Unless otherwise specified by a prior written agreement of parties, any purchase by Buyer from Luminit will be subject to the following terms and conditions:
1. Orders. Except as provided in Section 7, once an order is placed with and accepted by Luminit, it may not be changed or cancelled without written consent of Luminit.
2. Delivery. All shipments shall be EXW Luminit USA for products manufactured in Torrance, CA and EXW Luminit Taiwan for injection molded parts. Buyer shall bear the cost of shipping, handling, packaging, and delivery. Risk of loss shall transfer to Buyer upon delivery of goods to the carrier. Luminit will make every reasonable effort to complete shipment on or before the dates indicated set forth in a written quotation; HOWEVER, Luminit shall not be liable for delay in performance or inability to perform occasioned by acts beyond its reasonable control, including acts of God, fire, flood, strike, war, embargo, government regulation or materials shortage. If performance is delayed by such an event, Luminit shall notify Buyer, and time of performance shall be extended for the period of such contingency. All international orders will only be shipped via Freight/collect.
3. Terms of Payment. All prices are 30 days for existing customers with good payment history and 100% prepayment for new customers. 30day payment terms can be accepted once Luminit confirms Bank and Trade References. Prices are exclusive of any taxes, duties or imposts, all of which are the responsibility of Buyer. Buyer agrees to pay all amounts due within 30 days from the date of invoice. A service charge of 1.5% per month (or portion thereof), or such lesser maximum allowable by law, will be added on all balances not paid within 30 days. Buyer’s obligation to pay the purchase price of goods delivered shall accrue as of delivery by Luminit to carrier, however title to such goods shall remain with Luminit until such price has been paid.
4. Warranty. Luminit warrants for a period of three months from the date of delivery, that the products manufactured and delivered by Luminit, will be free of manufacturing defects in materials and workmanship as specified by Luminit quality standards; provided such product has not been altered or repaired other than with authorization from Luminit and by its approved procedures, not been subjected to misuse, improper handling, maintenance, storage, negligence or accident or otherwise had its identification or any part thereof altered, defaced or removed. The sole obligation of Luminit will be, in its sole discretion, to (1) repair or replace the defective product (2) return to Buyer unaltered any returned product that does not meet the warranty coverage criteria, or (3) credit Buyer’s account for the full purchase price of the defective part. All items returned to Buyer will be at Buyer’s expense. All defective items replaced pursuant to the above warranty become the property of Luminit.
SUCH WARRANTY IS IN LIEU OF, AND BUYER WAIVES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, AND SETS FORTH THE EXCLUSIVE AND ENTIRE LIABILITY OF LUMINIT WITH RESPECT TO ANY DEFECTIVE PRODUCT OR COMPONENT, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL LUMINIT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.
5. Returns. All shipments shall be deemed accepted by Buyer, and Buyer waives the right of rejection, unless Luminit receives a notice of rejection within 10 days following delivery, or such other period agreed in advance by the parties. No return of products will be accepted by Luminit without a Return Merchandise Authorization (RMA Number) obtained from Luminit. All returned products must be shipped PRE-PAID, clearly marked with the RMA number, and be accompanied by a complete description of the nature of the defect.
6. Intellectual Property. All intellectual property contained in the Products and related documentation is and shall remain the sole and exclusive property of Luminit. All products purchased by Buyer pursuant hereto are solely for use by Buyer or its customers as shipped and may not be used as a replication master or otherwise copied (except for archival purposes) without the expressed consent of Luminit. Buyer shall be liable for all damages, including loss of anticipatory profits, incurred by Luminit as a result of such unauthorized copy or replication. The rights granted hereunder or use of Luminit products does not convey any rights or ownership in Luminit patents, copyrights, trademarks, intellectual property or know-how.
7. Remedies for Breach
(a) Breach by Luminit: If Luminit shall be in material breach of this Agreement Buyer may cancel the undelivered portion of purchase orders upon 30 days written notice unless Luminit cures such breach with such notice period. Any money paid in advance by Buyer to Luminit for goods not shipped will be promptly reimbursed. The foregoing shall be the exclusive remedy of Buyer for any Luminit breach of this Agreement.
(b) Breach by Buyer: If Buyer shall be in material breach of this Agreement Luminit may cancel the undelivered portion of purchase orders upon 30 days written notice unless Buyer cures such breach with such notice period. Further, if Buyer fails to pay any amount hereunder as it becomes due or wrongfully rejects goods hereunder, in addition to any other remedies it may have in law or in equity, Luminit shall have the right to recover from Buyer, in addition to the purchase price of such goods, all costs incurred by Luminit to collect such amounts, including attorney’s fees related hereto. Luminit without notice (1) may bill and declare due and payable all delivered products under this Agreement with Buyer and/or (2) may defer shipment hereunder and under any other agreement until such default, breach or repudiation is removed and/or (3) may cancel undelivered portion of this and/or any other agreement in whole or in part (Buyer remaining liable for damages). Luminit reserves the right to enforce these remedies even if it has not enforced them any time in the past.
8. Entire Agreement
(a) This document and attached proposal contains the entire agreement between Buyer and Luminit and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. This Agreement supersedes and cancels any printed terms and conditions on any forms of Buyer.
(b) No delay or omission to exercise any right, power, or remedy upon a breach or default under this agreement shall impair any such right, power, or remedy of the non-defaulting party or be construed as a waiver of any such breach or default.
(c) In the event that any provision in this Agreement, for any reason, shall be held void or unenforceable, the remaining provisions shall remain in full force and effect and shall control.
(d) Buyer agrees to comply with all laws related to the distribution and use of Products, including laws and applicable treaties related to the export of commodities and technical data from the United States. ACCEPTED ORDERS ARE SUBJECT TO CANCELLATION IF IT IS SUBSEQUENTLY DETERMINED THAT THE EXPORT OF COMMODITIES COVERED BY THE PURCHASE ORDER WOULD VIOLATE US EXPORT CONTROL LAWS.
9. Governing Law. All orders shall be governed by and construed under the laws of the State of California and shall be subject to the exclusive jurisdiction of the courts in Los Angeles County, California. In any action brought to enforce this Agreement, the prevailing party shall be entitled to also recover the cost of enforcement, including attorney fees related hereto.
10. Tolerances. The holographic distribution angle may vary by +/- 1 degree for angles <10 degrees and +/- 10% for angles > 10 degrees. Thickness tolerance unless stated otherwise, is +/-10%. Luminit’s standard dimensional tolerances for die cut or machine cut parts are per ISO 2768-m for dimensions between 6 mm and 400 mm and ISO 2768-c for dimensions 6 mm and smaller. If tolerances are not specified by Buyer, ISO 2768-c will apply for all dimensions. Rough-cut rectangular pieces 100 mm or larger are per ISO 2768-v.
11. Protective Films. Unless otherwise requested, all Luminit diffuser products are shipped with protective film on one or both sides. This film should be removed within the warranty period. If the film is left on the diffuser beyond the warranty period, it may adhere to the surface permanently.
12. Pricing. Prices quoted from Luminit represent net price based on quantities purchased and shipped at one time. All quotations are good for 30 days. Please reference Luminit quote numbers on any purchase order.