STANDARD TERMS AND CONDITIONS OF SALE
Last updated: July 25, 2025
These Terms & Conditions of Sale (“Terms”) govern all orders placed by you (“Buyer”) with ilLumenate Lighting (“Seller,” “we,” “us,” or “our”) through our website for the purchase of lighting fixtures, components, and related products (“Products”). By placing an order, Buyer accepts and agrees to these Terms. These Terms constitute the entire agreement between the parties and supersede any prior proposals or communications.
1. Definitions
1.1 Buyer means the business account placing orders for Products.
1.2 Order means Buyer’s purchase order or online submission accepted by Seller.
1.3 Products means lighting fixtures, LED tapes, channels, power supplies, accessories, and related items sold by Seller.
2. Applicability & Scope
2.1 These Terms apply exclusively to B2B transactions; Buyer represents that it is purchasing for commercial, industrial, or business use and not for personal, family or household use.
2.2 No additional or conflicting terms proposed by Buyer (including on purchase orders) shall modify these Terms unless expressly agreed in writing by an authorized representative of Seller.
3. Orders & Acceptance
3.1 All Orders are subject to approval by Seller. Acceptance occurs upon shipment or written confirmation.
3.2 Seller reserves the right to refuse or cancel any Order in its sole discretion, including for credit concerns or unavailability of Products.
4. Pricing & Taxes
4.1 Prices are as quoted on the website at the time of Order confirmation, exclusive of shipping, handling, sales/use taxes, duties, or other governmental charges (“Taxes”).
4.2 Buyer is responsible for all Taxes. If Seller is required to pay Taxes, Buyer will reimburse Seller.
5. Payment Terms
5.1 Unless otherwise agreed in writing, payment is due net 30 days from invoice date.
5.2 Late payments accrue interest at 1.5% per month (18% annual rate) or the maximum allowed by law, whichever is less.
5.3 Seller may suspend performance or cancel Orders if Buyer fails to timely pay any amounts due.
6. Shipping, Delivery & Title
6.1 Shipping is FCA Seller’s warehouse (Incoterms 2020). Buyer selects carrier; any special routing instructions must be prepaid by Buyer.
6.2 Estimated delivery dates are approximate. Seller is not liable for delays.
6.3 Title and risk of loss transfer to Buyer upon tender to the carrier.
7. Inspection & Nonconforming Products
7.1 Buyer must inspect Products upon receipt and notify Seller in writing of any shortages, damage, or nonconforming Products within 5 business days.
7.2 Failure to timely notify constitutes irrevocable acceptance of the Products.
8. Returns & Cancellations
8.1 No returns or cancellations without Seller’s prior written consent.
8.2 Authorized returns may be subject to a restocking fee of up to 25% of product cost and must be shipped prepaid to Seller’s designated facility.
8.3 Custom, made‑to‑order, or discontinued Products are non‑returnable and non‑cancelable once production has begun.
9. Limited Warranty
9.1 Seller warrants that Products will conform to applicable specifications and be free from defects in materials and workmanship for 1 year from shipment.
9.2 Seller’s sole obligation under this warranty is, at Seller’s option, to repair or replace defective Products or credit Buyer’s purchase price.
9.3 This warranty does not cover damage from misuse, alteration, improper installation, or normal wear and tear.
10. Disclaimer & Limitation of Liability
10.1 EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10.2 IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 SELLER’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS AT ISSUE.
11. Intellectual Property
11.1 All trademarks, patents, copyrights, and other intellectual property rights in the Products and related documentation remain the exclusive property of Seller or its licensors.
11.2 Buyer shall not reverse engineer, decompile, or otherwise attempt to derive the source of any Products or associated software.
12. Confidentiality
12.1 Each party agrees to keep confidential all non‑public information disclosed by the other party that is designated “confidential” or would reasonably be understood as confidential.
12.2 Confidential information excludes information that is public, independently developed, or required to be disclosed by law.
13. Force Majeure
Seller shall not be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, governmental actions, or shortages of materials.
14. Governing Law & Dispute Resolution
14.1 These Terms and all disputes arising hereunder shall be governed by the laws of the State of Washington, without regard to conflict‑of‑law principles.
14.2 Any dispute shall be resolved exclusively in the state or federal courts located in King County, Washington, and Buyer consents to personal jurisdiction and venue there.
15. Miscellaneous
15.1 Amendments: No amendment to these Terms is effective unless in a written document signed by both parties.
15.2 Waiver: No waiver of any provision is effective unless in writing.
15.3 Severability: If any provision is held invalid, the remaining provisions remain in full force and effect.
15.4 Assignment: Buyer may not assign its rights or delegate its obligations without Seller’s prior written consent.