These Terms and Conditions apply to all products (“Product” or “Products”) supplied by LUCID Vision Labs, Inc. (“LUCID”) to purchaser of the Products (“Purchaser”). By placing a sales order with LUCID for Product (“Sales Order”) and receiving an order confirmation or an invoice (each a “Confirmation”) from LUCID, Purchaser agrees to be bound by and accepts these Terms and Conditions.
These Terms and Conditions are subject to change without prior notice at any time at LUCID’s sole discretion.
LUCID agrees to sell, and Purchaser agrees to purchase, the Products subject to these Terms and Conditions. LUCID will retain a security interest in all Products until payment in full for the Products, including any taxes and other expenses in connection with the sale, has been received by LUCID.
- PAYMENT TERMS
- All prices for Products shall be as set forth in the Sales Order and the Confirmation for such Products. Unless otherwise specified, price is exclusive of taxes, duties and charges and Purchaser will reimburse LUCID for same.
- All payments for Products are due thirty (30) days from the date of the Confirmation unless otherwise specified.
- Shipment of the Products shall at all times be subject to approval by LUCID’s credit department and LUCID may at any time decline to make any shipments except upon receipt of payment in full.
- In the event of bankruptcy or insolvency of Purchaser or in the event that a proceeding is brought by or against Purchaser under any bankruptcy or insolvency laws, LUCID shall be entitled immediately to cancel any Sales Order then outstanding.
- LUCID reserves the right to charge an amount equal to: (i) the lower of 1.5% per month (18% per annum); or (ii) the maximum rate allowed by law on the amount of any unpaid balance calculated from the date that payment is due until the date that payment is received in full by LUCID.
- DELIVERY, TITLE AND RISK OF LOSS
Unless otherwise mutually agreed by LUCID and Purchaser, LUCID shall, in its sole discretion, determine the time, route and carrier of all shipments of Products.
Delivery of Products is deemed complete upon delivery to Purchaser’s designated receiving location. If Purchaser is unable or unwilling to accept physical delivery at the time specified, LUCID may store Products at Purchaser’s cost and delivery of such Products shall be deemed complete as of the date of storage. Unless otherwise specified in writing, risk of loss or damage to the Products including any repaired or replaced items passes to Purchaser upon delivery by LUCID.
The Products have a three (3) year limited warranty for parts and labour on material and manufacturing defects subject to the following:
- LUCID shall only honour the warranty to the original Purchaser of the Products and the warranty shall be void if claimant is different from original Purchaser as recorded in LUCID’s records.
- The warranty shall be void if the Products are modified to a state, for a purpose or in any other manner whatsoever for which the Products were not intended.
- The warranty shall not cover any damage caused by misuse, failure to observe instructions for operation and maintenance of the Products or by operating the Products beyond the operating specifications.
- NO OTHER WARRANTIES
LUCID MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS OTHER THAN THOSE EXPRESSLY SET OUT HEREIN.
Returns of the Products are only accepted within 30 days from the shipping date and subject to the following limitations:
- Returns shall only be accepted for Products that remain in “as new” condition, free of visible scratches, markings or other defects and must be returned with the original purchase invoice, all components and packaging materials.
- Returns shall not be accepted if Products have been modified to a state, for a purpose or in any other manner whatsoever for which the Products were not intended.
- Returns are limited to one (1) unit of a particular Product per Sales Order. By way of example and for greater certainty, if Purchaser orders 10 units of a particular Product in a Sales Order, LUCID will only accept, subject to the other requirements of this section 6, a return of one (1) unit of such Product.
If LUCID determines that an item is returnable, LUCID reserves the right to charge a restocking fee which shall vary depending on the state of the Products’ condition, packaging and value. The minimum restocking fee is 15%.
All returns must be pre-authorized and accompanied by a Return Merchandise Authorization (“RMA”) issued by LUCID. In order to obtain an RMA, please contact firstname.lastname@example.org. All Products returned without an RMA shall be rejected and shipped back to the address of origin.
Purchaser shall be responsible for the payment of any shipping and handling fees in connection with the return of any Products.
Any labour, parts or materials required for repairs as a result of accidents, improper adjustments, maintenance or operation, or normal wear, or that are otherwise not covered by warranty, shall be charged to Purchaser at LUCID’s regular rates.
All repairs must be pre-authorized and accompanied by a repair RMA. In order to obtain a repair RMA, please contact email@example.com. All products without a return RMA shall be rejected and shipped back to the address of origin. Purchaser is responsible for the payment of any shipping and handling fees in connection with the delivery of any Product back to LUCID for repairs.
LUCID shall be responsible for the payment of any shipping and handling fees in connection with the delivery of any repaired Product back to the Purchaser.
- PURCHASER LIABILITY:
PURCHASER IS SOLELY RESPONSIBLE FOR AND SHALL INDEMNIFY LUCID, THE MANUFACTURER AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ASSIGNS FROM ANY AND ALL LOSS, DAMAGE OR LIABILITY ARISING FROM OR RELATED TO (A) THE PRODUCTION OF ANY GOODS OR SERVICES USING THE PRODUCTS, OR (B) ANY PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE SUFFERED BY ANY PERSON RELATED TO THE OPERATION, HANDLING OR TRANSPORTATION OF THE PRODUCTS.
- LUCID LIABILITY:
NEITHER LUCID NOR ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES OR ASSIGNS SHALL BE LIABLE FOR ANY DAMAGE ARISING FROM OR RELATED TO ANY DEFECTS IN THE PRODUCTS, ANY LOSS OF TIME INCURRED AS A RESULT OF SUCH DEFECTS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, OVERHEAD COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS. WITHOUT LIMITING THE FOREGOING, LUCID’S AGGREGATE LIABILITY TO PURCHASER FOR ANY CLAIM WHATSOEVER ARISING FROM OR RELATED TO THIS SALES AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS INVOLVED IN SUCH A CLAIM, REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
- FORCE MAJEURE:
LUCID is not responsible or liable for failure to deliver the Products because of strikes, lockouts, accidents, fire, delays in manufacture or transportation, acts of God, embargoes, government action or any other cause beyond the control of LUCID.
- ENTIRE AGREEMENT:
This Sales Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter hereof.
- FURTHER ASSURANCES
Purchase shall execute and deliver such further documents, and carry out such further acts, as may be reasonable requested by LUCID to evidence or give effect to the terms of this Sales Agreement.
- GOVERNING LAW:
This Sales Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada in force therein, without regard to any conflict of laws rules.