Terms and Conditions of Sale
Seller: LedStockUSA, a brand operated by Yulz Design LLC, d/b/a Luzon Group (“Seller,” “we,” “us”).
Scope and Acceptance of These Terms
These Terms and Conditions of Sale (the “Terms”) govern all quotations, offers, order acknowledgments, and sales of products by Seller to the buyer identified on the applicable order (“Buyer”). By placing an order, issuing a purchase order, or otherwise purchasing from Seller, Buyer accepts these Terms in full.
Exclusive terms; rejection of conflicting terms. Seller’s acceptance of any order is expressly conditioned on Buyer’s assent to these Terms. These Terms prevail over any conflicting, additional, or different terms contained in any Buyer purchase order, form, or other document, all of which are hereby rejected and shall not become part of any contract between the parties, even if Seller ships goods after receiving them, unless Seller agrees to such terms in a writing signed by an authorized representative of Seller. This provision is intended to control the “battle of the forms” under U.C.C. § 2-207 (Cal. Com. Code § 2207).
Commercial and Consumer Sales
Seller may sell products to commercial purchasers, contractors, distributors, resellers, installers, governmental entities, and individual consumers. Commercial buyers and contractors are the primary intended purchasers of Seller’s products.
Certain provisions of these Terms may apply differently depending on whether Buyer is purchasing products for commercial or business purposes or for personal, family, or household use. Nothing in these Terms is intended to waive, limit, or exclude any consumer rights that cannot legally be waived under applicable law.
2.1 Commercial buyers
By placing an order for commercial, professional, trade, or resale purposes, Buyer represents and acknowledges that:
- Buyer is a business entity or a professional individual purchasing goods in the course of a trade, business, or profession;
- Buyer has the knowledge, expertise, and resources to evaluate the suitability of the goods for Buyer’s intended application; and
- such purchase constitutes a commercial transaction between merchants within the meaning of the Uniform Commercial Code as adopted in California.
Commercial buyers acknowledge that they are sophisticated parties with the ability to evaluate the terms of this agreement, and that the limitations of liability, warranty disclaimers, and restocking-fee provisions represent a reasonable commercial allocation of risk.
2.2 Consumer buyers
Where Buyer purchases for personal, family, or household use, Buyer retains all consumer rights that cannot lawfully be waived under applicable federal and state law. To the extent any provision of these Terms conflicts with a non-waivable consumer protection, that provision applies to a consumer Buyer only to the fullest extent permitted by law, and the remaining provisions continue in effect.
2.3 Resale compliance
If Buyer intends to resell the goods, Buyer is solely responsible for compliance with all applicable consumer protection, warranty, labeling, and product safety laws in connection with such resale. If Buyer misrepresents its purchasing status, Seller reserves all rights and remedies available at law and in equity, and Buyer shall indemnify and hold Seller harmless from any claims arising from such misrepresentation.
Orders, Pricing, and Payment
Quotations and orders. Quotations are valid for 30 days unless otherwise stated and are not binding until Seller issues an order acknowledgment. Prices are exclusive of taxes, shipping, and handling unless expressly stated.
Currency. All prices, invoices, and payments are in U.S. Dollars (USD). Buyer is responsible for any currency conversion or bank fees.
Payment methods. Seller accepts payment by credit/debit card, wire transfer, and approved trade credit terms (Net 30/60/90) where offered. Published prices are the same regardless of payment method selected.
Trade credit. Any extension of trade credit (including Net 30/60/90) is subject to credit approval and to the separate terms of Seller’s financing partner. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus costs of collection.
Taxes. Prices are exclusive of all sales, use, excise, and similar taxes. Buyer is responsible for all such taxes unless Buyer provides a valid resale or exemption certificate acceptable to Seller.
3.1 Title and Risk of Loss
Unless otherwise agreed in writing, title and risk of loss pass to Buyer upon Seller’s delivery of the goods to the carrier (F.O.B. Origin / Shipping Point). Buyer acknowledges that Seller’s responsibility for the goods ends upon delivery to the carrier.
Any claims for loss or damage occurring during transit shall be made by Buyer directly with the carrier. Seller may assist Buyer with documentation related to transit claims but assumes no liability for carrier-related loss or damage. Shipments may originate from Seller’s warehouse network located in California, Texas, Georgia, and New York.
Shipping, Delivery, and Inspection
Delivery dates are estimates only and are not guaranteed. Seller is not liable for delays beyond its reasonable control.
Buyer must inspect goods promptly upon receipt and notify Seller in writing of any shortage, shipping damage, visible defect, or non-conformity within five (5) business days of delivery. Failure to provide such notice within the inspection period shall constitute acceptance of the goods.
Returns and Restocking Fee
Authorization required. Returns are accepted only with a Return Merchandise Authorization (RMA) issued by Seller in advance and only for goods in their original, resalable condition and packaging.
Restocking fee. Authorized returns are subject to a restocking fee ranging from 15% to 25% of the purchase price of the returned goods. The applicable rate within this range is determined on a case-by-case basis according to documented, objective criteria, including the condition of the product, the time elapsed since delivery, restocking labor, and resale difficulty.
Return freight. Buyer is responsible for all return freight charges unless the return results from Seller’s shipping error, a verified warranty defect, or a product delivered materially different from the order confirmation.
Defective or non-conforming goods excluded. No restocking fee applies to goods that are defective or non-conforming. Buyer’s rights with respect to non-conforming goods are governed by U.C.C. § 2-601 and the warranty section below.
Limited Warranty and Disclaimer
Limited warranty. Seller warrants that the goods will, at the time of delivery, conform in all material respects to the manufacturer’s published specifications. Manufacturer warranties, where applicable, are passed through to Buyer to the extent assignable.
Exclusive remedy. Buyer’s sole and exclusive remedy, and Seller’s sole obligation for any breach of warranty, shall be, at Seller’s option:
- repair of the non-conforming product;
- replacement of the non-conforming product; or
- refund of the purchase price actually paid for the non-conforming product.
Warranty exclusions. This limited warranty does not apply to products subjected to improper installation, misuse, abuse, neglect, accident, improper storage, improper maintenance, unauthorized modification, electrical surges, improper voltage, environmental conditions outside published specifications, normal wear and tear, or any use inconsistent with the product documentation.
Warranty claims. Buyer must notify Seller in writing of any warranty claim within thirty (30) days after discovery of the alleged defect and provide reasonable documentation supporting the claim.
Limitation of Liability
Buyer acknowledges that the purchase price reflects the allocation of risk set forth in these Terms and that Seller would not enter into the transaction without these limitations of liability.
Cap on liability. Seller’s total aggregate liability arising out of or relating to any claim shall not exceed the purchase price actually paid for the specific goods giving rise to the claim.
Independent allocation of risk. The foregoing exclusions and the liability cap are an independent allocation of risk and shall remain enforceable regardless of whether any limited remedy provided herein fails of its essential purpose.
Mandatory carve-out. Nothing in these Terms excludes or limits liability for fraud, willful misconduct, gross negligence where prohibited by law, personal injury caused by Seller where applicable law prohibits such limitation, or any other liability that cannot legally be excluded or limited (including Cal. Civ. Code § 1668).
Consumer rights preservation. The foregoing limitations shall apply only to the fullest extent permitted by applicable law and shall not limit any rights that cannot legally be excluded for consumer purchasers.
Attorneys’ fees. In any action or proceeding arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, litigation expenses, and collection costs in addition to any other relief awarded.
Governing Law and Exclusive Forum
These Terms and any dispute arising out of or relating to them, the goods, or any transaction between the parties shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
Seller is a California limited liability company organized under the laws of the State of California and maintains its principal place of business in California. The parties acknowledge that California bears a substantial relationship to these transactions and agree that California law shall govern all matters arising from or relating to these Terms (see Nedlloyd Lines B.V. v. Superior Court, 3 Cal.4th 459 (1992)).
The parties irrevocably submit to the exclusive jurisdiction and venue of the state courts of California located in San Diego County, California, and the United States District Court for the Southern District of California, for any dispute arising out of or relating to these Terms, the goods, or any transaction between the parties. Buyer waives any objection based upon venue, forum non conveniens, or lack of personal jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Electronic Acceptance
Where these Terms are presented online, Buyer accepts them by checking the acceptance checkbox and/or completing the purchase. Buyer agrees that such electronic acceptance constitutes a valid electronic signature under the federal ESIGN Act (15 U.S.C. § 7001) and applicable UETA, and has the same legal effect as a handwritten signature. Seller may update these Terms from time to time; material changes will require renewed acceptance at the next purchase.
General
Entire agreement. These Terms, together with Seller’s order acknowledgment, are the entire agreement between the parties and supersede all prior understandings.
Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
No waiver. Seller’s failure to enforce any provision is not a waiver of its right to do so later.
Force majeure. Seller is not liable for any failure or delay caused by events beyond its reasonable control.
Assignment. Buyer may not assign these Terms without Seller’s prior written consent.