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Stokes Lighting & Electric Terms of Service

  1. Terms

    By accessing the website at , you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

  2. Use License

    Permission is granted to temporarily download one copy of the materials (information or software) on Stokes Lighting and Electric's website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

    • modify or copy the materials;
    • use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
    • attempt to decompile or reverse engineer any software contained on Stokes Lighting and Electric's website;
    • remove any copyright or other proprietary notations from the materials; or
    • transfer the materials to another person or "mirror" the materials on any other server.

    This license shall automatically terminate if you violate any of these restrictions and may be terminated by Stokes Lighting and Electric at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

  3. Disclaimer

    The materials on Stokes Lighting and Electric's website are provided on an 'as is' basis. Stokes Lighting and Electric makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

    Further, Stokes Lighting and Electric does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

  4. Limitations

    In no event shall Stokes Lighting and Electric or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Stokes Lighting and Electric's website, even if Stokes Lighting and Electric or a Stokes Lighting and Electric authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

  5. Accuracy of materials

    The materials appearing on Stokes Lighting and Electric website could include technical, typographical, or photographic errors. Stokes Lighting and Electric does not warrant that any of the materials on its website are accurate, complete or current. Stokes Lighting and Electric may make changes to the materials contained on its website at any time without notice. However, Stokes Lighting and Electric does not make any commitment to update the materials.

  6. Links

    Stokes Lighting and Electric has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Stokes Lighting and Electric of the site. Use of any such linked website is at the user's own risk.

  7. Modifications

    Stokes Lighting and Electric may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

  8. Governing Law

    These terms and conditions are governed by and construed in accordance with the laws of Tennessee and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

TERMS AND CONDITIONS OF SALE


All sales of products and services by STOKES ELECTRIC COMPANY, INC., and any of its subsidiaries or affiliates ("Seller"), are conditional on acceptance of these terms and condition by the buyer named on Seller's quotation, acknowledgement or invoice ("Buyer"). In these Terms and Conditions of Sale (the “Terms”), any products sold by Seller to Buyer are referred to below as "goods," and any services sold by Seller to Buyer are called "services."

  1. Controlling Terms; Modification of Terms.

    If Buyer has not otherwise expressly agreed to these Terms, then Buyer's acceptance of delivery of, or payment for, goods or services shall constitute Buyer's agreement to these Terms in their entirety. These Terms shall govern all sales of goods and/or services by Seller to Buyer and, except as expressly provided herein, shall supersede the terms and conditions contained on any purchase order or other document submitted to Seller by Buyer. All other terms and conditions contained in any other communication between Buyer and Seller, oral or written, including, without limitation, Buyer's purchase order, other than the identity of and quantity of the item(s) being purchased, are null and void and are hereby rejected and shall not be binding upon Seller. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon Seller unless made in writing and signed on its behalf by an officer of Seller. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Any proposed modifications or additional terms are specifically rejected and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or different terms set forth herein.

  2. Prices and Shipments.

    Unless otherwise quoted, prices shall be those in effect at time of shipment, which shall be made F.O.B. shipping point, prepaid and bill. Seller has the right to increase its prices at any time without notice, subject to any other written agreement between Seller and Buyer concerning pricing.

  3. Payment Terms.

    Payment terms are as stated on Seller’s invoice or as otherwise mutually agreed. As a condition of the sales agreement, a monthly service charge of the lesser of 1­1/2% or the maximum permitted by law may be added to all accounts not paid by net due date. Visa, MasterCard, American Express, and Discover credit cards are accepted at point of purchase only. If at any time Seller determines that Buyer's financial condition or credit rating does not justify a sale on credit or if Buyer is at any time in default in any indebtedness or obligation that Buyer owes to Seller, then Seller may require advance payment or may ship goods C.O.D. Unless otherwise agreed in a writing signed by Buyer and Seller, all payments shall be in U.S. Dollars.

  4. Taxes.

    In addition to any price specified for the sale of goods, Buyer shall pay the gross amount of any present or future sales, use, excise, value-added or other similar tax applicable to the price, sale, or delivery of any product or services furnished hereunder, or to their use by Seller or Buyer, or Buyer shall furnish Seller with a tax exemption certificate acceptable to the taxing authorities. In the event any purchases are subsequently held to be taxable, Buyer shall reimburse Seller for the amount of any taxes or penalties involved.

  5. Delay in Delivery.

    Seller is not to be accountable for delays in delivery occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond Seller’s reasonable control. Factory shipment or delivery dates are the best estimates of our suppliers, and in no case shall Seller be liable for any consequential or special damages arising from any delay in shipment or delivery.

  6. Return of Goods.

    Merchandise is not returnable without the written consent of Seller. Requests for permission to return must be made within thirty days after receipt of shipment. Seller will assign an authorized number for approved returns which must appear on both the customer’s shipping container and the related debit memo. Only current items in their original cartons standard package quantities are subject to return. All unauthorized returns will be sent back to Buyer at Buyer’s expense. Return shipments must be pre-paid and shipped in accordance with the instructions set forth on the return authorization form. Credit will be issued, less any transportation charges and service charges, to cover handling, inspection, counting, repacking, etc.

  7. Warranties.

    The goods sold by Seller are products of recognized manufacturers sold under their respective brand or trade name in accordance with their terms and conditions. Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that may prove defective in material, design, or workmanship. The foregoing shall constitute the exclusive remedy of Buyer and the sole obligation of Seller. Except as to title, SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE AND ALL SUCH WARRANTIES ARE HERBY EXPRESSLY DISCLAIMED BY SELLER. Seller shall not, under any circumstances be liable for any special, direct, indirect, incidental, exemplary, liquidated, or consequential damages to persons or property arising out of or connected with the transactions contemplated hereby or the design, manufacture, subsequent sale or use of the goods, including, but not limited to, loss of profit or revenues, loss of use of the products, or any associated equipment, cost of capital, cost of substitute products, facilities, service, or replacement power, down time costs, or claims of Buyer’s customers for such damages. Seller’s maximum cumulative liability relative to all other claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the goods or services giving rise to the claim of liability. Seller disclaims all liability relative to gratuitous information or services provided by, but not required of seller hereunder. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer shall indemnify and defend Seller and its suppliers against any such damages.

  8. Product Compliance and Suitability.

    Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of goods for a particular purpose. Certain goods may not be available for sale in all areas. Seller does not guarantee compliance or suitability of the goods it sells with any laws, codes or regulations, nor does Seller accept responsibility for construction, installation and/or use of goods. It is Buyer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the goods are compliant. ABSENT ADVANCE WRITTEN SELLER ACKNOWLEDGEMENT NOTHING SELLER SELLS IS FOR USE IN CONNECTION WITH SAFETY-RELATED APPLICATIONS OF A NUCLEAR FACILITY OR ANY HAZARDOUS ACTIVITY WHERE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY.

  9. Foreign Corrupt Practices Act.

    Buyer shall comply with applicable laws and regulations relating to anti­corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd­1, et. seq.) irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter­American Convention Against Corruption in Buyer’s country or any country where performance of this agreement or delivery of goods will occur.

  10. Compliance with Applicable Federal Law.

    Any products delivered by Seller hereunder will be produced in compliance with the Fair Labor Standards Act of 1938 as amended and applicable. Seller will comply with applicable Federal, State, and local laws and regulations as of the date of any quotation, which relate to (i) non-segregated facilities and Equal Employment Opportunity (including the seven paragraphs appearing in Section 202 of Executive Order 11246 as amended) and (ii) Worker’s Compensation. Price and, if necessary, delivery will be equitably adjusted to compensate Seller for the cost of compliance with any other laws and regulations.

  11. Indemnification.

    Buyer shall indemnify and hold harmless Seller with respect to all damages, losses, claims and expenses, including consequential and incidental damages and actual attorney fees, that Seller incurs as a result of Buyer's breach of any of Buyer's obligations under these Terms, any claimed unfair competition or patent, trademark or copyright infringement or any other claim resulting from or in connection with the sale, transport, installation or use of the goods or Seller's supplier's manufacture of the goods, or performance of the services, to Buyer's specifications. If Buyer brings a claim against Seller arising out of or relating to these Terms or the goods or services, and Seller ultimately prevails or Buyer eventually elects not to further pursue the claim, then Buyer shall reimburse Seller for all expenses incurred by Seller in connection with such claim, including but not limited to actual attorney fees.

  12. Waver.

    The failure of Seller to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under these Terms.

  13. Assignment.

    Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Seller, and any such assignment, without such consent, shall be void.

  14. General Provisions.

    All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction. Seller's quotation, acknowledgement and/or invoice and these Terms contain the entire agreement of the Buyer and Seller as to the subject matter herein. These Terms shall be governed by the laws of the State of Tennessee applicable to contracts to be formed and fully performed within the State of Tennessee, without giving effect to the choice or conflicts of law provisions thereof. All suits arising from or concerning this agreement shall be filed in any state or federal court located in Knox County, Tennessee and no other place unless otherwise determined in Seller’s sole discretion. Buyer hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.



TERMS AND CONDITIONS OF PURCHASE

These Terms of and Conditions of Purchase are part of each purchase order that STOKES ELECTRIC COMPANY, INC. (“Buyer”) issues. In these Terms of Purchase, “Seller” means the seller named in the purchase order, “goods” and “services” mean the goods or services that Buyer is to purchase from Seller, as described in the purchase order, “Contract” means any contract formed pursuant to the purchase order, and “order” means the purchase order.


  1. No order is valid unless signed by Buyer’s authorized representative. This order is expressly subject to the terms set forth herein, including those set forth below and on the other side hereof. By signing and returning a copy of the order or by accepting the order electronically or by shipping the goods or performing the services, Seller accepts Buyer’s offer, as set forth in the order, and agrees and assents to these Terms of Purchase.

  2. The Buyer will deduct from the amount of invoice any excess costs resulting from Seller’s disregard of Buyer’s shipping instructions, if any. Seller shall be responsible for any costs or expenses incurred by Buyer or charged to Buyer in connection with the inspection, receipt, transportation and care and custody of defective goods supplied under this order.

  3. In accepting this order, Seller shall be deemed to represent that the goods to be furnished hereunder were or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, and unless otherwise agreed in writing, Seller shall, upon request, insert a certificate on all invoices submitted in connection with this order stating that the goods covered by the invoice were produced in compliance with the requirements of the Fair Labor Standards act of 1938, as amended, including Sections 6, 7 and 12.

  4. This order is placed upon the condition that Seller shall not assign it or any interest therein, including any payment due to become due with respect thereto, to any third party without Buyer’s prior written consent.

  5. Buyer shall be entitled at all times to set-off any amount owing from Seller to Buyer or any of its affiliated companies against any amount due or owing to Seller with respect to this order.

  6. Seller represents and warrants to Buyer that the merchandise covered by this order was not manufactured and is not being sold or priced in violation of any federal, state or local law.

  7. Seller expressly warrants to Buyer that all the materials and articles covered by this order or other description or specification furnished by Buyer will be in exact accordance with such order, description or specification, merchantable and free from defects in material, workmanship and/or design. Such warranties shall survive delivery, and shall not be deemed waived either by reason of Buyer’s acceptance of such materials or articles or by payment for them. Any deviation from this order on specification furnished hereunder, or any other exceptions or alterations must be approved in writing by an authorized representative of Buyer.

  8. Seller shall indemnify and hold Buyer and its directors, officers and employees (“representatives”) harmless (and defend Buyer and its representatives if it requests) as to any claims, liabilities, losses, damages and expenses (including, without limitation, attorneys’ fees and other legal expenses) brought against or incurred by Buyer or its representatives because of (a) any breach by Seller of any of its warranties to, or agreements with, Buyer, (b) any claim that any of the goods or services infringes any patent, trademark, copyright or other intellectual property right, anywhere in the world or (c) any death, injury or damage to any person or property alleged to have been caused by the goods or services or by Seller’s manufacture of the goods or performance of the services.

  9. If the Federal Government is the final recipient of these goods then this purchase order is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Veterans’ Readjustment Assistance Act of 1974, as amended, E.O. 13496, 29 CFR part 471, Appendix A to Subpart A, and the corresponding regulations, to the extent required by law. 41 CFR 60-1.4, 60-741.5 and 60-300.5(a) are incorporated herein by reference, to the extent legally required.

  10. Buyer reserves the right to cancel all or any part of the undelivered portion of this order if Seller does not make deliveries as specified, time being of the essence of this contract, or if Seller breaches any of the terms hereof, including without limitation, the warranties of the Seller. It is agreed that the waiver or acceptance by us of any breach on Seller’s part of the terms of this order shall not operate to relieve Seller of any responsibility hereunder for any prior or subsequent breach.

  11. Seller agrees to provide Buyer with a certificate of insurance coverage, prior to shipment of goods or performance of services, evidencing that Seller has Commercial General Liability coverage, including products and completed operations. Seller also agrees to have its insurance carrier name Buyer as an additional insured on Seller’s policy as a Vendor of Products and to provide an endorsement confirming Buyer’s additional insured status.

  12. Seller agrees that, upon request, it will provide the country of origin for each item it sells to Buyer. Seller will immediately notify Buyer if any such requested information is updated.

  13. If Buyer will use the goods or services covered by the order in connection with a contract with the United States or other government, then all terms and conditions that the government contract or any law or regulation requires to be included in any contract formed pursuant to the order (“Government Terms”) are incorporated in the order by reference. If a provision of the order is inconsistent with a Government Term, then the Government Term shall control. As to material contained in an order, which is for delivery under Government contracts, if any corresponding order from Buyer’s customer is terminated in whole or in part, Seller shall accept termination of that portion of the order upon notice from Buyer. Settlement shall be made pursuant to the provisions of the United States Government's standard termination clauses then in force.

  14. The order and the Contract shall be governed by, and interpreted according to, Tennessee law. Any state or federal court in Knox County, Tennessee, may handle any action based upon or arising out of the order or the Contract, and Seller irrevocably consents that the court shall have personal jurisdiction over Seller and waives any objection that the court is an inconvenient forum.

  15. Seller has not made any promises or representations to Buyer, and Buyer has not made any to Seller, that are not in the order. A change in, or waiver of, a provision of these Terms of Purchase or the order must be contained in a writing signed by Buyer.



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