Terms of Sale
Last updated: November 12, 2018
Thank you for your interest in Lumenture products! We pride ourselves on our client-friendly service, but also require that our clients understand the “fine print” of our Terms and Conditions of sale. Please read the following carefully.
All sales and services of Lumenture, LLC (“Lumenture” or the “Company”) are subject to the following Terms and Conditions of sale. By placing an order for Lumenture’s sales and service, the Client agrees to the applicability of these Terms and Conditions of sale.
Orders may not be cancelled or modified, either in whole or part, without Lumenture’s express written consent.
Orders for special/custom, made-to-order product cannot be cancelled or returned and Lumenture may require upfront full or partial payment for such products.
Shipments totaling $1,500 or more will be made with freight prepaid and allowed within the 48 contiguous United States.
Lumenture cannot be held liable for manufacturing delays or for delays in delivery or any other cause for delay. Lumenture will not accept penalty charges for such delays. Shipping dates are approximate and are based on conditions existing at the time of receipt of Client’s purchase order and full information. In the event of product or supply shortages, Lumenture reserves the right to allocate available supply equitably, taking into account contractual commitments.
Title to the products and risk of loss of the products shall pass to Client upon delivery at the Client’s designated shipping point (CIP terms). Client or its consignee must inspect merchandise upon receipt for any shortage, loss or damage and sign for any such discrepancies. Any such discrepancies must be reported to Lumenture within five (5) business days after receipt so that Lumenture may file necessary claim forms to issue proper credit to Client. To detect possible concealed damage, packages should be opened and fully inspected and any damage reported to Lumenture within ten (10) business days after receipt. Client shall have no right of offset from outstanding invoices with respect to any claims made. Lumenture will not be held responsible for replacing product if not informed within the aforementioned timeframes of receipt by Client of such damage or loss to product.
All returns are subject to and contingent upon Lumenture’s terms and conditions for returns. Returns will only be accepted if Lumenture issues a Return Goods Authorization (“RGA”). Any request for a RGA must be made within 30 days of invoice date. Returned merchandise must be returned to Lumenture no later than 90 days after the invoice date. Special/Custom orders or modified standard product are not returnable. Returned merchandise must be in its original factory carton and in new and salable condition. Credit for merchandise is subject to inspection. Returns may be subject to a minimum 25% handling and restocking charge.
All payments shall be made in U.S. dollars. Whenever, for any reason, doubt as to Client’s financial responsibility develops, Lumenture may require cash payment in advance and/or other credit enhancements. Client grants to Lumenture a purchase money security interest in the products delivered pursuant hereto by Lumenture to secure payment of all amounts owing from Client to Lumenture. Client agrees and irrevocably appoints Lumenture its agent to execute all such documents and instruments and to take such other action as may be necessary or reasonably required by Lumenture to perfect and otherwise protect Lumenture’s security interest hereunder. The forgoing agency is coupled with an interest hereunder and shall be irrevocable as long as Client owes any amounts to Lumenture. Lumenture reserves the right to charge interest of 1.5% per month and handling charges if the Client is delinquent in payment of invoices.
Fees and Expenses
Client shall pay any and all reasonable expenses, including, without limitation, reasonable attorney’s fees, incurred by the Company in enforcing the terms of any agreement with, sale to, or collection of any amounts owed to, Lumenture by Client.
Lumenture’s current published warranties in effect at the time of shipment for the particular products purchased shall apply. Lumenture’s current published warranties are available at www.lumenture.com/warranty, the terms of which are incorporated herein by reference. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW LUMENTURE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCTS OR THE USE THEREOF INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
NOTWITHSTANDING ANY PROVISIONS IN THESE TERMS AND CONDITIONS TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL LUMENTURE BE LIABLE TO CLIENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT OR THE PRODUCTS SUPPLIED PURSUANT HERETO, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS EVEN IF INFORMED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LUMENTURE ARISING UNDER OR IN CONNECTION WITH ANY SALE OF PRODUCTS EXCEED THE AMOUNT PAID BY CLIENT TO Lumenture FOR THE PRODUCTS THAT SERVE AS THE BASIS FOR SUCH CLAIM. SUCH LIMITATION IS AN ESSENTIAL PROVISION OF THIS AGREEMENT AND WAS A CONDITION UPON WHICH THE PRICING HEREUNDER WAS BASED.
These Terms and Conditions shall be governed by the laws of the State of Connecticut without reference to its internal conflicts of laws principles. In the event that any one term or condition listed above should be deemed invalid, all other terms and conditions will remain valid and in full effect. These Terms and Conditions shall control in all respects concerning the purchase of products from Lumenture notwithstanding the printed terms and conditions stated in any purchase order, sales order, order acknowledgement or other form submitted in connection with the purchase of products. Each party hereby objects in advance to any printed terms and conditions set forth in any such sales order, purchase order, order acknowledgement or other form submitted in connection with the purchase of products to the extent inconsistent with the terms and conditions contained herein.