereof. The United Nations Convention for the International Sale of Goods shall not be applicable to this Agreement.
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