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Standard Terms and Conditions of Sale

Scope and Acceptance: These Standard Terms and Conditions of Sale (the “Terms”) apply to all sales of products by Supplux Lighting Solutions Inc. (“Supplux”) to any purchaser (“Buyer”). By placing an order with Supplux, the Buyer acknowledges and agrees to be bound by these Terms. These Terms shall prevail over any of the Buyer’s standard terms or purchase conditions not expressly agreed to in writing by Supplux. Any modifications or exceptions to these Terms must be confirmed in a written agreement signed by Supplux.

1. Payment Terms

  • Progressive Payment Plan: Supplux offers a tiered payment schedule based on the Buyer’s order history:
    • First 5 Orders: 100% payment upfront (prepaid).
    • Orders 6–15: 70% upfront, with the remaining 30% due on a Net 90 basis after shipment.
    • After 15 Orders: 50% upfront, with the remaining 50% due on a Net 90 basis after shipment.
    • Established Customers (Partnership ≥1 year & ≥CAD $50,000 total orders): 30% upfront, with the remaining 70% due on a Net 90 basis after shipment.
  • Net 90 Calculation: “Net 90” payment terms mean that the balance is due 90 calendar days from the date of shipment (not the order date or invoice date). Supplux will date invoices accordingly, and payment must be received by the 90th day after shipment to avoid delinquency.
  • Custom Orders: For customized or made-to-order products, Supplux reserves the right to adjust payment terms. In some cases, customized orders may require a higher proportion of upfront payment or full prepayment, as will be communicated to the Buyer at the time of order. Note: All orders are subject to credit approval by Supplux, and Supplux may request advance payment or security for any order at its discretion.

2. Delivery Time

  • Production Time: Standard production or processing time for orders is approximately 7–15 days (business days) from order confirmation. This timeframe covers factory processing, assembly, and quality checks prior to shipment.
  • Shipping Time: Transit time will depend on the shipping method selected:
    • Express / Air Freight: Estimated 3–5 days transit time for delivery.
    • Ocean Freight (Sea Shipping): Estimated 30–50 days transit time for delivery.
  • Total Lead Time: The total delivery lead time for an order is the sum of the production time and the shipping time. For example, an order shipped by air freight typically arrives in about 10–20 days (7–15 days production + 3–5 days shipping), whereas an order shipped by ocean freight may arrive in roughly 37–65 days. These timeframes are estimates and not guaranteed; however, Supplux will use commercially reasonable efforts to meet the indicated delivery times. Delays caused by external factors (e.g. customs clearance, carrier delays, logistics disruptions) are not the responsibility of Supplux under these Terms.

3. Pricing and Shipping Costs

  • Pricing Structure: The total final price for each order will consist of the product price (cost of the items ordered) plus applicable shipping costs (freight charges). All prices are quoted in Canadian Dollars (CAD) unless stated otherwise. Taxes, duties, and any applicable import fees are the responsibility of the Buyer and are not included in the product price unless explicitly agreed.
  • Free Freight Threshold: Supplux offers a shipping freight incentive for bulk orders. Orders totaling CAD $5,000 or more (before taxes) qualify for free Ocean Freight shipping, i.e. complementary sea shipping for that order. Ocean Freight delivery under this offer has an estimated transit time of 30–50 days. If the Buyer elects express/air shipping for a qualifying order, standard air freight charges will apply unless otherwise agreed in writing.
  • Shipping Origins and Conditions: Products are shipped directly from Supplux’s manufacturing and fulfillment centers, which are located in China, Vietnam, and Thailand. As such, international shipping routes are involved. Shipping fees and transit times may be subject to change based on market conditions, carrier rates, fuel surcharges, and seasonal demand. Supplux will inform the Buyer of the shipping cost (if any) and expected delivery timeframe when quoting or confirming an order. Title to the goods and risk of loss transfer to the Buyer upon handover to the carrier (F.O.B. shipping point), unless otherwise agreed.

4. Refund and Return Policy

  • Custom Products – Final Sale: Customized products (including custom-cut LED strips, bespoke lighting solutions, or any made-to-order items specified to the Buyer’s requirements) are final sale. Once a custom product order is placed and confirmed, it cannot be cancelled or returned, and no refund will be issued for such items. This is due to the bespoke nature of custom products, which are manufactured or tailored specifically for the Buyer’s needs and may not be resellable to others.
  • Standard Product Returns: For standard (non-custom) products, Supplux accepts returns under the following conditions:
    • The Buyer must request a return merchandise authorization (RMA) and initiate the return within 60 days of receiving the product. Any return or refund request made beyond 60 days from the date of delivery will not be accepted or processed by Supplux.
    • Products must be returned in resalable condition, meaning they are unused, undamaged, and in their original packaging with all components and accessories included. The items should be clean and free of any marks or alterations, such that Supplux can restock and resell them.
    • Returns of eligible products (after proper authorization) will be subject to a restocking/processing fee equal to 15% of the product’s original value. This fee covers inspection, repackaging, and handling costs. The 15% restocking fee will be deducted from the refund amount. (For example, if the product value is $1,000, a $150 fee would apply, and $850 would be refunded if the return is approved.)
  • Return Procedure: To initiate a return, the Buyer should contact Supplux’s customer service within the 60-day window to obtain an RMA number or return approval. The RMA number or authorization documentation must be included with the returned product shipment to ensure proper tracking and credit. The Buyer is responsible for shipping the product back to Supplux in appropriate packaging to prevent damage in transit. Unless the return is due to a Supplux error or a warranty issue, the Buyer is responsible for return shipping costs. Upon receipt of the returned goods and verification that they meet the return conditions, Supplux will process the refund (minus any applicable restocking fees) to the Buyer’s original payment method. Please allow a reasonable processing time for the refund once Supplux has received the returned items.
  • Non-Returnable Items: Any items marked as non-returnable at the time of sale (for example, clearance items or special sale terms) cannot be returned. Additionally, as stated above, custom-manufactured products are not eligible for return under any circumstances. If a non-returnable product arrives damaged or incorrect, the Buyer should report it to Supplux immediately so that a remedy can be determined (see Warranty section below for defective products).

5. Warranty and Disclaimer

  • Limited Product Warranty: Supplux stands behind the quality of the products it sells. Supplux may provide a limited warranty on certain products (or pass through to the Buyer any applicable manufacturer’s warranty). The specific warranty terms and duration may vary by product; for example, many LED lighting products carry a manufacturer’s warranty against defects (often one (1) year, or up to five (5) years for some components) from the date of shipment. Details of any product-specific warranty will be made available to the Buyer either on the product page or upon request. In general, under any such warranty, Supplux will, at its option, repair or replace a product that is found to be defective in materials or workmanship within the warranty period, or refund the purchase price of that product. This remedy is the Buyer’s exclusive remedy for warranty claims.
  • Warranty Conditions: The limited warranty applies only to defects arising under normal use and service of the product, and does not cover issues caused by: misuse, abuse, incorrect installation, modification or alteration of the product, neglect, accident, or external factors (such as power surges or environmental conditions not within the product’s specifications). Any warranty claim must be submitted to Supplux with reasonable detail and, if requested, with proof of purchase and possibly returning the defective product for evaluation. Supplux will not be responsible for labor costs or any other costs incurred in the troubleshooting, removal, or reinstallation of products.
  • Disclaimer of Other Warranties: Except for the express warranties stated in this document (or any express written warranty provided for a specific product), Supplux makes no other guarantees or warranties, express or implied, regarding the products. To the fullest extent permitted by law, all implied warranties or conditions, including but not limited to implied warranties of merchantability or fitness for a particular purpose, are hereby disclaimed. Supplux provides the products on an “as is” basis outside of the limited warranty terms expressly provided above.
  • Disclaimer of Certain Damages: In addition to the above warranty disclaimer, Supplux does not guarantee that the products will be suitable for the Buyer’s particular project or usage beyond the specifications provided. Any recommendations by Supplux (such as lighting design suggestions) are for the Buyer’s consideration only and do not constitute a guarantee. Supplux shall not be liable for any indirect or consequential damages resulting from product use, such as any injury, damage, or loss arising from the installation or use of the products (see also Limitation of Liability below).

6. Other Terms

  • Limitation of Liability: To the maximum extent permitted by applicable law, Supplux’s liability to the Buyer for any claim arising out of or relating to any product or transaction under these Terms shall be limited to the amount actually paid by the Buyer for the product(s) giving rise to the claim. In no event will Supplux or its affiliates be liable for any indirect, incidental, special, or consequential damages of any kind, including but not limited to lost profits, loss of business, loss of revenue, or downtime costs, even if advised of the possibility of such damages. This limitation of liability applies to any claim whether in contract, tort, equity, or any other theory. The Buyer acknowledges that the pricing of products reflects this allocation of risk and the limitation of liability described herein.
  • Force Majeure: Supplux shall not be held responsible for any delay or failure in performance of any obligation under these Terms if such delay or failure is caused by a Force Majeure event, which includes events beyond Supplux’s reasonable control. Such events include, but are not limited to, natural disasters (e.g. earthquakes, floods, hurricanes), fires, acts of government or regulatory authorities, war, terrorism, labor strikes or disputes, global or regional pandemics, supply chain disruptions, transportation or shipping delays, power or utility outages, or any other event that is unforeseeable and outside the control of Supplux. If a Force Majeure event occurs, Supplux’s obligations will be suspended for the duration of the event and will resume as soon as performance can reasonably continue. No liability shall result from Supplux’s nonperformance or delay in performance due solely to a Force Majeure event. Supplux will make reasonable efforts to notify the Buyer of such events and their expected impact. If the Force Majeure event continues for an extended period (for example, more than 60 days), Supplux and the Buyer will discuss possible modifications or cancellation of the order without penalty.
  • Governing Law: All matters arising out of or relating to these Terms and any sales of products hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. These Terms are deemed to be made and performed in Ontario, and the parties agree that the U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply to this agreement.
  • Dispute Resolution and Jurisdiction: The parties agree to attempt in good faith to resolve any dispute or claim arising out of or in connection with these Terms through negotiation. If a dispute cannot be resolved amicably, it shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada. The Buyer and Supplux consent to the personal jurisdiction of such courts for the purposes of litigating any such dispute. Notwithstanding the foregoing, nothing in these Terms prevents Supplux from seeking injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information.
  • No Waiver: If Supplux fails to enforce any provision of these Terms or delays in exercising any right or remedy, this shall not constitute a waiver of Supplux’s rights to enforce that provision (or any other provision) at a later time. Any waiver of rights by Supplux must be explicit and in writing to be effective.
  • Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, and if no such modification is possible, it shall be severed from these Terms. All other provisions of these Terms shall remain in full force and effect and shall not be affected by the invalidity of any single provision.
  • Entire Agreement: These Terms, together with any Supplux sales order, invoice, or purchase agreement referencing these Terms, constitute the entire agreement between Supplux and the Buyer with respect to the sale of products. They supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, or communications, whether written or oral, regarding the same subject matter. The Buyer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of Supplux that is not expressly set out in these Terms.
  • Amendments: Supplux reserves the right to update or modify these Standard Terms and Conditions of Sale from time to time. Any changes will not retroactively affect any orders that have already been accepted but will apply to new orders or transactions going forward. The current version of the Terms will be made available on Supplux’s website or upon request. It is the Buyer’s responsibility to review the Terms periodically. By continuing to place orders with Supplux, the Buyer agrees to the then-current Terms.
  • Headings: The section headings used in this document are for convenience and reference only. They do not form part of these Terms and shall not affect the interpretation of any provisions.

By submitting a purchase order or buying products from Supplux, the Buyer confirms acceptance of these Standard Terms and Conditions of Sale. Both Supplux and the Buyer agree to act in good faith and in compliance with all applicable laws in the performance of their respective obligations under these Terms. Should you have any questions about these Terms, please contact Supplux for clarification before placing an order.