1. Scope. These Terms and Conditions of Sale (the “Agreement”) apply to all sales of goods by myLEDstock, LLC™ and its affiliates. All referencesin this document to “myLEDstock” shall include myLEDstock, LLC™, and its affiliates whether or not performing any or all of the scope hereunder or specifically identified herein. All references to “Customer” shall include all parents(s), subsidiaries and affiliates of the entity purchasing goods from myLEDstock. myLEDstock and Customer may be referred to individually as a “Party” and collectively as “Parties”. 

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This document constitutes a sales agreement respecting goods which Customer buys from myLEDstock and a credit agreement respecting all extensions of credit by myLEDstock to Customer. Customer expressly agrees these Terms and Conditions supersede any inconsistent terms in any prior agreement, purchase order, or other document prepared by myLEDstock or the Customer unless signed by an officer of myLEDstock.  These terms will be deemed accepted by Customer placing an order, accepting the goods, or tendering full or partial payment. myLEDstock’s failure to object to provisions contained in any communication from Customer will not be deemed a waiver of these terms. Customer is responsible for complying with these terms and for reviewing these terms on a regular basis to ensure that Customer is aware of changes in these terms.

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2. Authorized Acceptance of Terms. Each person, who buys goods from myLEDstock is conclusively deemed to have accepted these Terms and represents that such person or an authorized representative or agent thereof has read them in full and binds such person thereto, and such person agrees that it is a Customer within the meaning of these Terms. The person engaging in a transaction on behalf of a Customer represents that it is authorized to bind the Customer to the transaction and the Terms contained herein; myLEDstock relies on such representation and reserves all rights, including the rights set forth in these Terms, against the person whose representation is false or fraudulent.

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3. Payment Terms. Payment terms are 30 days net from the invoice date or upon such other terms approved by myLEDstock in writing. Retainage shall not apply, and Customer shall not hold back any retainage from myLEDstock, even if retainage is part of any contract between Customer and any other party. Payment is not contingent on Customer’s ability to collect or obtain funds from any other party. Credit card sales are billed at the time of purchase. Customer expressly represents it is solvent at the time it places any order with myLEDstock. myLEDstock, in its sole discretion, may determine that Customer’s financial condition requires full or partial payment prior to manufacture or shipment. myLEDstock may obtain and use your credit history for credit evaluation purposes. myLEDstock may apply payments to any outstanding invoices unless Customer provides specific payment direction. myLEDstock may at all times set off any amount that Customer, or any affiliate of Customer, owes to myLEDstock against any amount that myLEDstock, or any myLEDstock affiliate, owes to Customer.

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4. Remedies For Non-Payment. If Customer fails to make any payment when due, myLEDstock reserves the right to suspend performance. Customer agrees to pay a charge on all amounts past due at the rate of 1½% per month (18% per year) or the maximum lawful rate, whichever is less. In the event of non-payment, Customer agrees to pay myLEDstock’s reasonable attorney fees and court costs, if any, incurred by myLEDstock to collect payment, and all applicable interest charges. Customer acknowledges that transactions to which these terms relate are commercial transactions. To the extent not contrary to applicable law, Buyer (i) waives any available homestead exemption, (ii) irrevocably authorizes Seller to appoint a representative to appear in a court of competent jurisdiction to confess a judgment without process in Buyer’s favor for such amount that remain unpaid, and (iii) consent to immediate execution upon any such judgment. Buyer voluntarily and knowingly waives its right to notice, demand, presentment, protest and any hearing to which it may be entitled under any state or federal law relating to any right or remedy (including prejudgment remedies) that Seller may elect to use or of which it may avail itself.

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5. Prices. Customer agrees to pay the prices quoted by myLEDstock and is responsible for additional applicable shipping and handling charges, taxes, and duties. All prices are subject to change and revision without advance notice. and all such prices expire and become invalid if not accepted within 30 calendar days from the date of issue, unless otherwise noted herein or by myLEDstock in writing. Prices quoted on orders marked HOLD or HOLD FOR RELEASE will become invalid if not shipped within 60 calendar days of the date such pricing was issued. All prices and other terms provided to Customer shall be kept confidential by Customer except to the extent that Customer is required by law to disclose the same.

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6. Taxes. If a valid resale certificate has been received by myLEDstock, Customer will be considered Tax Exempt of applicable sales tax or use tax, otherwise Customer will be responsible to pay any and all applicable sales tax or use tax. Customer will be responsible for any other applicable federal, state, or local taxes imposed on this sale. Customer agrees to indemnify myLEDstock for any tax, penalty, or interest incurred as a result of invalidity or expiration of Tax Exemption status.

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7. Delivery Date. Any estimated or firm delivery dates or periods are predictions made by myLEDstock of the times within which it is likely that the products will be shipped; however, due to the difficulties inherent in predicting future delivery dates or periods, myLEDstock does not promise, guarantee, or otherwise obligate itself to have products shipped on or before that time. myLEDstock will endeavor to meet the estimated or firm delivery dates or periods, but will not be liable in damages or otherwise, nor will Customer be relieved of performance, because of failure to meet them.

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8. Shipping Costs. Products are sold F.O.B. myLEDstock’s warehouse or manufacturers warehouse when shipping directly to Customer. Shipping costs will be prepaid and allowed based on individual manufacturers policy at time of order. Each partial shipment made to one or more destinations at Customer's request must meet manufacturers freight allowed policy to qualify for prepaid and allowed shipping regardless of the total order amount. myLEDstock will use carriers of its own choice on all shipments. If another means of transportation is requested, Customer must pay all shipping costs. All costs of insurance, documentation, and bank charges incurred in shipments will be borne by Customer. Freight costs will be prepaid based on myLEDstock’s freight policy in effect on the date Customer order is received, provide the order is shipped within 30 calendar days of receipt of order.

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9. Risk of Loss. Upon receipt by carrier of merchandise in good condition, title to and risk of loss for merchandise passes to Customer. Claims for loss or damage during transit or storage must be made by Customer directly to the carrier, storage company, or insurance company.Claims for shortages or wrong products must be made to myLEDstock in writing within 5 days of receipt of shipment.

10. Advance Replacement. If advance replacement is approved by myLEDstock, replacement product will be shipped to Customer prior to returning products. Customer will be invoiced upon shipment of replacement product, with credit issued according to myLEDstock’s Returns Policy.

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11. Changes to Orders. After acceptance of an order, any change in product specifications, quantities, destinations, shipping schedules, or any other aspect of the bill of materials must be agreed to in writing by myLEDstock and may result in a price and delivery adjustment by myLEDstock. 

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12. Important Notice Regarding Country of Origin. myLEDstock makes no representations concerning compliance with the Buy American Act and Trade Agreements Act, or other similar country of origin statutes, including passive certifications. It is Customer’s responsibility to verify product compliance with the manufacturer. Upon request, myLEDstock will request from the manufacturer of the product, country of origin information so that Customer may determine compliance with any applicable governmental requirements or regulations. 

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13. Warranties. myLEDstock warrants that all goods sold are new unless otherwise designated and, upon payment in full by Customer, free and clear of any security interests or liens. Customer’s exclusive remedy for breach of such warranties shall be replacement with a new product (if applicable) unless otherwise stated in the current manufacturer’s warranty. myLEDstock is a distributor and not a manufacturer and makes no independent warranties other than those set forth herein. myLEDstock shall also assign to Customer any manufacturerwarranty and/or remedies provided to myLEDstock by the manufacturer. Except as to title, MYLEDSTOCK GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. 

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14. Limitations of Liability. UNLESS APPLICABLE LAW OTHERWISE REQUIRES, MYLEDSTOCK’S AND ANY VENDOR’S TOTAL LIABILITY TO CUSTOMER, CUSTOMER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS, FROM THE USE OF THE GOODS FURNISHED OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY MYLEDSTOCK (BY ANY METHOD, INCLUDING A website), IS LIMITED TO THE PRICE OF THE GOODS GIVING RISE TO THE CLAIM. NEITHER MYLEDSTOCK NOR ITS VENDORS SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PENAL DAMAGES (INCLUDING, BUT NOT LIMITED TO BACKCHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM CUSTOMER’S CUSTOMERS OR OTHER PARTIES). IF MYLEDSTOCK FURNISHES CUSTOMER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH GOODS MAY BE INSTALLED, AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS & CONDITIONS, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT MYLEDSTOCK TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.

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15. Intellectual Property and Relationship of Parties. Customer acknowledges and agrees that the myLEDstock, LLC trademark is a trademark of VM5 Ventures (“VM5”), all other trademarks of VM5 Ventures (collectively “VM5 Marks “), and all copyrights, patents and other VM5 Ventures intellectual property are owned exclusively by VM5. Customer will not adopt or attempt to register any trademark, service mark, trade name, company name, internet domain name or other proprietary designation that is identical or confusingly similar to any of the VM5 Marks. Customer will not make, use, or copy any material that is the same or substantially similar to any VM5 copyright or patent. Provided that Customer is in good standing with myLEDstock and not in breach of this Agreement, the foregoing will not prevent Customerfrom: (a) accurately identifying the myLEDstock Products as offered for sale by Customer provided that all such use of the myLEDstocktrademark by Customer will inure to the benefit of myLEDstock; and (b) using myLEDstock photographs and descriptions of myLEDstockProducts solely to promote sales of myLEDstock Products. Any other use of any VM5 Mark or VM5 copyrighted material is prohibited without VM5’s prior written consent. Customer and myLEDstock are independent contractors. Customer will not hold itself out as an agent of myLEDstock or otherwise misstate or misrepresent its relationship to myLEDstock. Customer agrees, for a period of one year after the date of Customer receiving a quote, estimate, order acknowledgement or customers' last purchase of myLEDstock Products, to not directly or indirectly purchase any products offered by the manufacturer of myLEDstock Products.

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16. Force Majeure. myLEDstock shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond myLEDstock’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, public health emergencies, or other civil unrest; (d) statute, law, ordinance, regulation, code, treaty, or common law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any federal, state, local, foreign government or quasi-government authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities (each a "Force Majeure Event").

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17. Severability. If any one or more of the provisions contained herein is held to be unlawful, or unenforceable, the provision will not affect the enforceability of any other provision of this Agreement, which shall remain in full force and effect. In such event, this Agreement shall be construed as if the illegal or unenforceable provision had not been included in the Agreement.

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18. Insolvency; Change in Control. If Customer fails to comply with these Terms, myLEDstock may terminate or restrict any order immediately upon notice to Customer. Customer certifies that it is solvent and that it will advise myLEDstock immediately if it becomes insolvent. Customer agrees to send myLEDstock written notice of any changes in the form of ownership of Customer’s business within 5 days of such changes. Customer and myLEDstock are the only intended beneficiaries of this document and there are no third-party beneficiaries. The Terms shall survive termination, cancellation and completed performance of this Agreement as long as necessary to allow the aggrieved party to fully enforce such clauses as contained therein.

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19. Miscellaneous. These Terms and Conditions of Sale constitute the entire agreement between the parties hereto with respect to the subject matter of these Terms and Conditions of Sale. These Terms and Conditions of Sale will be governed by the laws of the State of Florida. Customer consents to the personal jurisdiction and venue of the courts of the State of Florida, County of Saratoga. Any legal or equitable claim of any nature arising hereunder will be filed and maintained in the state or federal courts in the State of Florida and Customer agrees that such courts are a convenient forum for adjudication. In the event that suit is necessary to recover amounts owed myLEDstock, Customer will be liable for reasonable attorney's fees, interest and costs of collection. Customer irrevocably waives any right to trial by jury in any action or proceeding concerning this Agreement, Customer’s account or indebtedness, invoices and the commercial relationship between myLEDstock and Customer.

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No modification or alteration of these Terms shall result from myLEDstock’s shipment of goods following receipt of Customer’s purchase order or any other document containing additional, conflicting or inconsistent terms. Conditions, understandings, or agreements other than those stated herein, and all prior proposals and negotiations are merged within and superseded by this Agreement. These Terms shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives. This writing shall prevail over any inconsistent terms contained within Customer’s purchase order or other documents provided by Customer even if acknowledged by myLEDstock. Additional or different terms and conditions that alter or modify these Terms are expressly rejected by myLEDstock and are not binding upon myLEDstock unless an authorized representative of myLEDstock specifically accepts the additional or different terms or conditions in writing. myLEDstock specifically rejects any contrary Terms contained in any lien waiver document where an authorized representative is coerced into endorsing in order to receive payment for a debt, especially with reference to indemnification and warranties beyond that which are provided in this Agreement. If Customer fails to comply with these Terms, myLEDstock may terminate or restrict any order immediately upon notice to Customer. 

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