Terms and conditions | Lumen

Terms and Conditions

Terms and Conditions of Sale
1. Effect of Terms and Conditions

All products sold and services rendered by Lumen, Division of Sonepar Canada Inc. (“Seller”) to any customer (“Customer”) are subject to and governed by the terms and conditions contained herein, and such terms and conditions shall apply regardless of any additional or conflicting terms or conditions that may be included on any purchase order or other form or document issued by Customer. None of the terms and conditions herein may be modified, waived or superseded except with the express written consent of an authorized officer of Seller. Neither Seller’s acknowledgment of a purchase order nor Seller’s failure to object to conflicting or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof. Acceptance by Customer of products sold or services rendered by Seller shall be deemed assent to the terms and conditions contained herein.

2. Quotations and Prices

Quotations given by Seller to Customer are not an offer to sell but only an invitation for an order. No transaction shall be deemed completed until Seller has accepted Customer’s purchase order and Seller reserves the right not to accept a purchase order, or a portion thereof, for any reason. Unless otherwise expressly agreed to by Seller in writing, prices are subject to change without prior notice and products are billed at prices in effect at the date of shipment. Clerical errors are subject to correction and products in stock are subject to availability at time of order acceptance. Moreover, and without limiting the foregoing, Seller expressly reserves the right to change prices if quantities change or if changes in market conditions so warrant. 

3. Payment

Subject to credit approval, payment for all amounts due hereunder shall be due net thirty (30) days from date of invoice unless otherwise expressly agreed to by Seller in writing. Notwithstanding the foregoing, Seller may at its sole discretion require that full payment be executed before delivery of any product or provision of services. Payments not received when due will be subject to a late fee of 2%, or the maximum lawful rate, whichever is lower, of the outstanding invoice balance for each 30‑day period or portion thereof past due. All costs of collecting any moneys due from Customer under the terms and provisions hereof, including but not limited to, legal expenses, legal interest, attorneys’ fees and collector’s expenses, shall be paid by Customer to Seller. In addition to other rights and remedies, Seller reserves the right in its sole discretion, either to: (a) withhold deliveries, shipments or performance of services, (b) impose or revise any credit limits on Customer’s purchases, or (c) cancel the purchase order, when Seller deems itself insecure with respect to Customer’s ability to pay for the purchase order.

4. Taxes

Customer shall pay the amount of any taxes, duties and similar charges levied by any government authority in connection herewith. Such charges are not included in the price of the products or services and will be added to payments due to Seller. Customer agrees it will be responsible and shall indemnify Seller for all additional taxes or penalties from a taxing authority, and all legal expenses incurred by Seller due to incorrect taxing information furnished by Customer.

5. Cancellations

Purchase Orders that have been accepted by Seller cannot be cancelled by Customer without prior written authorization of Seller and Customer agrees to indemnify Seller against any loss arising from any cancellation, and to reimburse Seller for all expenditures incurred by Seller with respect to any cancellation.

6. Returns

Returns are only allowed if prior written authorization is obtained from Seller, the product is new, in resalable condition and in the original manufacturer’s package with sales receipt or invoice. Return material authorization numbers must accompany all previously authorized material returns and credit shall be issued based on Customer’s purchase price for the returned product less any restocking charges, freight, or other expenses. Special orders or otherwise for products fabricated and/or altered to accommodate Customer are not returnable. 

7. Shortage, Inaccuracy or Discrepancy Claims

All claims for shortage, inaccuracy or discrepancy in shipment must be made in writing to Seller within 48 business hours after receipt of products. In the event Seller does not have immediate inventory of the specific product at issue, alternatives will be offered for consideration.

8. Liens

Customer acknowledges and agrees that any and all products purchased from Seller by Customer for what is considered an improvement pursuant to applicable provincial construction or builder's lien legislation, including products ordered, picked up or shipped on different dates or that may have different purchase order numbers, are provided on the condition that such products are subject to a prevenient arrangement which constitutes a single contract between Seller and Customer.

9. Title and Risk of Loss

All goods shall be shipped FOB SHIPPING POINT unless otherwise expressly agreed to by Seller in writing. Risk of loss pass to Customer at the point of shipment. Customer agrees to indemnify, defend and hold Seller harmless from any and all losses arising out of any or all claims, suits and/or demands related to the products while at Customer’s risk. 

10. Delivery, Shipment and/or Performance

Any shipping, delivery and/or performance dates given in advance are estimates only and are not guaranteed, although reasonable commercial efforts will be made to deliver, ship and/or perform in accordance with such estimates. No liability shall attach against Seller on account of any delay in delivery, shipment or performance by Seller. Customer agrees to accept partial or pro rata deliveries, shipments and/or performance and hold Seller harmless from any liability that may result from Seller’s inability to execute in full any purchase order. 

11. Transportation Charges

All transportation charges and related expenses shall be the responsibility of Customer unless otherwise expressly agreed to by Seller in writing. If freight is allowed at Seller’s cost, Seller reserves the right to select the carrier of choice and the unloading of material at the point of destination shall be the sole responsibility of Customer. For all shipments, Seller responsibility ceases when the transportation company receives the material in good condition. The shipment must be checked upon Customer receipt for transportation damages, and if damaged, a claim must be made against the transportation company immediately and sufficient evidence provided to Seller.

12. Wire and Cable Tolerances

Unless otherwise agreed to by Seller in writing, wire and cable items may be subject to standard manufacturing tolerances up to +/- 10%. Tolerance quantities will be shipped/invoiced accordingly and acceptance by Customer of wire and cable products sold by Seller shall be deemed assent of such tolerance quantities. 

13. Reels

Charges for reels are not included in the price of the goods and are chargeable unless otherwise expressly agreed to by Seller in writing. For returnable reels, Customer is responsible for all costs associated with transporting the reels back to Seller’s warehouse facilities in accordance with Seller’s instructions. If reels are not returned within the specified time limit or returned damaged, Sellers’s standard reel charges will apply. A separate invoice will be issued for the reel charges and Customer account payment terms will apply. No cash discount may be taken against purchase of reels.

14. Status of Seller

Customer acknowledges and agrees that Seller is a distributor and not the manufacturer of any products provided to Customer and that the terms “products”, “goods”, “services” and/or “work”, and synonyms thereof, do not include the design, fabrication or manufacture by Seller of such products. Manufacturers and sub-suppliers of the products provided to Customer by Seller are not acting as subcontractors, agents, representatives, or employees of Seller and shall not be considered as such.

15. Limited Warranty

Seller represents and warrants that Seller shall have, on the date of transfer to the Customer, title thereto and the right to sell the products delivered to Customer. Any warranty issued by the manufacturer or vendor of products shall be solely that of the manufacturer or vendor and not of the Seller. Seller hereby assigns to Customer, as of the date that title passes to Customer for such products, all of the manufacturer’s or vendor’s warranties, express or implied, if any and if assignable, with respect to the products, and Seller hereby authorizes Customer to make or settle any claims under such warranties directly with any such manufacturer or vendor. 

16. Disclaimer

EXCEPT FOR THE WARRANTIES OF TITLE ABOVE, SELLER MAKES NO WARRANTY REGARDING ANY OF THE PRODUCTS SOLD OR SERVICES RENDERED BY IT, MAKES NO REPRESENTATIONS, PROVIDES NO INDEMINITIES (INTELLECTUAL PROPERTY OR OTHERWISE) AND, TO THE EXTENT PERMITTED BY LAW, DISCLAIMS ANY AND ALL OTHER CONDITIONS OR WARRANTIES OF ANY NATURE OR KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR PERFORMANCE. ANY DOCUMENTATION, RECOMMENDATION OR ASSISTANCE PROVIDED BY SELLER CONCERNING THE PRODUCTS, THEIR USE, DESIGN, APPLICATION, OPERATION, OR OTHERWISE, IS FOR CUSTOMER ONLY, SHALL NOT BE CONSTRUED AS REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND IS ACCEPTED BY CUSTOMER AT ITS OWN RISK AND WITHOUT ANY OBLIGATION OR LIABILITY TO SELLER. SELLER SHALL NOT BE LIABLE FOR INFORMATION OR DOCUMENTATION PROVIDED BY CUSTOMER OR ANY OTHER SECONDARY SOURCES AND SHALL NOT BE RESPONSIBLE FOR THE PERFORMANCE OF CUSTOMER OR ANY THIRD PARTY HEREUNDER OR OTHERWISE. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO DETERMINE THE SUITABILITY AND/OR QUANTITY OF THE PRODUCTS OR SERVICES TO BE PROVIDED BY SELLER. CUSTOMER’S EXCLUSIVE REMEDY AGAINST SELLER FOR BREACH OF ANY WARRANTY ARISING HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE SPECIFIC PRODUCT OR REPERFORMANCE OF THE SERVICE AT ISSUE, OR RETURN OF THE PURCHASE PRICE. SELLER ASSUMES NO LIABILITY FOR ANY DISMANTLING, REMOVAL, INSTALLATION, RE-INSTALLATION OR LABOR COSTS, OR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE FOREGOING.

17. Limitation of Liability

IN NO EVENT SHALL SELLER BE LIABLE FOR (A) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES; (B) LOSS OF PROFITS OR BUSINESS REVENUE OR INCOME, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LOSS OF TIME; OR (C) ANY CLAIM AGAINST CUSTOMER BY ANY THIRD PARTY; WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, RESULTING FROM ITS PERFORMANCE, NON‑PERFORMANCE OR DELAY IN PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. MOREOVER, CUSTOMER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCE SHALL THE TOTAL LIABILITY OF SELLER TO CUSTOMER EXCEED THE VALUE OF THE SPECIFIC PRODUCT OR SERVICE AT ISSUE.

18. Inability to Perform

Seller’s performance of its obligations hereunder may be excused or suspended without liability to Customer in case of catastrophes or occurrences beyond Seller’s control, including but not limited to inability to secure products from vendors or suppliers at reasonable prices or in sufficient amounts through usual sources of supply.

19. Governing Law and Exclusive Jurisdiction

The validity, interpretation, and performance hereof and of any and all purchase orders issued by Customer shall be governed by, construed and interpreted in accordance with the laws of the Canadian province where the products are delivered or shipped from or where the services are rendered. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the terms and conditions contained herein or to any and all purchase orders issued by Customer. Seller and Customer irrevocably submit and attorn to the exclusive jurisdiction of the courts in the Canadian province where the products are delivered or shipped from or where the services are rendered.

20. Compliance

Customer represents and warrants to Seller that it shall comply with all applicable laws, regulations, ordinances and rules including, without limitation, those regarding corruption, bribery, anti-trust and competition, and export controls. Furthermore, Customer agrees to act in compliance with the Sonepar Code of Conduct and Compliance Guidelines (currently available at http://www.sonepar.com/group/governance)

21. Export Controls

Customer warrants and represents that it will at all times comply with all applicable laws and regulations, including trade, economic, or financial restrictions or trade embargoes and any amendments thereto (collectively, the “Laws”) imposed by any applicable governmental authority, including, where applicable, Canada, the United States and the European Union. Seller shall not be liable, and Customer agrees to hold harmless and indemnify Seller, for any breach of such Laws. Customer agrees that it shall not, except as otherwise permitted under applicable Laws, transship, re-export, or otherwise divert goods purchased from Sonepar. If applicable, Customer undertakes to timely provide all information and documentation necessary for export, shipment and import. Seller shall not be liable, and Customer shall hold Seller harmless, for delays or any other losses resulting from Customer’s failure to timely provide accurate information and documentation, export/import reviews, or any related permitting procedures. To the extent permitted by law, Customer shall, promptly upon becoming aware, provide to Seller details of any claim, action, suit, proceedings or investigation against it with respect to the Laws brought by any enforcement authority. In the event that Seller should believe, acting in good faith, that Customer has violated, or is under investigation for violating, any Laws, or if Customer is identified on any applicable sanctions list, Seller shall have the immediate right to terminate its relationship and/or any contract with Customer without liability.

Terms and Conditions of Website use
1. Copyrights

This Site and the materials are the property of Lumen, a division of Sonepar Canada Inc. ("Lumen") and its licensors, and are protected by copyright, international treaties, and other laws.

2. Use License

Lumen grants you permission to view this Site and to print individual pages from this Site for your own personal, noncommercial use, provided that you agree to and accept without modification the notices, terms and conditions set forth in this agreement. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products or services from this Site. Your use of this Site constitutes your agreement and acceptance without modification of the notices, terms and conditions set forth herein. In addition, as a condition of your use of this Site, you represent and warrant to Lumen that you will not use this Site for any purpose that is unlawful, immoral or prohibited by these terms, conditions and notices. Other than this agreement and agreements between you and Lumen relating to the sale of products or services (collectively, the “Products”), Lumen will not enter into any agreement with you or obligation to you through this Site and no attempt to create such an agreement or obligation will be effective.

3. Trademarks

The trademarks, service marks and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Lumen and others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, without the prior written permission of the Trademark owner. Lumen aggressively enforces its intellectual property rights to the fullest extent of the law.

4. Links to Third Party Sites

This Site may contain links to Sites owned or operated by parties other than Lumen. Such links are provided for your reference only. Lumen does not control outside Sites and is not responsible for their content nor their conformity to applicable laws. Lumen’s inclusion of links to an outside Site does not imply any endorsement of the material on the Site or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does Lumen's inclusion of the links imply that Lumen is authorised to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected in the linked Site.

5. Products

This Site displays Products available for purchase in Canada, however not all Products are available at all times and Products may be changed, substituted or discontinued at any time. Lumen attempts to provide an accurate description of the Products available for sale, but does not warrant the accuracy, completeness, reliability or currency of such descriptions. Certain Products may be the subject of third-party warranties offered by its manufacturers or providers.

6. No Warranties; Exclusion Of Liability

LUMEN MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE MATERIALS OR PRODUCTS ON THIS SITE FOR ANY PURPOSE. ALL SUCH MATERIALS AND PRODUCTS ARE PROVIDED BY LUMEN "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LUMEN SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH RESPECT TO THE MATERIALS AND PRODUCTS ON THIS SITE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. LUMEN SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE MATERIALS ON THIS SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS SITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS SITE. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. IN NO EVENT SHALL EITHER LUMEN, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, THE MATERIALS OR PRODUCTS ON THIS SITE, THE DELAY OR INABILITY TO USE THIS SITE OR OTHERWISE ARISING IN CONNECTION WITH THIS SITE, WHETHER BASED ON CONTRACT, TORT, DELICT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

The limitations of liability and disclaimers herein contained apply regardless of the form of action, whether in contract, warranty, delict, quasi-delict, strict liability, negligence, or other tort and shall survive a fundamental breach or breaches, or the failure of the essential purpose of contract or the failure of an exclusive remedy.

7. User Conduct

The user agrees a) not to use this Site in any manner which could damage, disable, overburden or impair this Site; b) not to interfere with the security of, or otherwise abuse, this Site, or any services, system resources, accounts, servers or networks connected to or accessible through this Site or affiliated or linked sites; c) not to disrupt or interfere with any other person's use and enjoyment of this Site or affiliated or linked sites; d) not to upload, post or otherwise transmit on this Site any viruses or other harmful, disruptive or destructive files or computer programs; e) not to use any robot, spider or other automatic device, or manual process to monitor or copy the web pages or the content contained at this Site; f) not to use or attempt to use another's account, service or system without authorization from Lumen, or create or use a false identity on this Site; g) not to transmit on this Site spam, chain letters, junk mail or any other type of unsolicited mass e-mail; and h) not to attempt to obtain unauthorized access to this Site or portions of this Site which are restricted from general access. In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted to or for your account, and that you will comply with all applicable laws that relate to your use or activities on this Site.

8. Information Provided by the User

Lumen does not want the user to, and the user should not, send any confidential or proprietary information to Lumen via this Site. The security of this Site is by no means guaranteed and you agree that any information or materials that you or individuals acting on your behalf provide to Lumen is sent at your own risk and will not be considered confidential or proprietary. By providing any such information or materials to Lumen, you grant to Lumen and its affiliates an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, display or perform (including display or perform in public), communicate to the public, modify, adapt, transmit and distribute such information and materials in any form, with the right to grant sub-licenses, and you also agree that Lumen and its affiliates are free to use any ideas, concepts, know-how or techniques that you or individuals acting on your behalf provide to Lumen for any purpose. You further recognize that Lumen does not want you to, and you warrant that you will not, provide any information or materials to Lumen that are harassing, defamatory, libellous, tortuous, offensive, threatening, obscene or otherwise unlawful, or that incorporates the proprietary or confidential material of another.

9. General

This Site is made available to residents of Canada only. Use of this Site in any other jurisdiction is unauthorised. Lumen has endeavoured to comply with all legal requirements known to it in creating and maintaining this Site, but makes no representation that materials or Products on this Site are appropriate or available for use in any particular jurisdiction. You are responsible for compliance with applicable laws. Any use in contravention of this provision or any provision of this agreement is at your own risk and, if any part of this agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall govern such use. You agree that Lumen may at any time and without notice change the terms, conditions and notices under which this Site is offered. You agree that no joint venture, partnership, employment or agency relationship exists between you and Lumen as a result of this agreement or your use of this Site. Lumen’s performance of this agreement is subject to existing laws and legal process and nothing contained in this agreement is in derogation of Lumen's right to comply with law enforcement requests or requirements relating to your use of this Site or information provided to or gathered by Lumen with respect to such use. This agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Lumen with respect to this Site. No modification of this agreement shall be effective unless it is authored by Lumen or its affiliates. Any alleged waiver of any breach of this agreement shall not be deemed to be a waiver of any future breach.

10. Privacy Policy
BY SUBMITTING PERSONAL INFORMATION TO LUMEN OR ITS AGENTS, YOU AGREE THAT WE MAY COLLECT, USE AND DISCLOSE SUCH PERSONAL INFORMATION IN ACCORDANCE WITH THIS PRIVACY POLICY AND AS PERMITTED OR REQUIRED BY LAW.

We may collect personal information from you when you:

  • Purchase, lease, order, return or exchange any of our products and services;
  • Request a quote or special orders for or information about any of our products and services;
  • Request delivery, warranty or repair services;
  • Visit the Lumen web site; or
  • Provide us with comments or suggestions;

Lumen may also conduct video surveillance of its stores and other premises for security and loss prevention reasons.

Lumen may use personal information to:

  • identify customers, employees and suppliers and to establish and maintain a relationship with them
  • provide customers with ongoing service, including to process orders, to ensure proper delivery and to better assist customers when they visit or call us
  • improve our product and service offerings
  • provide Lumen customers with information about other Lumen products and services that may be of interest to them
  • protect against error and fraud
  • comply with legal and audit requirements

Lumen may also be use personal information to create statistics about our business. These statistics do not contain any information that could personally identify any individual customer, employee or supplier.

Lumen may also disclose your personal information in response to a search warrant or other legally valid inquiry or order, or to an investigative body in the case of a breach of an agreement or contravention of law, or as otherwise required by law. We may also disclose personal information to assist us in collecting any debt owed by you.

Lumen will not trade, lease or sell your personal information to any third party unless we tell you about it and obtain your consent.

Lumen will only retain personal information for as long as it is necessary to process related transactions, maintain appropriate financial and audit records and protect Lumen’s legitimate commercial interests.