General Terms and Conditions for Purchase of Goods

Last updated: August 24, 2026. These terms govern purchase orders for goods and supplies. They are separate from the Terms of Service that govern use of this website and from any residential installation proposal or agreement.

These Purchase Order Terms and Conditions and Order (collectively "Agreement") apply in respect of an agreement between the Company set forth in the Order purchasing the products and/or supplies ("Buyer") and the Seller (as defined below) in relation to the purchase order and are in addition to the terms and conditions in the Order (as defined below). Except for the terms and conditions in the Order which are controlling, the terms and conditions under this Agreement are binding between the Buyer and Seller and supersede and replace any Seller terms and conditions or previous agreements for the Goods (as defined below) in scope. Any amendment or modification of this Agreement shall not become binding unless agreed upon in writing in the Order between the parties governing the individual transactions covered by this Agreement. These Terms and Conditions shall be legally binding on both the Seller and Buyer once the Buyer has checked the box agreeing to the Terms and Services of this agreement.

1. Definitions

"Affiliates" means, with reference to a party, any company or other legal entity which: (i) controls either directly or indirectly, a Party; or (ii) is controlled, directly or indirectly, by a party; or (iii) is directly or indirectly controlled by a company or entity which directly or indirectly controls a party. For these purposes, "control" means the right to exercise more than fifty percent (50%) of the voting or similar right of ownership; but only for so long as such control shall continue to exist.

"Goods" means the goods, materials, hardware, products being purchased or to be supplied as specified in the order.

"Intellectual Property" (IP) means all patents, rights to, copyright and related rights, trademarks, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered in any part of the world.

"Order" means the purchase order, form or quote under which an order is placed by Buyer to Seller covering the Agreement in relation to the supply of Goods by the Seller.

"Sales Tax" means any sales, use, service, value added, goods and services, consumption, access or duties or other similar taxes or duties in any country which are chargeable on any sum payable in connection with the purchase of the Goods.

"Seller" means any person or company having a contract for the supply of Goods to the Buyer as identified in the Order.

2. Seller's Obligations and Warranties

2.1 The Seller warrants that the Goods corresponds with the description in the Order and any applicable specifications; are new (unless otherwise indicated in the Order), of good and merchantable quality and fit for the purpose held out by the Seller, or made known to the Seller by the Buyer expressly, and in this respect the Buyer relies on the Seller's skill and judgment.

2.2 The Seller warrants that it sells the Goods to the Buyer free from all liens and encumbrances and with full title guarantee (unless otherwise expressly stated in the Order).

2.3 The Seller warrants that use of the Goods by the Buyer does not and will not give rise to any infringement or misappropriation of any Intellectual Property right of any third party.

2.4 The Goods shall be subject to final inspection and acceptance or rejection by the Buyer upon arrival at their destination as specified in the Order. If following inspection or testing the Buyer considers that the Goods do not conform or are unlikely to comply with the Seller's obligations under this clause 2, the Buyer shall inform the Seller, and the Seller shall timely take the necessary remedial action to ensure compliance.

2.5 The Seller shall ensure that the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition and the Seller shall deliver the Goods to the Buyer during the Buyer's usual business hours or those otherwise agreed with the Buyer.

2.6 The Seller and Buyer both warrant that they will comply with applicable laws and regulations in supplying and using the Goods, including without limitation all import, export, environmental and data privacy laws and regulations.

2.7 Any third-party products sold with the Goods may carry their own warranties and those warranties (if any) shall fully pass through to Buyer. Exercise of such warranty shall be directly between Buyer and the third-party provider.

2.8 This warranty clause is in addition to and not to the exclusion of any warranty or service guarantee stated in the Order, offered by the Seller or implied or required by applicable law.

3. Manufacturer's Warranties

3.1 To the extent that the benefit of any warranties made by the manufacturer or previous seller of the Goods to the Seller can be assigned to the Buyer, the Seller shall assign them to the Buyer.

3.2 Until such assignment, the Seller will cooperate with the Buyer in any reasonable arrangements to provide the Buyer with the benefit of such warranties or like condition including enforcement.

4. Delivery, Inspection and Acceptance

4.1 Time is of the essence for the Order. The time stipulated for delivery of the Goods shall be adhered to.

4.2 The Seller must collect rejected Goods within a reasonable period after notification of rejection. All Goods must be packed, marked and transported as specified in the Order, and if not specified, in a proper and suitable manner, consistent with industry practice.

4.3 The Goods shall be subject to final inspection and acceptance or rejection by the Buyer upon arrival at their destination as specified in the Order.

4.4 In the event the Goods delivered by the Seller do not conform with the Order whether by reason of not being of the quality or in the quantity or measurement stipulated or being unfit for the purpose they are required; the Buyer shall have the right to reject such goods within a reasonable time of their delivery and inspection. Acceptance of any part of the Order shall bind the Buyer to accept future shipments of any Purchase Order already placed for the Goods. Seller, in its sole discretion, may reimburse Buyer for any costs incurred by Buyer to return rejected Goods (if applicable).

5. Price and Payment

5.1 The price of the Goods is the price stated on the Order. Unless otherwise stated in the Order, Buyer shall pay all properly invoiced/billed amounts due to Seller within fifteen (15) calendar days (or sooner) after receipt of such invoice or billing statement, except for any amounts disputed by the Buyer. The Seller may issue an official receipt to evidence payment by the Buyer.

5.2 The payment by Buyer of any amount after receiving the Goods and not rejecting them, will constitute acceptance of the Goods and an obligation to make a full and timely payment.

6. Change

The Buyer reserves the right to make changes to the Order or any part thereof upon written notice to the Selle, if such Order has not already been processed. No change to or modification of the items, specifications, terms, conditions and prices appearing on the Order shall be binding upon the Buyer unless expressly agreed to in writing by the Seller and the Buyer.

7. Passing of Title and Risk

Property or title to and risk in the Goods shall remain with the Seller until they are delivered at the point specified in the Order and accepted by the Buyer by signing a delivery order. Passing of property or title to the Goods shall not affect the right to reject the Goods.

8. Indemnity and Limitation of Liability

8.1 Both Parties shall keep the other indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by a Party as a result of or in connection with any claim made against the other for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Goods, as the Seller is not the manufacturer.

8.2 To the extent permitted by applicable law, in no event will either Party be liable to the other for any lost revenues, lost profits, goodwill, or anticipated savings, incidental, indirect, consequential, special (including nominal and exemplary damages), moral or punitive damages. In no event shall any liability of either Party exceed the total amount of fees actually paid by the Buyer to the Seller hereunder except in the case of fraud or willful misconduct, personal injury or death.

8.3 Each Party agrees to indemnify and hold the other harmless from any deficiency (including penalties and interest) relating to any taxes or government levy, including but not limited to Sales Tax, which, by law, are the responsibility of such Party.

8.4 This clause shall survive termination of this Agreement.

9. Termination

9.1 Without limiting its other rights or remedies, either Party may terminate the Agreement with immediate effect by giving written notice if either party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so.

9.2 Termination of the Agreement, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

9.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time and for a period of three (3) years after termination of this Agreement, disclose to any person any confidential information concerning this Agreement, Order, business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.

10.2 Where personal data is shared by either party, the receiving party shall comply with applicable data protection laws.

10.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

11. Assignment

Neither party will assign its rights or subcontract its duties without the non-assigning party's written consent. Any unauthorized assignment is void. Notwithstanding the foregoing, he Seller may assign its rights to an Affiliates without prior written consent from the Buyer.

12. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.

13. Severance

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

14. Notice

All notices to be given hereunder shall be in writing and shall be deemed to be given when mailed by certified or registered mail, or personal delivery, to the addresses of the parties specified in this Order unless either party shall specify to the other party a different address for the giving of such notice.

15. Entire Agreement

The terms and conditions set out herein apply to the Agreement between the Buyer and the Seller to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, any Supplier pre-printed terms and conditions produced, signed or stamped by either the Supplier or the Client and for whatever purpose during the currency of this Agreement are hereby disallowed.

16. Third Party Rights

With the exception of the Seller's Affiliates, no one other than a party to this Agreement shall have any right to enforce any of its terms.

17. Taxes

17.1 All sums payable in connection with the Purchase of the Goods are expressed exclusive of Sales Taxes unless such Sales Taxes are thus stated in the price of the Goods. If chargeable, the Sales Taxes will be payable by Buyer in the manner and at the rate required by applicable law or regulation.

17.2 Any withholding tax required to be deducted from any payment by Buyer to Seller for the Purchase of the Goods may be deducted by Buyer from the price of the Goods.

18. Governing Law and Jurisdiction

18.1 This Agreement shall be exclusively governed by the exclusive laws of and all disputes relating to this Agreement shall be resolved exclusively in the State of Oklahoma, USA.

18.2 All related disputes shall be resolved similarly under the corresponding country of the applicable law.

These Terms and Conditions shall be legally binding on both the Seller and Buyer once the Buyer checks the box on this agreement and proceeds with purchase.

Contact

Questions about these purchase terms: Apollo Home Solutions, (405) 891-5391, Paul@apollolights.ai, 5909 NW Expressway Ste 155, Oklahoma City, OK 73132.