Terms and Conditions
TERMS AND CONDITIONS OF SALE:
All quotations, products and services provided by Lumenera Corporation (“Lumenera”) to any customer, distributor, original equipment manufacturer, end-user or other purchaser (“Customer”) are furnished only on the terms and conditions stated herein. By ordering and accepting delivery of products and/or services from Lumenera, Customer agrees to and accepts these terms and conditions and agrees that, unless modified by separate negotiated agreement as provided below, these terms and conditions, together with the item, quantity, price and similar terms set out in Lumenera’s quotation, order and/or invoice, constitute the entire agreement of the parties (“Contract”), superseding all other communications and documentation. Lumenera hereby expressly rejects any different or additional terms, preprinted or otherwise, contained or referenced in any purchase order or other documentation furnished by Customer, whether before or after delivery of the products or services, even if receipt thereof is acknowledged by signature or otherwise. No modification of these terms shall be effective unless set out in a separate negotiated agreement signed by an authorized officer of Lumenera.
- Except as otherwise set forth: Please be advised that we require prepayment via Visa, MasterCard or wire transfer. Net 30 terms may be granted upon satisfactory credit approval after initial purchase. Unless otherwise specified, all prices are in US Dollars and are subject to changes without notice. Quoted prices are valid for 90 days and may be changed or withdrawn by Lumenera at any time prior to acceptance. Unit prices do not include any taxes, freight, handling, duty or other similar charges, of which payment will be the sole responsibility of Customer. Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and one-half percent (1½%). Lumenera reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of Customer's creditworthiness or should Customer fail to fulfill any obligation when due.
- No order may be cancelled, rescheduled or reconfigured without Lumenera’s written authorization and, in such event, Customer will be liable to Lumenera for any additional costs and expenses.
- Prices are subject to change upon Customer rescheduling or reconfiguration of orders.
- Unless otherwise agreed to and accepted by Lumenera, all sales are FCA Factory (Incoterms 2010). In the absence of prior shipping agreement, Lumenera will select a carrier. Title will pass upon delivery to the carrier at Lumenera’s dock and Lumenera’s responsibility for any loss or damage ends when products are delivered to the carrier. Shipping insurance may be requested at time of order.
- Unless existing agreements are in place that specify alternate Warranty periods, Lumenera warrants to the original purchaser that the cameras shall be free from material and manufacturing defects (‘Warranty’) for a period of either two or four years from the original date of purchase (‘Warranty Period’). In the case of purchases and shipments that are associated to pricing quotations and design wins prior to April 1, 2015, a two (2) year Warranty Period shall apply. Otherwise a four (4) year Warranty Period shall apply. In the case of INFINITY cameras where an INFINITY Advantage Pack has been purchased and the Warranty activated, the Warranty Period is five years from the original date of purchase. The Warranty does not cover packaging, cables or accessories used in conjunction with this product.
The Warranty covers manufacturing and material defects for Lumenera camera products. The Warranty does not cover any damage, deterioration or malfunction resulting from any alteration, modification, improper or unreasonable use or maintenance, abuse, accident, neglect, exposure to excess moisture, fire, misuse, lightning, power surges, or other acts of nature. The Warranty also does not cover any damage as a result of misuse, improper installation, faulty or inadequate maintenance, improper packing and shipping (such claims must be presented to the carrier).
If the original camera module is built with an enclosure, removal of the enclosure for any purpose will void the warranty. If the camera is disassembled, reworked or repaired by anyone other than repair persons appointed by Lumenera, Lumenera takes no responsibility for the subsequent performance or quality of the camera. The Warranty does not apply if the serial number has been removed or damaged.
If Lumenera determines that the unit is covered under the Warranty, Lumenera shall either repair or replace the non-conforming product or part at its expense. Repaired or replaced units will be covered under the Warranty for the remainder of the original Warranty Period. If neither repair nor replacement is, in Lumenera’s opinion commercially feasible, then Lumenera may refund the purchase price paid for the units in question.
In no event shall Lumenera be liable to any party for direct, indirect, incidental, consequential, special or accidental damages, including without limitation damages for business interruption, loss of profits, revenue, data or bodily injury or death.
Warranty Conditions - Filter Glass Removal: Lumenera cameras ship with filter coated or plain glass to provide protection against physical damage to the sensor and electronics, as well as protection against dust and water ingress. Removal of the filter glass is not permitted and will void the product Warranty.
Lumenera offers the cameras without filter glass as an option for users who wish to operate the camera without filter glass. For these cameras, the same warranty is in effect as for cameras with filter glass, except in the case where there is any physical damage to the sensor or the electronics under any conditions - including dust or liquid ingress.
Warranty Conditions -Board-Level Cameras: Lumenera offers board level cameras for OEM integration. For these cameras, the same Warranty is in effect as for cameras with enclosure, except in the following cases:
- There is any physical damage to the sensor or the electronics under any conditions - including dust or liquid ingress.
- There is any damage due to electrostatic discharge.
Standard Warranty Return Process: All units returned to Lumenera for repair or replacement shall be returned according to Lumenera’s returned material authorization process and with all freight charges prepaid by customer. Units must be properly packaged and, whenever possible, in the original packaging. Lumenera will not be responsible for any damage sustained in shipping the unit to Lumenera. Once the unit is repaired or replaced, Lumenera will return the repaired or replaced unit at Lumenera’s expense. Lumenera is not responsible for installation, setup, or disassembly at the customer’s location.
THE WARRANTIES AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Products are deemed accepted by Customer unless Customer notifies Lumenera in writing within 10 days of delivery of product shortages, damage or defect. No returns may be made for any reason without a Return Authorization Form issued by Lumenera.
USE RESTRICTIONS & REQUIREMENTS; EXPORT CONTROL: Customer is responsible for compliance with all applicable laws, regulations, codes, recommendations and requirements of government authorities, including payment of all applicable taxes or duties, obtaining all required licenses and permits, and compliance with all applicable local conditions, codes, or interpretations pertaining to the products, their import, export, transfer, sale, disposition, installation, service, storage and use, including any use or sale thereof as a component of, physically installed on, or in conjunction with Customer or third party products, it being understood that Lumenera makes no warranty of any kind regarding compliance with such requirements. Customer may not import, export, sell, transfer, service, store, or otherwise handle, distribute or use any item supplied hereunder in any manner prohibited by applicable laws and regulations, including without limitation all applicable export control laws, regulations and requirements, or contrary to any written warning or instruction given by Lumenera with respect to such product, its installation, operation, or use herein, in the product documentation, on Lumenera’s website, or otherwise. Customer acknowledges that Lumenera’s products, related technical data, and direct products thereof may be subject to restriction under the export control laws and regulations of Canada, the United States and other jurisdictions, and that Lumenera may refuse to make any sale or shipment of Products where prohibited under applicable law. Each party shall defend, indemnify and hold harmless the other party from all liabilities, claims, losses, damages, and expenses (including without limitation reasonable attorneys’ fees and expenses) arising out of any breach of these terms and conditions except as limited herein.
- Limitation of Liability: No claims, regardless of form, arising out of the products or transactions to which these terms apply may be brought by Customer more than 2 years after the cause of action arises or performance is completed or terminated, whichever is earlier. IN NO EVENT SHALL LUMENERA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLERY, OR OTHER INDIRECT DAMAGES OR LOSSES, HOWEVER CAUSED, WHETHER OR NOT FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF. LUMENERA’S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE FOR ANY AND ALL CAUSES SHALL BE LIMITED TO THE PURCHASE PRICE PAID OR PAYABLE FOR THE APPLICABLE PURCHASE ORDER. Customer acknowledges that these limitations or liability are a material part of the bargain between the parties and are reflected in product pricing, which would be higher without these limitations.
- Governing Law: Any disputes between Lumenera and Customer will be governed by the laws of the Ottawa, Ontario Canada, excluding any conflict of law provisions thereof. Customer hereby consents to the jurisdiction of Ottawa courts and both parties agree that any dispute hereunder must be brought before a court of competent jurisdiction in Ottawa, Ontario, Canada.
- Customer acknowledges that Lumenera’s products and services are based upon and embody various confidential and/or proprietary technology, processes, methods, information, and trade secrets of Lumenera and its suppliers and licensors. Lumenera and its suppliers or licensors (as applicable) shall exclusively own all inventions, technology, know-how, trade secrets, and other proprietary information of any kind used or embodied in the products, documentation, drawings, designs, specifications, Software, and other items furnished by Lumenera, all intellectual property rights with respect thereto, and all reproductions or derivatives thereof in any form (“Proprietary Information”). Customer shall neither acquire nor claim any right, title, or interest in, and shall exercise reasonable care to maintain the confidentiality of, Lumenera’s Proprietary Information and shall use the same solely as required for its authorized use of Lumenera’s products as supplied hereunder. Customer may not directly or indirectly (1) copy, adapt, develop, disassemble, reverse engineer, recast, compile, decompile, translate, or create derivative works from any products, instructions, manuals, schematics, or other items provided by or on behalf of Lumenera, or permit any third party to do so, (2) remove, alter, or obscure any copyright, trademark, patent, logo, government restricted rights, or other notices or legends from items provided by Lumenera, or (3) disclose or use Lumenera’s Proprietary Information for commercial purposes or in a manner detrimental to Lumenera. Disclosures of Proprietary Information may be made only to Customer’s employees, officers, directors, agents, representatives, contractors, licensees, or affiliates (“Representatives”) having a specific need to know and a written obligation to protect such information no less restrictive than the restrictions herein, and Customer will be responsible for any breach by its Representatives. It is agreed that any breach of this Section may cause Lumenera irreparable harm for which recovery of damages would be inadequate, and that immediate injunctive or other equitable relief is appropriate and available to Lumenera to prevent any violation, threatened or actual, in addition to other remedies and without proof of actual damage.
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