These General Terms of Purchase form part of each and every agreement between Lighthouse Electric, L.L.C.. (“Lighthouse”) and any party purchasing any goods from Lighthouse (“Purchaser”), including, but not limited to Lighthouse’s standard form Proposal for material sale (a “Proposal”).  It is a condition of any agreement between Lighthouse and Purchaser that any provisions printed or otherwise contained in any agreement, purchase order or confirmation hereof proposed or sent by Purchaser to Lighthouse, inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this document, shall have no force or effect, and that Purchaser by such proposed agreement, purchase order or confirmation or receipt of the goods and services hereinafter defined accepts this document without modification.  By such acceptance, these General Terms of Purchase annul in their entirety all conflicting printed or written conditions of sale established by Purchaser.  Purchaser accepts these General Terms of Purchase notwithstanding any possible oversight or omission on Lighthouse's part to refer explicitly to them and/or to oppose contradictory terms of sale.

 

As used hereinafter, the term “Goods” means: electrical or other products specified in and to be supplied by Lighthouse pursuant to a Proposal or other agreement between Lighthouse and Purchaser.  The term “Installation Services” means: work performed by Lighthouse to install Goods.

 

WARRANTY, DISCLAIMER, LIMITATION OF DAMAGES:  Lighthouse agrees to use good faith and reasonable efforts to assign all warranties relative to the Goods to Purchaser (or, in the alternative, to have Purchaser named directly as the beneficiary of all such warranties), and Lighthouse does hereby assign to Purchaser all of its right, title and interest in and to such warranties.  Further, Lighthouse does hereby covenant and warrant, which warranty shall expire one (1) year following the date Lighthouse completes its Installation Services, that the Goods sold to Purchaser to be free from defects in material and workmanship and the Installation Services performed by Lighthouse to be in a good, sound, and workmanlike manner.  Any action for breach of warranty arising under this Agreement shall be commenced within three (3) years after the expiration of the warranty; otherwise, such action automatically shall be deemed to have been waived; provided, however, that no action for breach of warranty may be brought unless written notice of the defect is provided to Lighthouse within ten (10) days after expiration of the one (1) year warranty period described above.

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THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND NO OTHER REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR WARRANTY OF HABITABILITY), ARE MADE BY LIGHTHOUSE IN CONNECTION WITH THE GOODS AND INSTALLATION SERVICES OR SALE THEREOF.  NO EMPLOYEE OR REPRESENTATIVE IS AUTHORIZED TO CHANGE THESE WARRANTIES IN ANY WAY OR GRANT ANY OTHER WARRANTY ON BEHALF OF LIGHTHOUSE.

 

LIGHTHOUSE MAKES NO WARRANTY AS TO MATERIALS, OTHER THAN THE GOODS, PURCHASED BY LIGHTHOUSE FOR USE IN PERFORMING ITS INSTALLATION SERVICES.  HOWEVER, CONTRACTOR'S WARRANTY DISCLAIMER HEREIN SHALL NOT LIMIT ANY WARRANTIES BY THE MANUFACTURER(S) WHICH ARE AVAILABLE TO THE PURCHASER.

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Claims under the above warranties shall be made in writing to Lighthouse.  If the Goods are judged by Lighthouse to be defective in material and workmanship, or the Installation Services judged by Lighthouse to be defective, the Goods will be replaced or the Installation Services reworked at the option of Lighthouse, free of charge except transportation.

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THE REMEDIES OF PURCHASER SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REMEDIES.  LIGHTHOUSE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM OR CAUSED BY THE GOODS EXCEPT AS RELATED TO THE INSTALLATION SERVICES.  LIGHTHOUSE SHALL NOT BE RESPONSIBLE TO REWORK OR REPLACE OR FOR DAMAGE OR DEFECT CAUSED BY ABUSE, MODIFICATIONS NOT EXECUTED BY LIGHTHOUSE, IMPROPER OR INSUFFICIENT MAINTENANCE, OR NORMAL WEAR AND TEAR UNDER NORMAL USAGE.  LIGHTHOUSE SHALL NOT BE RESPONSIBLE TO REWORK OR REPLACE OR FOR DAMAGE OR DEFECT CAUSED BY THIRD PARTIES.  THE LIABILITY OF LIGHTHOUSE TO PURCHASER, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE, SHALL NOT EXTEND BEYOND ITS OBLIGATION TO REWORK ANY INSTALLATION SERVICES OR REPLACE ANY GOODS FOUND TO BE DEFECTIVE.  LIGHTHOUSE SHALL NOT BE LIABLE FOR OR BE RESPONSIBLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE.

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Purchaser shall indemnify Lighthouse and hold it harmless from and against all claims of and liability to third parties including, without limitation, all employees of Lighthouse and Purchaser or of others for injury to or death of persons or loss of or damage to property arising out of or in connection with the Goods and Installation Services, except where such injury, death, loss or damage has resulted from the negligence of Lighthouse without negligence, fault or omission on the part of Purchaser or any third party.  Purchaser shall defend all suits brought upon such claims and pay all costs and expenses incidental thereto but Lighthouse shall have the right, at its option, to participate in the defense of any such suit, without relieving Lighthouse of any obligations hereunder.

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Lighthouse shall not be held responsible for any delay in performance of any contract made on the basis of a Proposal or other agreement between Lighthouse and Purchaser resulting in whole or in part from or made impossible or impracticable by any cause beyond the control of Lighthouse, including, but not limited to, fire, explosion, accident, breakdown, strike, adverse weather conditions, failure or refusal of any carrier to transport materials, delay in transport thereof, failure of any source of supply to honor orders within time periods customarily or heretofore experienced by Lighthouse in transportation media, sale or transfer of manufacturing facilities, embargo or any act of God or action or request of any governmental authority, failure or refusal of any carrier or contractor of any contingency or delay or failure or cause beyond Lighthouse's control.  Furthermore, Lighthouse shall not be held responsible for delay in shipment as a result of Purchaser's failure to pay outstanding invoices or Purchaser's failure to honor any of the terms and/or conditions as set forth herein.

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CHOICE OF LAW:  The law of the State of Oklahoma shall govern any action brought to enforce the terms hereof, including Oklahoma's conflict of law rules.  By accepting the Goods and Installation Services, Purchaser waives any objection to and submits itself to the personal jurisdiction of the Courts of the State of Oklahoma.  The venue of any action by either party hereto involving a dispute arising under or relating to a Proposal or any other agreement between Lighthouse and a Purchaser or any part thereof shall be in Tulsa County, Oklahoma.

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PAYMENT TERMS:  Purchaser agrees that all invoices will be paid within 30 days of receipt by Purchaser, with final payment to be made by Purchaser within thirty (30) days after final inspection.  Purchaser further agrees to pay late charges imposed by Lighthouse for failure to pay within terms.  Late charges will be assessed at 1-½% per month (18% annually), or the maximum allowable by law, whichever is less, on the unpaid balance from said due date until payment is made in full.  Purchaser hereby agrees that Lighthouse shall have a contractual lien for all labor and materials furnished by Lighthouse in performance under a Proposal or any other agreement between Lighthouse and Purchaser.  Lighthouse may also, at its discretion, file a mechanics’ lien, payment bond claim, or other legal remedy for the purpose of obtaining payment for overdue invoices.  If it is necessary for Lighthouse to file suit or otherwise engage legal counsel to enforce any provision contained herein, Lighthouse shall be entitled to receive its costs of suit and attorneys' fees from Purchaser.  If Purchaser shall become bankrupt or insolvent during the term of a Proposal or any other agreement between Lighthouse and a Purchaser, these General Terms of Purchase shall be deemed breached by Purchaser, and Lighthouse shall have the right to terminate the Proposal or other agreement by written notice to Purchaser.  Such termination shall not affect any claim for damages available to Lighthouse, nor shall it prejudice Lighthouse's right to any amounts then due under a Proposal or other agreement between Lighthouse and a Purchaser.

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TAXES:  Unless otherwise specifically provided herein, the amount of any present or future sales, use, revenue, excise or other tax applicable to the Goods and Installation Services or to the manufacture, use, or sale thereof, shall be added to the purchase price at the time of invoicing.  Should any taxing authority hereafter determine that taxes are due with respect to a sale transaction, Lighthouse reserves the right to bill and collect from Purchaser the amount of the tax applicable to the sale.  Any and all tax exemption certificates furnished by Purchaser to Lighthouse shall be acceptable to Lighthouse.

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INSPECTION:  Lighthouse agrees: 1) All Goods to be delivered hereunder to be subject to inspection by Purchaser at all reasonable times and places; 2) If Purchaser waives inspection, fails to inspect or inspects the Goods, this means that Lighthouse is relieved of any responsibility or liability with respect to such Goods, and such failing or inspection shall be interpreted as acceptance thereof by Purchaser.  All cost due to extraordinary expediting and/or inspection activities required by Purchaser to maintain the conditions as stipulated herein will be charged to Purchaser.

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TERMINATION:  Lighthouse has the right to terminate a Proposal or any other agreement between Lighthouse and a Purchaser without cause in whole or part by written notice to Purchaser.