The following notices apply to www.luxwall.com and your use of the site is subject to such notices, terms and conditions set forth herein and all applicable laws. LuxWall Incorporated may revise these notices, or the terms and conditions from time to time. All information made available on the LuxWall site is provided for general informational purposes only. While LuxWall strives to ensure that the information on this site is accurate, complete, and up to date, no warranties or representations are made regarding its accuracy, reliability, or completeness. LuxWall reserves the right to modify, update, or remove site content at any time without prior notice.
Restrictions on Use of Materials
This site is owned and operated by LuxWall Incorporated (referred to as “LuxWall”, “we,” “us,” or “our” herein). No material from www.luxwall.com or any website owned, operated, licensed or controlled by LuxWall may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of LuxWall’s copyright and other proprietary rights. The use of any such material on any other website or networked computer environment is expressly prohibited.
Disclaimer
THE MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LUXWALL INCORPORATED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LUXWALL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LUXWALL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT LUXWALL) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation of Liability
IN NO EVENT SHALL LUXWALL, OR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OR INABILITY TO USE THIS SITE OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITE, OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITE, (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SITE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; OR (vi) ANY OTHER MATTER RELATING TO OUR SITE, EVEN IF LUXWALL OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF LUXWALL UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED FIVE DOLLARS ($5).
Site Content Notice
All rights reserved. Unless otherwise stated, all content on this site – including but not limited to text, graphics, images, designs, layouts, videos, and software – is the intellectual property of LuxWall or its licensors and is protected by applicable copyright laws. Documents published on the LuxWall site may contain other proprietary notices or describe products, services, processes or technologies owned by LuxWall or third parties. Please note that by publishing these documents, LuxWall is not granting any license under any copyright, trademark, patent or other intellectual property right of LuxWall or any third party.
Trademarks
The following registered trademarks of LuxWall Incorporated and its subsidiaries may appear throughout this site:
LuxWall; LuxWall with logo icon; LuxWall See Beyond, LuxWall See Beyond with logo icon; Enthermal, Enthermal Plus; Bettering the Built Environment; Transparent Insulation; See-Through Walls.
All other trademarks included in this site are the property of their respective owners.
Nothing on this site should be construed as granting any license or right to use any LuxWall or third-party trademarks without the prior written permission of LuxWall or the relevant trademark owner.
Global Application
Unless otherwise specified, the materials in the publicly available section of this site are presented solely for the purpose of promoting LuxWall and its products in the United States. This site is, unless otherwise stated, controlled by LuxWall from its LuxWall, Michigan USA offices. LuxWall makes no representation that materials presented on the site are appropriate or available for use worldwide. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Applicable law may not allow the enforceability of the disclaimer included above, as well as other aspects of this Legal Notice. It is LuxWall’s intent that this Legal Notice be applied to all users except as may be prohibited by applicable law, in which case all aspects of this Legal Notice not so prohibited shall apply.
Terms and Conditions of Sale
1. Applicability. The sale of goods (“Goods”) by LuxWall, Inc. (“LuxWall”) to the purchaser of such Goods (“Buyer”) is expressly limited to Buyer’s acceptance of LuxWall’s quotation and the terms and conditions contained herein (this “Agreement”). No modification or waiver of any of the terms and conditions of this Agreement and no additional or different terms or conditions shall be effective unless agreed to in a writing signed by both parties. All section references in this Agreement are to the sections hereof, and all references to the “Purchase Order” are to the order placed by Buyer to LuxWall for the purchase and sale of Goods.
2. Acceptance of Purchase Order. A Purchase Order shall not be binding on LuxWall unless and until LuxWall provides Buyer with electronic acceptance of the Purchase Order through an order acknowledgement or sales confirmation (such acknowledgment or confirmation being a “Sales Confirmation”). Notwithstanding any such Confirmation, no general, additional, or conflicting terms and conditions referred to in Buyer’s Purchase Order or other document issued by Buyer shall apply to this Agreement and the sale of Goods.
3. Pricing and Taxes. All prices for the Goods shall be from LuxWall’s quotation and set forth on the face of the Purchase Order, excluding prices subject to change (Freight, Packaging, and energy Surcharge). The pricing is exclusive of any federal, state, provincial, local taxes or assessments including, without limitation, sales, use, value-added or similar taxes including customs fees and tariffs. Such taxes and assessments will be separately stated on LuxWall’s invoice and be the responsibility of Buyer.
4. Payment Terms. The full amount stated in each invoice shall be due and payable Net 30 days from the date of the invoice. LuxWall reserves the right, in its sole discretion, to require a deposit, alter or suspend credit terms, require C.O.D. or advance payment. LuxWall may assess a late payment fee on any amount not paid by the due date, at the rate of 1.5% compounded monthly, calculated from the date on which such payment was due until the date such payment is received. All costs and expenses incurred by LuxWall as a result of non-payment or delinquent payment by Buyer, including collection costs, interest and reasonable attorney fees, shall be paid by Buyer. Orders exceeding a total cost of or greater than $10,000 may be subject to a required 30% deposit of total cost at the point in time of the placement of order.
5. Invoicing Under Bill and Hold. Invoices will be issued when LuxWall provides Buyer with notice that the Goods are ready for shipment. Unless otherwise agreed by LuxWall, Luxwall will complete fabrication of the Enthermal units and defer shipment until the customer’s installation schedule and available site capacity support installation of the Enthermal product. During the deferral period, LuxWall will store the completed, customized units in its warehouse in a segregated, clearly identifiable condition, and maintain them ready for physical transfer upon customer release of the product. LuxWall may not redirect, sell, or otherwise use the units for another customer without the customer’s written authorization, and the completed units will be specifically identified and segregated as property of the customer and may not be substituted for units intended for another customer.
6. Delivery Terms. Unless otherwise agreed by LuxWall and stated on the face of the Purchase Order, all sales are FOB Shipping Point (Incoterms). LuxWall will use reasonable efforts to meet the delivery date stated in the Purchase Order. LuxWall will use reasonable efforts to comply with Buyer’s shipping and insurance requests but reserves the right, at Buyer’s risk and cost, to ship all or part of the Goods using carriers of LuxWall’s selection if Buyer has not provided adequate shipping and/or insurance requests when the Goods are ready for shipment. All loading, delivery, insurance, forwarding, and transportation of the Goods are at Buyer’s cost and risk.
7. Buyer’s Acceptance of Goods. Buyer shall inspect the Goods when received and shall notify LuxWall in writing of any defects or deficiencies within seven (7) days of receipt. In the absence of such notice, the Goods shall be deemed to have been accepted by Buyer. Acceptance by Buyer shall also be deemed to have been made as soon as the Buyer uses the Goods for its own commercial production or resale. In the event a Good is returned to LuxWall, all handling, restocking, and transportation charges paid by LuxWall will be deducted from any credit given Buyer. Freight charges on returned Goods must be prepaid by Buyer.
8. Cancelation/Termination/Change of Order. No cancellation, termination or change to a Purchase Order shall be effective unless agreed to by LuxWall in writing. Unless otherwise agreed to by LuxWall in writing, in the event of a cancellation, termination or change of a Purchase Order, Buyer shall pay LuxWall for any expenses and costs incurred in the production of the Goods to the date such termination is accepted by LuxWall, plus liquidated damages equal to 20% of the total purchase price for the Goods covered by the cancelled Purchase Order.
9. Force Majeure. LuxWall shall be excused from and under no circumstances shall be liable for any loss or delays in performance due to act of God, fire, floods, windstorms, explosions, civil unrest, natural disasters, labor problems (including strikes, lockouts or slowdowns), governmental laws, rules or regulations, inability to obtain power, material, labor, equipment or transportation, pandemics or epidemics, or causes of a like or different nature reasonably beyond LuxWall’s control in the conduct of its business. If such delays extend the shipment date for more than 120 days, LuxWall or Buyer may cancel the affected Purchase Order, without liability. All payments received by LuxWall from Buyer applicable to such cancelled Purchase Order will be refunded.
10. Warranty. LuxWall’s Standard Limited Warranty (the “Warranty”), a copy of which is attached hereto or has been separately provided to Buyer, is incorporated herein by reference and shall apply to all purchases of Goods. In the event of defective or non-conforming Goods (as defined in the Warranty), LuxWall will repair or replace the defective or non-conforming Goods in accordance with the Warranty. LuxWall’s obligation to repair or replace such defective or non-conforming Goods is Buyer’s sole and exclusive remedy for any breach of the Warranty.
11. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL LUXWALL BE LIABLE TO BUYER FOR INDIRECT DAMAGES, LOST PROFITS, LOST PRODUCTION, LOST REVENUE, BUSINESS INTERRUPTION, OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PURCHASE ORDER FOR GOODS ISSUED BY BUYER TO LUXWALL, WHETHER IN CONTRACT OR IN TORT (INCLUDING FOR BREACH OF CONTRACT, LATE DELIVERY, BREACH OF WARRANTY (EVEN IF THE WARRANTY FAILS OF ITS ESSENTIAL PURPOSE), RECALL, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY) OR OTHERWISE. LUXWALL’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS WHICH THE BUYER HAS OR MAY HAVE AGAINST LUXWALL OR LUXWALL DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PURCHASE ORDER FOR GOODS ISSUED BY BUYER TO LUXWALL, WHETHER THESE CLAIMS ARISE IN CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED, TO THE AMOUNT OF THE BUYER HAS ACTUALLY PAID TO LUXWALL UNDER THE PURCHASE ORDER FOR TO WHICH THE CLAIM RELATES.
12. Governing Law. The terms and conditions of this agreement shall be governed, construed, interpreted, and enforced in accordance with the domestic laws of the State of Michigan, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Michigan.
13. Arbitration. Any controversy or claim arising out of or relating to the sale of the Goods shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Buyer irrevocably consents to the jurisdiction of the courts in Wayne, County Michigan for purposes of entering the arbitration award. The arbitration shall be conducted by a single arbitrator. The seat of the arbitration shall be Detroit, Michigan, and all hearings shall be conducted in Detroit, Michigan.
14. Assignment. Any assignment of this contract by the Buyer, in whole or in part, without LuxWall’s prior written consent, is void. Notwithstanding the above, Buyer will not sell or otherwise provide the Goods to any third party, including a potential end user of the Goods, unless and until such third party or end user has agreed to the confidentiality and limited use obligations contained in Section 15 of this Agreement.
15. Confidentiality. Buyer acknowledges that the Goods and material supplied or made available in connection therewith may contain or reflect LuxWall’s proprietary and confidential information, including information related to LuxWall’s proprietary and confidential design and manufacturing methods and information related to the installation of LuxWall products, such as THERM computer program models, files, or analysis. Any and all information or material concerning the Goods or the transaction between LuxWall and Buyer, which LuxWall discloses to Buyer, or which Buyer otherwise obtains knowledge of in connection with such transaction, including information related to LuxWall’s proprietary and confidential design and manufacturing methods and information related to the installation of LuxWall products (“Confidential Information”) shall remain the sole and exclusive property of LuxWall and shall not be disclosed by Buyer to any third parties or used for any purpose other than to install the Goods for an end customer, without LuxWall’s prior written consent. Buyer shall have no right whatsoever to such Confidential Information other than as expressly permitted herein. Without limiting the foregoing, Buyer agrees not to analyze, reverse engineer, or permit third parties to analyze or reverse engineer any Goods or Confidential Information in any way (“Reverse Engineering”), including to attempt to determine the bulk material structure and/or material composition of any Goods; provided, however, that if enforcement of the foregoing prohibition on Reverse Engineering is prohibited by applicable law, Buyer may engage in Reverse Engineering solely as necessary to obtain information permitted by such prohibition, but only if: (a) Reverse Engineering is strictly necessary to obtain such information, and (b) Recipient first requested such information from LuxWall, and LuxWall failed to make such information available under reasonable terms.
