LUMIN FABRICS

TERMS AND CONDITIONS OF SALE

By opening a wholesale account with Lumin Fabrics, you agree to the following terms and conditions. 

    • By creating an account, applying for credit, or submitting any orders to Lumin Fabrics online or otherwise, you agree to comply with and be bound by these Terms and Conditions in their entirety.
    • You agree to conduct transactions with Lumin Fabrics by electronic means, and you agree that electronic acceptance of these Terms and Conditions creates a binding and enforceable contract.
    • There will be no returns, claims or allowances without prior written authorization from Lumin Fabrics.  You have fourteen (14) calendar days from the time of delivery to contact Lumin Fabrics with any issues as to the delivered product.  Failure to so contact Lumin Fabrics constitutes acceptance of the product and waiver of any purported defect in such product.
    • Any confirmed orders that are cancelled or returned are subject to restocking and remarketing fees of up to 20% of the value of the order, in Lumin Fabrics discretion and based on the specific circumstances of the order.
    • All past due amounts shall be subject to a service charge equal to the lesser of (i) 1.5% per month or (ii) the maximum rate permissible by law.
    • Credit will be extended at the sole discretion of Lumin Fabrics and after consideration of an application for credit, which shall include a credit check as described in the application.  Unless otherwise agreed by Lumin Fabrics, extension of credit will require the personal guaranty of an individual, acting for himself or herself or as the principal of a business entity. Your application for credit and Lumin Fabrics approval thereof shall thus constitute your personal guaranty of the obligation to make payment to Lumin Fabrics for any product delivered to you or your business entity. 
    • Customer shall reimburse Lumin Fabrics for all costs, fees and expenses (including without limitation attorney fees, process server fees and collection agency fees) incurred by Lumin Fabrics in collecting past due amounts, regardless of whether a lawsuit is filed.
    • LIMITATION OF LIABILITY. LUMIN FABRICS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LUMIN FABRICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THE PRODUCT PROVIDED BY LUMIN FABRICS, INCLUDING BUT NOT LIMITED TO USE OF OR INABILITY TO USE THE PRODUCT.
    • NO WARRANTY.  NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, IS GIVEN WITH RESPECT TO THE PRODUCT PROVIDED BY LUMIN FABRICS.
    • These Terms and Conditions are subject to change without notice, and your continuing ordering of product from Lumin Fabrics constitutes your agreement to the terms and conditions as revised.
    • These Terms and Conditions constitute the entire agreement between you and Lumin Fabrics and shall be treated as though they were agreed upon in San Diego, California, and the contract created thereby shall be deemed to be performed in San Diego, California.  
    • These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. The language in these Terms and Conditions shall be interpreted as to their fair meaning and not strictly for or against either party. 
    • All legal proceedings arising out of or in connection with these Terms and Conditions, and your ordering and use of product provided by Lumin Fabrics, shall be brought solely in the state and federal courts of California. Venue shall be in San Diego County, California.  You irrevocably submit to the exclusive jurisdiction, and the venue, of said courts and waive any objections thereto. You consent to extra-territorial service of process. 
    • Should any part of these Terms and Conditions be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. 
    • To the extent that anything in or associated with the ordering or delivery of product from Lumin Fabrics is in conflict or inconsistent with these Terms and Conditions, these Terms and Conditions shall take precedence. 
    • Lumin Fabrics delay or failure to enforce any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
    • Neither party shall be liable for failure to perform or delay in performing any obligation, other than payment of money, under these Terms and Conditions if such failure or delay is due to fire, flood, earthquake, strike, labor trouble or other industrial disturbance, war (declared or undeclared), embargo, blockage, shortage of labor, materials or equipment, legal prohibition, governmental action, riot, insurrection, damage, destruction, or any other cause beyond the control of the defaulting party preventing or delaying the performance.