Limited Warranty

Terms and Conditions

This Limited Warranty (in some cases also referred to as “Warranty Policy”) specifies the limited terms and conditions on warranty for the sale by Fluence Bioengineering of the Products listed below in Table 1 (for the purpose of this Limited Warranty all referred to as “Products”). Only the original purchaser that has purchased Products directly from Fluence (“Customer”) can derive any rights from this Limited Warranty. “Fluence” means the legal entity selling the Products directly to Customer. Warranty rights expire when used products are sold, traded, or exchanged and relocated by Customer without prior written approval of the transaction by Fluence and recognition by Fluence that the warranty rights transfer to successor purchaser.

This Limited Warranty must be read together with Fluence’s Terms and Conditions for Sale of Products and Services currently in force, or such other terms as agreed to in a legally enforceable agreement executed between Fluence and Customer, including separate supply, distribution or sales contracts (“Terms and Conditions”). Unless otherwise specified herein, any term or expression defined or used in Terms and Conditions and relating to this Limited Warranty shall have (in the interpretation of Terms and Conditions) the same meanings as used herein. In all other respects, Terms and Conditions remain unchanged and are in full force and effect. In the event of conflict between this Limited Warranty and Terms and Conditions in relation to the Products, this Limited Warranty will prevail.

1. Subject to the Terms and Conditions and this Limited Warranty (including exclusions, limitations and conditions stated herein), Fluence warrants to Customer that Products will be free from Defects for the warranty period(s) specified below in Table 1 (“Warranty Period”). For the purpose of this Limited Warranty, a “Defect” (or “Defective Product”) means that a Product has a defect in material or workmanship which causes the Product to fail to operate in accordance with the specifications provided by Fluence, with consideration given to the overall performance of the Product.

   • Warranty for Products (Table 1)

     Product Category	Product	Warranty Period
     Luminaires	VYPR / SPYDR / RAZRM / RAPTR / VYNE	5 years
     	RAY / SPYDR FANG / RAZR2/3/4	3 years
     	TLC by Fluence / TLF by Fluence / TLL by Fluence	5 years
     Controls/ Accessories / Connectivity	Wireless Flex Dimming - WFD	5 years
     	SHYFT	2 years
     	Dimmer / Cables / Hangers	1 year

2. Unless otherwise agreed to by Fluence in writing, the applicable Warranty Period for each individual Product shall begin on the date of shipment of the Product to Customer.
3. Fluence will have no obligations under this Limited Warranty if Customer is in breach of Customer’s payment obligations under Terms and Conditions.
4. In order to be entitled to make a valid claim under this Limited Warranty, Customer shall promptly notify Fluence in writing of any alleged Defective Product prior to expiration of the Warranty Period for such Product. Further, this Limited Warranty is subject to the following conditions:
   1. Customer shall keep proof of purchase for the Product available for inspection;
   2. Customer shall make claims under this Limited Warranty to Fluence promptly and not later than thirty (30) days after discovery, and make available to Fluence (or representatives) adequate records of operating history for the Product, at minimum the following information:
      1. name and/or type number of the Product;
      2. details of the (alleged) Defect, including the number and percentage of failures, and date code of failure, as applicable;
      3. the invoice date and, if performed by Fluence, the installation date of the Product; and
      4. details of application, location, actual burning hours and number of switching cycles.
   3. Customer shall give a Fluence representative on-site access to the Product for which Customer invokes this Limited Warranty, and,on request, send any alleged Defective Product to Fluence for analysis within 5 working days. Customer has to identify individual returns with the reference number provided by Fluence.
   4. Customer shall obtain consent from Fluence on the specifications of any tests it plans to conduct to determine whether a Defect exists.
   5. Any lawsuit relative to any claims under warranty must be filed within one (1) year of the date of the notification of the claim.
   6. The Product has been purchased directly from Fluence or an authorized Fluence distributor/dealer for use in regions that are within the jurisdiction of the sale territory.
5. The obligations of Fluence under this Limited Warranty will be limited, at the option of Fluence, to within a reasonable time, either repair or provide a new/refurbished replacement product for the Defective Product. Repairs, replacements or remedies will not extend or renew the applicable Warranty Period. Fluence is entitled at its option to replace the Defective Product(s) covered by warranty with a product that has minor deviations in design and/or specifications which do not affect the functionality of the Product. Fluence may charge Customer for the reasonable costs incurred by Fluence in relation to an alleged Defect or returned Product(s) that are found not to be a Defect, including for reasonable freight, testing and handling costs.
6. Contact for claims:

Fluence Bioengineering
4129 Commercial Drive
Austin, TX 78744
(512) 212-4544
https://fluence-led.com/support-center/#form

7. (De)mounting, (de)installation, removal and replacement of Products, structures or other parts of Customer’s facility, decontamination, andre-installation of (Defect) Products are not covered by the warranty provided hereunder. Customer will be responsible and shall bear the costs for these activities, including labor, and all costs of access for remedial warranty efforts by Fluence.
8. Unless otherwise agreed by Fluence and Customer in writing, the obligations under warranty by Fluence only apply to the Products listed under Section 1. Fluence does not provide any warranty for any other products, including third party products and products not marked with the FLUENCE trademark or with other trademarks owned by Fluence. In respect of software, Fluence does not provide any warranty for any software that is not embedded in or delivered with any Products by Fluence, even if Fluence refers to third party software in its Documentation. The Warranty Period for customized or non-standard Products is one (1) year. Fluence does not provide any warranty related to any Defect arising from designs, instructions or specifications supplied by Customer to Fluence.
9. Fluence will have no obligations under this Limited Warranty if the alleged Defect is found to have occurred as a result of any of the following:
   1. Any Force Majeure event. “Force Majeure” means any circumstances or occurrences beyond the reasonable control of Fluence, whether or not foreseeable at the time of concluding the agreement for the sale of the Products, as a result of which Fluence cannot reasonably perform or execute its obligations, including, without limitation, acts of God, natural catastrophes including earthquake, lightning, hurricane, typhoon, flooding or volcanic activities or extreme weather conditions, strikes, lock-outs, war, terrorism, political situation, civil unrest, riots, sabotage, vandalism, industry-wide shortages, breakdown of plant or machinery, fault or loss of electricity supply, cyber-attacks and hacking or non- performance by suppliers of Fluence or by other third parties on which services rely (including connectivity and communication services);
   2. Electrical supply conditions, including supply spikes, over-voltage/under-voltage and ripple current control systems that are beyond the specified limits of the Products and those set or defined by relevant supply standards for the Product;
   3. Improper wiring, installation, change of settings or maintenance of Products or any other electrical components such as drivers not performed by (or for) Fluence;
   4. Failure to adhere to installation, operating (such as specific tolerance on flux and system power), application, maintenance, or environmental instructions or guidelines prescribed by Fluence or any other document accompanying the Products, or applicable safety, industry and/or electrical standards or codes;
   5. Failure to use the Products for the purposes for which these have been designed;
   6. Being subject to corrosive environments, excessive wear and tear, neglect, carelessness, accident, abuse, misuse, improper or abnormal use of the Products;
   7. Any attempt at repair, alteration or modification not authorized by Fluence in writing; or
   8. Usage of LED products not taking the application instructions concerning potential pollution (e.g., VOC and H2S as specified in the User and Mounting Guide) or cleaning into account.
10. Customer acknowledges that the purchase price for the Product(s) is based on and reflects a proper allocation of risks and obligations of the parties related to warranty.
11. This Limited Warranty, read together with the provisions on warranty in the Terms and Conditions, constitutes the entire agreement regarding warranty for any Defective Products and supersedes all prior statements or communications (oral and written) to Customer regarding the Products. To the fullest extent permitted by law, the warranties contained herein are the only warranties given by Fluence with respect to the Products and are given in lieu of all other warranties, whether express or implied, including without limitation warranties of merchantability or fitness for a particular purpose which warranties Fluence expressly disclaims. Customer shall not rely on any other information, from Fluence or other sources, or generally known (industry) facts, regarding the Products or their performance and/or lifetime. The sole and exclusive remedy for Customer in connection with any Defect will only be as explicitly stated in this Limited Warranty.
12. Fluence may modify this Limited Warranty from time to time, and any modifications will be effective for all orders placed on or after the effective date of such modification(s).
13. Crop protection products, cleaning agents and/or other chemicals (e.g., pesticides, fungicides and insecticides) (“Agents”) can only be used in accordance with the Fluence Product manual or design guide and with guidelines prescribed by the supplier(s) of such Agents. Fluence will have no obligations under this Limited Warranty if the alleged Defect is found to have occurred as a result of a breach of this obligation.
14. Notwithstanding the provisions of Section 1 above, a luminaire will only be considered “Defective” if 15% or more of the individual light emitting diodes fail to illuminate, or the luminaire’s output has less than 80% of its original photon output as published in the product data sheet including tolerances.  Measurements will be conducted per the LM79 standard by an unaffiliated third party nationally recognized laboratory and compared at 100% output (not dimmed).