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STRING LIGHTS LA, LLC GENERAL TERMS AND CONDITIONS FOR GOODS AND SERVICES CONTRACTS
These General Terms and Conditions for Goods and Services Contracts (these “General Terms”) are a material part of every product offer and installation proposal (a “Proposal”) provided by STRING LIGHTS LA, LLC, a California limited liability company (“Company”), to a customer of Company’s goods or services (“Customer”). Company and Customer shall be collectively referred to as the “Parties” and, as to each, a “Party” herein.
**1. Proposal for Services:** The Company has provided the Customer with a Proposal for the purchase or lease, installation, service, and maintenance of various lighting, audio/visual, and décor elements (the “Project”) as specified in the purchase order related to the specific Proposal (the “Purchase Order”). The lighting and décor elements to be purchased, leased, or installed are set forth in the itemized listing of goods and services on the Purchase Order. The Project is to be installed at the real property (the “Property”) specified in the Purchase Order. Customer represents that it is (i) the owner, lessee, or authorized manager of the Property, (ii) authorized to enter into this Sales Contract (as defined below), and (iii) the installation of the Project does not violate the scope of the Customer’s authorization to use such Property.
**2. Acceptance:** Upon acceptance of a Purchase Order, the Purchase Order and these General Terms shall form a binding contract for the Company’s goods and/or services between the Company and the Customer (the “Contract”). These General Terms shall not be altered, amended, revised, or replaced unless specifically acknowledged and approved by both Company and Customer in writing. The Purchase Order must be accepted on its exact terms. If additional or different terms are proposed by Customer, its response shall constitute a counter-offer, and no Contract shall be formed by such counter-offer without Company’s written assent to the counter-offer terms. Customer represents and warrants that it has examined and is fully familiar with all the terms and conditions contained in these General Terms, and that Customer enters into the Sales Contract with full knowledge of such terms and conditions, and no terms additional to or different from those contained in these General Terms are binding upon Company. There are no understandings, terms, conditions, or warranties not fully expressed herein.
**3. Payment Terms:** Unless otherwise specified in the Purchase Order, and subject to Customer’s credit approval, Customer shall make an initial payment of fifty percent (50%) of the price set forth on the Purchase Order (the “Contract Amount”) no later than seven (7) calendar days prior to the Project Commencement Date as set forth on the Purchase Order. The fifty percent (50%) balance due of the Contract Amount shall be paid no later than the Project Completion Date as set forth on the Purchase Order. In the event that the Customer fails to make a payment within thirty (30) days of the due date of such payment, Customer will be charged a one-time late fee of $100.00 plus default interest that shall accrue at a rate of ten percent (10%) per annum on any such delinquent balance until such balance is paid in full. Applicable sales taxes will be charged on all materials purchased by the Customer. A cancellation and/or restocking fee equal to twenty percent (20%) of the Contract Amount will be charged for any cancellations of the Contract made within seven calendar days of the Project Commencement Date price set Customer represents that Customer is solvent and can and will pay for the goods and/or services sold in accordance with these General Terms. Customer must maintain a good and valid credit card on file with Company at all times.
**4. Change Orders:**
**a.** If either Party wishes to change the scope or performance of the Project, it shall submit details of the requested change to the other Party in writing. Company shall, within a reasonable time after such request, provide a written estimate to Customer of:
- i. the likely time required to implement the change;
- ii. any necessary variations to the fees and other charges for the Project arising from the change;
- iii. the likely effect of the change on the Services; and
- iv. any other impact the change might have on the performance of this Contract.
**b.** Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither Party shall be bound by any Change Order unless mutually agreed upon in writing.
**c.** Notwithstanding Section 4(a) and 4(b) of this Paragraph, Company may, from time to time, change the Project without the consent of Customer provided that such changes do not materially affect the nature or scope of the Project or the fees or any performance dates set forth in the Purchase Order.
**d.** Company may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis.
**e.** Any Change Order must be made at least three (3) business days before the Project Commencement Date as specified in the Purchase Order.
**5. Installation Policy:** Installation dates for Projects are generally on a first-come, first-served basis unless otherwise specified in the Purchase Order. Company will try to accommodate specific requests to install Projects by a certain date but cannot make any guarantees because of weather delays or possible staffing issues. Customers are given a date, but these dates may change depending on weather conditions or other unforeseen circumstances. Company will do its best to honor any installation window that it provides, subject to any changes that are beyond Company’s control. Company is not responsible for any damages occurring from not performing an installation by a specific timeframe.
**6. Roof Installations:** If the Project includes any work required to be undertaken on or around the roof of any structure located at the Property, including without limitation, any roofing surface or underlayment, radio and television antennas/dishes, plants which are clinging or close to the structure, awnings, gutters, patio covers, solar heating panels, plumbing fixtures, or any other items on or connected to the roof, including the chimney (collectively, the “Roof”). Customer represents and warrants that the Roof is in good condition and free from any defect or damage. Customer acknowledges and understands that the work to be performed may include walking on the Roof, and that many Roofs can be brittle (such as terra cotta tiles) and may suffer some damage when walked upon. Company will not be responsible for damage to the Roof resulting from walking or working on the Roof.
**7. Service and Repair Policy for Seasonal Installations:**
**a.** Upon completion of the installation of a Project intended for the holiday season (October through January), Company will perform an inspection of all lights, cords, timers, and outlets to ensure everything is working correctly. Company’s temporary electrical and visual inspection includes, but is not limited to: assessing problems with materials used; placement or hiding of electrical cord; work-site cleanup, assessing timer and bulb functionality, and ensuring work being completed to Customer’s reasonable expectations.
**b.** If any Project elements installed by Company are not operative, Company will repair the defective lights as scheduling permits. Deliverable boom lift costs for any repairs are not included in free maintenance.
**c.** Repair charges will apply for any damaged Project elements if Company determines that such damage has been caused by Customer’s own actions or inactions, or if the damage was caused by vandalism, extreme weather conditions, faulty outlets, electrical wiring on the property, or clients adding lights which overload the circuits or trip GFIs. These Project elements will be repaired at Company’s hourly rate ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees) plus any cost of new and/or damaged materials. All service requests may be invoiced ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees).
**d. GFI Notification:** Company will do its best to have all repairs completed on Customer’s Project in a timely manner. If Customer should need a repair to its Project, Company will do its best to be there within a 24 to 48-hour period, but cannot guarantee that timeframe depending on project schedule, weather conditions, staffing, and possible extenuating circumstances. Company has some projects that take precedence and may cause blackout dates for availability.
**e.** Customer shall be responsible and pay for all lost or damaged Project elements supplied by Company to Customer, which shall be charged at no less than Company’s replacement cost, to be paid within ten (10) calendar days of Company’s written demand.
**8. Removal of Project Installations:** For seasonal Project installations, Company will provide Customer with a date range in which Company will arrive to take down the Project, but these dates may change depending on weather conditions or other unforeseen circumstances. Company cannot make any guarantees due to weather delays or other unforeseen circumstances. Company requires all Projects removed on or before January 25th unless otherwise agreed upon in writing. If Company stores the Project elements at its facilities, the Company will be responsible for the transportation and storage of such Project elements. Upon removal of the Project elements, Company has no liability for the safekeeping of the Project elements left behind. In the event that Customer elects to delay the removal of the Project beyond January 25th, Customer will be responsible for additional rental costs as specified in the Purchase Order for all leased Project elements.
**9. String and Landscape Lighting Projects:** Company provides no warranty whatsoever to any Customer that wants lighting elements installed for more than ninety (90) days using product not specifically designed for long term use. Any damage, defects, malfunctions, or other loss of display for Customers with Projects left up for longer than ninety (90) days have no right to any repairs, consultation of repairs without paying Company its standard hourly rate ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees). Customer acknowledges and agrees that String and Landscape lighting Projects require ongoing maintenance at a minimum of every six (6) months for trees, hedges, shrubs, etc. Customer acknowledges and agrees that Company can provide maintenance for String and Landscape lighting Projects at Company’s standard hourly rate ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees) plus any required materials. Company is not responsible for any String and Landscape lighting Projects that are not properly maintained under Company’s maintenance program.
**10. Limited Warranty:** All services performed by Company with respect to Project elements purchased through Company shall be guaranteed against defective workmanship for a period of one (1) year after the Project Installation Date. Other than this limited warranty, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. Products manufactured by a third-party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Project. For the avoidance of doubt, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT OR SERVICE, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
**11. Limitations Regarding Warranties:** EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND THE GOODS ARE PROVIDED “AS IS”, AND COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES AND THE GOODS, AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY COMPANY TO CUSTOMER UNDER ANY CONTRACT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FITNESS TO MEET A PROJECT SPECIFICATION. No agent, employee, or representative of Company has authority to bind Company to any affirmation, representation, or warranty concerning the services and/or goods sold to Customer, unless and until such affirmation, representation, or warranty is expressed in writing by an authorized officer of Company. No statement of fact, promise, representation, affirmation, or other indication has been made with respect to the performance of services and/or goods, other than that which appears in these General Terms or any written Purchase Order. The description of the services and goods contained within any Purchase Order given by Company to Customer shall be the sole basis for any Contract, and no statement or representation, other than those embodied therein, have been made or relied upon.
**12. Limitation of Customer’s Remedies and Company’s Liability:** In the event any goods fail to comply with a warranty set forth in these Standard Terms, and Customer provides timely written notice, Company will repair or replace the goods proven to have been defective in material or workmanship at the time of delivery with conforming goods within a reasonable period of time. Company’s total cumulative liability in any way arising from or pertaining to any goods shall NOT in any case exceed the purchase price paid by Customer for such goods. In the event that Company fails to adequately repair or replace the defective goods, Customer’s sole and exclusive remedy shall be the replacement or repair costs of the defective goods. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE STANDARD TERMS OR ANY CONTRACT, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, LOST PROFITS, OR OTHER INDIRECT LIABILITY, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.
**13. Limitations of Customer’s Remedies and Company’s Liability for Failure or Delay in Delivery:** No delivery dates are guaranteed by Company. Customer agrees that in further consideration of the compensation set forth in any Quote, Company will not be liable, absent any actual fraud or intentional tortuous conduct, for any damages or costs incurred by Customer due to delays in the approval, delivery, and/or installation of goods. Customer’s sole and exclusive remedy and Company’s only liability for any delay in delivery shall be limited as set forth in Section 4.
**14. Security Interest:** In the event that Customer fails to make timely payment for the goods and/or services specified in any Contract, Company reserves, and Customer hereby grants, a security interest in all goods and/or services sold by Company to Customer. In the event that Customer breaches a Contract, Company reserves the right to repossess all such goods pursuant to the terms of the Uniform Commercial Code.
**15. Intellectual Property:** Customer agrees that Company shall own all right, title, and interest in any and all inventions, changes, modifications, improvements, or enhancements (collectively, “Product Enhancements”) developed or discovered in conjunction with Customer’s use of Company’s goods. Customer agrees to notify Company within thirty (30) days of the development or discovery of any Product Enhancements, to assign all right, title, and interest in any Product Enhancements to Company, and to take any and all other actions reasonably necessary to assist Company’s efforts to timely prepare and file a patent application and/or to take any other actions reasonably necessary to obtain intellectual property protection for the Product Enhancements in the United States of America or in any other jurisdiction. Customer further certifies that Customer’s employees, officers, directors, contractors, and agents are currently obligated to disclose any and all Product Enhancements to Customer, and to convey their right, title, and interest in any and all Product Enhancements to Customer, to the same extent that Customer is obligated to Company.
**16. Technical Advice:** Customer represents that it has made its own independent determination that Company’s goods that it is purchasing under a Contract meet the design requirements of Customer’s Project and are suitable for Customer’s intended application. Customer further represents that it has not relied in any respect on any written or oral statements or advice from Company in making that determination.
**17. Safety:** Customer agrees to provide a safe Property site and comply with all Federal, state, and local safety requirements. Customer further agrees to hold Company harmless and to defend any and all actions, claims, suits, or proceedings that may subject Company to liability due to Customer’s failures to properly handle the Project elements or provide a safe delivery site.
**18. Customer’s Bankruptcy:** Should Customer become bankrupt or insolvent during the period covered by any Sales Contract, Company may immediately terminate any such Contract by written notice to Customer. This termination shall not prejudice Company’s rights to the amounts then due under the Contract.
**19. Compliance With Law:** Customer agrees to comply with all federal, state, and local laws, codes, regulations, and ordinances in effect where the Project is to be performed.
**20. Indemnity:** Customer agrees to defend, indemnify, and hold Company harmless from any and all claims, losses, damages, liabilities, or costs, including attorneys’ fees and court costs, whether real or alleged, with legal counsel acceptable to Company, related to or arising out of the sale of the goods and/or services by Company to Customer without regard to Customer’s negligence or fault. The foregoing duty to defend, indemnify, and hold Company harmless shall only exclude claims, losses, damages, liabilities, or costs, arising from Company’s sole gross negligence or willful misconduct.
**21. Waiver:** Failure or inability of either party to exercise any right provided for in these General Terms shall not be deemed a waiver of any right.
**22. Force Majeure:** Company shall not be liable for failure to perform its obligations hereunder resulting from acts of God, fire, accident, strike, riot, war, government intervention, embargoes, fluctuations or non-availability of raw materials, equipment, or transportation, acts of Customer, or any other circumstances beyond Company’s reasonable control.
**23. Governing Law and Jurisdiction:** These General Terms and all Contracts shall be governed by and construed in accordance with the laws of the State of California. Any dispute, controversy, or claim arising out of or in connection with these General Terms or any Contract shall be submitted to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.
**24. Entire Agreement:** These General Terms and the related Purchase Order, together with all exhibits, schedules, and attachments thereto, constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written.
**25. Amendments:** These General Terms may not be amended or modified except in writing and signed by both Parties.
**26. Assignment:** Neither Party may assign or transfer any rights or obligations under these General Terms or any Contract without the prior written consent of the other Party.
**27. Severability:** If any provision of these General Terms or any Contract is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
**28. Headings:** The headings in these General Terms are for convenience only and shall not affect the interpretation of the terms herein.
**29. Notices:** All notices, requests, demands, and other communications required or permitted under these General Terms shall be in writing and shall be deemed to have been given and received (a) upon personal delivery; (b) one (1) business day after deposit with a reputable overnight courier service; (c) three (3) business days after being deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, and properly addressed to the Party for whom it is intended at the address stated in the Purchase Order or at such other address as either Party may designate by notice hereunder.
**30. Waiver of Jury Trial:** EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE GENERAL TERMS OR ANY CONTRACT OR THE ACTIONS OR OMISSIONS OF ANY PARTY, AND AGREES TO FILE ANY ACTION OR PROCEEDING, OR COUNTERCLAIM, ARISING OUT OF OR RELATED TO THESE GENERAL TERMS OR ANY CONTRACT, EXCLUSIVELY IN THE STATE COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA OR THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA AND HEREBY FURTHER IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SAID COURTS FOR ANY SUCH LITIGATION AS SET FORTH HEREIN.
**31. Electronic Signature:** These General Terms and any Contract may be executed electronically or by facsimile transmission in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A photocopy or scanned copy of this signed document shall have the same force and effect as the original. The Parties agree that electronic signatures or facsimile copies of signatures may be relied upon as originals for all purposes.
**32. Counterparts:** These General Terms may be executed in counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement.
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