Terms of Sale

All orders are subject to Viribright review and acceptance. Purchase orders should include complete billing, shipping, contact, product, quantity and requested-delivery information. No purchase order binds Viribright until accepted by Viribright through written confirmation, shipment, or other affirmative acceptance.

• Viribright may accept or reject an order, in whole or in part.
• Viribright may limit quantities, allocate inventory, establish minimums, require deposits or prepayment, or revise shipment schedules.
• Orders containing pricing, clerical, typographical, system or transmission errors may be corrected or cancelled.
• Viribright may decline or suspend orders for credit, compliance, supply, fraud-risk, operational or other legitimate business reasons.

Unless otherwise stated, quotations expire thirty (30) calendar days after issuance and remain subject to availability, credit approval and final order acceptance. Prices may change before acceptance due to supplier costs, freight, tariffs, duties, taxes, currency movements, governmental action, supply disruptions or market conditions.

Customer-requested holds, delays, schedule revisions, quantity changes, split shipments, specification changes or delivery changes may require repricing. Obvious pricing or calculation errors are not binding.

Payment terms are subject to continuing credit approval and may be reduced, suspended or revoked. Unless approved otherwise, new accounts may require prepayment; special-order, project and direct-import transactions may require deposits, wire payment, advance payment or other security acceptable to Viribright.

Past-due amounts may accrue a service charge of 1.5% per month (18% annually) or the maximum lawful rate, whichever is less. Customer is responsible, to the extent permitted by law, for reasonable collection costs, attorneys’ fees, court costs and expenses incurred to collect delinquent amounts.

Prices exclude sales, use, excise, value-added, customs and similar taxes, duties or governmental charges unless expressly stated. Customer is responsible for applicable charges other than taxes imposed on Viribright’s net income. Valid exemption documentation must be provided before invoicing where required.

Shipment and delivery dates are estimates, not guarantees. Unless Viribright expressly agrees otherwise in writing, domestic shipments are F.O.B. Viribright shipping point and direct-import transactions are F.O.B. origin. Risk of loss passes to Customer upon tender or delivery to the carrier, subject to applicable law. Title passes upon full payment unless applicable law requires otherwise.

Freight allowances, when offered, apply only to the service expressly stated. Liftgate, inside delivery, appointment, residential, redelivery, detention, storage, limited-access and similar accessorial charges may be billed separately. Partial and early shipments are permitted unless expressly prohibited in an accepted order.

Approved accounts may receive drop-ship or direct-fulfillment services subject to operational requirements, account standing, product availability and applicable program rules. Viribright may establish handling fees, freight charges, minimums, routing practices and service levels, and may modify or discontinue such services prospectively.

Customer is responsible for accurate consignee information and for ensuring that its customer-facing representations, delivery promises and marketplace listings are consistent with Viribright-authorized information.

Inventory, lead times and availability are estimates until committed in writing. During shortages or unusual demand, Viribright may allocate inventory among customers and channels in a commercially reasonable manner. Project reservations or allocation commitments may require deposits, forecasts, non-cancellable purchase commitments or separate written approval.

Viribright may use affiliated companies, contract manufacturers, approved factories and strategic suppliers to manufacture, assemble, package or source products. Viribright may make running product improvements or changes to components, packaging, labeling, manufacturing location, dimensions or configuration when reasonably necessary for availability, quality, compliance, continuity or product improvement.

No change will intentionally reduce an expressly warranted material performance characteristic for an accepted order without appropriate notice or remedy. Images, renderings, samples, catalogs and website descriptions are illustrative and are not substitutes for the applicable final product specification.

Customer must inspect shipments promptly. Visible freight damage or shortages should be noted on the carrier receipt at delivery. Claims for shipment shortages, wrong items or visible discrepancies must be submitted in writing within five (5) business days after delivery, with reasonable supporting documentation such as photographs, packing information and purchase-order references.

Latent defects remain subject to the applicable written warranty. Failure to timely report an apparent shipping discrepancy may constitute acceptance of the shipment to the extent permitted by law.

No return is permitted without prior written authorization and a valid RMA. Unless Viribright approves otherwise, eligible standard-stock returns must be requested within thirty (30) days after delivery and be unused, uninstalled, undamaged, in original packaging and in resalable condition.

Approved returns may be subject to a restocking charge up to 15%, outbound freight, return freight and reasonable handling costs. Special-order, custom, modified, discontinued, clearance, installed, used or otherwise non-resalable products are non-returnable unless defective under an applicable warranty. An RMA authorizes evaluation only and does not guarantee credit.

Accepted orders may not be cancelled, delayed or materially changed without Viribright’s written consent. Viribright may condition approval on reimbursement of non-recoverable costs, committed materials, production, freight, storage or other reasonable expenses. Special-order, custom, direct-import and project orders may be non-cancellable and non-returnable once committed to production or procurement.

Product warranty coverage is governed by Viribright’s then-applicable written limited warranty for the product. Except to the extent prohibited by law, warranty remedies are limited to the remedies stated in that policy, which may include repair, replacement, comparable substitution or credit at Viribright’s election.

EXCEPT FOR EXPRESS WRITTEN WARRANTIES PROVIDED BY VIRIBRIGHT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRIBRIGHT DISCLAIMS OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Customer is responsible for confirming product suitability for the intended application, fixture, electrical system, environment, controls and applicable project requirements. Installation must be performed in accordance with product instructions, applicable codes and, where required, by qualified personnel. Viribright sales assistance does not transfer responsibility for engineering, code compliance, system design or final product selection unless Viribright expressly undertakes that responsibility in a signed writing.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRIBRIGHT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOST PROFITS OR REVENUE; LOSS OF USE; BUSINESS INTERRUPTION; PROJECT DELAY; LOSS OF DATA; OR LABOR, REMOVAL, REINSTALLATION, RENTAL, ACCESS OR EQUIPMENT COSTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRIBRIGHT’S AGGREGATE LIABILITY ARISING OUT OF A PRODUCT OR TRANSACTION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO VIRIBRIGHT FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

These limitations apply regardless of legal theory, except where liability cannot lawfully be limited or excluded.

To the extent permitted by law, Customer will defend, indemnify and hold harmless Viribright and its affiliates, officers, directors and employees from third-party claims arising from Customer’s unauthorized modification, repackaging, relabeling, marketing claims, misuse, improper installation, combination with incompatible products, violation of law, or resale practices, except to the extent caused by Viribright’s own breach, negligence or willful misconduct.

Viribright may establish channel, marketplace, distributor, reseller, advertising or brand-use policies for approved accounts. Subject to applicable law and any separate written agreement, Viribright may decline future orders, suspend program privileges or terminate an account for unauthorized marketplace activity, diversion outside approved channels, product or warranty misrepresentation, misuse of Viribright intellectual property, counterfeiting concerns, or conduct reasonably likely to damage brand goodwill.

Viribright and related names, marks, logos, product imagery, packaging, catalogs and other brand assets remain the property of their respective owners. No sale transfers intellectual-property rights. Any permission to use Viribright brand assets is limited, revocable, non-exclusive and subject to current brand guidelines and applicable reseller policies. Customer may not alter marks, create confusingly similar branding, or make unauthorized performance, certification or warranty claims.

Non-public quotations, project pricing, account-specific discounts, forecasts, product roadmaps, sourcing information and other information identified as confidential or reasonably understood to be confidential may not be disclosed or used outside the applicable business relationship except as required by law or with Viribright’s written consent. This section does not restrict information that is lawfully public or independently developed without use of confidential information.

If Customer becomes delinquent, exceeds credit limits, materially breaches an agreement, disputes undisputed amounts without reasonable basis, becomes insolvent, or Viribright reasonably determines that payment risk has materially increased, Viribright may suspend shipments, revoke credit, require adequate assurance or prepayment, cancel unshipped orders, or exercise other lawful remedies.

Viribright’s remedies are cumulative. Delay in exercising a right is not a waiver.

Viribright is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, severe weather, epidemic or public-health events, war, terrorism, civil disturbance, labor disruption, cyber or utility outage, transportation interruption, carrier failure, port congestion, material shortage, factory interruption, governmental action, tariff or trade restriction, embargo, customs delay or supply-chain disruption. Performance times will be reasonably extended, and Viribright may allocate affected supply or cancel impacted quantities when performance becomes commercially impracticable.

Each party is responsible for complying with laws applicable to its own activities. Customer will not export, re-export, sell, transfer or use products in violation of applicable sanctions, export-control, anti-bribery, anti-corruption or other trade laws. Customer is responsible for permits, licenses and local requirements applicable to its resale, installation or use of products.

These Terms and transactions governed by them are governed by the laws of the State of California, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to any enforceable written dispute-resolution agreement between the parties, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in San Bernardino County, California, or the federal judicial district serving that county.

These Terms, the accepted quotation or order confirmation, and any applicable written Viribright policies incorporated by reference constitute the agreement governing the transaction unless superseded by a separate written agreement signed by an authorized officer of Viribright. If documents conflict, a specifically negotiated signed agreement controls over these Terms, and an accepted Viribright quotation or order confirmation controls over a customer purchase order to the extent of the conflict.

If any provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. Customer may not assign an accepted order or these Terms without Viribright’s prior written consent, except as permitted by law. Viribright may assign rights or obligations to an affiliate or in connection with a merger, reorganization or sale of relevant business assets.

Viribright may update these Terms prospectively. The version in effect when an order is accepted will generally govern that transaction unless the parties agree otherwise in writing.