Terms & Conditions

                        TERMS AND CONDITIONS

Last updated March 11, 2024

TERMS AND CONDITIONS

1. Introduction; Scope: These Terms and Conditions establish the contractual framework under which MBC Holdings, LLC (“Skyliyht,” “we” or “our”) will provide products (“Products”) to clients such as yourself (“you”). These Terms and Conditions, together with your Order Form, collectively form the Agreement (the “Agreement”) governing the relationship between you and Skyliyht (each, a “Party” and, collectively, the “Parties”). Capitalized terms not defined in these Terms and Conditions have the meanings given to them on your Order Form.
2. Price and Payment:
   The Products will remain the property of Skyliyht until the amount set forth on your Order Form (the “Price”) has been paid in full (without set-off or counterclaim), in cleared funds, with the timing of payment being of the essence.
3. Delivery Delays:
   The Products will be physically delivered by Skyliyht or its shipping agents to you. Skyliyht will use its reasonable endeavors to secure a delivery date or dates, but shall be under no liability whatsoever for loss occasioned by delay in delivery arising out of any cause beyond the control of Skyliyht.
4. Manufacturer’s Terms, Price Increases and Cessation of Production:The delivery of the Products shall be subject to any terms and conditions of the manufacturer regarding the supply or resale of the Products by Skyliyht, and Skyliyht shall not be liable for any failure or delay caused by or resulting from Skyliyht’s compliance with such terms and conditions. If, after the date of this Agreement, the manufacturer’s wholesale price to Skyliyht for any of the Products shall be increased by more than ten percent (10%) at any time or times before delivery of the Products to you, Skyliyht may give notice of any such increase to you in which event you shall pay to Skyliyht the amount of the addition or additions to such Price, unless within three (3) business days after receipt of such notice you gives notice to Skyliyht that you decline to do so, in which case Skyliyht shall have the option to cancel this Agreement, subject to any deposit being returned to you. If no notice is received by Skyliyht from you within such period then you shall be obligated to purchase the Products at the increased Price. Skyliyht may at any time cancel the Agreement if the manufacturer ceases to make the Products or if the manufacturer ceases to supply the Products to Skyliyht. If Skyliyht is unable to supply one or more Products, Skyliyht may at its discretion either substitute a reasonable equivalent or remove such Products from your Order Form, with a corresponding adjustment and (if applicable) refund. The inability of Skyliyht to supply any Products shall not constitute a breach of contract or entitle you to reject other Products.

5. Responsibility for Determining Fitness of Products: You confirm that you have satisfied yourself as to the suitability of the .Products for your requirements and have not relied upon Skyliyht’s skill or knowledge regarding the Products’ fitness for any particular purpose or use. Without limiting the foregoing, the contents of our Website do not represent any form of advice and is not intended to be used as such, and we reserve the right to change the content of the Website at any time.
6. Warranties: Skyliyht undertakes to assist you in obtaining from the manufacturer the benefit of any warranty or guarantee given by the manufacturer to Skyliyht in respect of the Products. Skyliyht shall use all reasonable endeavors to pass the benefit of any manufacturer’s warranty on to you; provided, however, that for and in consideration of this Agreement, Skyliyht shall have no liability to you, your successors, beneficiaries or assigns as to the manufacturer’s fulfillment of its warranty terms.
7. Indemnification: (a) Each Party agrees to indemnify, defend and hold harmless the other Party, its subsidiaries, customers, shareholders, agents, contractors, officers, directors and employees from and against any loss, cost, claim, injury or damage (including reasonable attorney’s fees) arising out of or relating to the other Party’s (or its subcontractor’s, subsidiaries’, shareholders’, agents’, affiliates’, assigns’, contractors’, officers’, directors’ and employees’) breach of this Agreement (including, without limitation, the representations and warranties contained herein) or, in your case, your installation of the Products. (b) If any claim is or will be brought against the indemnified party in respect to any allegation for which indemnity may be sought from the indemnifying party, the indemnified party will promptly notify the indemnifying party of any such claim of which it becomes aware (and in no case later than fifteen (15) business days upon becoming aware of such claim) and will provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of any such claim. (c) Promptly upon notice of an indemnification claim (and in no case later than five (5) business days prior to any court-related deadline) the indemnified party shall elect in writing either that: (i) The indemnifying party shall have sole and exclusive control over the defense and settlement of any such third party claim; provided, however, the indemnifying party will not agree to any judgment or enter into any settlement that adversely affects the indemnified party’s rights or interests without the indemnified party’s written consent, which will not be unreasonably withheld or delayed. If the indemnified party elects for the indemnifying party to have sole and exclusive control of the defense pursuant to this subsection, the indemnified party shall be entitled to participate at its own expense in the defense of any such claim; or (ii) The indemnified party shall have sole and exclusive control over the defense and settlement of any such third party claim, however, the indemnified party will not agree to any judgment or enter into any settlement that adversely affects the indemnifying party’s rights or interests without the indemnifying party’s written consent, which will not be unreasonably withheld or delayed. If the indemnified party elects to have sole and exclusive control of the defense pursuant to this subsection, the indemnifying party shall have no obligation to pay any of the indemnified party’s attorney’s fees for such defense.

8. Limitation of Liability Skyliyht shall not be liable for any loss or damage whatsoever as in relation to the Products ordered under this Agreement, save in the case of gross negligence, willful misconduct or fraud. SKYLIYHT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF SKYLIYHT’S PRODUCTS. YOU EXPRESSLY AGREE THAT, EXCEPT AS OTHERWISE SET FORTH HEREUNDER, THE PRODUCTS ARE PROVIDED HEREUNDER TO YOU ON AN “AS IS” BASIS. SKYLIYHT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF SKYLIYHT AND ITS EMPLOYEES,
   AGENTS, SUCCESSORS AND ASSIGNS TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FOR ANY DAMAGES OR LOSS, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED IN THE AGGREGATE THE TOTAL AMOUNT SET FORTH ON YOUR ORDER FORM WHICH HAVE ACTUALLY BEEN PAID BY YOU TO SKYLIYHT
   UNDER THIS AGREEMENT. IN NO EVENT WILL SKYLIYHT OR ITS EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
   PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, OPPORTUNITY, BUSINESS, REVENUE, DATA OR DATA
   USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF
   ANY REMEDY.
9. Cancellation; Refunds:

• Cancellation: You have a 12-hour window after placing an order to request cancellation. If the order is canceled within this time frame, a full refund will be processed within 2-3 days. Orders cannot
  be canceled if the product has been shipped. To cancel an order, please email us at [email protected], including your order number or confirmation email. (b) 7-Day Refund Policy for Opened Products: If unsatisfied with Products, they can be returned within seven (7) days. Refunds are subject to warehouse inspection to verify that such Products are returned in marketable condition. All Products must be returned in their original packaging. 
  
• 30-Day Unconditional Refund Guarantee for Unopened and Unused Products: Undamaged Products can be returned for a full refund within 30 days of purchase. Refunds are subject to warehouse inspection to verify that such Products are returned in unused condition.
• Return Process: To initiate a return, email us at [email protected] with your order number and details about whether the Products have been opened or used. Our Customer Service team will verify the return reason and request photos of the Product(s) and package. Include your order number, FNSKU, photos displaying all sides of the Product, complete accessory arrangement, and original packaging. After contacting us and receiving approval to return the Products, please use the return address specified by our Customer Service Team. (US Warehouse: 12819 Telegraph Road Santa Fe Springs, CA 90670 US. Canada Warehouse: 159 Don Hillock Drive, Unit 1 Aurora, Ontario, Canada, L4G 0K2. UAE Warehouse: Warehouse #3-USKY, Plot 597-842, DIP2, Dubai, UAE.). Returns are subject to a $125 restocking fee.
  
• Refund Processing: Please allow up to 10 business days for refund processing upon receiving your return. Banks typically take 7-10 business days to reflect the credit on your statement. Resolving disputed orders may take 3-6 months. 
  

10. General
    1. Assignment: Skyliyht may  assign the Agreement by providing notice of such assignment to you at the address listed on the Order Form. Your rights and obligations under the Agreement are personal to you and may not be assigned without the prior written consent of Skyliyht. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the Parties hereto and, except as otherwise specified herein, their respective heirs, legal representatives, successors and assigns.
       b. Force Majeure: Skyliyht is not liable for failing to fulfill its obligations due to acts of God, civil or military authority, war, riots, strikes, fire, or other causes beyond its
       reasonable control.
    2. Severability: If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining
    3. Legal Disputes: In the event of any dispute or disagreement arising out of or in connection with this Agreement or any breach of its terms the Parties shall first use their reasonable endeavors to negotiate in good faith a settlement of such dispute by mediation. The provisions of this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, and the exclusive forum for any litigation arising under this agreement shall be the  federal and state courts located in the Borough of Manhattan, New York; provided, however, that Skyliyht may, at its sole election, assert any claims arising over the Price set forth on your Order Form in the jurisdiction of either your residence or any Skyliyht affiliate.
    4. Headings and Subheadings: The headings and subheadings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
    5. Survival: Upon termination or expiration of the Agreement, all rights, duties and obligations of the Parties hereunder shall terminate, except that claims related to a Party’s violation of this Agreement, as well as any terms normally expected to survive termination, shall remain intact.
    6. Notices: Any notice required under this Agreement shall be sent by either email or certified or registered mail, return receipt requested, to the address of the other party as listed on the Order Form.
    7. Waiver: Skyliyht’s failure to act with respect to a breach by you does not waive Skyliyht’s right to act with respect to subsequent or similar breaches. Skyliyht
       does not guarantee that it will take action against all breaches of this Agreement.
    8. Priority of Documents: In the event of any inconsistency between the Order   Form and these Terms and Conditions, the Order Form will prevail.
    9. Entire Agreement: The Agreement supersedes all previous agreements, negotiations, understandings and discussions of the Parties with respect to the Products referenced on your Order Form. The Parties acknowledge that any communications between the Parties (including our advice regarding selection of our Products) prior to the Effective Date of said Agreement have been for purposes of determining the scope of, and fees for, our Services and shall not serve as notice or advice of any kind. The Agreement maybe amended only in writing, transmitted by bothparties by such means as are set forth in Section 10(g) hereof.

 

MBC Holdings LLC
350 Northern Blvd
STE 324 -1119
Albany, NY 12204-1000
United States
Info -at- skyliyht -dot- com
1 412 360 9184

 

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