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Terms & Conditions
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Terms and Conditions
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This Agreement, made as of the date indicated on the face of this Agreement, between Luminous Electronics Recycling (LER) and the entity identified on the face of the Agreement (hereinafter known as the Customer), sets forth the terms and conditions by which LER will provide the Customer with the services indicated below. The parties, intending to be legally bound, agree as follows:
1. Definitions: LER, we, us refers to Luminous Electronics Recycling, Inc. and all its employees and agents. You, Customer, refers to the entity identified on the face of the Agreement. Recycling Resources refers to materials used in conjunction with our services, and includes but not limited to, three ring resource binders and our proprietary documentation.
2. Compensation: For services performed hereunder, Customer will compensate LER in accordance with the price schedule as set forth on the face of the Agreement. This initial fee schedule will remain in effect for a period as stated on the face of the Agreement. LER will notify the Customer in writing 30 days in advance of any changes in its fee schedule.
3. Payment: Is due in full within the specified time under "Terms" on the front of the Agreement or within 30 days of delivery or pickup which ever is less. If no terms are indicated under "Terms" on the front of the Agreement, then payment is due on the date Agreement is executed. In the event of default of this payment, the Customer agrees to pay all costs of collection including attorney's fees and court costs. The Customer further agrees to pay an interest charge of 1.5%/month on all unpaid balances calculated to the original payment due date. LER will assess a fee of $20 on any check that is returned by the Customer.
4. Delivery: Shall take place at LER's facilities unless otherwise specified in writing on the Agreement. All shipments shall meet US Department of Transportation (DOT) and Environmental Protection Agency (EPA) labeling and containerized specifications.
5. Inspection: LER will inspect all electronic recycling components upon arrival at the LER facility. Any defects or discrepancies, LER will notify the customer as soon as practical via phone or in writing, describing any defects and discrepancies.
6. Warranties and Representations: 1) LER has the capability, expertise and means required to perform the services covered by the Agreement. LER will perform recycling services for lighting and electronic components in a diligent and workmanlike manner, consistent with all applicable laws and regulations. Upon request LER will provide the Customer with written certificate of recycling. It is LER's intention to recycle all materials, wherever practical. 2) LER will use a tracking system for materials received and shipped from its plant, this system will be conducive for plant audits properly portraying its activities. The Customer can audit those documents related to its relationship with LER, upon notice to LER. 3) All re-marketed electronic components shall be deemed "Sold As Is" and if sold will not carry any warranty, express or implied, and may not be returned for any reason once purchased.
7. Conforming Materials: Materials that LER agrees to recycle are limited to those set forth on the face of the Agreement. These materials hereafter will be referred to as conforming materials. Any non-conforming material received will be returned to the Customer at their expense.
8. Transfer of Title: Title to all conforming solid materials, whether recyclable or non-recyclable, will pass from the Customer and vest in LER, when the recyclable material is delivered to LER's facility or loaded upon an LER transportation vehicle. Title to any non-conforming material shall remain with the customer.
9. Duration: The Agreement is in force for the period stated on the front of the agreement. The agreement will automatically renew at the end of this period unless changed by a new agreement as agreed upon in writing by LER and the customer.
10. Termination: LER may terminate the Agreement without cause by giving 30 days written notice to the Customer. If we terminate the Agreement, you will pay us immediately for all previously unbilled work and all outstanding invoices. If you choose to use our services after termination of the Agreement, you agree that the Agreement will again be in full force including the paragraph captioned "Duration". Within five days after terminating the Agreement, you will return to us all Recycling Resources in your possession. Termination of the Agreement will be in addition to, and not in lieu of, any other remedies available to us. The paragraphs captioned "Compensation", "Payment" and "Indemnification", will survive termination of the Agreement.
11. Indemnification: Both LER and the Customer agree to indemnify, defend, and hold each other harmless from, and against any and all liabilities, claims, costs, losses, damages, and other expenses, including reasonable attorney fees, which either party may hereafter incur, become responsible for, or pay out as a result of damage to any property, contamination or adverse effects on the environment, or any violation of laws arising out of either parties negligence or willful conduct, in the performance of the Agreement or either parties material breach of any warranties. In the event of a breach of the Agreement by the customer, customer shall be responsible for the terms under "Compensation" and "Payment" of the Agreement.
12. Assignment: Neither you nor us may assign or delegate rights or obligations under the Agreement (including operation of law) without the other party's written consent. If your business is acquired by third party, you agree to make the acquisition subject to the assumption of the terms of the Agreement by the third party.
13. Force Majeure: Except with respect to the obligations under "Indemnification", neither party will be liable for failure to perform hereunder due to circumstances beyond its reasonable control.
14. Entire Agreement: The Agreement and the attached exhibits constitute the full and complete understanding and Agreement between you and us relating to the subject matter and supersede all prior understandings and Agreements relating to the subject matter. Any waiver, modification or amendment of any provision of the Agreement will be effective only if in writing and signed by both you and us. The provisions of this Agreement will prevail over any conflicting provisions in a purchase order, acceptance notice, or other document. Waiver: Either party's waiver or failure to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of nay further right under the Agreement.
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