Last modified March 4, 2021

1. Introduction

The terms set forth herein are the “Order Terms”. As used herein, the “Supplier” is an entity that is using the Platform to make a particular sale of products and services (the “Order Items”) to a customer (the “Customer”). The “Platform” is the website operated by Lumi Inc. (“Lumi”) located at lumi.com and supplier.lumi.com.

These Order Terms are entered into and binding between the Supplier and the Customer with regard to a particular sale of Order Items, if, in the process of ordering the Order Items using the Platform, the Supplier and the Customer indicate they are bound by the Order Terms. An order that is governed by these Order Terms is an “Order”. The Supplier and the Customer are each a “Party” and together are the “Parties”.

While Lumi is a third party beneficiary of the Order Terms, Lumi is not liable to Supplier or Customer under these Order Terms.

2. Quotes

2.1 For a transaction for which these Order Terms apply, the related quote submitted to the Customer by the Supplier via the Platform, or that should have been submitted via the Platform, is governed by these Order Terms.

2.2 The Customer is responsible for ensuring that all specifications, including material and certifications that it submits in its quote request are as the Customer needs. Any specifications not provided by the Customer are understood to be left to the discretion of the Supplier.

2.3 The Supplier shall ensure that all material and certification claims it makes in its quote are verifiable. The Supplier will ensure that Order Items purchased pursuant to its quote will comply with the specifications of the applicable quote.

2.4 The date the Supplier’s quote expires is set by the Supplier during its submission of the quote to the Customer. The information contained in the quote submitted by the Supplier will remain a valid offer until the expiry of the quote or the quote has been cancelled by Lumi.

2.5 Estimated lead times displayed on the quote are presented as guidance by the Supplier but are not binding. Estimated lead times assume the Customer’s credit information is up to date and prompt approval by the Customer of any necessary documentation, including but not limited to proofs, structural samples and ink drawdowns. Estimated lead times do not always consider seasonal demand and/or holiday closures. In the event that the Supplier does not provide an estimated lead time, one will be automatically generated based on historical averages, which are located at lumi.com/delivery-schedule.

3. Orders

3.1 The Order is a legally binding agreement between the Supplier and the Customer once it has been finalized. By finalizing the Order, the Customer and the Supplier agree that the Order will be produced according to the applicable terms and specifications of the Order as documented in the Platform, as well as these Order Terms. These Order Terms govern and supersede any conflicting terms in or related to the Order.

3.2 If the Order contains Order Items that have never been ordered from the Supplier, it is finalized once the Customer has approved of the Supplier generated proof. If the Order contains repeat Order Items, it is finalized once the Supplier has acknowledged the Order submitted by the Customer.

3.3 Once the Order is finalized, it is only cancellable if such cancellation is mutually agreed upon by both the Supplier and the Customer. The Customer or the Supplier may cancel the Order for any reason if it has not been finalized. To cancel the Order after it has been finalized, either party must send a message via the Platform to the other requesting cancellation of the Order and the other party must provide written confirmation of the cancellation via the Platform. If requested by the Customer to cancel the Order after it has been finalized, the Supplier will make commercially reasonable efforts to accommodate, subject to the Customer reimbursing all costs to date as well as equitably compensating the Supplier for the costs of accommodation.

3.4 The Order is subject to overproduction or underproduction by the Supplier. The quantity overproduced or underproduced should not exceed the variance specified by the Supplier in the applicable quote.

3.4.1 If overproduction occurs the Customer will accept the quantity produced up to the specified variance and the amount to be paid to the Supplier will be adjusted accordingly. Unless otherwise agreed upon by the Customer and the Supplier, the Customer is not required to accept or responsible for payment of quantities produced that exceed the specified variance.

3.4.2 If underproduction occurs the Customer is only responsible for payment of the quantities they receive. If underproduction exceeds the specified variance, the Customer may require that the Supplier produce the quantity needed to fulfill the Order within the specified variance.

3.5 The Order is subject to the quality policies published at lumi.com/quality at the time of order submission. If an applicable quality policy for the Order does not exist at the time the Order is submitted, the Customer may request that the Supplier define a quality criteria for the Order. In such cases, the Customer must agree to the quality criteria defined by the Supplier prior to production of the Order.

3.6 Estimated lead times and completion dates displayed on the Order are presented as guidance by the Supplier but are not binding. Estimated lead times and completion dates assume the Customer’s credit information is up to date and prompt approval by the Customer of any necessary documentation, including but not limited to proofs, structural samples and ink drawdowns.

3.7 The Order may be subject to delays that are outside of the Supplier’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, pandemic or epidemic, or any other event beyond the Supplier’s control. The Supplier will not be responsible for any financial consequences related to delays, but will make every reasonable effort to mitigate delays and manage issue resolution to provide solutions.

4. Shipments

4.1 The Supplier agrees to ship the Order Items in quantities and at times as set forth in the Order.

4.2 The Order Items should be packed, marked and shipped by the Supplier in accordance with what the Supplier and the Customer agree upon. In the absence of such agreement, the Supplier will endeavor to pack, mark and ship Order Items in accordance with the requirements of common carriers and in a manner to secure lowest transportation costs. No additional charges should be passed to the Customer to account for this unless otherwise agreed upon with the Customer. The Customer can refuse to accept the Order Items if shipped contrary to its instructions, in which event the Order Items may be returned to the Supplier at the Supplier’s expense.

4.3 The Supplier shall ensure all shipments related to the Order include packing slips. The packing slips shall describe the Order Items and quantities shipped.

4.4 The Order Items shipped must be properly classified for transport by the Supplier. In the event Order Items are not properly classified for shippers and/or other parties involved, the Supplier shall be liable for and is responsible for any differences and penalties.

4.5 The Supplier shall upload a bill of lading signed by the Customer to the Platform for each order related shipment it makes. The signed bill of lading shall be uploaded to the Platform within seventy-two (72) hours of the Customer receiving the shipment.

4.6 If the Order specifies pickup from the Supplier, the Customer has three business days to retrieve the Order Items from the Supplier’s location once it has been communicated by the Supplier that the Order Items are ready for pickup. If the Order Items are not picked up from the Supplier within those three business days, the Supplier may charge the Customer for storage on a daily per pallet basis.

4.7 The Customer may request to postpone the scheduled shipment date of the Order if the request is made to the Supplier no later than seven (7) days prior to the initially agreed upon shipment date. The Supplier shall make a commercially reasonable effort to accommodate the request of the Customer. If additional costs, including but not limited to the storage or labor, are required to meet the requested date, they are to be covered by the Customer.

4.8 The Supplier will notify the Customer of any potential delays to the Order no later than seven (7) days prior to the initially agreed upon shipment date. The Supplier will ship no earlier than seven (7) days prior to the initially agreed upon shipment date. Partial shipments will not be allowed, unless otherwise agreed upon with the Customer.

4.9 The Supplier may provide an estimated shipping cost upon submission of the quote. Actual shipping cost will be provided by the Supplier to the Customer at the time of the Supplier booking the shipment. Actual shipping cost may differ from initial estimate. The Customer is responsible for paying the actual cost of shipping.

5. Inspection

5.1 The Supplier shall inspect the Order Items prior to releasing them to the Customer. The Customer shall inspect the Order Items upon receipt from the Seller. If further inspection is required and cost is associated with that inspection, the Supplier and the Customer must agree which party bears responsibility for the cost of the additional inspection.

5.2 The Customer has the right to reject the Order Items that are damaged or non-conforming to the Order Items’ specifications or quality policies, within fourteen (14) days of receiving them, regardless of whether the Customer has acknowledged receipt, has been invoiced or has paid for the Order Items.

5.3 The Customer must provide written notice and supporting documentation via the Platform to the Supplier of any non-conforming items.

5.4 The Order Items that are damaged or non-conforming must be set aside by the Customer for up to fourteen (14) days so that they may be inspected by the Supplier. If both the Customer and the Supplier agree the Order Items are damaged or non-conforming, the effected Order Items will be disposed of at the Seller's cost and direction.

5.5 If the Customer does not reject the Order Items within fourteen (14) days of receiving the items, the Customer shall be deemed to have finally and unconditionally accepted the Order Items received.

6. Substitutions and Modifications

6.1 The Supplier must obtain the Customer’s approval prior to making any specification or structural design changes to any of the Order Items.

6.2 If the Customer desires to make changes to specifications, structural designs, methods of shipment, quantities ordered, place of shipment or shipment schedule, the Supplier will make commercially reasonable efforts to accommodate, subject to the Customer reimbursing all costs to date as well as equitably compensating the Supplier for the costs of accommodation.

6.3 Any specification or structural design changes made to the Order Items shall be governed by these Order Terms. The Supplier and the Customer shall ensure such changes are reflected in the Order Items specifications and proof shown in the Platform prior to production. If changes are made to the Order Items after the Order has been finalized, the Customer and the Supplier must agree to cancel the Order and the Customer must submit a new order with the desired specifications.

7. Tooling

7.1 The Supplier agrees that the Customer owns any tooling used in the production of the Order Items once the tooling has been paid for by the Customer.

7.2 The Supplier agrees to store the Customer’s tooling for up to twelve (12) months without use. Tooling that has not been used for a period of twelve (12) months from last purchase date may be disposed of at the discretion of the Supplier. The Supplier must notify the Customer prior to the disposal of any tooling and provide the Customer with an opportunity to collect the tooling if they choose.

7.3 The Supplier shall transfer any tooling of the Customer that it has custody of, to the Customer or any other entity, as the Customer requests. For example, the Customer may request that tooling be transferred to another manufacturer. The Supplier may make such transfer subject to the Customer paying for or reimbursing the Supplier for associated costs of transfer, such as but not limited to shipping, handling and export fees.

8. Payment

8.1 The Supplier agrees that the payment terms for the Order shall be the payment terms offered in the accepted quote containing the Order Items, unless otherwise agreed upon by the Customer and the Supplier and updated in the Platform. The Customer agrees to be invoiced in accordance with the payment terms associated with the Order Items quote submitted by the Supplier. The payment terms may also apply to tooling, shipping, taxes and other fees associated with the Order. If not otherwise specified in the Supplier’s quote, the Supplier and the Customer agree that payment for the Order is due upon order finalization and prior to the beginning of production.

8.2 The Supplier agrees to receive payment for the Order using the payment processors designated by Lumi and via the Platform. The Customer agrees to make payment for the Order via the Platform and using the payment processors designated by Lumi.

8.3 The Customer’s default payment method may be auto-debited for all upfront amounts due at the time of the Order’s finalization and any amounts that are overdue in accordance with the payment terms granted by the Supplier. Invoices that remain unpaid by the Customer will be automatically paid using the Customer’s default payment method 3 days after the invoice due date. If the Customer’s payment is declined an additional fee may be assessed to the Customer per charge attempt. The Customer agrees that payments with a credit card will incur a convenience fee that is approximately 2.9%. This convenience fee will be covered by the Customer.

8.4 The Customer is responsible for paying all taxes the Supplier is or may be required to pay/collect on the Order, unless otherwise agreed upon by the Customer and the Supplier and updated in the Platform. The Supplier is fully responsible for the tax status it grants to the Customer. If the Supplier deems the Order Items it is selling to the Customer to be tax exempt it does it solely on its discretion.

8.5 The Customer’s payment of an invoice will not constitute any waiver of the Customer’s rights or be deemed an acceptance of any shipment. The Customer will be deemed to have finally and unconditionally accepted the Order Items received if the Customer does not reject the Order Items within fourteen (14) days of receiving them.

8.6 If the Customer is unable to make payment, the Supplier has the right to withhold shipment of the Order Items. In such cases of insolvency, and upon request from the Supplier, Lumi will provide the Supplier with the Customer’s contact information as a means to pursue payment.

9. Risk of Loss

9.1 The Supplier and the Customer agree that who bears responsibility and liability for damage occurring to the Order Items after production has been completed, but before their arrival at the designated delivery location shall be determined by the delivery details specified in the Order.

9.2 If the Order specifies a final delivery location and is shipped to the Customer via the Supplier, the Supplier shall transfer legal title and ownership to the Customer upon arrival of the Order Items at the Customer’s designated delivery location.

9.3 If the Order specifies a final delivery location and is shipped to the Customer via a common carrier, the Supplier shall transfer legal title and ownership to the Customer upon receipt of the Order Items by the carrier.

9.4 If the Order specifies a pickup location, the Supplier shall transfer legal title and ownership to the Customer once the Order Items are loaded onto the Customer’s carrier or vehicle at the location of pickup.

10. Dispute Resolution

10.1 In the event of a breach of these Order Terms or a dispute as to the meaning of these Order Terms, the Supplier and the Customer agree to expeditiously attempt to resolve such dispute as set forth in this section. If within thirty (30) days after one party notifies the other in writing of the existence of a dispute the matter is unresolved to the satisfaction of either party, then the parties shall seek to resolve the matter by binding arbitration in accordance with the rules of the American Arbitration Association.

10.2 For disputes related to the quality of the Order Items, the Supplier and the Customer accept the process, criteria and tolerances outlined in Lumi’s quality policies located at lumi.com/quality.

10.3 For disputes not covered under these Order Terms and/or not covered by Lumi’s quality policies, both parties agree to work with each other and Lumi to in a best effort attempt to resolve disputes prior to taking any legal action.

11. Off Platform Communication

11.1 The Supplier and the Customer agree to make a best effort to communicate using only the Platform. The Supplier and the Customer agree that Lumi shall have no liability or responsibility for any quotes, orders, or changes that are made outside of the Platform or that are not reflected in the Platform.

12. Use of Third Parties

12.1 Both parties are responsible for and shall be liable for the actions of any third parties it involves in the quote, the Order or shipment. This responsibility extends to but is not limited to the use of subcontractors, third party logistics providers, temporary labor and carriers.

12.2 The Supplier and the Customer agree to disclose the use of any third parties and provide details of third parties used if requested by either party unless otherwise agreed upon.

13. Confidentiality

13.1 The Customer will preserve as confidential and protect the confidentiality of the Supplier’s information contained in the Platform. The Customer agrees it shall not use the Supplier’s information provided via the Platform for any purpose outside of the scope of the Customer’s relationship with the Supplier and use of the Platform. The Customer will not disclose the Supplier’s information to any third party unless otherwise agreed upon with the Supplier.

13.2 The Supplier will preserve as confidential and protect the confidentiality of the Customer’s non-public information contained in the Platform. The Supplier agrees it shall not use the Customer’s information provided via the Platform for any purpose outside of the scope of the Supplier’s relationship with the Customer and use of the Platform. The Supplier will not disclose the Customer’s information to any third party unless otherwise agreed upon with the Customer.

13.3 The Supplier must get approval from the Customer in order to use the Customer’s information to promote the Supplier. This includes but is not limited to using photos on websites and social media, and the use of the Customer’s name or logo on any form of advertising or promotion.

14. Limited Warranty and Disclaimer of Warranties

14.1 The Supplier warrants that all delivered Order Items shall materially meet to the specifications associated with the quote and the Order. The Supplier warrants that the Order Items delivered shall be free from defects in material and workmanship for a period of twenty-one (21) days from delivery.

14.2 Except as set forth in these Order Terms, the Seller disclaims, and Customer waives, all other warranties, whether express or implied (including, without limitation, warranties of merchantability, fitness for a particular purpose, title, and non-infringement).

15. Indemnification

15.1 The Customer agrees to indemnify and hold harmless the Supplier, its directors, officers, agents, employees, and contractors against any claim or demand, including, without limitation, attorneys’ fees and court costs, lost profits, demands, liabilities and claims in connection with or arising, directly or indirectly, out of:

15.1.1 A breach of these Order Terms by the Customer or its employees, agents, or contractors;

15.1.2 Any act, error or omission, whether negligent or not, of the Customer or its employees, agents, or contractors, including, without limitation, personal injury and property damage; and

15.1.3 Any disputes with regard to the title or possession of any Order Items.

16. Force Majeure

16.1 The Customer agrees that the Supplier is not responsible to the Customer for anything that the Supplier may otherwise be responsible for, if it is the result of events beyond the Supplier’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, pandemic or epidemic, or any other event beyond the Supplier’s control.

17. Governing Law and Venue

17.1 Each party shall comply with all applicable laws, regulations and ordinances and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order Terms.

17.2 The Customer and the Supplier agree that these Order Terms and any activity related to the Platform are governed by the law of the state of incorporation of the Supplier without regard to its conflicts of law principles. The Customer and the Supplier further agree to the venue and jurisdiction of the state courts, federal courts, and arbitrations located in the location of the headquarters of the defending party.