Terms and Conditions

Terms and Conditions of Sale
Greenchance Inc.
4200 Marshall Road
Garden Valley, CA 95633
1. Interpretation
In these Terms: 1. “Company” means Greenchance Inc., a California corporation, and its successors and assigns;
2. “Consequential Loss or Damage” includes but is not limited to loss of profits, loss of opportunity, loss of use,
loss of revenue, removal costs, re-installation costs and any other remote form of damage; 3. “Goods” means all
goods sold and/or delivered by the Company to the customer from time to time; 4. “Terms” means these Terms
and Conditions of Sale.
2. Application
1. These Terms apply to the Goods. 2. No amendment, alteration, waiver or cancellation of any of these Terms is
binding on the Company unless confirmed by the Company in writing. 3. The customer acknowledges that no
employee or agent of the Company has any right to make any representation, warranty or promise in relation of
the Goods or the sale of the Goods other than as contained in these Terms. 4. All sales, deliveries, services and
offers shall be provided exclusively on the basis of these Terms and Conditions of Sale. In the event of conflicting
provisions in the purchase terms used by the customer, Company’s Terms and Conditions of Sale, as written
herein, shall prevail, and customer’s corresponding terms and conditions shall be excluded. Fulfillment of the
terms of any contract on our part shall not be considered as acceptance of any provisions that deviate from
these Terms.
3. Prices
1. Prices are determined by the price list current at the time of order and are subject to change without notice. 2.
Prices do not include the cost of delivery and freight
4. Terms Of Payment
Full payment (100% of the order total) is due with the purchase order unless the Company agrees to different
payment terms in writing. For larger orders, the Company may agree to an initial deposit of at least 50%, with
the remaining balance due as specified in the quotation or order confirmation. The Company must receive the
required payment in cleared funds before processing the order. Payments must be made directly to the
Company without deduction or discount, except as stated on the invoice or agreed by the Company in writing.
5. Retention Of Title
Ownership of the Goods passes to the customer when the Company receives full payment in cleared funds. The
Company may withhold order processing or delivery until full payment is received. These Terms do not create a
lien on products manufactured by the customer or a trust over resale proceeds.
6. Intellectual Property
The Company hereby reserves without limitation all rights, title, copyrights, trademarks and patents in drawings,
technical documents and items and articles that it designs, manufactures and delivers, together with all other
know-how and trade secrets, and these may not be made available to third parties by the customer.
Greenchance Inc. | Terms and Conditions of Sale
7. Risk And Insurance
Unless the Company agrees otherwise in writing, risk of loss or damage passes to the customer when the Goods
are delivered to the carrier at the Company’s premises. The customer is responsible for arranging any desired
transit insurance. The Company will reasonably assist with carrier claims for reported shipping damage. This
provision does not limit remedies for Goods that were defective or nonconforming before shipment or any rights
that cannot lawfully be waived.
8. Default
If payment is not received as required, the Company may suspend processing or delivery and notify the
customer in writing. If the customer does not cure a material breach within a reasonable period after written
notice, the Company may cancel the affected order, subject to applicable law. Any refund or cancellation charge
will be determined under the cancellation provisions of these Terms.
9. Delivery
Availability dates are estimates only, but the Company will use its best efforts to maintain these estimates.
10. Delivery By Instalments
1. The Company reserves the right to deliver the Goods in whole or by installments, as well as to deliver prior to
the date for delivery and in such event the customer must not refuse to take delivery of the Goods. 2. Where the
Goods are delivered by installments, each installment is sold under a separate contract. 3. Any failure on the part
of the Company to deliver installments within any specified time does not entitle the customer to repudiate the
contract with regard to the balance remaining undelivered.
11. Inspection
The customer must have a reasonable opportunity to inspect the Goods upon delivery and should promptly
report visible shipping damage, shortages, or incorrect items in writing, with photographs and order details
where available. Packaging should be retained when needed for a carrier claim. Acceptance, rejection, and
notice of breach are governed by applicable California law, including California Commercial Code Sections 2602,
2606, and 2607. Rejection must occur within a reasonable time after delivery or tender, with timely notice to the
Company. After acceptance, the customer must notify the Company of a breach within a reasonable time after
the customer discovers or should have discovered it.
No fixed seven-day or 72-hour deadline in these Terms eliminates claims for latent defects or otherwise limits
applicable warranty rights. The Company must be given a reasonable opportunity to assess a claim and provide
an appropriate remedy under the applicable warranty or law. The customer must obtain written authorization
before arranging third-party repairs for which reimbursement is sought.
12. Return Of Goods
Return requests for stock items must be submitted within 15 days of delivery and require the Company’s prior
written approval. Products must be unused, undamaged, complete, in fully saleable condition, and returned in
their original manufacturer’s packaging with all accessories and components. Approved change-of-mind returns
are subject to a 25% restocking fee.
To request a return, email sales@greenchance.net or call 310-929-5333, providing the invoice number, the items
to be returned, and the reason for the request. Do not return Goods without prior authorization. Goods must be
sent to the address specified in the return instructions.
The customer is responsible for arranging and paying return shipping. The Company does not provide prepaid
return labels for change-of-mind returns. Goods should be securely packaged and sent using a tracked, insured
service. Damage during return transit may affect refund eligibility.
Returned Goods will be inspected upon receipt. Eligible refunds will be processed to the original payment method
within 5-7 business days after inspection and approval. Refunds exclude the 25% restocking fee and original
Greenchance Inc. | Terms and Conditions of Sale
outbound shipping charges. Where the Company paid outbound shipping, those actual costs will be deducted if
this condition was disclosed before purchase. Used, incomplete, or damaged returns may be refused.
Custom, made-to-order, and non-stock items ordered specifically for a customer cannot be returned or
exchanged for change-of-mind reasons.
These restrictions do not affect valid claims for damaged, defective, or incorrectly supplied Goods, or rights that
cannot lawfully be waived. The Company will assess such claims and provide instructions for repair, replacement,
or another appropriate remedy. Return arrangements will be confirmed separately. Change-of-mind restocking
fees do not apply to approved claims. Warranty returns follow Section 15.
13. Cancellation Of Order
Cancellation requests must be submitted in writing and approved by the Company. An order may not be
modified or deferred without the Company’s prior written consent.
Approved cancellations are subject to the following fees: stock items, 25%; non-stock items ordered specifically
for the customer, 50% once the Company has placed the order with the manufacturer; custom-made items,
100% once the Company has placed the custom order with the manufacturer. Fees are calculated on the
purchase price of the canceled Goods, excluding separately stated taxes and shipping charges.
Stock items are Goods held in the Company’s inventory and available to fulfill the order when accepted.
Non-stock items are standard Goods that must be ordered or specially imported for the customer. Custom-made
items are Goods manufactured or modified to the customer’s specifications. Stock status and any custom-order
classification should be stated in the quotation or order confirmation.
The applicable fee will be deducted from payment received. Any remaining balance for the canceled portion will
be refunded; any unpaid portion of an applicable cancellation fee remains payable. Orders already shipped are
handled under Section 12. Cancellation and restocking fees will not both be charged for the same items, and the
Company will not add a separate claim for lost profits to the cancellation fee.
Fees apply only to the extent permitted by applicable law and do not apply to cancellation arising from the
Company’s uncured material breach or a nonwaivable customer right.
14. Limitation Of Liability
To the fullest extent permitted by applicable law, the Company is not liable for lost profits or indirect, special,
incidental, or consequential damages arising from the sale or use of the Goods, regardless of the theory of
liability. This limitation does not apply where prohibited by law and does not restrict rights or remedies that
cannot lawfully be waived.
15. Warranty
NEOZ lamps and chargers carry a five-year limited warranty. NEOZ batteries and LED bulbs carry a one-year
limited warranty. All coverage is subject to the applicable written NEOZ warranty, including its terms, exclusions,
coverage limitations, and commencement date.
The customer must notify the Company in writing within a reasonable time after discovering or when the
customer should have discovered a defect and provide the invoice or order number, a description of the problem,
and supporting photographs where available. The Company will assess the claim and provide instructions before
any Goods are returned. Subject to the applicable warranty and law, covered defects will be addressed by repair,
replacement, or refund, as appropriate. The applicable written warranty governs any allocation of warranty
shipping costs. The unused-condition requirement for discretionary returns does not apply to valid warranty
claims. The limited warranty does not cover normal wear and tear, accidental damage, misuse, improper
charging or maintenance, unauthorized modifications, or use contrary to the manufacturer’s instructions, except
where applicable law requires coverage. Additional product-specific limitations must be provided in the
applicable written warranty. Nothing in these Terms excludes or restricts warranties, remedies, or other
customer rights that cannot lawfully be excluded or restricted.
Greenchance Inc. | Terms and Conditions of Sale
16. Safety Regulations
The customer is responsible for complying with applicable requirements governing installation, charging,
maintenance, and use of the Goods at the customer’s premises. Goods must be used in accordance with the
manufacturer’s instructions. This provision does not relieve the Company of its own obligations under applicable
product safety law.
17. Catalogues
Particulars in leaflets, catalogues, drawings, brochures and other printed material are illustrations only, and form
no part of the contract between the Company and the customer, and are not binding on the Company.
18. Samples
Any sample inspected by the customer is solely for the customer’s convenience and does not constitute a sale by
sample. All samples remain the property of the Company.
19. Specifications
1. Unless otherwise agreed in writing, the Goods are supplied subject to any specification as to weight, quantity,
size, dimensions, finishes, chemical composition and physical properties as may be published generally by the
Company or as may be set out in any specification issued by the Company in relation to the Goods, or, if no such
specification has been published or set out, subject to such specification as is normally regarded as being
commercially acceptable. 2. Where any specification for the Goods are to be supplied by the customer, they
must be supplied in a reasonable time to enable the Company to complete delivery by the date for delivery.
20. Written Form
Verbal agreements or modifications or deletions of written agreements are not legally binding. Any agreement,
supplementary modification, addition or subsidiary agreement must be in written form to be legally binding. This
also applies to any agreement which waives the written form.
21. Force Majeure
The Company will not be liable for any breach of contract due to any matter or thing beyond the Company’s
control (including but not limited to transport stoppages, transport breakdown, fire, flood, earthquake, acts of
God, strikes, lock-outs, work stoppages, wars, terrorism, riots or civil commotion, intervention of public authority,
explosion, earthquake or accident).
22. Waiver Of Breach
No failure by the Company to insist on strict performance of any of the terms in these Terms is a waiver of any
right or remedy which the Company may have, and is not a waiver of any subsequent breach or default by the
customer.
23. Attorneys Fees
If any action at law or in equity is necessary to enforce or interpret the necessary terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to
any other relief to which it may be entitled.
24. No Assignment
Neither the Agreement nor any rights arising under the Agreement may be assigned by the customer without the
prior written consent of the Company which is at the Company’s absolute discretion.
Greenchance Inc. | Terms and Conditions of Sale
25. Governing Law
All matters involving the validity, interpretation, and application of these Terms and Conditions of Sale will be
controlled by the laws of the State of California, United States of America. The parties waive, disclaim and
disavow any applicability of the U. N. Convention on the International Sale of Goods to any transaction between
them.
26. Jurisdiction
Subject to mandatory applicable law, any legal proceeding arising out of or relating to these Terms or a sale of
Goods must be brought in the Superior Court of California, County of El Dorado. If federal subject-matter
jurisdiction exists, proceedings may instead be brought in the United States District Court for the Eastern District
of California, Sacramento Division. The parties consent to the personal jurisdiction and venue of those courts.
27. Severability
If any provision contained in these Terms is held by a court to be unlawful, invalid or unenforceable, the validity
and enforceability of the remaining provisions are not affected.
Greenchance Inc. | Terms and Conditions of Sale