The terms and conditions hereafter stipulated apply to all sales made by LIGHTX INNOVATIONS INC. (Hereinafter referred to as the «VENDOR») to their respective clients (Hereinafter referred to as the «CLIENT»). All sales made by the VENDOR are done on the condition that the client accepts to be bound by the present terms and conditions. These terms and conditions can be modified at any moment at the sole discretion of the VENDOR.
1.1. Any order placed by the CLIENT for the purchase of products and services sold by the VENDOR must be made by way of a purchase order and a confirmation of order issued by the VENDOR containing the following information:
1.1.1. The order number;
1.1.2. The product(s) or service(s) ordered;
1.1.3. The quantity of products or the nature of the service(s) ordered;
1.1.4. The unit price and the total;
1.1.5. The requested delivery date(s) or the performance requested;
1.1.6. The place(s) for delivery of the product(s) or the performance of service(s) ordered;
1.1.7. The shipping mode and conditions agreed upon.
1.2. Purchase orders cannot be cancelled by the CLIENT without the written consent of the VENDOR.
1.3. The VENDOR only accepts orders in amounts exceeding fifty dollars ($ 50).
2. Price and Payment Conditions
2.1. All prices are in Canadian dollars and are subject to change without notice.
2.2. The price of the products and services is as listed on the order confirmation issued by the VENDOR and must be paid according to the terms and conditions hereof.
2.3. The VENDOR is not required to initiate the performance of services unless and until all applicable payments have been received.
2.4. Any amount due by the CLIENT in respect of products or services delivered by the VENDOR must be paid within thirty (30) days following the CLIENT’s receipt of the products.
2.5. The VENDOR will issue invoices upon shipping of products and once services have been performed.
2.6. All invoices can be paid:
2.6.1. By cash;
2.6.2. By cheque; and
2.6.3. By credit card (VISA, MasterCard) in respect of clients who have not opened a client account with the VENDOR. Payable prior to the delivery or at time of order.
2.7. In the event that a cheque is returned to the VENDOR for insufficient funds, a penalty equal to twenty five dollars ($ 25) will be added to the next invoice issued to the CLIENT.
2.8. In the event that the VENDOR believes, in good faith, that the financial situation of the CLIENT warrants the application of payment terms that differ from those stipulated herein, the VENDOR shall have the right to require that the CLIENT pays the purchase price in respect of a product or service ordered prior to delivery.
3. Taxes The CLIENT is responsible for the payment of all applicable taxes, including, without limitation, any sales and excise taxes that the VENDOR may be required to pay and/or collect.
4. Interest All invoices that remain unpaid at the expiration of the thirty (30) day period following the receipt of the products or the services by the CLIENT shall accrue interest at a rate of two percent (2 %) per month.
5.1. If the CLIENT fails to pay the purchase price in respect of products purchased by the CLIENT and delivered by the VENDOR, the VENDOR shall be entitled to enjoin the CLIENT to return the products to the VENDOR.
5.2. Before taking the products back, the VENDOR must send the CLIENT written notice in which it notifies the CLIENT that it has thirty (30) days to either:
5.2.1. Remedy its default; or
5.2.2. Return the product(s) to the VENDOR.
5.3. If the CLIENT returns the product(s) to the VENDOR, its obligation to pay the sales price in respect thereof is extinguished and the VENDOR is not bound to restore the payments already received from the CLIENT.
5.4. In those instances where the CLIENT, prior to being in default, paid at least one-half (½) of the amount of the total obligation, the VENDOR cannot obligate the CLIENT to return the products to it, unless it obtains the permission of the court.
Any product sold remains the property of the VENDOR until full payment of the sales price.
7.1. Any delivery to be made by the VENDOR in accordance with a purchase order must be accompanied by a delivery slip.
7.2. Delivery costs for products and services rendered are to be paid by the CLIENT.
7.3. The products or services shall be delivered to the place(s) designated by the CLIENT in each purchase order.
7.4. The VENDOR has the right to make partial deliveries of the products or services ordered by the CLIENT and to bill each delivery separately.
7.5. The VENDOR shall provide the CLIENT with a verbal or written notice in the event that the VENDOR is unable to deliver (1) the products or services ordered by the CLIENT on the date requested by the latter or (2) the exact quantity of the products or services ordered. Such notice shall be sent to the client at least ten (10) days prior to the scheduled delivery date and specify;
7.5.1. New possible delivery date; and
7.5.2. Quantity of product or service to be delivered, as the case may be.
7.6. The VENDOR is not responsible for any loss or damage suffered by the CLIENT and resulting from any delay or default in the delivery of products or services for reasons outside of the VENDOR’s control.
7.6.1. The VENDOR shall have the right to cancel the corresponding order or to schedule another date for delivery of the products or services; and
7.6.2. The CLIENT shall not have the right to refuse delivery of the products and services or to be freed from its obligations in respect of the VENDOR.
7.7. All products and services ordered by the CLIENT are sold and delivered E.X.W. (as such term is defined in the Incoterms 2010 published by the International Chamber of Commerce) at the place and on the date specified by the CLIENT. In accordance with E.X.W. terms, all risks of loss and damage to the products are transferred to the CLIENT at the time of delivery of the products to the carrier responsible for delivering the products to the CLIENT.
8.1. All products and services sold by the VENDOR shall be of good quality.
9. Non-Conforming or Defective Products
9.1. Any defective or non-conforming product may be returned to the VENDOR within sixty (60) days following the date on which said product was delivered to the CLIENT by the VENDOR.
9.2. The responsibility of the VENDOR in respect of defective and non-conforming products is limited to their replacement.
9.3. All fees and costs related to the replacement of defective and non conforming products including, without limitation, delivery fees, are the responsibility of the VENDOR.
9.4. Before returning a defective or non-conforming product, the CLIENT must obtain a return authorization number from the VENDOR. No product will be accepted by the VENDOR unless the VENDOR authorized the return and issued a return authorization number to the CLIENT.
9.5. The return authorization number issued by the VENDOR in respect of a particular product is valid for a period of ten (10) days. The CLIENT must return the defective or non-conforming product to the VENDOR prior to the expiration of said period. No product will be accepted after this time.
9.6. The return authorization number issued by the VENDOR for a defective or non-conforming product is specific to that product. As such, the return authorization number cannot be used for any other product.
9.7. Any product returned by the CLIENT must be:
9.7.1. In its original packaging and in the same condition that it was in at the time of delivery to the CLIENT; and
9.7.2. Accompanied by the original invoice and the VENDOR’s written confirmation authorizing the return of the product.
9.8. Any defective or non-conforming product returned to the VENDOR and the documents accompanying such product shall be inspected by the VENDOR. The VENDOR reserves the right to withdraw its authorization in respect of the return of a defective or non-conforming product and to return said product to the CLIENT, in the event that the VENDOR determines that the information provided to it by the CLIENT differs from the information revealed following the VENDOR’s inspection.
9.9. The products must be returned to the VENDOR’s head office located at 6110 Doris-Lussier, Boisbriand, Quebec J7H0E8 to the attention of the Customer Service Department.
10.1. Any non-used product (other than a defective or non conforming product) can be returned to the VENDOR within thirty (30) days following receipt of the product by the CLIENT provided that it obtains the VENDOR’s consent.
10.2. The CLIENT must communicate with a customer service representative in order to obtain a return authorization number. A Customer service representative can be reached at firstname.lastname@example.org.
10.3. The return authorization number issued by the VENDOR in respect of a particular product is valid for a period of ten (10) days. Clients seeking to return a product must ensure that the product is received by the VENDOR prior to the expiration of this period. No product will be accepted after this time.
10.4. The return authorization number issued by the VENDOR for a particular product is specific to that product. As such, the return authorization number cannot be used for any other product.
10.5. Any product returned by the CLIENT must be:
10.5.1. In its original packaging and in the same condition that it was in at the time of delivery to the CLIENT; and
10.5.2. Accompanied by the original invoice and the VENDOR’s written confirmation authorizing the return of the product.
10.6. Any product returned by the CLIENT and the documents accompanying said product shall be inspected by the VENDOR. Any product returned by the CLIENT shall be refused by the VENDOR and shipped back to the CLIENT if VENDOR determines that the:
10.6.1. Product has been used;
10.6.2. CLIENT did not provide the VENDOR with a copy of the documents stipulated herein;
10.6.3. Information provided to it by the CLIENT differs from the information revealed following the VENDOR’s inspection; or
10.6.4. Product has not been received by the VENDOR prior to the expiry of the prescribed delay.
10.7. All returns will be subject to a restocking fee of twenty five percent (25 %).
10.8. The CLIENT shall bear the costs and the risks of loss or damage associated with the return of products to the VENDOR.
10.9. The VENDOR shall, in respect of any product returned by the CLIENT in accordance with the terms and conditions provided for herein, issue a credit note in an amount equal to the price paid by the CLIENT for the returned product, plus the amount of taxes paid by the CLIENT, minus the restocking fees specified in section 10.7.
10.10. The products must be returned to the VENDOR’s head office located at 6110 Doris-Lussier, Boisbriand, Quebec J7H 0E8 to the attention of the Customer Service Department.
11. Spare Parts and Repairs The VENDOR will not provide spare parts for products sold to the CLIENT.
12. Product Recall
In the event that the VENDOR, for any reason whatsoever, is required to recall products purchased by the CLIENT, the VENDOR shall advise the client in writing. The CLIENT is entitled to a refund for the value of the recalled product or to accept replacement products. Replacement products will be made available to the client as they become available. The VENDOR shall not bear any other costs related to such recalls.
13.1. The VENDOR offers, with regard to the products sold to the CLIENT, the limited warranties imposed by law.
13.2. Subject only to limits prescribed by law, the VENDOR offers no other warranties other than those stipulated herein.
13.3. The rights and privileges conferred to the CLIENT in accordance with the terms hereof may not be assigned (whether in whole or in part) by the CLIENT.
Subject to the limits imposed by law, the VENDOR cannot be held liable for any damage, direct or indirect, secondary or accessory, resulting from:
14.1. The use and/or manipulation, by the CLIENT, of the product(s) purchased from the VENDOR; and
14.2. A non- conforming or defective product sold to the CLIENT
14.3 Notwithstanding the foregoing, the VENDOR and CLIENT recognize that the preceding limitation of liability does not apply in those instances where the damage results from the VENDOR’s (or one of the VENDOR’s representatives) intentional or gross fault.
15. General Provisions
15.1. In the event of an inability or failure by either the VENDOR or the CLIENT to fulfill their obligations pursuant to the present terms and conditions, by reason of any fire, explosion, war, riot, strike, lock-out, walk-out, labor controversy, flood, shortage of water, power, labor, transportation facilities or necessary materials or supplies, default or failure of carriers, breakdown in or the loss of production or anticipated production from plant or equipment, act of God or public enemy, any law, act or order of any court, board, government or other authority of competent jurisdiction, or any other direct cause (whether or not of the same character as the foregoing) beyond the reasonable control of the VENDOR or the CLIENT, then the VENDOR or CLIENT shall not be liable to the other during the period and to the extent of such inability or failure.
15.2. Each provision forming part of the present terms and conditions shall be several. If any provision contained herein is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions stipulated herein shall continue in full force and effect.
15.3. The VENDOR and CLIENT recognize that the terms and conditions contained herein constitute the entire agreement between them with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the VENDOR and CLIENT with respect to such subject matter preceding the signature
15.4. The present terms and conditions and all right and obligations resulting here from shall be governed by the laws of the Province of Quebec and Canada applicable herein.
15.5. The United Nation’s Convention on Contracts for the International Sale of Goods will not apply in any way to the sales made by the VENDOR in favour of the CLIENT.
15.6. No waiver by the VENDOR of any breach by the CLIENT of any of its covenants, obligations and agreements hereunder shall be a waiver of any subsequent breach of any other covenant, obligation or agreement, nor shall any forbearance to seek a remedy for any breach be a waiver of any rights and remedies with respect to such or any subsequent breach.
15.7. The present terms and conditions shall ensure to the benefit of and be binding upon the VENDOR and the CLIENT and their respective heirs, executors, administrators, personal legal representatives, successors and permitted assigns.