General Terms and Conditions of Sale

Unless otherwise expressly agreed to in writing with respect to a particular sale, all sales are made in accordance with and subject to the following terms and conditions. These conditions of sale also apply for Commercial Products (Unit Skylights, Structural Skylights, Commercial Sun Tunnels and accessories), excluding clause (3) Returns, (4) Promotion and Advertising, (6) Delivery Time, (7) Drawings, (9) Prepaid Shipments, and (16) Dealer Requirements. For additional specific clauses, which apply for Commercial Products and accessories, please consult the general terms and conditions in the VELUX delivery agreement or commercial quote:

(1) Payment: Payment Terms are determined on a per customer basis and will be finalized and communicated to the customer by our Finance department. These terms, at the discretion of our Finance department, can vary depending on customer type and creditworthiness. Standard Payment Terms may range from the following: (a) 2% 15 days, net 30 (ADI). If an invoice is paid within fifteen days of invoice date, the invoice may be discounted 2% of net amount. The net invoice amount is due thirty days from the invoice date. (b) Net 30 – the invoice amount is due thirty days from the invoice date. (c) Prepayment; 50% Deposit, net 30; 25% Deposit, net 30 – customer could be required to pay all or a portion of the total invoice amount prior to manufacturing of the product or delivery of the product. The net invoice amount is due thirty days from the invoice date. Except as stipulated herein, payment in full is due within 30 days from invoice date and shall be mailed to the remit address on the invoice. However, any check which is marked ”paid in full“ by the customer and is for less than the full amount claimed by VELUX to be due must be mailed to Controller, VELUX America LLC, PO Box 5001, Greenwood, SC 29648-5001, for clearance and acceptance by VELUX. In the event that any check or other form of payment is returned unpaid for any reason, a fee may be incurred. If payment is not made within thirty days from invoice date, VELUX shall be entitled to charge interest at the rate of one and one-half percent per month. Buyer shall not be entitled to withhold any part of the purchase sum as security for the performance of any guarantees or on account of delay in delivery owing to circumstances beyond the control of VELUX.

(2) Dispute Notification: VELUX America LLC requires timely written notice of any customer issue with delivered goods and will not consider invoice disputes beyond 6 months from original invoice date.

(3) Returns: Standard size and glazing skylight orders which have been accepted may be cancelled only with prior written consent of VELUX upon terms that will fully indemnify VELUX against loss. Products are not to be returned without prior authorization. Product may not be returned more than 45 days after date of invoice. Contact VELUX at veluxsolutions.com/rga, for direction on returning product. A restocking charge of 15% of the invoice amount applies to all returns. The dealer will be responsible for the freight back to the nearest VELUX Distribution Center. Orders for skylights with pre-installed blinds cannot be cancelled or returned. All other terms and conditions of the return policy apply. Special Color Blinds, custom size or custom glass skylight and skylight system orders cannot be returned or refunded under any circumstances once the customer has signed the special order form and the signed order form has been received for processing. VELUX Active Systems cannot be returned if the original carton seal has been broken.

(4) Promotion and Advertising: All Dealers in good standing are eligible to receive Promotion and Advertising funds per the VELUX P&A Program of up to 1% of prior year VELUX net purchases of $10,000 or greater. Dealers with prior year net purchases of $35,000 or higher are eligible for an additional 1% for a total of 2%. A minimum of 50% of the funds must be used by June 30. For complete details, see P&A Terms. Where applicable, product purchased for resale to Production Builders may not qualify for promotion and advertising funds. Dealers with prior year net purchases of $250,000 or higher may be eligible for additional performance incentives, assuming they are in good standing.

(5) Lead Times: For current lead times, call VELUX Customer Service. Any lead times do not begin until VELUX receives ALL approvals and required prepayments/deposits. Lead times are dependent on many factors and therefore are non-binding estimates only.

(6) Delivery Time: Delivery time is the time beginning with receipt and confirmation of a complete order or signed documented customer approval and ending with delivery of material. Under no circumstances shall VELUX be held responsible for delays in delivery resulting from occurrences beyond its control. 300 plus unit orders will be shipped from our Greenwood Distribution Center. Orders up to 299 units can be picked up at a VELUX Distribution Center to receive a 2% pickup allowance on net invoice amount.

(7) Drawings: Drawings, proposals, quotes and other documents made available to Buyer by VELUX are confidential and shall remain the property of VELUX and as such can be reclaimed by VELUX at any time. Buyer shall not copy, make available to competitors or other third parties, or use such drawings, proposals, quotes or other documents other than in connection with the order for which they were issued.

(8) Transportation: F.O.B. warehouse, freight prepaid. Notwithstanding any previously stipulated place of delivery, delivery of goods to a carrier for the purpose of transportation to Buyer shall be deemed to constitute delivery to Buyer and the goods shall be deemed to be carried at Buyer’s risk regardless of method of payment for freight. The means of transport of the goods shall be at the discretion of VELUX, but VELUX shall not be held responsible for any error or omission in arrangement of the carrier contract or for any default on the carrier’s part. VELUX drawing content is subject to change without notice.

(9) Prepaid Shipments: VELUX America LLC will ship orders freight prepaid under the following guidelines:1. Contiguous 48 States: F.O.B. warehouse, freight prepaid. (Note transportation above)2. Alaska, Hawaii, Puerto Rico: VELUX will ship orders freight prepaid to specified port within the contiguous 48 states, unless otherwise requested.

• Contiguous 48 states: F.O.B. warehouse, freight prepaid. (Note transportation above) or (upon written request only)
  
  
• Direct to location: F.O.B. warehouse, freight prepaid to Alaska, Hawaii or Puerto Rico with a minimum order of 5 units plus a 10% transportation excise. The 10% freight excise will be added to the Gross value of the orders shipped and invoiced from VELUX America LLC.3. Non-VELUX Dealer Delivery: F.O.B. warehouse, freight prepaid to a consumer or residential address. Plus a 10% shipping and handling charge. A 10% freight excise will be added to the Gross value of orders shipped from VELUX America LLC to an address other than an authorized VELUX Dealer. Non-VELUX Dealer delivery is only available in the contiguous 48 states. (Note (8) Transportation above). To track shipments from VELUX, go to veluxsolutions.com/track.

(10) Insurance: From the time of delivery to the carrier the responsibility for insurance of the goods shall rest with Buyer. If, at Buyer’s written request, VELUX affects insurance of the goods during transit, VELUX shall be liable only for the amount actually received by it under the policy less expenses incurred in affecting such insurance and making collection.

(11) Palletizing of Orders: VELUX Regional Distribution Centers are not equipped to provide palletized units. Requests for palletized orders will be limited to orders of 60 units or more and carry a $1.00/roof window or skylight surcharge.

(12) Patents: VELUX assumes no obligation or liability of any kind with respect to infringement or alleged infringements of United States or foreign patents, copyrights, trademarks, or other proprietary rights arising out of Buyer’s purchase, use, possession, sale, or delivery of any products sold by VELUX. Buyer shall indemnify and hold VELUX harmless from any and all claims, liabilities, damages, or expenses resulting from infringements or alleged infringements of United States or foreign patents, copyrights, trademarks, or other proprietary rights arising from compliance by VELUX with any designs or specifications provided by Buyer. No sale of any product shall be construed as granting to Buyer any license or other right applicable to the product.

(13) Taxes: Buyer shall pay to VELUX the amount of any federal, state or local sales, excise, use or other tax applicable to this order which VELUX may be required to pay.

(14) Legal Action: If legal action is necessary to collect this account or any other account which Buyer has with VELUX, the prevailing party will be entitled to recover reasonable attorney’s fees in addition to costs and other necessary disbursements arising from such legal action.

(15) Limited Warranty: VELUX provides a limited warranty for its products. Details of the limited warranty provisions are contained in the VELUX brochure entitled “The VELUX Promise,” or by going to thenoleakskylight.com. THE LIMITED WARRANTIES EXPRESSED IN “THE VELUX PROMISE” ARE THE ONLY STATEMENTS OF THE LEGAL RESPONSIBILITIES OF VELUX AND VELUX DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(16) Dealer Requirements: To qualify as a VELUX Dealer, a company’s principal business must be in the retailing of building material products. The company must also establish a stable line of credit and furnish VELUX with a copy of their resale tax certificate.

(17) Trademarks and Copyrights: VELUX is the sole owner of all right, title and interest in and to the trademarks and copyrights for its marketing material, including but not limited to the VELUX name and the VELUX logo (“VELUX Intellectual Property”). VELUX allows Dealers in good standing the non-exclusive, non-transferrable, revocable right to use certain VELUX Intellectual Property. Such Dealers in good standing shall use and display VELUX Intellectual Property only in a form and style as directed or approved by VELUX. Upon revocation of such right by VELUX, in its sole discretion, Dealer will cease to use all VELUX Intellectual Property which shall at all times be owned solely and exclusively by VELUX. The name VELUX CANNOT be used in any web address. All such addresses must be transferred to VELUX as the sole owner of the name VELUX.