LUMIRING INC. TERMS AND CONDITIONS OF SALE, LIMITED WARRANTY, LIMITED LIABILITY, AND LIMITED LICENSE
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DEFINITIONS
"Company," "we," "us," or "our" means Lumiring Inc., a New York corporation.
"Buyer," "you," or "your" means the person or entity that purchases, orders, receives, installs, uses, or resells any Company product, and any installers, integrators, system designers, property owners, system operators, distributors, resellers, contractors, agents, or other persons who purchase, handle, install, configure, maintain, or use Company products through, under, or in connection with Buyer's order.
"Product" or "Equipment" means any hardware, device, component, accessory, firmware, embedded software, or related item manufactured, supplied, or sold by Company.
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Company products are intended and sold solely for professional installation and commercial, industrial, institutional, or business access-control use. Products are designed to be selected, installed, configured, and commissioned only by qualified professionals. Buyer is responsible for ensuring that any person who installs, configures, or commissions a Product is qualified, properly licensed, and competent to do so. By purchasing, ordering, installing, configuring, or using any Product, Buyer represents and warrants that it is acquiring and using the Product for commercial, professional, industrial, institutional, or business purposes and not as a consumer or for personal, family, or household use.
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All sales, quotations, orders, and deliveries are subject to these Terms and Conditions. Any terms contained in any purchase order, acknowledgment, confirmation, or other communication from Buyer that are additional to or different from these Terms and Conditions are rejected by Company unless expressly accepted in writing by an authorized Company representative. Company's acceptance of any order or purchase order is expressly made conditional on Buyer's assent to these Terms and Conditions.
Buyer's submission of an order or purchase order, acceptance of a quotation, payment, acceptance of delivery, installation, configuration, or use of any Product constitutes acceptance of these Terms and Conditions.
Any person who places an order, pays, installs, configures, or uses any Product on behalf of Buyer represents and warrants that they have authority to bind Buyer to these Terms and Conditions.
No modification, amendment, waiver, or other change of these Terms and Conditions shall be binding on Company unless expressly accepted in writing by an authorized Company representative. No course of dealing, custom, trade usage, or course of performance shall modify or supplement these Terms and Conditions.
No oral statement, representation, promise, or assurance by any employee, agent, representative, or affiliate of Company creates any obligation, warranty, or liability for Company unless confirmed in writing by an authorized Company representative.
Company may update these Terms and Conditions at any time. The version in effect at the time of Buyer's order governs that order.
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Quotations are valid for thirty (30) days from the date of quotation unless otherwise specified. All orders are subject to acceptance and approval by Company. Company reserves the right to decline any order.
Company reserves the right to modify Product specifications, features, components, materials, design, or documentation at any time without notice and without obligation to incorporate such changes into previously shipped Products. Company may discontinue any Product at any time without notice or liability.
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All prices are in United States Dollars and are subject to change without notice. Company reserves the right to adjust prices to reflect changes in cost, specifications, quantities, delivery, or other factors, with or without notice.
All pricing, discounts, and commercial terms provided by Company are confidential. Buyer may not disclose Company's pricing or discount terms to any third party without Company's prior written consent.
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All prices are exclusive of, and Buyer is responsible for, all taxes, duties, customs fees, import fees, VAT, sales and use taxes, excise taxes, tariffs, brokerage fees, customs clearance charges, shipping and freight, insurance, currency conversion fees, and any other governmental or third-party charges of any nature imposed on or incurred in connection with the sale, shipment, import, export, delivery, or use of Products.
Such charges are governmental or third-party costs. They are not products or services provided, controlled, marked up, or warranted by Company. All such charges are the sole responsibility of Buyer and are non-refundable except to the extent Company is legally required to refund or credit amounts collected directly by Company. Company does not reimburse any such charges paid by Buyer and has no liability for their amount, availability, performance, or outcome.
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Payment terms are as stated on the invoice or quotation. If no terms are stated, payment is due in full prior to shipment. If Buyer fails to make any payment when due, Company may charge interest on unpaid amounts at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, and may suspend or cancel any order, withhold shipment, or require payment in advance before proceeding. If Buyer defaults on any payment, the entire unpaid balance becomes immediately due and payable. Buyer is responsible for all collection costs, attorneys' fees, and expenses incurred by Company in collecting amounts owed.
If Company discovers Buyer to be insolvent, Company may stop delivery of Products in transit, refuse to deliver except for cash, and reclaim Products delivered within the time permitted by applicable law. Company may resell any Products withheld or reclaimed and apply the proceeds to amounts owed by Buyer.
Company retains a security interest in all Products until payment in full of all amounts owed. Buyer grants Company a purchase-money security interest in all Products sold under these Terms and Conditions and agrees to execute any documents reasonably requested by Company to perfect such interest. Buyer authorizes Company to file financing statements and any related documents necessary to perfect or evidence Company's security interest without Buyer's signature where permitted by law.
Buyer may not withhold, offset, deduct, or set off any amount owed to Company against any claim, dispute, counterclaim, or alleged credit without Company's prior written consent. All payments are due regardless of any pending warranty claim, return request, dispute, or other matter.
Time is of the essence for all payment obligations. Partial payment of any invoice or order does not satisfy any other invoice, order, or portion of an order. Payment of one portion of a split or multi-part invoice does not discharge any unpaid portion, and any unpaid portion constitutes a payment default, regardless of which portion was paid. Company may apply any payment received to any amounts owed by Buyer in any order Company determines in its sole discretion, regardless of any designation by Buyer. Any amount owed by Buyer on any invoice, order, or account constitutes a default permitting Company to exercise all remedies under these Terms and Conditions across all of Buyer's invoices, orders, accounts, products, and services, not only the invoice or order to which the unpaid amount relates.
Credit card payments are accepted at Company's sole discretion. Company may require identity verification, 3-D Secure authentication, signed card authorization, ACH, wire transfer, certified funds, or other cleared payment before shipment.
Buyer shall not initiate, request, maintain, or assist any chargeback, payment reversal, payment dispute, or offset without first complying with the process in Section 25. Any chargeback, reversal, or dispute initiated in violation of this provision constitutes a material breach. A chargeback or payment reversal does not cancel, reduce, or suspend Buyer's contractual obligation to pay. Buyer remains liable for the full invoice amount, any disputed or reversed amount, processor fees, chargeback fees, bank fees, evidence-preparation costs, collection costs, attorneys' fees, and interest. Company may suspend shipments, support, warranty service, RMA processing, repairs, replacements, cloud and software access, account access, and future orders until all amounts owed are paid in full. If any card issuer or card network resolves a chargeback against Company, Buyer's debt remains due and owing unless a court of competent jurisdiction finally determines otherwise.
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Products ship from the United States. All shipments are FOB shipping point. Risk of loss and title pass to Buyer upon delivery to the carrier. Shipping dates are estimates only and are not guaranteed. Company is not liable for any delay in delivery, however caused.
Company may make delivery in installments. Each installment may be separately invoiced and must be paid when due per invoice, without regard to subsequent deliveries. Delay or defect in any installment does not entitle Buyer to cancel remaining installments.
Claims for loss of or damage to Products in transit must be made by Buyer to the carrier. Company is not responsible for carrier performance, routing, damage in transit, or delivery failures.
Claims for Company shipment error, including wrong item, shortage, or packing error, must be made to Company. Buyer must inspect each shipment and report any visible damage, shortage, shipment error, wrong item, or discrepancy to Company in writing within seven (7) days after delivery, and must provide photos, packing materials, packing slip, serial numbers, and tracking information if requested. Failure to inspect and report within seven (7) days constitutes acceptance by Buyer and waiver of all such claims. Buyer may not withhold payment, deduct, offset, or initiate any chargeback based on any shipping, shortage, or shipment-error claim.
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Company warrants new Products manufactured by Company to be free from defects in materials and workmanship for a period of one (1) year from the date of shipment by Company. This warranty extends only to the original purchaser that acquired the Product directly from Company or from an authorized reseller through the authorized channel, as determined by Company from its records, and only for the installation in which the Product was originally installed. This warranty is not transferable to any subsequent purchaser, owner, or user, or to any other installation or location. Buyer is solely responsible for determining whether any Product is suitable for Buyer's requirements, application, and use case before purchase and deployment.
For Products sold to an authorized distributor under separate written distributor terms accepted by the distributor, whether by a Distributor Agreement signed by Company or by distributor terms referenced on a Company invoice, only the warranty timing expressly modified in those distributor terms controls; all other terms of this Section 8, including exclusions, RMA requirements, remedies, unpaid-balance rights, and limitations, continue to apply. Any distributor-specific claim grace period affects only claim-submission eligibility and does not extend, restart, toll, or create any separate warranty period, future-performance warranty, or limitations period.
The warranty period for any Product runs from Company's original shipment date and is not extended, restarted, or enlarged by any resale, transfer, or by the termination of any reseller or distributor relationship. Termination of any reseller or distributor relationship does not, by itself, void warranty coverage otherwise valid under this Section for Products shipped by Company before termination. This paragraph governs only the warranty period and survival of otherwise-valid coverage; it does not transfer the warranty or expand who may hold or claim it, and the non-transferability and original-purchaser limitations stated above continue to apply in all cases.
Any replacement Product provided under this warranty is warranted only for the remainder of the original warranty period or ninety (90) days from shipment of the replacement, whichever is shorter.
This warranty does not apply to: normal wear and tear; defects arising from Buyer's specifications, drawings, or designs; Products operated beyond rated capacity or not in accordance with documentation; Products subjected to improper installation, improper wiring, improper grounding, incorrect voltage, reverse polarity, surge, lightning, water intrusion, moisture, extreme temperature, physical damage, abuse, misuse, neglect, unauthorized modification, unauthorized repair, or use outside rated conditions; Products installed, maintained, or stored improperly; Products subjected to other than normal use; Products where Buyer's failure to install a firmware update made available by Company caused or contributed to the alleged defect, or prevented Company from evaluating the alleged defect; or components not manufactured by Company.
This warranty is void in its entirety if any Product has been opened, repaired, serviced, altered, modified, or tampered with beyond normal installation, configuration, and maintenance permitted by Company's documentation, by any person or entity other than Company, Company's authorized service representative, or Buyer's qualified installer acting in accordance with Company's documentation. Company reserves the right to refuse warranty service if Buyer has any unpaid invoices or outstanding balance owed to Company.
Buyer's exclusive remedy and Company's sole obligation under this warranty is, at Company's sole option, repair or replacement of the defective Product. Buyer is responsible for all costs of removing, returning, reinstalling, shipping, and any other expenses related to warranty service.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, ALL PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." COMPANY DOES NOT WARRANT THAT ANY PRODUCT WILL MEET BUYER'S REQUIREMENTS, PRODUCE ANY SPECIFIC RESULTS OR OUTCOMES, PREVENT OR DETECT UNAUTHORIZED ACCESS, PROVIDE ADEQUATE WARNING OR PROTECTION AGAINST PERSONAL INJURY OR PROPERTY LOSS, OR OPERATE WITHOUT INTERRUPTION OR ERROR. TO THE EXTENT ANY IMPLIED WARRANTIES CANNOT BE FULLY EXCLUDED UNDER APPLICABLE LAW, ALL SUCH IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD STATED ABOVE. No description, specification, sample, model, demonstration, datasheet, marketing material, or statement by Company or its agents creates any express warranty unless confirmed in a writing signed by an authorized Company representative.
No person, agent, distributor, reseller, dealer, installer, integrator, or representative is authorized to assume for Company any liability or obligation in connection with the sale, installation, or use of any Product beyond what is expressly stated in this Section 8.
Company disclaims any representation that it will be able to repair or replace any Product without risk to or loss of data, configurations, settings, credentials, or programming stored therein. Buyer is solely responsible for backing up all data and configurations before submitting any Product for warranty service.
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No Product may be returned without prior written RMA authorization from Company. An RMA is an authorization to return a Product for the limited purpose stated in the authorization and does not by itself guarantee warranty coverage, refund, credit, repair, or replacement. Issuance of an RMA does not admit any defect, nonconformity, warranty coverage, liability, or obligation. Buyer must complete all troubleshooting steps required by Company at its sole discretion before any RMA will be considered.
9A. NON-DEFECTIVE RETURNS FOR CREDIT
Buyer has no automatic right to return any Product. Non-defective returns are accepted only at Company's sole discretion. Any request to return a non-defective Product for credit must be submitted within thirty (30) days of the shipment date.
To be eligible for consideration, the Product must be unused, uninstalled, unpowered, unconfigured, unmodified, complete, current, standard, non-obsolete, and in its original undamaged packaging with all accessories, documentation, and components.
All authorized non-defective returns are subject to a restocking and handling fee of twenty percent (20%) of the original invoice price before any discounts or credits. Original shipping, duties, taxes, and fees are non-refundable.
Any credit is issued only after Company receives, inspects, and approves the returned Product, and only in the form of credit. Company may deny, reduce, or refuse credit for any condition issue, missing item, packaging damage, evidence of use or installation, obsolescence, testing, repackaging, repair, administrative cost, or any other reason determined by Company. No refund or credit is owed or implied unless and until Company approves it following inspection.
9B. WARRANTY RMA EVALUATION
Any request for warranty service must be submitted during the applicable warranty period and promptly after Buyer discovers, or reasonably should have discovered, the alleged defect. A warranty RMA is for evaluation only. A warranty RMA does not admit any defect, warranty coverage, liability, or obligation to refund, credit, replace, or repair.
Buyer must complete all troubleshooting required by Company and must provide proof of purchase, serial numbers, firmware version, photographs, logs, wiring details, installation conditions, configuration details, and test results if requested. Failure to provide requested information or to complete required troubleshooting permits Company to deny or close the RMA. Company's determination of whether a claim is timely, complete, covered, or supported by adequate documentation is within Company's reasonable discretion exercised in good faith, and is final except in the case of bad faith.
No refund or credit is provided for any warranty claim unless Company expressly approves it in writing. Company may require warranty claims, support requests, and RMA submissions to be submitted through the authorized seller, distributor, reseller, or original purchasing account through which the Product was purchased.
9C. RMA EXPIRATION
RMA authorizations expire thirty (30) days after issuance. Company may specify a shorter deadline in the RMA authorization. Any Product not received by Company before the RMA expires may be refused, returned to Buyer at Buyer's expense, stored at Buyer's expense, treated as an unauthorized return, or, after reasonable notice to Buyer, disposed of at Buyer's expense.
9D. RMA AND WARRANTY SHIPPING AND COSTS
Buyer pays all return shipping, insurance, duties, taxes, customs, and brokerage, and bears all risk of loss, in all directions, unless Company expressly agrees otherwise in writing. Company does not reimburse removal, reinstallation, labor, travel, field service, downtime, replacement equipment, or related costs.
If Company determines that a Product is not defective, is outside the warranty period, was damaged by Buyer, was improperly installed, was modified, was misused, or is otherwise excluded from warranty, Buyer pays all inspection, testing, repair, repackaging, handling, storage, and return-shipping charges.
Unauthorized returns will be refused at Buyer's expense. As provided in Section 1, these Terms apply exclusively to commercial and professional buyers; no consumer return rights apply.
9E. ADVANCE REPLACEMENT
Advance replacement, where Company ships a replacement Product before receiving the original, is offered solely at Company's discretion and may require a purchase order, prepayment, deposit, or credit card authorization or hold. Buyer must return the original Product within the period specified by Company. If the original Product is not received within that period, or is determined not to be covered under warranty, Buyer is charged the full price of the replacement Product plus all shipping and related costs, as a separate contractual charge not subject to the limitation of liability in Section 15. Advance replacement does not admit any defect, warranty coverage, liability, or obligation.
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Products are access-control components. Products are not complete access-control systems, life-safety devices, fire alarms, emergency egress devices, monitoring services, guard services, insurance products, or UL 294-listed system units.
Installation, system design, equipment selection, fail-safe and fail-secure configuration, code compliance, AHJ approval, testing, and ongoing maintenance are the sole responsibility of Buyer, installer, integrator, and system designer. Buyer is solely responsible for ensuring that installation is performed by qualified, licensed, and certified personnel, and for determining and obtaining any licenses, certifications, listings, approvals, or qualifications required for the Product's installation and use in Buyer's jurisdiction and application.
Products must not be used as the sole mechanism for critical entry, exit, barrier, elevator, gate, or emergency egress control without alternate access means and applicable code approval.
Wireless communication may be affected by RF interference, jamming, distance, obstacles, and site conditions. Range and performance are site-dependent and not guaranteed. Products must not be used as the sole communication path for life-safety or emergency-egress functions.
Company does not design, approve, inspect, certify, test, validate, supervise, control, or assume responsibility for Buyer's premises, installation, system design, hardware selection, wiring, power, network, configuration, access rules, emergency procedures, or code compliance.
Company is not an insurer. Products are not a substitute for insurance, monitoring services, guard services, emergency response, or other security measures. No Product can guarantee security, prevent unauthorized access, or eliminate risk. Buyer assumes all risk arising from Buyer's selection, installation, configuration, operation, reliance on, or use of Products.
Company makes no representation or warranty that any Product holds, meets, or complies with any particular certification, listing, standard, or approval unless expressly stated in writing by Company. Buyer is responsible for verifying that any Product is appropriate and approved for Buyer's intended use, jurisdiction, and application.
Buyer is solely responsible for compliance with all applicable federal, state, local, and international laws, codes, regulations, standards, and requirements applicable to Buyer's purchase, installation, configuration, operation, and use of Products, including building codes, fire codes, electrical codes, ADA requirements, OSHA requirements, and AHJ approvals.
Any claim arising from or related to the matters in this Section is subject to the limitation of liability in Section 15 and the indemnification in Section 16.
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Default credentials are for initial setup only and must be changed before deployment. Buyer, installer, and operator are solely responsible for device security, credential management, network security, and access control.
COMPANY IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY ISSUES, FAILURES, UNAVAILABILITY, DELAY, DATA LOSS, OR SECURITY INCIDENTS ARISING FROM OR RELATED TO: (A) CYBERATTACK, HACKING, RANSOMWARE, MALWARE, OR UNAUTHORIZED ACCESS; (B) THE PUBLIC INTERNET, CELLULAR NETWORKS, OR ANY COMMUNICATIONS NETWORK; (C) DATA, SOFTWARE, HARDWARE, SERVICES, TELECOMMUNICATIONS, INFRASTRUCTURE, OR NETWORKING EQUIPMENT NOT PROVIDED BY COMPANY, OR ACTS OR OMISSIONS OF THIRD PARTIES NOT UNDER COMPANY'S CONTROL; (D) BUYER'S NEGLIGENCE, OR THE NEGLIGENCE OF ANY USER, OR THE FAILURE OF ANY BUYER OR USER TO FOLLOW COMPANY'S DOCUMENTATION OR SECURITY RECOMMENDATIONS; (E) LOSS OR CORRUPTION OF DATA; (F) UNAUTHORIZED ACCESS VIA BUYER'S OR ANY USER'S CREDENTIALS; OR (G) BUYER'S FAILURE TO USE COMMERCIALLY REASONABLE ADMINISTRATIVE, PHYSICAL, AND TECHNICAL SAFEGUARDS TO PROTECT ITS SYSTEMS, NETWORK, OR DATA.
Buyer must notify Company promptly upon becoming aware of any security incident, compromise, or unauthorized access involving any Product. Failure to provide timely notice bars Buyer from asserting any related claim against Company to the extent the failure prejudiced Company or impaired Company's ability to investigate, mitigate, or respond.
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Firmware updates may change device behavior. Buyer is responsible for testing the complete system after any update before returning it to service. Do not interrupt firmware updates. Company is not liable for any consequence of firmware updates, failed updates, interrupted updates, or failure to update. Company has no obligation to develop, release, maintain, or continue providing firmware updates for any Product at any time.
Any firmware update, software update, patch, upgrade, new build, enhancement, or any support, service, or assistance is conditioned on Buyer's account being current and all amounts owed to Company being paid in full. Company may withhold or suspend any of the foregoing while any amount owed by Buyer remains unpaid.
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Integration with third-party platforms, readers, locks, controllers, software, and services requires Buyer-side configuration via documented APIs. Compatibility with third-party products depends on third-party manufacturer implementation and is Buyer's responsibility to verify. Company is not responsible for third-party product compatibility, changes, availability, functionality, or performance. Company may modify, restrict, deprecate, or discontinue any API, protocol, or interface at any time without notice or liability. Discontinuation or modification of any API, protocol, or interface is not a defect and is not covered under the warranty in Section 8.
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A separate written agreement signed by an authorized Company representative that expressly overrides these Terms and Conditions controls to the extent of the conflict.
Otherwise, these Terms and Conditions control all commercial and legal terms, including warranty, liability, indemnity, returns, payment, risk allocation, venue, and license, except that distributor warranty timing authorized under Section 8 controls as provided in that Section.
Current technical documentation controls technical specifications and operating instructions only.
Marketing materials, website content, sales communications, pre-sale correspondence, demonstrations, datasheets, FAQs, and support communications do not create any warranty and do not override these Terms and Conditions unless expressly confirmed in a writing signed by an authorized Company representative.
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During the warranty period, Company's sole obligation with respect to any Product is repair or replacement as stated in Section 8. No other support, service, update, upgrade, or assistance is owed or implied. To the maximum extent permitted by law, in no event shall Company's total liability arising from or related to any Product, whether based on contract, tort, negligence, strict liability, statute, warranty, indemnity, or any other theory, exceed the purchase price actually paid by Buyer for the specific Product giving rise to the claim.
Upon expiration of the warranty period, all warranty obligations of Company terminate. Any support, service, firmware, or assistance provided by Company after the warranty period is provided as a courtesy only, without warranty or liability of any kind. The limitation of liability, damage exclusions, claim deadline, indemnification, governing law, venue, jury waiver, class action waiver, and all other limitations in these Terms and Conditions survive and continue to apply after the warranty period.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOCKOUT, SECURITY BREACH, LABOR COSTS, REMOVAL COSTS, REINSTALLATION COSTS, REPLACEMENT COSTS, OR CLAIMS OF BUYER'S CUSTOMERS, WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The exclusion of consequential, incidental, and other damages stated above is independent of, and survives, any failure of the limited repair-or-replacement remedy of its essential purpose.
Nothing in this limitation of liability excludes or limits Company's liability for fraud, intentional misrepresentation, willful injury, gross negligence, or willful misconduct, or for any other liability that cannot be excluded or limited under applicable law. The limitations in this Section apply to the maximum extent permitted by law to all other liability.
These limitations apply to claims brought by Buyer and to claims brought by Buyer's customers, installers, integrators, end users, property owners, tenants, employees, contractors, visitors, insurers, subrogated parties, successors, assigns, or any third party claiming through, under, or in connection with Buyer, Buyer's premises, or Buyer's use of Products.
COMPANY SHALL HAVE NO LIABILITY FOR ANY DAMAGES OR INJURIES ARISING FROM SERVICES PROVIDED BY BUYER TO ITS CUSTOMERS, INCLUDING SERVICES PERFORMED BY BUYER ON PRODUCTS SOLD HEREUNDER, NOR SHALL COMPANY BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO ANY PRODUCTS OR SERVICES PROVIDED BY BUYER.
To the maximum extent permitted by law, Buyer may bring claims only on an individual basis and not as a plaintiff, claimant, representative, or class member in any class, collective, consolidated, representative, or similar action.
Nothing in this Section limits, reduces, or expands any specific exclusion or disclaimer of liability stated elsewhere in these Terms and Conditions, including the cybersecurity exclusions in Section 11. Where a specific exclusion applies, that exclusion governs.
Buyer's payment obligations, including invoices, reversed payments, chargebacks, fees, interest, collection costs, attorneys' fees, replacement charges, repair charges, shipping charges, taxes, duties, and other amounts owed to Company, are independent contractual obligations and are not damages subject to the limitation of liability in this Section.
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Buyer agrees to defend, indemnify, and hold harmless Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to the possession, sale, resale, installation, configuration, use, or misuse of any Product, Buyer's premises, Buyer's system design, Buyer's access-control decisions, or Buyer's failure to comply with applicable laws, codes, or regulations, including claims arising from Company's own negligence, to the fullest extent permitted by law, and where any applicable law (including New York General Obligations Law §5-322.1) limits indemnification of Company for its own negligence, this indemnity applies to the maximum extent such law permits, except only to the extent finally determined by a final, non-appealable judgment of a court of competent jurisdiction to have been caused by Company's own fraud, intentional misrepresentation, willful injury, gross negligence, or willful misconduct.
Company may, at Buyer's expense, assume control of the defense and settlement of any claim subject to indemnification. Buyer's indemnification obligation applies to all amounts incurred by Company, including any settlement amount, judgment, defense costs, and attorneys' fees, regardless of the amount, terms, or strategy of any settlement or defense decision made by Company, and Buyer waives any right to challenge the reasonableness of any settlement entered or defense conducted by Company. This waiver remains subject to the exception stated above. Buyer may not settle, compromise, admit liability, or resolve any claim in a manner that imposes any obligation or liability on Company without Company's prior written consent.
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Products may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations (EAR). Export, re-export, transfer, or use contrary to applicable law is prohibited. Buyer is responsible for compliance with all applicable export, import, customs, and other trade-control laws and regulations.
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All specifications, drawings, designs, data, firmware, software, methods, and inventions developed by Company remain Company's sole property. Buyer receives a limited, non-exclusive, non-transferable license to use embedded firmware and software solely in connection with the Product in which it is installed, solely for the Product's intended purpose. Buyer may not reverse engineer, decompile, copy, modify, distribute, sublicense, or extract source code from any Company firmware or software. This license terminates immediately if Buyer breaches these Terms and Conditions. (See Section 12 regarding firmware updates and Company's obligations.)
No license or right is granted to use any Company name, mark, logo, trade name, product image, photograph, datasheet, marketing material, product claim, domain name, or social media identifier, except as expressly authorized in writing by Company.
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Company is not liable for any failure, delay, or inability to perform caused by circumstances beyond Company's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, embargoes, sanctions, labor disputes, power failures, internet failures, network failures, cyberattacks, supply-chain disruptions, pandemics, or shortages of materials, components, labor, or transportation.
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Buyer may not assign, transfer, or delegate any rights or obligations under these Terms and Conditions without Company's prior written consent. Company may assign these Terms and Conditions at any time without notice or consent, including in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment by Buyer in violation of this section is void.
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No order may be cancelled by Buyer without the prior written consent of Company. Once shipment, procurement, manufacturing, configuration, customization, or special-order processing has begun, an order may be noncancelable. After shipment has begun, cancellation does not create any return right and may be treated as a discretionary non-defective return request only if Company agrees, subject to Section 9A. Company's consent to any cancellation may be conditioned on Buyer's payment of cancellation charges and restocking fees determined by Company at its sole discretion, which may include up to one hundred percent (100%) of the order value.
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Only authorized sellers, resellers, distributors, and dealers approved by Company in writing may resell Products. Buyer may not resell Products through any channel not expressly authorized in writing by Company. Products sold through unauthorized channels receive no warranty, support, firmware updates, or cloud service access, unless Company expressly agrees otherwise in writing. This does not void warranty coverage otherwise valid for Products solely because an authorized reseller or distributor later ceases to sell Products or ceases to be authorized, provided the Product was sold in-channel.
Two distinct cases apply and never overlap. (a) Out-of-channel sale: where a Product is sold outside the authorized channel or otherwise leaves the authorized chain of distribution, that Product receives no warranty, support, firmware updates, or cloud service access, because the Product is out-of-channel. (b) Policy violation by an authorized party: where a party that remains authorized by Company breaches an advertised-price, MAP, brand-use, or marketing policy, the sole consequence is commercial, through loss of discounts, leads, authorized status, marketing support, or future supply; such a policy violation, by itself, does not void or affect warranty coverage for in-channel Products. The "does not void or affect warranty" rule in case (b) applies only to a policy violation by a still-authorized party and never to an out-of-channel sale under case (a). Buyer remains free to determine its actual resale prices.
No reseller, distributor, dealer, installer, integrator, contractor, agent, employee, or representative may approve returns, waive restocking fees, issue credits, create refund rights, expand or modify the warranty, modify these Terms and Conditions, or otherwise bind Company, unless expressly authorized in writing by an authorized Company representative. Any promise, representation, or commitment made by any such party that exceeds these Terms and Conditions does not bind Company.
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If reasonable grounds for insecurity arise regarding Buyer's ability or willingness to perform any obligation under these Terms and Conditions, including payment, Company may in writing demand adequate assurance of performance and may suspend any performance, shipment, or support until such assurance is received. If Buyer fails to provide adequate assurance within fifteen (15) days of demand, Company may treat such failure as a repudiation of the order. This Section is in addition to, and does not limit, condition, or delay, Company's immediate rights under Section 6 upon any payment default; Company may exercise its Section 6 remedies without issuing any demand or waiting any period under this Section.
If Company tenders any Product that does not conform to the order, Company shall have the right to cure by delivering conforming Product within a reasonable time, provided Company gives Buyer timely notice of its intent to cure. Buyer may not reject any delivery, cancel any order, or seek any remedy without first providing Company a reasonable opportunity to cure. Warranty claims and alleged Product defects are handled exclusively under Sections 8 and 9.
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Company's AllDoors Online cloud-based access-control software, if used in connection with Products, is a separate service governed by the AllDoors Terms of Service and Privacy Policy. These Terms and Conditions do not govern AllDoors. Nothing in this Section limits Company's right under these Terms and Conditions to suspend shipments, support, warranty service, RMA processing, software access, cloud access, account access, or other performance for unpaid amounts owed to Company.
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These Terms and Conditions are governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and does not apply.
For any dispute arising from or related to these Terms and Conditions or any Product:
Buyer consents to the exclusive jurisdiction and venue of the state and federal courts located in Erie County, New York.
To the maximum extent permitted by law, Buyer waives any right to a jury trial.
To the maximum extent permitted by law, any claim must be commenced within one (1) year after the cause of action accrues, regardless of when the defect or damage is discovered. For any warranty claim timely submitted under Sections 8 and 9, including distributor warranty timing authorized under Section 8 and set in applicable Distributor Terms, suit must be commenced within the later of (a) one (1) year after the cause of action accrues, or (b) sixty (60) days after Company's denial of that timely-submitted claim, but no later than eighteen (18) months after Company's shipment of the Product. Notwithstanding the eighteen-month cap, where either Company denies a timely-submitted claim after that eighteen-month date or Buyer gives the pre-suit notice required in this Section 25 within the final sixty (60) days before that cap, suit may be commenced within sixty (60) days after the later of that denial or that notice, and not otherwise; this provision applies only in those circumstances and does not otherwise extend any period. Any claim not brought within the applicable period is permanently barred.
Before commencing any legal action or proceeding, or initiating any chargeback, payment reversal, payment dispute, or offset, Buyer must provide Company with written notice describing the claim in reasonable detail and allow Company sixty (60) days to respond and attempt to resolve the matter. Company's failure to respond within sixty (60) days does not constitute acceptance of, or agreement to, any claim, and does not waive any of Company's rights or defenses. Failure by Buyer to provide such notice is grounds for dismissal or stay of any action.
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If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, it shall be modified, reformed, or limited to the minimum extent necessary to make it enforceable while preserving the maximum protection for Company permitted by law, and the remaining provisions remain in full force and effect to the maximum extent permitted by law.
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Company's failure to enforce any provision does not constitute a waiver of that provision or any other provision. No waiver is effective unless in writing and signed by an authorized Company representative.
No course of dealing, course of performance, trade usage, or Company's acceptance of any late, nonconforming, partial, or informal submission, claim, payment, or performance establishes a waiver of, or modifies, any deadline, condition, requirement, or remedy. Any accommodation extended by Company in any instance is discretionary, applies only to that instance, and does not obligate Company to extend the same or any accommodation in any other instance.
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These Terms and Conditions constitute the entire agreement between Company and Buyer regarding the sale of Products and supersede all prior or contemporaneous agreements, understandings, representations, or communications regarding Products, except where a separate written agreement signed by Company expressly states that it overrides these Terms and Conditions, or as expressly provided in Section 8 for authorized distributor warranty timing.
If these Terms and Conditions conflict with any website content, marketing material, proposal, quotation, invoice, purchase order, datasheet, product description, support communication, sales communication, pre-sale correspondence, demonstration, FAQ, knowledge-base article, or other communication, these Terms and Conditions control with respect to warranty, liability, indemnity, returns, risk allocation, and all other commercial terms, except that distributor warranty timing authorized under Section 8 controls as provided in that Section.
This document constitutes the complete Terms and Conditions, Limited Warranty, Limited Liability, and Limited License referenced on Company invoices and purchase documents.
Buyer acknowledges that it has not relied on any representation, promise, assurance, statement, sample, demonstration, or projection not expressly set forth in these Terms and Conditions, and that any reliance on any such extracontractual statement is unreasonable as a matter of law. This acknowledgment is a material inducement to Company's agreement to sell.
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Buyer shall pass through to its customers and any downstream party the limitations on Company's warranty and liability obligations contained in these Terms and Conditions, including Sections 8 and 15. Buyer shall not offer, promise, or create any warranty, representation, or obligation on behalf of Company, and shall not expand, enlarge, or modify Company's warranty or liability in any way. Buyer shall defend, indemnify, and hold Company harmless from any claim, liability, cost, or expense arising from Buyer's failure to pass through these limitations or from any warranty, representation, or obligation made by Buyer that exceeds these Terms and Conditions.
Except for Company and its officers, directors, employees, agents, and affiliates, and except to the extent prohibited by applicable law, these Terms and Conditions are for the benefit of Company and Buyer only and do not create any right, claim, or benefit enforceable by any customer, installer, integrator, user, property owner, tenant, visitor, insurer, or other third party. This limitation governs enforcement only; it does not expand, alter, or otherwise affect the scope of the warranty under Section 8.
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All provisions that by their nature should survive completion, cancellation, expiration, or termination of any order will survive, including provisions relating to warranty limitations, limitation of liability, indemnification, intellectual property, governing law, venue, jury waiver, class action waiver, and risk allocation.
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As between the parties, responsibility for U.S. federal equipment authorization for Products, including FCC Part 15 where applicable, rests with Company. This allocation states the parties' responsibility only; it does not assert, represent, or warrant the origin, place of manufacture, certification, or compliance status of any Product, and is subject to Sections 8, 10, 14, and 15.
In addition to Buyer's obligations under Section 10, Buyer is solely responsible for all product-labeling and chemical-exposure warning requirements (state, local, and foreign), including any applicable requirement such as California Proposition 65, and assumes all liability arising therefrom. Buyer's indemnification under Section 16 applies.
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CONTACT INFORMATION
Lumiring Inc. [email protected]
Legal notices must be sent to: Lumiring Inc. Attn: Legal Department 2379 Seneca Street, Suite 1 Buffalo, NY 14210
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END OF TERMS AND CONDITIONS OF SALE, LIMITED WARRANTY, LIMITED LIABILITY, AND LIMITED LICENSE Version 1.0