Headlamps America, LLC Terms and Conditions

The following terms and conditions shall apply to all sales by Headlamps America, LLC (“HEADLAMPS AMERICA”) to the Purchaser of any and all Products and to all quotations and offers made by and purchase orders accepted by HEADLAMPS AMERICA. Any different or additional terms and conditions contained in any other document submitted by the Purchaser are hereby rejected. Neither HEADLAMPS AMERICA’s commencement of performance or shipment or delivery of product shall be deemed or construed as acceptance of any additional or different terms and conditions proposed by Purchaser. Purchaser agrees that all purchase orders placed by Purchaser, shall be governed by this Agreement, whether or not such terms and conditions accompany HEADLAMPS AMERICA’s shipment of products.

1. Purchase Price and Taxes.
   The purchase prices for Products shall be the amounts set forth in the purchase order. Unless otherwise agreed in writing by HEADLAMPS AMERICA, such prices are exclusive of any applicable sales, use, excise, property or other federal, state, county, municipal, local or foreign taxes, value-added or other indirect taxes, customs duties, tariffs or other imposts, and any related penalties and interest (collectively, the “Taxes”). Purchaser shall pay when due any Taxes (other than any tax based solely on the net income of HEADLAMPS AMERICA) arising out of the transactions contemplated by this Agreement and shall indemnify and hold harmless HEADLAMPS AMERICA from any and all such Taxes. If Purchaser provides HEADLAMPS AMERICA with an exemption certificate in the form provided by law, then that specific Tax will not be collected from Purchaser. If an exemption applied by HEADLAMPS AMERICA at the Purchaser’s request is found not to apply, then the Purchaser shall upon demand pay HEADLAMPS AMERICA the uncollected Tax. HEADLAMPS AMERICA shall not issue credits for a Tax that is billed prior to HEADLAMPS AMERICA’s receipt of evidence of exemption.
2. Terms of Payment and Delivery.
   Except where otherwise provided herein or specified in writing by HEADLAMPS AMERICA (i) the terms of payment hereunder are net cash thirty (30) days from the date of HEADLAMPS AMERICA’s invoice, without deduction or setoff of any kind, (ii) all payments shall be made in United States dollars, and (iii) products shall be shipped to Purchaser F.O.B. origin. Customers will be charged COD unless HEADLAMPS AMERICA’s credit application has been completed and approved. Most major credit cards are accepted. An invoice will be forwarded at the time of shipment, and HEADLAMPS AMERICA shall use reasonable efforts to ship Products in accordance with HEADLAMPS AMERICA’s announced shipment schedule by the method specified by Buyer; provided, however, that all shipment and delivery dates are approximate. Shipments of Products are in all cases subject to availability, and partial shipments by HEADLAMPS AMERICA of quantities of Products requested in the Purchase Order are permitted.
3. Returns.
   All merchandise may be returned to HEADLAMPS AMERICA within 30 calendar days from date of the order inovice or 25 calendar days after the date of shipment, (whichever is longer) under the following conditions: 1) A Return Material Authorization (“RMA”) number is first obtained from HEADLAMPS AMERICA’s Customer Service Department prior to returning any qualified product. 2) All returned merchandise must be packaged in the original manufacturer’s box(s). 3) Returned items must be unused, clean and free of damage of any kind. 4) Product packaging must be as new without markings or labels of any kind. 5) A restocking fee of up to 25% will be charged by HEADLAMPS AMERICA for any item returned not meeting the above criteria. All merchandise is non-returnable to HEADLAMPS AMERICA after 30 calendar days from date of the order invoice or 25 calendar days after the date of shipment, whichever is longer. After 30 days of a RMA being issued, if Purchase Order product has yet to be received back by HEADLAMPS AMERICA and payment is still outstanding, Purchaser authorizes HEADLAMPS AMERICA to charge Purchase Order due balance to a credit card previously used by Purchaser.
4. Risk of Loss.
   Anything herein or in applicable law to the contrary notwithstanding, Purchaser shall bear the risk of loss, deterioration or damage to the Products from the time they are placed by HEADLAMPS AMERICA in the possession of a carrier.
5. Reservation of Security Interest.
   HEADLAMPS AMERICA reserves and retains a security interest in the Products and the proceeds thereof until payment therefore in full has been made by Purchaser. This contract constitutes a security agreement between Purchaser, as debtor, and HEADLAMPS AMERICA, as secured party, under the Uniform Commercial Code, and HEADLAMPS AMERICA has the rights and remedies of a secured party thereunder. Purchaser authorizes HEADLAMPS AMERICA to file financing statements and to do any other act or thing necessary or useful in perfecting HEADLAMPS AMERICA’s security interest in the Products and shall cooperate fully with HEADLAMPS AMERICA in this regard.
6. Service Fee and Collection Costs.
   Purchaser shall pay a delinquency and service fee of ten percent (10%) per annum on amounts due HEADLAMPS AMERICA, computed for each twenty-four (24) hour period during which payment remains in arrears.
7. Acceleration.
   HEADLAMPS AMERICA may demand immediate payment of any and all amounts owed by Purchaser to HEADLAMPS AMERICA hereunder or under another contract of sale between Purchaser and HEADLAMPS AMERICA, and cancel any previously accepted Purchase Order, by written notice to Purchaser, upon any material breach by Purchaser of this Agreement. Any payment not received after 30 days of Purchase Order date, Purchaser authorizes HEADLAMPS AMERICA to charge the due balance of Purchase Order to a credit card previously used by Purchaser.
8. Warranties and Purchaser’s Remedies.
   Should any Products be found not to conform with the Purchaser’s requirements or to have defect within 1 year of the order invoice date, Purchaser shall promptly notify HEADLAMPS AMERICA, and HEADLAMPS AMERICA shall, at its sole option, shall (i) repair or replace the defective Product. Buyer must contact HEADLAMPS AMERICA for a Return Material Authorization (“RMA”) number before returning any Product for warranty repair.
9. DISCLAIMER OF WARRANTIES.
   THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, HEADLAMPS AMERICA DOES NOT MAKE ANY AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY AGAINST INFRINGEMENT.
10. LIMITATION OF LIABILITY.
    HEADLAMPS AMERICA’S LIABILITY TO PURCHASER FOR DEFECTIVE OR NON-CONFORMING PRODUCTS, FOR DELAY IN SHIPMENT OR DELIVERY, OR FOR ANY OTHER BREACH OF THIS AGREEMENT, SHALL BE LIMITED TO ITS OBLIGATIONS AS STATED IN THIS AGREEMENT.

• NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PURCHASER EXPRESSLY AGREES THAT HEADLAMPS AMERICA SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OR LOSS OF GOOD WILL, WHETHER CLAIMED UNDER CONTRACT, TORT, INDEMNITY OR ANY OTHER LEGAL THEORY.
• PURCHASER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCES SHALL HEADLAMPS AMERICA’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY SALE HEREUNDER (INCLUDING BUT NOT LIMITED TO ANY WARRANTY CLAIMS HEREUNDER) EXCEED THE TOTAL AMOUNT THAT PURCHASER PAYS TO HEADLAMPS AMERICA HEREUNDER FOR THE PURCHASE OF THE PRODUCT THAT IS THE SUBJECT OF SUCH LIABILITY.
• Any action for breach herein or any other action otherwise arising hereunder must be commenced within twelve (12) months after the cause of action accrues, or such action shall be deemed barred.

Purchaser’s Remedies Exclusive.
The purchaser’s remedies set forth herein shall be the sole and exclusive remedies of purchaser and HEADLAMPS AMERICA’s sole and exclusive liability.

Patent Indemnification.
Purchaser shall hold HEADLAMPS AMERICA harmless against any expense or liability from claims of unfair competition or infringement or contributory infringement of any patents, trademarks or copyrights related to Products sold hereunder or to Purchaser’s use of any Product in combination with products not supplied by HEADLAMPS AMERICA.

Force Majeure.
HEADLAMPS AMERICA shall be excused from liability for unusual delays or failure to deliver or fill any Purchase Order where caused by acts of God, fires, floods, strikes, work stoppages, accidents, allocations or other controls, or regulations, including export or import regulations of any foreign or U.S. federal, state or local government, shortage of trucks or any other means of transportation, fuels, materials or labor, or any other cause beyond HEADLAMPS AMERICA’s reasonable control, whether or not similar in kind or class to those mentioned.

Miscellaneous.

Any dispute or difference between the parties pertaining to these terms and conditions may be referred to arbitration and shall upon and after such reference be finally settled by arbitration to be held at Wilmington, Delaware in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The terms and conditions shall be construed and enforced pursuant to laws of the State of Delaware, U.S.A., exclusive of the laws relating to conflict of laws. In the event of any arbitration, litigation or other dispute arising as a result of or by reason of these terms and conditions, the prevailing party in any such dispute shall be entitled, in addition to any other damages assessed, to its reasonable attorneys’ fees and all other costs and expenses incurred in connection with settling or resolving such dispute. A waiver by either party hereto of any term or condition hereof shall not be construed as a waiver or modification of any other term or condition hereunder or any other contract governing this contract. No rights or remedies are waived or modified by HEADLAMPS AMERICA unless expressly waived in writing by HEADLAMPS AMERICA. If any part of this Agreement is held void or unenforceable, such part shall be treated as severable, leaving valid the remainder. HEADLAMPS AMERICA’s remedies herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.

Headlamps America Privacy Policy

Effective Date: August 15, 2012

Headlamps America respects your privacy, and we are committed to protecting it. We provide this Privacy Policy to describe the personal information that is collected when you sign up to become an Headlamps America member, and use our products or services. In addition to this Policy, for certain special offers, areas of our website, services or activities, we may supply different or additional personal information practices and terms specific to those programs.

By using our site, becoming an Headlamps America member, using our other products or services, or otherwise providing information to us, you are accepting the practices described in this Policy.

What Personal Information About Customers Does Headlamps America Gather?

• Information You Give Us: We receive and store any information you enter on our Web site or give us in any other way. We use the information that you provide for such purposes as responding to your requests, improving our stores, and communicating with you.
• Automatic Information: We receive and store certain types of information whenever you interact with us. For example, like many Web sites, we use "cookies," and we obtain certain types of information when your Web browser accesses Headlamps America.

Does Headlamps America Share the Information It Receives?

• Information about our customers is an important part of our business, and we are not in the business of selling it to others.

How Secure Is Information About Me?

• We work to protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input.
• We reveal only the last four digits of your credit card numbers when confirming an order. Of course, we transmit the entire credit card number to the appropriate credit card company during order processing.
• It is important for you to protect against unauthorized access to your password and to your computer. Be sure to sign off when finished using a shared computer.