These terms and conditions govern the sale of products by Neri North America,
Inc. (“Neri”). These Terms and Conditions (‘Agreement’) take precedence
over Buyer’s additional or different terms and conditions to which
notice of objection is hereby given. Acceptance by Buyer is limited to
these terms and conditions. Neither Neri’s commencement of performance
nor delivery shall be deemed or constituted as acceptance of Buyer’s
additional or different terms and conditions.
A. “Home Office” means Neri’s corporate headquarters at 1835 NW 112th Ave., suite 176, Miami FL 33172.
B. “Custom Item” means any Neri product not listed in the current Neri
product catalog as well as products in such catalog that have been
discontinued. Custom Items include special, modified, or made-to-order
fixtures, furnishings, urban décor, structures, and cast architectural
C. “Accounts with preapproved credit terms” means clients who have been approved in writing by Neri.
D. “Order Confirmation Statement” means Neri’s written acknowledgement of Buyer’s purchase order.
A. For accounts with preapproved credit terms, Neri requires a deposit
of 50% of order total, due net 30 days from receipt of the Order
Confirmation Statement by Neri. The Invoiced balance is due, in full,
net 30 days from the date of delivery, except as provided in Section 5
for Custom Items.
B. For accounts without pre-approved credit terms, Neri requires a
deposit of 50% of order total upon placement of a purchase order and
receipt of the Order Confirmation Statement by Neri. The invoiced
balance is due in full, prior to delivery or net 30 days from shipment;
whichever is sooner, except as provided in Section 5 for Custom Items.
C. If, in the opinion of Neri, the financial conditions of the Buyer
becomes impaired or unsatisfactory, Neri may at any time, limit or
cancel the credit of Buyer and may require from Buyer payment in cash
before delivery for current and future deliveries and demand immediate
payment for goods previously delivered. Failure by Buyer to make such
payments within 10 days after demand shall constitute a breach of this
agreement by Buyer. Approval of credit of one or more deliveries shall
not be deemed a waiver hereof.
D. If any shipment made in accordance with the Buyer’s instructions is
refused for whatever reason, the Buyer shall be responsible for full
payment for such merchandise, in accordance with the terms of this
agreement, as though such merchandise had been accepted at the time of
original delivery. Buyer shall also be responsible for Neri’s standard
storage, handling and redelivery charges and shall pay such charges as
invoices are rendered.
E. Buyer shall make payment as specified herein. Neri may suspend
shipment until such payment is received. Buyer cannot off-set monies it
owes to Neri, unless Neri expressly authorizes an off-set in writing.
Buyer cannot backcharge Neri to collect expenses incurred in a previous
F. Neri. will charge a $50.00 administrative fee for any returned check.
G. Buyer shall reimburse Neri for all expenses (including reasonable
attorney’s fees and all other costs) incurred to collect any amounts
due. Furthermore, Neri will charge interest on past due amounts at a
rate of 1.5% per month until paid.
3. PRICE QUOTES
A. The provisions in this section apply only to price quotes issued in writing by Neri.
B. Price quotes are valid for 30 days unless otherwise printed on the
quote. Purchase orders for standard items or Custom Items received and
acknowledged by Neri within this 30 day period will be price protected
for shipment within 90 days from the date of the order or December 15th
of that calendar year, whichever comes sooner.
C. Prices for items shipped after the price protected period will be charged at Neri’s then current price.
D. Additions to orders already processed shall be considered separate orders and shall be priced accordingly.
4. PURCHASE ORDERS
A. Neri’s acceptance of a purchase order is contingent upon issuance of Neri’s Order Confirmation Statement.
B. Should Neri require submittal drawings, Neri’s acceptance is
contingent upon issuance of Neri’s Order Confirmation Statement and
receipt by Neri of submittal drawings approved and signed by the Buyer.
C. ADDITIONALLY, NERI’S ACCEPTANCE OF BUYER’S PURCHASE ORDER IS
EXPRESSLY MADE CONDITIONAL ON THE BUYER’S AGREEMENT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN.
D. BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS SHALL BE
CONCLUSIVELY PRESUMED IF (1) NO WRITTEN OBJECTION IS RECEIVED BY NERI’S
HOME OFFICE WITHIN 10 DAYS FROM THE DATE OF THE ORDER CONFIRMATION
STATEMENT OR (2) BUYER ACCEPTS ALL OR ANY PART OF THE PRODUCTS REFLECTED
BY THE PURCHASE ORDER. It is the Buyer’s responsibility to communicate
any objections or discrepancies directly to Neri’s Home Office.
E. Neri specifically rejects, and Buyer disclaims, all pre-printed
provisions in Buyer’s purchase order and any other Buyer forms or
documents. Neri’s failure to object to any term or condition in any
communication from Buyer will not be construed as agreement to such term
or condition, nor will it be deemed a waiver of these Terms.
F. If Neri’s order confirmation, price quote, invoice or other document
or electronic transmittal including or referencing these Terms &
Conditions constitutes an offer, Buyer’s acceptance of the offer is
hereby limited to the terms of the offer, including these Terms &
G. Replacements or re-orders shall be considered as new orders.
5. CUSTOM ITEMS
A. Neri reserves the right to sell a Custom Item only to the distributor
who assisted Neri in the development of the business for a specific
B. When placing an order for a Custom Item, Buyer shall make a 50 % down
payment towards the purchase price of such Custom Item, before any
portion of an order for a Custom Item will be produced, and balance due
prior to shipment.
C. Buyer may not cancel or change an order for a Custom Item.
A. Cancellation applies only to standard items. A cancellation fee
equaling 25% of the net order amount will apply to any cancellation
received 24 hours after an order is received.
B. Orders for Custom Items may not be changed or cancelled for any reason.
7. FREIGHT CHARGES
A. All shipments from Italy are F.O.B. Neri S.p.A’s factory in Italy, located at via Emilia, 1622 – Longiano (FC) ITALY.
B. All shipments originating in the United States are F.O.B. Neri’s
corporate headquarters at 1835 NW 112th Ave., Miami FL 33172.
C. Neri will invoice Buyer for the full freight cost not meeting freight allowance terms as quoted in writing.
D. Freight methods to destinations outside the contiguous 48 U.S. states vary. Export packaging may be charged as an extra.
E. If the Buyer notifies Neri to delay delivery of merchandise after
said merchandise has been produced in accordance with Buyer’s
instructions, then Buyer shall pay reasonable storage charges until such
merchandise is delivered and accepted.
8. PACKAGING AND SHIPMENTS
A. The method of packaging is at Neri’s option.
B. Neri will use its own discretion in routing all shipments in order to
minimize costs and reserves the right to select carrier and truck size.
If any shipment made in accordance with Buyer’s instructions incurs
additional labor or carrier costs, said costs shall be paid by the Buyer
as invoices are rendered.
C. The shipment date mentioned on Neri’s order acknowledgement, if any,
is Neri’s best approximation of the probable shipment date and shall not
represent a fixed or guaranteed shipment date. Neri shall not be
responsible for any damage or loss resulting from delayed shipments or
Neri’s inability to ship. Delay of one or more shipments shall not
relieve Buyer of its obligation to accept remaining shipments.
D. Neri may ship orders in installments, as they become available. Each
installment shall be separately invoiced, and payment shall be due as
described herein, without regard to subsequent shipments.
A. For purposes of this section, the term “Distributor” means any Buyer
who regularly engages in the resale of products in the same line of
business as Neri’s products.
B. A distributor may not resell Neri’s products outside of the
geographical area assigned to the Distributor by Neri or Neri’s field
C. Neri reserves the right to refuse to make direct shipments to areas outside of the Distributor’s assigned geographical area.
10. TITLE AND RISK OF LOSS
Title to all goods remains with Neri until paid in full; however, risk
of loss shall vest in the Buyer at the time of delivery by Neri to the
carrier at the shipping point.
A. Neri warrants for a period of two (2) years from date of invoice for
the original purchase that its products are free from defects in
materials and workmanship.
B. Neri warrants for a period of five (5) years from date of invoice for
the original purchase that its LED products are free from defects in
materials and workmanship.
C. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
D. Ballasts are covered solely under their respective manufacturer’s warranty and are not covered by Neri’s warranties.
E. Every claim under these warranties shall be deemed waived unless
received in writing by Neri within 15 days of the date the purported
defect to which each related claim is discovered, or should have been
discovered. It is the Buyer’s responsibility to file all claims directly
with Neri’s representatives or Neri’s Home Office.
F. THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND CAN ONLY BE AMENDED IN WRITING BY NERI’S PRESIDENT.
12. CLAIMS AND ADJUSTMENTS
A. The carrier accepts shipments covered by Buyer’s order in good
condition and in quantity as noted on freight bills. Any claim for
damage or shortage lies between the Buyer and the carrier.
B. Buyer must check each shipment carefully and note any visible damage
or shortage on the freight bill before signing it and accepting
C. Buyer must report concealed loss or damage to carrier in writing
immediately upon discovery. Claims for shipping errors or concealed
shortages will be invalid unless received by Neri’s Home Office within 3
days after receipt of shipment.
D. Buyer may not return any merchandise to Neri for any reason without
prior written authorization from Neri. Neri will refuse all merchandise
returned without such written authorization.
E. Buyer is responsible for ensuring the conformance of delivered
material to Buyer’s order or governing specifications. Installation of
improper equipment is done at Buyer’s own risk and expense.
13. RETURNED GOODS
A. All returned goods must be accompanied by a Returned Goods Authorization (“R.G.A.”).
Custom Items or discontinued products are not subject to return.
B. Merchandise must be returned in the original factory sealed cartons,
plus additional heavy gauge outer cartons and additional (popcorn)
cushioning material. All merchandise must reach Neri in a perfectly
C. Authorized returns must be made freight prepaid within 15 days of the date of issuance of the R.G.A.
D. All returned products are subject to inspection. Unsealeable, damaged
or improperly packaged products will be credited at salvage value or
returned to the Buyer freight collect. Credit will be issued at prices
prevailing at time of shipment or time of return, whichever is lower,
less a 50% handling and restocking charge, plus original outbound
freight costs if incurred by Neri.
14. LIMITATION OF LIABILITY
A. Neri’s liability for any defect in its products shall be, at the sole
option of Neri, limited to the repair or resupply of a like quantity of
non-defective products, F.O.B. point of original shipment, uninstalled.
B. NERI SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR OTHER
DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGE TO THE STRUCTURE OR
FIXTURES TO WHICH NERI PRODUCTS ARE NOT AFFIXED, NOR SHALL NERI BE
LIABLE FOR ANY DAMAGES WHICH ARE BASED UPON ALLEGED NEGLIGENCE, BREACH
OF WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY OTHER THAN THE
LIMITED LIABILITY STATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF
SAME. INCIDENTAL AND CONSEQUENTIAL DAMAGES SHALL NOT BE RECOVERABLE EVEN
IF THE RESUPPLY OF A NONDEFECTIVE PRODUCT, WHICH IS THE REMEDY PROVIDED
BY THE WARRANTY, FAILS OF ITS PURPOSE, OR FOR ANY OTHER REASON.
C. All fixtures are furnished without lamps and anchor bolts, unless
otherwise specified in writing. When lamps are installed by Neri, it is
done for the convenience of the customer and, as such, Neri assumes no
responsibility for damage to the lamp or fixture, looseness of such
lamps which may occur in transit, or any other liability resulting from
such furnished lamps.
D. Neri shall not be liable for any damage resulting from the improper use, installation and maintenance of its products.
A. Merchandise will be shipped in accordance with the standard styles,
sizes and specifications as described in Neri’s catalog, website and
B. In the event of a conflict between a customer’s written order and a
Neri drawing or specification sheet marked “Approved”, the Neri drawing
or specification sheet shall prevail.
C. Neri reserves the right to change details of design, materials and
finish in any way which may alter installed appearance or reduce
function and performance. Every effort is made to avoid errors in
catalogs, price sheets, specification sheets and other data. However,
Neri will not accept responsibility for additional expenses incurred by
Buyer, or any other liability, resulting from reliance upon such
catalogs, price sheets, specification sheets or other data.
D. Neri will not be bound by general or blanket instructions not
contained within the Buyer’s written order. All orders must contain
complete written instructions which, to form part of the parties’
agreement, must be acknowledged by Neri in its Order Confirmation
Statement or other separate writing.
E. Most of Neri’s products are ETL or UL listed. However, the addition
of some accessories could negate this listing, or the certifying body’s
requirements may change and negate listings. Please consult the Neri
Home Office for appropriate listing on any specific product.
F. It is the Buyer’s responsibility to ascertain the correct voltage for
each order, and to so mark each order with the voltage. When Neri is
requested to furnish catalog sheets for submittal, Neri will furnish its
standard sheets unmarked. It is the Buyer’s responsibility to mark up
the submittal sheets as it sees fit and submit to Neri.
16. FORCE MAJEURE
A. If a Force Majeure event prevents Neri from performing, Neri’s performance will be excused.
B. For purposes of this Section, Force Majeure means any act of God,
including but not limited to hurricanes, war, terrorism or threats of
terrorism, civil disorder, labor strikes or disruptions, fire, disease
or medical epidemics or outbreaks, and curtailment of transportation
17. CHOICE OF LAW
A. The parties’ entire agreement shall be governed by the laws of the
State of Florida, without reference to its choice of law rules. B.
Regardless of the parties’ nationality, applicability of the Convention
on Contracts for the International Sale of Goods (CISG) is hereby
18. CHOICE OF FORUM
A. Any and all disputes, claims, or controversies whatsoever relating to
or in any way arising out of or connected with the these Terms and
Conditions and the operation of Neri’s products shall be litigated, if
at all, before the United States District Court for the Southern
District of Florida, or as to those lawsuits to which the Federal Courts
of the United States lack subject matter jurisdiction, before a court
located in Miami-Dade County, Florida, U.S.A. to the exclusion of the
Courts of any other county, state or country.
A. In the event of a conflict between the Buyer’s terms and conditions
and Neri’s terms and conditions, Neri’s terms and conditions shall
govern. The Buyer, by virtue of placing an order with Neri, expressly
acknowledges and agrees to the preceding sentence.
B. NERI’S FIELD REPRESENTATIVES ARE INDEPENDENT SALES CONTRACTORS. THEY
HAVE NO AUTHORITY TO ASSUME OR CREATE ANY OBLIGATION, EXPRESS OR
IMPLIED, NOR DO THEY HAVE ANY AUTHORITY TO ACCEPT SERVICE OR LEGAL
PROCESS ON BEHALF OF NERI.
C. Only the President of Neri may amend these terms and conditions of sale.
D. The headings and numbering on this page are for reference purposes only.
E.The Terms & Conditions of Sale herein supersede any other terms & conditions of sale previously published by Neri.