Terms & Conditions
GENERAL TERMS
The following terms and conditions constitute the entire sales agreement between HÈMÈRA Inc. (hereinafter called HÈMÈRA) and the purchaser (hereinafter called CUSTOMER). Any contrary conditions submitted by the CUSTOMER shall be null and void unless accepted in writing by HÈMÈRA.
It is agreed that the CUSTOMER has full knowledge of the terms and conditions of sale for each transaction and has accepted them in full.
HÈMÈRA reserves the right to modify, alter or discontinue any product without prior notice.
Published material (printed or electronic) may include clerical errors; HÈMÈRA will not accept any responsibility resulting from printed errors.
Quotations do not constitute a final proposal; HÈMÈRA may, at its discretion, review quoted prices, and reserves the right to refuse any order.
Materials received by the CUSTOMER remain the property of HÈMÈRA until full payment has been executed.
All price quotations are valid for ninety (30) days from date of issuance unless otherwise stated in writing.
HÈMÈRA lighting products qualify as originating under the United States-Mexico-Canada Agreement (USMCA). However, considering potential changes in trade policies, HÈMÈRA reserves the right to apply customs tariffs or duties that may be imposed despite the USMCA. Such charges may be added to the selling price or billed separately.
HÈMÈRA does not permit any CUSTOMER, Dealer, Retailer or any other company to utilize or post the HÈMÈRA name or any of its product including photos, ads, prices, product names and descriptions on the internet without prior written approval.
All Product specifications contained in either HÈMÈRA’s website, catalogs, price lists or publications are subject to change without notice to buyer and without creating liability to HÈMÈRA.
PRICE
All orders are non-cancelable after RELEASE.
Orders entered on HOLD FOR RELEASE are subject to a price review after 90 days. Orders entered with submittal drawings PENDING APPROVAL will be subject to price review if drawings are not returned and released within 90 days.
CREDIT
Accounts on open credit only: Payment is due 30 days from date of invoice (Net 30).
New accounts are to be prepaid prior to order release.
One week is required after credit information has been provided, to process credit. Orders will not be released during this time.
For U.S. CUSTOMERs, a completed and signed Credit Application, W9 Form, and State Sales & Use Tax Certificate are required. For Canadian CUSTOMERs, a completed and signed Credit Application and valid HST number are required. International CUSTOMERs must contact HÈMÈRA for applicable credit requirements.
C.O.D. orders: payment will be required two weeks prior shipment. 25% deposit will be required for orders above $1000.
All orders, on open credit, paid over 60 days will have its account status changed to C.O.D. terms.
HÈMÈRA may, at its discretion, require a deposit for orders of large amounts requiring a special production run of standard products.
The CUSTOMER will assume all legal costs related to the collection of unpaid invoices.
Past due invoices are subject to a 1.5% monthly service charge (18% annually). Billing errors must be reported within 10 days of invoice date or will be deemed accepted.
FREIGHT AND TRANSPORTATION CLAIMS
All shipments within North America are FCA (HÈMÈRA Factory), Montréal, Quebec, Incoterms® 2020, and all shipments outside North America are FCA (HÈMÈRA Factory), Montréal, Quebec, Incoterms® 2020, unless otherwise agreed in writing. Title and risk of loss pass to the buyer upon delivery of the goods to the first carrier.
Freight will be prepaid and allowed for orders over $10,000 NET per order, per shipping address within the contiguous USA and Canada, and over $20,000 NET for Mexico, provided HÈMÈRA selects the transportation method and routing. Partial shipments requested by the CUSTOMER will incur additional freight charges.
Freight allowance is extended only to accounts on open credit.
CUSTOMER will assume all freight costs other than the usual method and frequency determined by HÈMÈRA.
Collect or prepaid freight: HÈMÈRA will appoint a carrier of its choice, unless otherwise requested.
Any back-charges, incorrect address or ZIP code, or deviations from the original delivery requested by the CUSTOMER will be billed to the CUSTOMER. The CUSTOMER is responsible for any special freight services (inside delivery, appointments, etc.).
HÈMÈRA will refuse to allow cost of freight to any destinations not serviced by national carriers or any other destinations where cost of freight is exceeding allowed amount determined by HÈMÈRA.
CUSTOMER will be responsible for all additional costs related to goods not received when delivered by the carrier.
HÈMÈRA will not assume any costs resulting from delays during transportation.
Claims: HÈMÈRA will cease responsibility upon acceptance of material by the carrier. Lost merchandise, visible or concealed damaged material must be reported by the consignee within a maximum of 10 days from date of reception. HÈMÈRA will cooperate but will not be responsible for lost or damaged goods in transit. HÈMÈRA will require full payment for shipped goods lost or damaged in transit.
DELIVERIES
HÈMÈRA will not accept any responsibility resulting from uncontrollable manufacturing delays. Delivery dates are approximate. HÈMÈRA will refuse all orders showing an” On Site Date” or “Penalties for Delays”.
Release date is established only when all pertinent information has been provided allowing for complete manufacturing. Date of purchase order or date of order released do not constitute the date of release to production.
CANCELLATIONS
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.
HÈMÈRA will require a minimum of 50% restocking or up to the full amount on all orders in production.
RETURN MERCHANDISE POLICY
All products are made to order and are non-returnable and non-refundable.
LIMITED WARRANTY
HÈMÈRA warrants that, for a period of five (5) years from the date of shipment to the original CUSTOMER at the original installed location, each product will be free from any defects in material and workmanship which cause the product to fail to operate in accordance with the products’ performance specifications as they exist at the time of shipment.
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 the CUSTOMER 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.
This limited warranty is void if (i) the product is installed improperly or otherwise not in accordance with the HÈMÈRA installation instructions and guidelines that are shipped with the product or any applicable standards or codes, such as, without limitation, those standards of codes of the National Electrical Code, the Standards for Safety of Underwriters Laboratory, Inc., or the Canadian Standards Association, (ii) the product is altered or repaired other than as authorized in writing by HÈMÈRA, (iii) the product is misused or abused, whether intentionally or not, including without limitation if the product is used at any time in an environment or operating range, or subjected to electrical values, in excess of those specified in the product’s performance specifications, (iv) the product is damaged due to Acts of God, (v) the product is used in violation of any applicable standard or code for use, such as, without limitation, those standards or codes of the Standards for Safety of Underwriters Laboratory, Inc., or the Canadian Standards Association, (vi) the product is used other than as a stand-alone product (ie integrated into another lighting product), (vii) the product is damaged in transit or handling, or (viii) CUSTOMER fails to fulfill all financial obligations in regards to purchase of the product.
HÈMÈRA’s obligation under this limited warranty is limited to, at HÈMÈRA’s option, either repair or replacement of the defective part or parts or else make available a new replacement product that will provide equal or better performance. HÈMÈRA’s OBLIGATIONS UNDER THIS LIMITED WARRANTY DO NOT INCLUDE ANY OTHER COSTS OR EXPENSES, SUCH AS, WITHOUT LIMITATION, ANY COSTS OR EXPENSES OF REMOVAL OR REINSTALLATION WHATEVER THE CAUSE OR HOWEVER INCURRED OR IMPOSED (FOR EXAMPLE AND WITHOUT LIMITATION, LABOR COSTS OR EXPENSES, ADMINISTRATIVE COSTS, OR REQUIREMENTS OF LAW OR ANY GOVERNMENTAL AGENCY OR BODY).
NO IMPLIED WARRANTY OF MERCHANTIABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY BEYOND THE AFOREMENTIONED WARRANTY PERIOD. The foregoing warranty is exclusive of all other statutory, written or oral warranties and no other warranties of any kind, statutory or otherwise, are given or herein expressed.
LIMITATION OF LIABILITY: HÈMÈRA will not under any circumstances whether as a result of breach of contract, breach of warranty, tort, strict liability or otherwise be liable for consequential, incidental, special or exemplary damages including but not limited to, loss of profits or revenues, loss of any other goods or associated equipment or damage to any associated equipment, cost of capital, cost of substitute products, facilities or services, down-time cost or claims of claimant’s CUSTOMERs. HÈMÈRA liability on any claim of any kind for any loss or damages arising out of, resulting from or concerning any aspect of this agreement for the product or services furnished hereunder shall not exceed the price of the Product which gives rise to the claim.
SPECIAL NOTE: Normal wear and tear on the products are not covered by this limited warranty. Exterior or mechanical damage that is not the result of a breach of warranty will not be corrected. No cosmetic repairs will be made.
With respect to electrical and electronic parts or components not manufactured by HÈMÈRA (e.g. drivers, ballasts, power supplies, photoelectric controls, transformers, etc.), HÈMÈRA will provide a warranty equivalent to that offered by the manufacturer of the electrical or electronic components.
SPECIAL PRODUCTS
Luminaires are made to order in limited quantities. HÈMÈRA has no obligation to produce additional components or luminaires.
A minimum deposit of 50% up to full payment will be required, prior to releasing any order to production.
Custom-made luminaires are not cancelable or returnable.
INTELLECTUAL PROPERTY
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.
ENTIRE AGREEMENT
Except as expressly agreed in writing signed by HÈMÈRA, the terms and conditions stated above shall constitute the entire sales agreement between HÈMÈRA and the CUSTOMER. Any contrary or additional terms or conditions submitted by the CUSTOMER (other than the description of the products being ordered and the requested quantities, shipping date, and shipping location contained in CUSTOMER’s purchase order) shall be deemed to be of no force or effect and are hereby rejected. CUSTOMER’s submission of a purchase order shall indicate CUSTOMER’s acknowledgment of and agreement with these terms and conditions.
These Terms and Conditions of Sales shall govern all sales by HÈMÈRA; the law applicable to sales under these Standard Terms shall be the laws in force in the Province of Quebec, and any proceedings concerning the Standard Terms and/or to the relations between the parties shall be brought exclusively before the courts of competent jurisdiction in the judicial district of Montreal.
HÈMÈRA reserves the right to change these Terms and Conditions of Sale without notice.
WEBSITE TERMS AND CONDITIONS OF USE
Acceptance of Terms of UseThis 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.
Materials
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.
Disclaimers
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.
Indemnification
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).
Severability
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.