1. ACCEPTANCE OF ORDERS
Seller’s acceptance of all orders and all offers and sales by Seller are subject to and expressly conditioned upon Buyer’s assent to the terms and conditions of this Agreement. The Agreement consists of these Sales Terms and Conditions, Seller’s quotation (if any), and Seller’s order acknowledgement. Buyer’s acceptance of any offer by Seller must be made on such terms and conditions exactly as offered by Seller. Any of Buyer’s terms and conditions which are different from or in addition to those contained in this Agreement are expressly objected to by Seller and shall be of no effect unless specifically agreed to in writing by Seller. Commencement of performance or shipment shall not be construed as acceptance of any of Buyer’s terms and conditions which are different from or in addition to those contained in this Agreement.
If a contract is not earlier formed by mutual agreement in writing, acceptance by Buyer of products or services furnished by Seller pursuant hereto shall be deemed Buyer’s assent to all of the terms and conditions of this Agreement.
This Agreement shall be governed by the laws of the Province of Quebec (or as otherwise specified in Seller’s order acknowledgement) and the federal laws of Canada applicable therein. The UN Convention on the International Sale of Goods shall not apply. Dollar amounts are expressed in Canadian dollars unless otherwise specified.
2. ORDERS AND PRICES
Proposals to supply products are valid for 30 days from issuance unless otherwise agreed to by Seller in writing. Orders may be cancelled or modified only by requests received within seventy-two (72) hours after the order is placed, by contacting a customer sales representative via email at [orders@lumenwarm.com]. Whether the order will be cancelled or modified will be determined solely at Seller’s discretion. Orders may not be cancelled or modified, either in whole or in part, for requests received more than seventy-two (72) hours after the order is placed or after it has begun production. Seller may impose an order modification or cancellation fee.
All prices are as stated in Seller’s quote and override any prices mentioned in Buyer’s purchase order. Prices for immediate shipment are those in effect at the time of order receipt. Qualifying orders for future delivery will be invoiced at prices and terms in effect at the time of shipment. Prices are in Canadian dollars and do not include transportation unless stated on the quote/sales order, insurance, or any sales, use, excise, or other taxes, duties, fees, or assessments imposed by any jurisdiction. Orders over $5,000.00 will include shipping as stated on the quote/sales order. All applicable taxes will be paid by Buyer, unless Buyer provides Seller with appropriate tax exemption certificates. Buyer indemnifies Seller for all taxes, costs, fees, penalties, and other charges if Buyer cannot provide adequate evidence of tax exemption.
All prices and other terms are subject to correction for typographical or clerical errors.
3. TERM OF PAYMENT
All payments shall be in Canadian dollars unless otherwise specified. Buyer shall pay for products in cash upon delivery, unless another payment term is specified in the order acknowledgement. Each shipment is considered a separate transaction and payment for each shipment is due accordingly.
Seller may extend credit to Buyer at its discretion. Invoices will be issued upon shipment, and payment shall be due in full within thirty (30) days from the invoice date unless otherwise specified. Invoices paid net 14 days will be eligible to receive a 2% discount. Seller reserves the right to change or withdraw any credit extended.
Amounts not paid when due are subject to interest at the rate of 2% per month, or the maximum rate permitted by law.
In the event of bankruptcy, insolvency, or similar proceedings involving Buyer, Seller may, at its election, exercise all rights and remedies available in the event of default by Buyer.
4. DELIVERY, TITLE, AND RISK OF LOSS
Unless otherwise agreed in writing, products shipped from the Seller’s facility will be considered delivered to the Buyer once they are handed over to the carrier at the shipping point. Transportation charges and expenses, including insurance, are paid by Buyer unless otherwise specified. Seller reserves the right to ship freight products collect. Title and risk of loss pass to Buyer upon delivery to the carrier. Buyer is responsible for inspection upon receipt and for filing claims with the carrier for any damage.
5. PERFORMANCE
Seller will make reasonable efforts to meet delivery or performance dates but is not liable for delays due to causes beyond its reasonable control, including but not limited to tariffs, strikes, natural disasters, supplier delays, technical difficulties, and regulatory compliance. Delays do not entitle Buyer to terminate or refuse performance except as specified herein.
6. ACCEPTANCE
Products delivered are deemed accepted by Buyer unless written notice of nonconformity is received by Seller within 24 hours of delivery. Any use of a product after delivery constitutes acceptance.
Field Assembly, On-Site Handling & Installer Responsibility
When Products are supplied in whole or in part for field assembly, the buyer, contractor, and all downstream installers assume full responsibility for the handling, installation, wiring, and final assembly of such Products. Lumen Warm shall not be liable for any damage, defect, performance issue, or failure arising from:
Products shipped for field assembly are deemed accepted in good condition upon delivery to Buyer. Any claims relating to damage discovered after such delivery shall not be attributable to Lumen Warm.
All field labour, troubleshooting, diagnostic support, travel, and service calls are billable at Lumen Warm’s current service rates unless explicitly agreed otherwise in writing.
7. DEFAULT AND TERMINATION
Buyer is in default if it fails to pay amounts due, cancels an order prior to delivery, refuses delivery, or otherwise fails to perform. Seller may suspend performance, terminate the Agreement, declare all sums immediately due, recall or repossess products, and exercise all other rights available under law. Buyer may terminate if Seller materially defaults and fails to cure within sixty (60) days of written notice.
8. PATENTS AND INTELLECTUAL PROPERTY
Sale of products does not convey any license under Seller’s patents, trademarks, or other proprietary rights. All such rights are reserved. Seller is not liable for claims of infringement resulting from products combined with third-party items or made per Buyer’s specifications. Buyer shall defend and indemnify Seller against claims arising from Seller’s compliance with Buyer’s designs or instructions.
9. LIMITED WARRANTY
Seller provides a limited warranty for its products as described in the published warranty document in effect at the time of order. Terms, limitations, and exclusions are available at https://lumenwarm.com/en/terms-and-conditions/. Seller reserves the right to modify its warranty at any time. No other warranty, express or implied, applies unless specifically stated.
10. LIMITATION AND LIA
SELLER’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY BUYER FOR THE PRODUCT IN QUESTION. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS. NO ACTION ARISING FROM THIS
AGREEMENT MAY BE BROUGHT NO MORE THAN 6 MONTHS AFTER THE CAUSE OF ACTION ACCRUES.
11. ENTIRE AGREEMENT
This Agreement is the entire agreement between the parties regarding the products purchased and supersedes all prior communications, whether oral or written. No representations or warranties other than those stated herein are binding.
12. ATTORNEY’S FEES
In the event of default in payment by Buyer, Buyer shall pay Seller’s expenses, including reasonable legal fees incurred in enforcing payment.
13. ARBITRATION
Any controversy or claim exceeding $15,000 arising out of or relating to this Agreement shall be settled by arbitration in Quebec City, Quebec, under applicable arbitration rules. The arbitration shall be conducted in English or French, as agreed.
14. ASSIGNMENT
Buyer may not assign or transfer any rights under this Agreement without Seller’s prior written consent. This Agreement binds and benefits the parties and their permitted successors/assigns.
15. EXPORT CONTROL
Export of products may be subject to Canadian, U.S., and/or international export laws. Seller is not obligated to export or deliver products if prohibited by law or until all necessary authorizations are obtained. Buyers shall comply with all applicable export laws.
16. PRODUCT SAFETY
Buyers shall comply with all applicable industry safety standards, laws, and regulations concerning the products, and shall ensure all parties in the supply chain do likewise. Buyer shall defend and hold Seller harmless from any claims relating to non-compliance or injury/damage related to Buyer’s use or resale of products.
17. GENERAL
No modification of this Agreement is binding unless agreed in writing by Seller. If any provision is invalid or unenforceable, the remainder remains in effect. Failure to enforce any provision does not waive it.
This limited warranty applies to any Lumen Warm branded lighting fixture, lamp, pole, optional feature, or accessory that has a five (5) year limited warranty designation in its product technical specification (“Spec Sheet”) published by Lumen Warm (“Seller”). This includes all products identified on Seller’s invoice (“Purchaser”). A Purchaser who is an authorized distributor of Seller may transfer (directly or indirectly through a contractor) its rights under this limited warranty to the original end-user purchaser of the Product, provided such Product is resold by such distributor in new condition and in its original packaging. This limited warranty may not be transferred by the original end-user purchaser except in connection with the sale of the installation site in which the Product was originally installed. Except as expressly provided above or as may be approved in writing by Seller, this limited warranty is non-transferable.
Seller warrants that such Products will be free of defects in material and workmanship for a period of FIVE (5) YEARS from the date of original purchase by the Purchaser. For Products purchased by an authorized distributor and sold to an end-user customer, the warranty period will commence on the date of purchase by the original end-user customer.
The determination of whether any Product is defective shall be made by Seller in its sole discretion with consideration given to the overall performance of the Product as compared to the expected performance per the applicable Spec Sheet.
EXCLUSIONS
1. This limited warranty does not apply to loss or damage to the Product caused by:
o Negligence, abuse, misuse, mishandling
o Improper installation, storage, or maintenance
o Damage due to a casualty event or acts of God
o Vandalism, civil disturbances
o Power surges, improper power supply, electrical current fluctuations
o Corrosive environment installations (including, without limitation, excessive salt water in coastal locations)
o Induced vibration, harmonic oscillation, or resonance associated with air currents
o Alteration, accident, failure to follow installation, operating, maintenance, or environmental requirements set forth in Seller’s applicable Spec Sheet, installation instructions, or electrical codes
o Improper service performed by someone other than Seller or its authorized service provider
2. Field Assembly & Installer Handling Exclusion
Lumen Warm supplies certain Products in field-assembly or partially assembled form at the request of the Purchaser, contractor, or end-user to provide installation flexibility. The following additional limitations apply:
All components shipped for field assembly are deemed accepted in good condition at the time of delivery to the Purchaser, regardless of installation date.
Any damage, failure, or non-performance arising during or after field assembly is expressly excluded from this limited warranty, including but not limited to:
o Cutting, bending, twisting, or stretching LED tape
o Damage to connectors, solder points, terminal ends
o Incorrect polarity, wiring, or driver connection
o Use of non-approved drivers or controls
o Mechanical damage during installation or handling
o Contamination from dust, debris, paint, or moisture on site
The warranty applies only to defects in the materials supplied by Lumen Warm in their delivered condition, and does not cover any failure introduced during field assembly.
The Purchaser and/or installer assumes full responsibility for assembly, wiring, programming, and final installation.
Labour, site visits, troubleshooting, and diagnostic services related to field-assembled components are not covered under this warranty.
The warranty period begins on the date of shipment by Lumen Warm, Warranty start is not contingent upon building commissioning, energization, or installation schedule.
Prior to processing a warranty claim, Lumen Warm may require:
o Photographic proof of failure before any field disassembly
o Serial numbers, driver type, and installation configuration
o Verification that the Product was installed per Lumen Warm instructions
3. This limited warranty excludes field labor, shipping, freight, and service charges related to the repair or replacement of the Product.
4. THIS LIMITED WARRANTY IS VOID IF:
o The Product is not used for its intended purpose
o The Product is uninstalled from the original installation site and moved to a new site
4. THE FOREGOING WARRANTY PROVISIONS ARE EXCLUSIVE and are given and accepted in lieu of any and all other warranties, whether express or implied, including without limitation any warranty against infringement and any implied warranties of merchantability or fitness for a particular purpose.
5. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, COMPENSATORY, CONSEQUENTIAL, INDIRECT (INCLUDING LOSS OF PROFITS), SPECIAL OR OTHER DAMAGES arising from the purchase, resale, use, or disposal of any Product, whether the claim arises under extracontractual law, tort law, strict liability, principles of equity, or contract. Seller’s aggregate liability with respect to a defective Product shall in any event be limited to the purchase price of that defective Product.
Remedies
If Seller determines that the Product is defective, the sole obligation of Seller, and the sole remedy of Purchaser and/or anyone claiming through the Purchaser, is, at Seller’s option, to repair the Product so as to make it non-defective, provide a replacement Product, or refund the original purchase price paid by the Purchaser for the defective Product upon return thereof.
Seller reserves the right to utilize new, reconditioned, refurbished, repaired, or remanufactured products or parts in the warranty repair or replacement process. Such products and parts will be comparable in function and performance to an original product or part, as determined by Seller in its sole discretion, and warranted for the remainder of the original warranty period, provided that if you are a consumer subject to the Quebec Consumer Protection Act, the warranty term for a Product is extended for a period equal to the time during which Seller had the Product in its possession for the performance of this limited warranty.
Making a Warranty Claim
To make a warranty claim, the claimant must notify Seller in writing within SIXTY (60) DAYS after discovery of the defect, provide proof of purchase (invoice), and comply with Seller’s other warranty requirements. Seller may require the Product to be returned to Seller or its authorized service provider, freight prepaid.
All warranty claims should be addressed to:
Lumen Warm [orders@lumenwarm.com]
This five (5) year limited warranty only applies to Products expressly identified as having a five (5) year limited warranty on the applicable Product Spec Sheet available on Seller’s website.
Notwithstanding anything to the contrary, Seller makes no warranty with respect to any non-Lumen Warm branded products manufactured by a third party and supplied by Seller.
This warranty is effective for purchases of Products on or after the effective date set forth below. Seller reserves the right to modify this warranty from time to time. Any modification of this warranty shall be effective for all orders placed with Seller on or after the effective date of such revised warranty.
Canadian manufacturer passionate about lighting.
Tel: (514) 286-0227
Toll Free: 1 (866) 586-3692
155 Fortin Street, Suite 180
Quebec, QC G1M 3M2
Canada
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