TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale constitute the entire sales agreement between Hèmèra Inc. (hereinafter called Hèmèra) and the (Buyer) to which this offer is addresses to provide lighting products described herein as (Products).
This document constitutes the final expression of terms between Hèmèra and Buyer regarding the Products and is a complete and exclusive statement of those terms. Any terms, conditions, negociations or understandings not contained in this document shall have no force or effect unless made in writing and signed by both Hèmèra and Buyer. Hèmèra’s representatives are without authority to modify, change or alter the terms of this document.
It is agreed that the Buyer has full knowledge of the terms and conditions of sale for each transaction and has accepted them in full. Hèmèra reserves the right to discontinue, modify or alter any Products without notice. Products received by the Buyer remain the property of Hèmèra until full payment has been executed. Hèmèra uses reasonable efforts to maintain accurate and up-to-date information in its catalogs, price lists and on its website, Hèmèra makes no warranties or representations as to the accuracy of the information. Hèmèra assumes no responsibility or liability for any errors or omissions in the content of published material, printed or electronic.
Application for Credit
First-time customers must prepay orders in full unless prior credit authorization has been received. For United States Buyers, a credit application and a W9 form completed and signed along with a State Sales & Use tax certificate must be submitted to apply for credit. For Canadian Buyers a completed and signed credit application must be submitted along with a valid HST number to apply for credit. Customers outside the United States and Canada must contact Hèmèra for details.
Open account terms: Net 30 days from date of invoice subject to credit approval. Past due invoices are subject to 1.5% per month (18% per year) service charge. Delinquent accounts sent for collection will be liable for legal, court and collection costs Billing errors: Buyer must notify the Hèmèra accounts receivable department within 10 days of invoice date. Hèmèra reserves the right to change customer's account status to prepaid on orders paid past 60 days.
All orders are subject to prices and terms of sale in effect on the date of shipment and are subject to change without notice. All price quotations expire six (6) months from date of quotation, unless otherwise specified. All “Hold for Release” orders expire six (6) months from the date of the original hold status, unless otherwise specified. Prices do not include federal, state, province, or local taxes of any nature. Hèmèra may, at its convenience, review price quotations, and reserves the right to refuse any order.
Freight and Shipping Terms
Freight will be prepaid and allowed within the 48 contiguous states in the United States or Canada for orders over $5,000.00 net, per shipping address. This freight policy applies only to shipments where Hèmèra selects the method of transportation and the routing of the shipment.
Orders under $5,000.00 net will be shipped cheapest/best way and added to invoice, order may also be shipped collect at Buyer’s request. Air shipments may be collect with prior written approval from Buyer.
Any back-charges, due to incorrect address or incorrect ZIP code supplied by the Buyer or in-transit destination deviation requested by Buyer, will be invoiced to the Buyer. The Buyer is responsible for any extra costs due to buyer’s specific transportation instructions (loading/unloading, Inside delivery, delivery appointment, etc.). These charges will be invoiced to the Buyer.
Hèmèra may wait completion of the entire order before shipment, or may make partial shipments at its sole discretion. Partial shipments at Buyers sole discretion may incur freight charges even if the total order is over $5000.00.
Freight prepaid and allowed is extended only to open accounts.
All sales within North America are F.O.B. Hèmèra’s factory, Montréal, Québec, Canada.
All shipments outside North America are Ex-Works factory.
The risk of loss shall pass to the Buyer upon delivery by Hèmèra to the carrier at Hèmèra’s factory in Montréal, Québec, Canada. All claims for damage or loss in transit must be made by Buyer directly to carrier within 48 hours of reception. Hèmèra will cooperate, but will not be responsible for lost merchandise or damaged products, visible or concealed. Damage in transit or dispute with carriers regarding damaged Products does not relieve Buyer’s obligation to pay the full amount of Hèmèra’s invoice within the payment terms.
Errors or shortage in shipping: Hèmèra must be notified in writing with 48 hours of receipt.
Acknowledgement of shipping dates are an approximation of the ship date and shall not be deemed a guaranteed date. Hèmèra shall not be responsible for any charges , damages, penalties or labor charge-backs resulting from delayed shipments or from its inability to ship by the estimated or expected shipping date.
Cancellation and Change Orders
All cancellations on any released order must be made in writing and subject to approval by Hèmèra. No Quickship or customized Product may be cancelled after release of order. Cancelled standard Product released orders will be subject to a cancellation charge. Any released order placed on hold for more than ten (10) days may also be subject to cancellation charges. All changes to the quantity or specification of fixtures on any released order must be requested in writing and are subject to approval by Hèmèra. Such changes may be subject to applicable change order fees.
Catalogs and Price Lists
Hèmèra’s catalogs, price lists and other publications are maintained as sources of general information and are not quotations or offers to sell. Hèmèra has the right to correct, delete, or change information at any time without notification.
All Product specifications contained in either Hèmèra’s Website, catalogs, price lists or promotional literature, are subject to change without notice to Buyer and without creating liability to Hèmèra.
Customized and Large Volume Orders
A 50% deposit and a signed approved drawing are required to confirm orders for customized Products and/or large volume orders. Customized Product and large volume orders are non-cancellable and non-returnable.
No merchandise will be accepted for return without a Return Merchandise Authorization (RMA) issued by Hèmèra. Only non-installed, standard Products, in new and resalable condition will be considered for issuing an RMA. Requests for return must be made within 30 days of shipment date.
Return Products are subject to restocking fees. Restocking fees vary for different Products. Final credit will be determined after receipt, inspection, and acceptance of returned Products at the factory. The RMA number must be clearly marked on all returned goods. Merchandise must be returned within 30 days from RMA date. No returns will be allowed on customized Products or large volume orders. Merchandise must be returned in its original packaging. No credit will be issued for return merchandise received in non-saleable or non-salvageable condition. Buyer must pay all return shipping charges including custom and duties when applicable.
The Buyer acknowledges the validity and the ownership of Hèmèra’s Intellectual Property and that such Intellectual Property is and shall remain its property. The Buyer shall not (i) in any way do anything to infringe upon, harm or contest the validity of the Intellectual Property or (ii) register or use for any reason whatsoever the Intellectual Property. This obligation shall survive and continue to bind the parties after the termination of this Agreement. The Buyer agrees not to remove or alter Hèmèra’s trademarks, which are affixed to the Products, nor affix any additional trademarks or trade designations to any of the Products that bear Hèmèra’s trademarks without the prior written consent of Hèmèra.
This agreement shall be construed and enforced in accordance with the laws in force in the province of Québec, Canada.
Hèmèra lnc. (hereafter “Hèmèra”) warrants to the Buyer, that its products are free from defects on materials and workmanship under normal use and service as follows: five (5) years for LED engines or modules from date of purchase and one (1) year for all other products from date of purchase.
Hèmèras obligation is expressly limited to the repair or replacement of the fixture part, complete fixture or an equivalent at its choosing. Written authorization must be granted by Hèmèra and is conditional to Hèmèra (a) receiving written notification and consenting to the retun of the item(s) in question; (b) having the item(s) sent prepaid to Hèmèra’s manufacturing facility and (c) finding upon inspection that the item(s) is/ are defective as noted above.
This warranty is in lieu of all other expressed warranties and all implied warranties, including implied warranties of merchantability and of fitness for a particular purpose. This warranty does not cover labor cost including but not limited to the of installation, removal or reinstallation; damage resulting from misuse, or improper or incorrect repair; damage from improper wiring or installation; damage from overloaded, altered or otherwise abuse of product; or incidental or consequential damages. Hèmèra's liability on any claim for damages arising out of or relating to the manufacture of the product is limited to the purchase price of the products. Other than the described obligation, manufacturer assumes no further liability for the sale or use of its products. This warranty is extended to the original Buyer as indicated on the purchase order received by Hèmèra Inc. and is the sole and exclusive remedy against Hèmèra for the repair or replacement at Hèmèra’s option of defective Hèmèra products.
If bulbs are provided as a convenience only, they are not under warranty by Hèmèra except LED lamp modules, and LED lamp engines. LED modules and engines are warranted from date of purchase to reseller for five (5) years. The LED modules or engines will be considered in working condition and therefore not warrantable if it meets or exceeds 70% of its original flux.
WEBSITE TERMS AND CONDITIONS OF USE
This website is operated by HÈMÈRA Inc. (hereafter “Hèmèra”, the terms “us”, “we”, “our” refer to Hèmèra) and it provides information and services available to you.
Please read carefully through the terms and conditions of use contained herein (hereafter “Terms and Conditions”). By proceeding with the use of this website, you accept and agree to be bound by these Terms and Conditions.
Modification of Terms
You hereby acknowledge that these Terms and Conditions may be modified from time to time by Hèmèra and you undertake to familiarize yourself with any and all of such modifications by periodically reviewing such updated Terms and Conditions. Such modifications shall be effective upon posting on this website. By continuing to access this website, you will be deemed to have accepted to be bound by such modifications.
All content available on this website including, without limitation, text, graphics, design, logos, images, sounds, videos, content, product specifications, interfaces, codes, software, layout (collectively, the “Content”) is the exclusive property of and owned by Hèmèra, its licensors or content providers, affiliates or subsidiaries and is protected by copyright, trademark and other applicable laws. Hèmèra, its licensors or content providers, affiliates or subsidiaries own the full and complete title to the material provided on this website including all associated intellectual property rights.
Third Party Links
This website may contain third party websites and links/hyperlinks directing you to other websites. These are provided for your convenience and to provide additional information. You acknowledge that Hèmèra is not liable for the content of such third party websites and links/hyperlinks, and as such, Hèmèra does not have control over them. These inclusions should not be viewed as an endorsement of the products, services and content of the linked website(s). Hèmèra is not responsible for any losses, damages or other liabilities incurred as a result of your use of any linked third party websites, links and hyperlinks.
Trademarks and Copyrights
Any and all trademarks, logos, service marks and content displayed on this website are registered or unregistered trademarks of Hèmèra, its licensors or content providers, affiliates or subsidiaries. The said trademarks, logos, service marks and content are the property of their respective owners. You acknowledge that any trademark, logo, service mark or content available on this website may be the subject of patents, copyrights, trademarks and other intellectual property rights of Hèmèra, its licensors or content providers, affiliates or subsidiaries. If you consider using any of the said trademarks, logos, service marks and content found on this website, you are responsible to undertake the appropriate measures and obtain all necessary licenses and prior written consents.
All information available on this website including, without limitation, the Content is provided on an “as is” and “as available” basis. The use of this website is at your sole risk. Hèmèra and its licensors, content providers, affiliates, subsidiaries, agents, suppliers, shareholders, officers and employees (collectively, the “Representatives”) hereby expressly disclaim all warranties of any kind to the extent permitted by law, any representations or warranties of any kind, whether expressor implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, warranties implied from a course of performance or dealing, non-infringement or as to the operation security and accuracy of this website. Neither Hèmèra nor any of its Representatives warrants or makes any representations that this website (i) will be uninterrupted, timely or error-free, (ii) contains information that is accurate, complete, reliable or correct, including, without limitation, the specifications and (iii) is free from viruses or other harmful technological elements.
Limitation of Liability
This is a public website and it does not store any of your personal information, therefore you acknowledge and agree that there should be no expectation of confidentiality with the respect to any content that you may leave on the website. Any material downloaded or otherwise obtained from this website is done at your own discretion and risk. You assume full responsibility for the use of this website. You, therefore acknowledge and agree that you will be solely responsible for any damages caused to your computer system or loss of data that results from the download of such materials.
To the extent permitted by applicable law, in no event shall, Hèmèra or its Representatives be liable for any direct, indirect, punitive, incidental or other damages or injuries arising out of or in any way related to this website or any other website or link/hyperlink accessed through and from this website, or any information, products or services advertised in or obtained through this website, or otherwise arising out of or in connection with access or inability to access this website, or from any actions Hèmèra takes or fails to take as a result of the communications sent to Hèmèra by you, even if Hèmèra has been advised of the possibility of such damages, except to the extent that such damages arise directly and solely from willful misconduct or gross negligence of Hèmèra.
The Disclaimers and the Limitation of Liability provisions set forth herein apply, without limitation, to any damages arising from any failure of performance, error, omission, interruption, deletion, defects, delay in operation or transmission, computer viruses, file corruption, communications line failure, network or system outage, loss of profits, unauthorized access to, alteration of, loss or use of any record or data, and any other tangible or intangible loss.
You agree to indemnify, defend, and hold harmless Hèmèra and its Representatives against any and all losses, liabilities, damages, expenses and costs, including reasonable attorney fees and court costs, rising or resulting from your use of the website and any breach of these Terms and Conditions. If you cause, directly or indirectly, any technical damage to this website, the server or the system transmitting this website, you agree to be held responsible for any and all losses, liabilities, damages, expenses and costs resulting from the aforementioned damage.
Jurisdiction and Applicable Law
These Terms and Conditions shall be governed by the laws in force in the Province of Quebec, Canada, and any proceedings arising out of these Terms and Conditions shall be brought before the courts of competent jurisdiction in the judicial district of the City of Montreal (Province of Quebec).
If any provision contained in these Terms and Conditions of Use is found to be unlawful, void, invalid or unenforceable, the remaining provisions will remain valid and in place.
Additional Policies or Operating Rules
These Terms and Conditions of Use and any policies or operating rules posted on this website by Hèmèra shall be construed as one entire agreement.