TERMS AND CONDITIONS
By using the Lyon website (Site) and/or all other websites owned and operated by Lyon LLC (Sites) you accept these terms and conditions of use. Lyon LLC reserves the right to alter or amend these terms at any time by posting a new version of this document on the Site. If you elect not to accept these terms, do not use the Sites.
Copying, distributing, transmitting, displaying, mirroring, modifying or otherwise using in any way any text, images or other content of these Sites without express written permission of Lyon is strictly prohibited and may violate the copyright laws of the United States. Further, you may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from these Sites or materials. Lyon does grant you the limited permission to print pages of the Sites on a local printer for personal use and/or third party reference for the purpose of specifying and/or ordering Lyon products, provided the material is not modified and all copyright notices contained within the material is retained.
The Lyon name and logo, along with all other product logos, trademarks and service marks displayed on these Sites are the property of Lyon or their respective owners. You may not use any of the logos, trademarks or service marks displayed on these Sites without the prior written permission of the respective owner.
Certain sections of these Sites require registration. By providing requested registration information, you agree to receive periodic communications from Lyon and we agree to allow you to download certain intellectual property such as, but not limited to, product specifications, marketing literature and technical documents. You may opt-out from these communications at any time while still maintaining access to the register only sections of these Sites. Any information gained from registering on the Site will be stored and protected on a secure server which is not accessible to the internet. You are responsible for restricting access to your computer and agree to accept responsibility for all activities that occur under your account and password. Lyon reserves the right to terminate accounts or refuse orders at its sole discretion.
The content of these Sites is provided “as is.” Although Lyon makes every attempt to ensure these Sites are as accurate as possible, the descriptions of products and services on these Sites do not create a warranty or guarantee regarding such products and services. Lyon makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Sites or the information, products, services, or related graphics contained on these websites for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
Lyon has made every effort possible to ensure the accuracy of all information contained within these Sites. We reserve the right to correct inadvertent or typographical errors, inaccuracies or omissions – should they happen to occur – and to change or update information at any time without prior notice. In addition, descriptions and specifications contained on these Sites were in effect at the time it was created and may be subject to periodic updates. Lyon reserves the right to discontinue products at any time or change specifications and/or designs without prior notice and without incurring liability.
These Sites contain links to other sites on the World Wide Web that are not owned or operated by Lyon. Lyon has no responsibility or liability with respect to information or materials located on such third-party sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. Authorized Lyon Distributors are not employees of Lyon, but rather are independent contractors whose relationship with Lyon is that of a customer.
Access to these Sites is limited to viewing the linked Web Pages for legitimate business purposes to access the information provided by Lyon at these Sites. Any access or attempt to access other areas of the Lyon computer system(s) or other information contained on the system for any purposes is strictly prohibited. You may not use any information on these Sites other than in connection with a legitimate business purpose. We also hold a zero tolerance policy for spam and spammers.
Every effort is made to keep these Sites up and running smoothly. However Lyon takes no responsibility for and will not be liable for these Sites being temporarily unavailable due to natural disasters or technical issues beyond its control.
All product pricing is in U.S. dollars. Lyon makes every effort to ensure that its prices are up-to-date and accurate. Nonetheless, any pricing information on this site is subject to change without notice. By placing an order to purchase a product, you agree to pay the purchase price set forth by Lyon. In the event a product is listed at an incorrect price due to a typographical or programming error, Lyon has the right to cancel any order listed at an incorrect price. Payment is expected at the time of purchase and can be made with a MasterCard, Visa, Discover or American Express credit card. Lyon uses industry standard security measures to protect your confidential information. Your encrypted payment information travels via a secure socket layer (SSL) using an industry leading online payment processor, where the information is processed on their secure server. No such information is retained on the Lyon sites nor is it accessible by any authorized affiliate.
Orders may only be cancelled if it is within 24 hours of submission and it has not already entered into production. Contact Lyon Customer Service directly if a cancellation is required and it meets these criteria.
Items are shipped either unassembled or assembled. Framing materials and fasteners shall be furnished by the contractor.
Most Lyon products are warranted against defects in materials and workmanship for the life of the product when used in accordance with Lyon’s specifications and/or operating instructions. Lyon will repair or replace, at its option, any part found upon examination to be defective. Please view our Warranty for full details.
Returned goods will not be accepted without an RGA (returned goods authorization) number, which must be obtained from your Lyon Dealer. In the event a product is authorized for a return, a minimum 25% restock will apply for standard stock products. Outbound freight and return freight is not credited as part of the return. Custom orders and orders with options cannot be cancelled and will not be accepted for return, exchange, or refund. Please view our Return Policy for full details
All prices are Freight on Board (FOB) factory. Freight charges will be prepaid, collect or prepaid and added to the invoice (upon approved credit). Lead times are noted on each product page. Large and/or custom orders vary in shipping times and may be drop shipped from separate locations. Specific shipping dates cannot be guaranteed. Freight costs estimated are for standard DOCK TO DOCK delivery. Accessorial delivery needs (ie; residential delivery, inside delivery, delivery appointment, lift gate service, etc) can be arranged for an additional charge. Accessorial delivery options MUST be requested at the time of order. Rates are dependent upon weight, size, destination and products ordered – call for a freight charge quotation.
Please inspect your order immediately upon receipt as they become property of the buyer upon delivery. Before acceptance of freight, the extent of any damage should be noted on the bill of lading/receipt. Freight claims can only be recognized if the shipment is refused or if the delivery receipt is documented with notes related to damage or shortages. Please notify our customer service team immediately of any damages or shortages. Concealed damages can be reported up to 5 days after delivery. Damage or loss not signed for on the delivery receipt may not be acknowledged. Photographs of damage will be required in any damage claim. Please view our Freight Policy for full details.
Neither Lyon, nor its affiliates, directors, employees, or other representatives, are liable for damages arising out of or in connection with the use or inability to use these Sites or any of the materials, products, services, or applications described herein. This is a comprehensive limitation of liability that applies to all damages of any kind, including but not limited to compensatory, direct, indirect, punitive or consequential damages, loss of data, programs, income, profit, or claims of third parties.
Standard Terms and Conditions of Agreement
These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by Lyon, LLC (referred to herein as “Supplier”):
SCOPE OF AGREEMENT Supplier, upon acceptance of an Order placed by Buyer, will supply the products and services specified in the Order (the “Work”) to Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and Supplier’s acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgments or other documents. The details of the Work (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
PRICE AND TERMS (a) The prices payable by Buyer for goods and services to be supplied by Supplier under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. Where applicable, such taxes shall be billed as a separate item and paid by Customer. Orders are accepted with the understanding that such taxes will be added, as required by law. The Company charges local sales tax unless Customer has a valid sales tax exemption certificate on file with the Company. In the event the Company is not registered to collect tax from Customer, Customer assumes full responsibility to access and remit all taxes accordingly. (b) Payment terms are net thirty (30) calendar days from the date of the invoice. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and Supplier reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Supplier for the reasonable costs, including attorney’s fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment. (c) Upon reasonable request by the Supplier, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Supplier reasonable requests to determine credit status or credits limits. (d) Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects Buyer’s ability to perform its obligations under this Agreement including but not limited to: (i) the material default of any supplier or sub-contractor; (ii) labor strike or dispute; or (iii) material uncured default with respect to any debt obligations of Buyer. (e) Pricing schedules (whether attached to this Agreement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. (f) Unless otherwise specified in the Order, Work will be delivered FOB Supplier’s manufacturing facility and will be shipped to Buyer via carriers selected by Supplier.
BUYER MATERIALS AND DATA (a) Buyer represents and warrants that any matter it furnishes for performance of services by Supplier (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any persons right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party. (b) Buyer warrants that it has the right to use and to have Supplier use on behalf of Buyer any data provided to Supplier or its Affiliates by Buyer including specifically customer names, identifying information, addresses and other contact information and related personal information (“Data”). Buyer further warrants that it will designate on the applicable Order if Data provided pursuant to that Order is subject to HIPAA, Gramm-Leach-Bliley or other statutes providing enhanced data protection or requiring enhanced data security procedures.
INVENTORY In the event any inventory is maintained by the Supplier on behalf of Buyer, the applicable Addendum(s) (Addendum 1 and/or Addendum 2) incorporated herein shall apply.
INTELLECTUAL PROPERTY Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Buyer as of the date of the Order or made or conceived by employees of Buyer during the Term of the Order shall be and remain the sole and exclusive property of Buyer provided that Buyer grants to Supplier a license to use, display and distribute (and to sub-license its affiliates and sub-contractors to use, display and distribute) any intellectual property rights delivered to Supplier as reasonably necessary to perform any Order. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Supplier as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Supplier during the term of this Agreement shall be and remain the sole and exclusive property of Supplier. Without limiting the generality of the foregoing, the parties agree that Supplier will own systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto made during the term of the Order. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Supplier is in the business of developing customized print and e-commerce solutions, and the provision of print and fulfillment order services, and that Supplier shall have the right to provide to third parties services which are the same or similar to the services provided herein and to use or otherwise exploit any Supplier materials in providing such services.
CONFIDENTIAL INFORMATION Any information that parties receive or otherwise have access to incidental to or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Work hereunder. In no event shall Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Supplier and Buyer, and in no event shall Supplier acquire and right, title, or interest in and to any materials or information provided to it by Buyer.
INDEMNIFICATION The indemnifying party, as Indemnitor, shall indemnify, defend and hold harmless the indemnified party, as Indemnitee, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on Indemnitor’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Order or this Agreement , or Indemnitor’s (or its agent’s) grossly negligent and/or willful acts in carrying out its obligations under the Order or the Agreement, provided that in no event shall Supplier be responsible for any claims arising out of its compliance with instructions, requirements, or specifications provided by or required by Buyer (including the use of information, artwork, logos, and/or trademarks provided by Buyer). Neither party will be responsible for indemnifying another party hereto where the basis of the indemnity claim arises out of such other party’s own negligence or willful misconduct. In order to avail itself of this indemnity provision, Indemnitee shall promptly provide notice to Indemnitor of any such claim, tender the defense of the claim to Indemnitor, and cooperate with Indemnitor in the defense of the claim. Indemnitor shall not be liable for any cost, expense, or compromise incurred or made by Indemnitee in any legal action without the Indemnitor’s prior written consent.
BREACH In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Order or the Agreement, the non-breaching party shall have the right to: (a) terminate the Order immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of Supplier’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Buyer shall provide Supplier with reasonable notice of any alleged deficiencies in the Work or performance under the Order or this Agreement and Supplier shall have a reasonable opportunity to cure any such alleged non-conformance or breach.
WARRANTY Supplier warrants that the Work shall reasonably conform to specifications in all material respects. If applicable and at Supplier’s option, Supplier may provide Buyer with an on-line printing proof for Buyer approval. If a proof has been provided, once Buyer approves a proof, Buyer will be liable for all fees associated with the order, as specified in the Order. If Buyer supplies Supplier stock or items for imprinting as part of the Order, Supplier is not responsible for issues related to the quality of the stock or items for imprinting. Supplier will not provide refunds for any Work conforming to specifications in all material respects. Other than the warranties set forth in this section, Supplier makes no warranty of any kind, expressed or implied or otherwise whatsoever, that the services performed or any items produced will be merchantable or fit for any particular purpose or use. In the event of any breach of any warranty specified in this provision, Buyer’s exclusive remedy shall be that Supplier shall, at its option, repair or replace any defective goods at no cost to Buyer or refund any purchase price paid for such Work.
LIMITATION OF LIABILITY IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND VENDOR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE INVOICE UPON WHICH A CLAIM IS BASED.
NOTICE Any notice sent pursuant to the Order or this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order or to such address as either party may in the future designate.
ASSIGNMENT Except as otherwise provided, the Order and this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.
STATUS Buyer and Supplier are separate entities. Nothing in the Order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.
COMPLIANCE WITH LAW Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
GOVERNING LAW The Order and this Agreement shall be governed by the laws of the State of Illinois, without reference to conflicts of law principles. Any legal suit, action or proceeding arising out of or relating to the Order or these this Agreement shall be commenced in a federal court in Illinois or in state court in the County of Kane, Illinois, and the appellate courts thereof, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. With respect to any litigation arising out of the Order or this Agreement, the parties expressly waive any right they may have to a jury trial and agree that any such litigation shall be tried by a judge without a jury and the prevailing party shall be entitled to recover its expenses, including reasonable attorney’s fees, from the other party.
FORCE MAJEURE Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
SURVIVAL In the event any provision of the Order or this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the Term shall survive the termination of the Order and this Agreement.
Customer Owned Inventory
Supplier may, from time to time, house materials or inventory owned by Customer (“Customer Materials”) at its facility (“Supplier Facility”) and Customer and Customer and Supplier desire to agree to the terms and conditions upon which Supplier will store such Customer Materials. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Customer agrees to pay the storage and other fees associated with Supplier’s freight to warehouse, inventorying and warehousing of the Customer Materials (“Customer Materials Warehouse Storage Fees”).
Upon Supplier’s receipt of Customer Materials, Customer agrees that it shall bear all and insure against all risk of loss at all times while such Customer Materials are located at the Supplier Facility or while such Customer Materials are under the direction and control of Supplier. Unless caused by the gross negligence or willful misconduct of Supplier, in no event shall Supplier be liable for any loss or damage to the Customer Materials.
In the event there is no order or de minimus activity related to the Customer Materials for a period of one (1) month or upon expiration or termination of this Agreement, Supplier will use reasonable efforts to notify Customer of any such Customer Materials which remain under Supplier’s direction or control and, unless otherwise agreed to in writing by both parties, Customer shall accept shipment of all such remaining Customer Materials. In the event such Customer Materials are returned to Supplier, Customer shall remain liable for all costs related to the shipment of such Customer Materials and Supplier shall have the right to destroy, resell or otherwise dispose of such Customer Materials and Customer shall be liable for all costs and expenses related thereto, including but not limited to all costs of shipment, destruction, resale, enforcement of and collection under this Agreement, including reasonable attorneys’ fees.
This Addendum shall remain in effect until such time as Supplier is no longer in possession or control of any Customer Materials provided that either party may terminate this Addendum immediately for cause upon written notice, which notice will include a ten (10) business day opportunity to cure.
Supplier Owned Inventory
Supplier may, from time to time, purchase materials and/or inventory on Customer’s behalf (“Supplier-Managed Inventory”) and such Supplier-Managed Inventory shall be stored at Supplier’s facility (“Supplier Facility”) in order for Supplier to perform services for Customer. Customer and Supplier desire to agree to the terms and conditions upon which Supplier will warehouse and store such Supplier-Managed Inventory. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Customer agrees to pay the storage fees associated with Supplier’s freight to warehouse, storage, management and inventorying of the Supplier-Managed Inventory (“Supplier-Managed Inventory Warehouse Storage Fees”).
In the event there is (a) a de minimus or no order activity related to the Supplier-Managed Inventory for a period of one (1) or more months; (b) upon the expiration or termination of this Addendum; or (c) the expiration of termination of the Agreement between the parties to which the Supplier-Managed Inventory is addressed or the subject of, Supplier will use reasonable efforts to notify Customer of any such Supplier-Managed Inventory which remains under Supplier’s possession, direction or control and, unless otherwise agreed to in writing by both parties, Supplier shall invoice Customer for such Supplier-Managed Inventory and payment shall be due within thirty (30) days of the invoice date. For amounts owed which are more than thirty (30) days past due, Supplier may charge Customer interest in the amount of one and a half percent (1 ½%) per month or the maximum rate permitted by law. Upon receipt of payment from Customer, Customer shall accept C.O.D. return shipment of all such remaining Supplier-Managed Inventory and shall be responsible for all other costs or expenses related to the return of such Supplier-Managed Inventory. Risk of loss of Supplier-Managed Inventory shall transfer to Customer upon shipment. In addition to all other remedies available to Supplier, in the event that Supplier does not receive full payment for the Supplier-Managed Inventory within sixty (60) days of the invoice date, Supplier shall have the right to destroy, resell or otherwise dispose of such Supplier-Managed Inventory and, in addition to the invoiced amount of the Supplier-Managed Inventory, Customer shall be liable for all costs and expenses related thereto, including but not limited to all costs of shipment, destruction, resale, enforcement of and collection under this Agreement, including reasonable attorneys’ fees.
This Addendum shall remain in effect until such time as Supplier is no longer in possession or control of any Supplier-Managed Inventory provided that either party may terminate this Addendum immediately for cause upon written notice, which notice will include a ten (10) day opportunity to cure. Either party may terminate this Addendum for convenience upon sixty (60) days written notice to the other party.
This Addendum constitutes and contains the entire agreement between the parties with respect to the storage, warehousing and inventorying of the Supplier-Managed Inventory. The parties acknowledge and agree that to the extent there is a conflict between any terms in this Addendum and any terms contained in the storage, warehousing and inventory provisions related to the Supplier-Managed Inventory contained in any other agreement executed by the parties, the terms related to such storage, warehousing and inventory of the Supplier-Managed Inventory contained therein, shall be governed by this Addendum and the terms contained herein shall prevail.