BL Message Signs & Innovative Lighting Ltd.
Terms and Conditions
These standard terms and conditions apply to all purchases from and after July 20th, 2018. BL Innovative Lighting reserves the right to update these Terms and Conditions at any time without notice.
All products ordered by any customer (Buyer) from BL Innovative Lighting or appointed Sales Agencies constitutes acceptance of the terms set forth herein, as such terms may be updated or revised. The Buyer’s acceptance of the Terms and Conditions recited herein shall be conclusively presumed on Buyer’s receipt of the goods. These Terms and Conditions constitute the entire agreement between BL Innovative Lighting and the Buyer, and supersede other communications between the two parties, whether written or oral.
Terms of Payment
Subject to credit approval and order acceptance, all accounts for shipments destined within Canada or the United States will be at net thirty days from the date of the invoice. Orders over $20,000 in the currency of the invoice require 50% deposit with the purchase order prior to production, with the balance due prior to delivery of the order. Deposit is non-refundable once production commences. Credit accounts not applied within one calendar year will be cancelled without liability. Orders shipping outside of Canada or the United States must be paid in full prior to production. All payments shall be paid fully without set-off, deduction or counterclaim.
If Buyer fails to pay any payment due to BL Innovative Lighting when due, BL Innovative Lighting may recover interest in addition to the payment due at a rate of 1.9% monthly or the maximum amount allowed under applicable law, whichever is less. Buyer is responsible for any costs of recovery including but not limited to court fees or third-party collectors’ fees.
Prices represent those in effect at time of quotation and are subject to change without notice. Price preservation will be provided for a period of 6 months (180) days from date of quotation from BL Innovative Lighting.
All invoices are due and payable in compliance with these Terms and Conditions. In the case of an apparent discrepancy in a line item charge on an invoice receiver by Buyer, Buyer shall notify BL Innovative Lighting’s customer service representative in writing of the nature of the claimed discrepancy within ten (10) calendar days of receipt of the invoice. A claim of discrepancy does not excuse Buyer of the absolute obligation to pay the remaining balance of the invoice in accordance with the standard terms of payment. Any claim of discrepancy about which BL Innovative Lighting has been timely notified will be reviewed by BL Innovative Lighting and the discrepancy will be resolved in BL Innovative Lighting’s sole and absolute discretion. BL Innovative Lighting will promptly inform Buyer of its decision regarding any disputed items or charges made in a claim of discrepancy and Buyer expressly agrees to abide by BL Innovative Lighting’s decision relative to such claim of discrepancy.
Sales and Similar Taxes
BL Innovative Lighting prices do not include Federal, State, Provincial or Municipal sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax application to the sale or use of the products purchased from BL Innovative Lighting shall be paid by the Buyer, or in lieu thereof, the Buyer shall provide BL Innovative Lighting with a tax exemption certificate from the relevant taxing authorities in Buyer’s jurisdiction.
No order is final as to BL Innovative Lighting until accepted by BL Innovative lighting. After acceptance, requests to change or cancel orders must be submitted in writing to BL Innovative Lighting; requests are reviewed for approval prior to processing and are subject to any and all costs incurred by BL Innovative Lighting from such change or cancellation including and without limitation, costs for materials purchased and / or work performed by BL Innovative Lighting. In the event of a cancellation of a stock product, Buyer may cancel orders with written notice to BL Innovative Lighting and with BL Innovative Lighting’s written consent, subject to the following conditions. BL Innovative Lighting will always try to accommodate request for cancellations but cannot guarantee stoppage of shipment for stock products. If an order for a stock product is stopped after shipping arrangement have been made. Buyer shall pay all costs associated with such order. If a cancellation request is received and the order cannot be stopped, the product can be returned according to terms as stated in the Returned Good Policy section herein.
In the event of a cancellation of a non-stock product, BL Innovative Lighting’s written consent will be given only if no work has been performed and no materials purchased. Proof of production progress is not a guarantee. If work has been performed, any costs incurred will be charged to the customer, which may include a cancellation charge up to the price of the product. Upon cancellation, Buyer owned materials are not guaranteed to be returned. There is no cancellation of custom orders once they have been manufactured.
Shipping & Delivery
At the time of a product order, BL Innovative Lighting will provide an estimated delivery date. However, BL Innovative Lighting will not be responsible for any costs incurred by Buyer if products ordered arrive later than the estimated delivery date. BL Innovative Lighting will not be liable for any delay or non-delivery in shipping for any reason, but not limited to delay or non-delivery caused directly or indirectly by Acts of God, fire, flood, strike or lockout or other labor disputes, accident, civil commotion, riot, war, governmental regulations or order, whether or not it later proves to be invalid, or from any other cause or causes beyond BL Innovative Lighting’s control. In no case will BL Innovative Lighting be liable for loss of profits or any indirect, special, incidental, multiple, punitive or consequential damages on account of any delay in delivery or non-delivery whether or not excused hereunder.
Buyer is responsible for payment of all shipping costs including, but not limited to, insurance, customs duties, sales and excise taxes. Certifications or documentations provided by BL Innovative Lighting may be subject to extra fees for their preparation. Shipment and Delivery dates are approximate only and not binding. Delivery is FOB BL Innovative Lighting’s dock. Title and risk of loss shall pass to Buyer upon release to carrier.
Freight will be paid by BL Innovative Lighting for orders where the net amount is greater than US$2000 for orders destined to the continental US and C$1800 for orders destined within Canada, to be carried by BL Innovative Lighting’s choice of carrier, ground service only. Delivery to and receipt by Buyer or its designated receiver shall constitute full acceptance of the product. If Buyer’s choice of carrier and account # is not specified on the order, or the order does not qualify for pre-paid freight, order will be shipped by BL Innovative Lighting’s choice of carrier, and transportation charges will be added to the invoice.
Materials must be tested by Buyer upon receiving and prior to installation to ensure they are in working condition and that the order has been received complete; damage and shortage claims must be made within one week of receipt of goods. BL Innovative Lighting makes no warranty as to the suitability of the product for any particular application. All products must be installed in strict adherence to BL Innovative Lighting installation instructions, and in compliance with local and national codes, laws, and regulations.
BL Innovative Lighting warrants lighting for up to 3 years (please refer to the specification sheets) to Buyer that products will be free from defects in material and workmanship which cause the product to fail to operate in accordance with the performance specifications set forth in documentation published for or provided with the product for the applicable period and subject to the additional terms and conditions from the date of purchase (as set forth in the applicable invoice). For LED products, the Product shall be considered defective only if 10% or more of the LED components fail for such Product.
Photocells, surge suppressors and other third-party accessories that are not manufactured by BL Innovative Lighting are excluded from this warranty but may be covered by a third-party manufacturer. Such third-party manufacturer shall be solely responsible for the costs related to any claims associated with any such accessories.
If any Product covered by this limited warranty is returned by Buyer in accordance with BL Innovative Lighting’s Terms and Conditions of Sale within the Warranty Period, BL Innovative Lighting determines whether such Product failed to meet this warranty. BL Innovative Lighting will base upon this evaluation, whether to repair or replace the Product or the defective part thereof. This does not include any removal or re-installment costs or expenses including labor costs, shipping costs to return non-conforming Products or any damages which may occur during the return of Product to BL Innovative Lighting. If BL Innovative Lighting chooses to replace the Product and is unable to do so due to discontinuance or Product unavailability, BL Innovative Lighting may replace the Product with a comparable Product.
Third party products which are from a source other than BL Innovative Lighting and are used with our lighting will void the warranty.
This limited warranty is subject to the following additional conditions:
1. The Products have been properly handled, stored, wired, transported, installed, operated and maintained in accordance with the applicable specifications.
2. The Product has been purchased directly from an authorized distributor.
3. A Purchase receipt for the Product is available.
This limited warranty does not apply to damages which are the result of an Act of God, from any abuse, misuse, abnormal use, improper power supply, power surges or fluctuations, corrosive environments, neglect, exposure to any use or application in violation of the instructions or any applicable standard or code. Product life span statements based on operating LED bulbs in indoor environment (unless otherwise stated) and based on normal consumer usage of 6-8 continuous hours per day. The limited warranty only covers the product itself and does not extend to other equipment(s) or device(s).
THIS LIMITED WARRANTY IS VOID IF THE PRODUCT IS NOT USED FOR THE PURPOSE FOR WHICH IT IS DESIGNED OR IF ANY REPAIRS OR ALTERATIONS ARE MADE BY ANY PERSON NOT AUTHORIZED BY BL INNOVATIVE LIGHTING IN WRITING.
This Limited Warranty is the only warranty given by BL Innovative Lighting with respect to the products and the sole remedy for any and all claims, in contract, in tort or otherwise arising from the failure of product and is given in lieu of all other warranties, including but not limited to, warranties of merchantability or fitness for a particular purpose, which warranties are hereby expressly disclaimed, Buyer’s exclusive remedy for any nonconformity or defect in any product shall be only as explicitly set for therein. Under no circumstance shall BL Innovative Lighting aggregate liability arising out of on in connection with a defective product, in contract, tort or otherwise, exceed the purchase price of the product to which such liability relates. In no event shall BL Innovative Lighting be liable for special, incidental, consequential, indirect or compensatory damages, including, without limitation, damages resulting from loss of use, profits, business or goodwill even if BL Innovative Lighting was advised or was otherwise aware of the possibility of such damages.
Buyer agrees to indemnify, defend and hold BL Innovative Lighting harmless, at its own expense, against any action, claim, suit, liability, damage, expense or cost (including costs and reasonable attorney’s fees and expenses) brought or threatened to be brought against BL Innovative Lighting by a third party by reason of , arising out of, or relating to any damage to property, any injury or death to persons occasioned by or in connection with any actions or omissions of the Buyer or its employees or any negligence or misconduct of Buyer or any personnel employed or otherwise engaged by Buyer to act on behalf of the Buyer. Buyer’s indemnification obligations under this section shall arise immediately upon receiving notice from BL Innovative Lighting of any claim for which Buyer is obligated to indemnify BL Innovative Lighting and shall arise regardless of the ultimate validity of any third-party claim. To the extent BL Innovative Lighting incurs any expenses (including costs, attorney’s fees, and expense) in connection with any third-party claim, such expenses shall be payable by Buyer on an immediate and ongoing basis as such expenses are incurred. Buyer shall, at the request of BL Innovative Lighting, assume the defense of any demand, claim, action suit or proceeding brought against BL Innovative Lighting by reason thereof and pay any and all damages assessed against or that are payable by BL Innovative Lighting as the result of the deposition of any such demand, claim, action suit or proceeding.
BL Innovative Lighting agrees to indemnify, defend, and hold the Buyer harmless, at its own expense, against any action, claim, suit, liability, damage, expense or cost (including costs and reasonable attorney’s fee and expenses) brought or threatened to be brought against the Buyer by reason of, arising out of, or relating to any third party claims which have been determined by a court of reason of, arising out of, or relating to any third party claims which have been determined by a court of competent jurisdiction and upheld on appeal that any products purchased by Buyer infringe upon a patent of such third party. Buyer must inform BL Innovative Lighting within ten (10) business days of any pending or threatened legal action or claim which Buyer believes activates BL Innovative Lighting’s indemnification obligations. Buyers failure to timely inform BL Innovative Lighting will nullify BL Innovative Lighting’s indemnification obligations. In the event indemnification is required by BL Innovative Lighting, Buyer shall a. reasonably cooperate with BL Innovative Lighting at BL Innovative Lighting’s reasonable expense to pursue the defense of any claims and the negotiation of any settlement thereof, and (b) shall grant exclusive control of such defense and all settlement negotiations to BL Innovative Lighting, and (c) Buyer may participate in such defense (including hiring of its own counsel) but at its own cost and expense (such costs and expense shall not be subject to indemnification at the part of BL Innovative Lighting.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of British Columbia. Any dispute arising out of or relating to the Terms and Conditions will be subject to the exclusive jurisdiction of the Provincial or Federal courts located in Vancouver, British Columbia.
Buyer and BL Innovative Lighting, on behalf of itself and its members, shareholders, managers, directors, officers, employees, agents and affiliates, personally, irrevocably consent to the personal jurisdiction of such courts. The prevailing party in any lawsuit arising out of or relating to these Terms and Conditions will be entitled to recover all reasonable costs incurred in the lawsuit, including its reasonable attorney fees.
The failure of BL Innovative Lighting to require performance of any provision of these Terms and Conditions will not affect its rights to require full performance thereof at any time thereafter, and a waiver by BL Innovative Lighting of any non-compliance of any such provision of these Terms and Conditions shall not be taken to be a waiver of any subsequent or similar non-compliance or as nullifying the effectiveness of such provision. In no event will BL Innovative Lighting be liable to Buyer for any incidental, consequential or speculative damages.
Any provision of these Terms and Conditions which is prohibited or found unenforceable in any jurisdiction, shall, as to such jurisdiction be, ineffective to the extent of such prohibition or unenforceable without invalidating the remaining provisions hereof or affecting the validity or enforceability or such provision in any other jurisdiction.
This warranty shall not apply to products not manufactured or supplied by BL Innovative Lighting, or products which have been installed and used in conjunction with BL Innovative Lighting products.
Bulbs and lamps are not covered under warranty.
Third Party Warranties
With respect to products sold but not manufactured by BL Innovative Lighting, no warranty is offered of any kind, express or implied, without limitation to the merchantability or fitness for a particular purpose. BL Innovative Lighting will endeavor to provide the appropriate contacts for these items with their manufacturer.
All returned merchandise is subject to BL Innovative Lighting’s approval and must comply with BL Innovative Lighting’s official return policy. Except for defective products (which fall under BL Innovative Lighting’s Limited Warranty), requests for permission to return merchandise must be made within thirty (30) calendar days from date of shipment, and Buyer must provide the original BL Innovative Lighting invoice number with such requests. The Return Merchandise Authorization (RMA) form must accompany returned products, reflecting BL Innovative Lighting’s permission to return goods received. All returned goods must be in excellent, resalable condition and packaged in the original packaging. Items returned for refund will be shipped at Buyer’s expense. Incoming return packages must have the authorized RMA number clearly stated on the outside of the packaging and must include all pertaining paperwork.
Products will be inspected upon receipt by BL Innovative Lighting for full compliance with the conditions set forth herein and must be approved by BL Innovative Lighting before any further return processing will take place. If returned products are not in resalable condition, all products will be returned to Buyer and Buyer’s expense without any credits issued. Within 30 calendar days of the date BL Innovative Lighting notifies Buyer that the returned products will not be accepted for return, Buyer shall provide BL Innovative with a UPS or other courier account number in Buyer’s name, which shall be used by BL Innovative Lighting for sending back any unapproved returned merchandise. BL Innovative Lighting will keep unapproved returned merchandise for 30 calendar days from the date BL Innovative Lighting notifies Buyer that the returned products will not be accepted for return; thereafter, such unapproved returned merchandise will be disposed of without any credits to Buyer whatsoever.
All non-stock, special or custom cut lighting is not returnable. Returns because of LED colour will not be accepted. BL Innovative Lighting, may at its sole discretion, accept the return of products for credit less a restocking fee of 30% that Buyer agrees to pay. Returns must be accompanied by a valid RMA number issued in writing by BL Innovative Lighting and are subject to inspection and final approval of suitability of return, and issuance of a credit less the appropriate restocking fee. Returns for credit will be considered for up to 6 months after invoice date or ship date, whichever is earlier. Consideration of a return and issuance of an RMA does not constitute approval of a credit or refund.
Issuance of a purchase order represents acceptance of these terms.
No Implied Warranties
THE WARRANTIES GIVEN IN THESE TERMS ARE THE ONLY WARRANTIES GIVEN BY BL INNOVATIVE LIGHTING WITH RESPECT TO THE PRODUCTS AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, OF NON-INFRINGEMENT AND OR SUITABILITY FOR A PARTICULAR PURPOSE. BUYER’S EXCLUSIVE REMEDIES, AND BL INNOVATIVE LIGHTING’S SOLE LIABILITY, FOR ANY NONCONFORMITY OR DEFECT IN ANY PRODUCT SHALL BE THOSE EXPRESSED HEREIN.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL BL INNOVATIVE LIGHTING’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR BL INNOVATIVE LIGHTING’S PERFORMANCE OR ASSERTED FAILURE TO PERFORM HEREUNDER, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE PURCHASE PRICE OF THE PRODUCT TO WHICH SUCH LIABILITY RELATES. IN NO EVENT SHALL BL INNOVATIVE LIGHTING BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, PROFITS, BUSINESS OR GOODWILL, WHETHER OR NOT BL INNOVATIVE LIGHTING HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.