Supplier Terms of Service

Last modified October 26th, 2020


1. Introduction

  • 1.1 Lumi Inc. (“Lumi”) maintains the publicly available portions of the website located at supplier.lumi.com and all of its content (collectively, the “Platform”) for use by any manufacturer or other supplier of goods and services it has agreed to work with (“Supplier”). The Supplier hereby agrees that its access to and use of the Platform is subject to these Supplier Terms of Service (“STOS”), Lumi’s Privacy Policy located at lumi.com/privacy , and all applicable laws.

    By accessing, using, and browsing the Platform, the Supplier agrees to be bound by these STOS. These STOS govern the Supplier’s use of the Platform, including the use of quote opportunities and the sale of items via the Platform.

    Each individual user of the Platform (“User”), such as the employees and agents of the Supplier, agrees to be bound by these STOS on behalf of the Supplier the User is associated with, and represents and warrants that they have the authority to agree to these STOS on the Supplier’s behalf.

    These STOS may be incorporated into other agreements such as agreements entitled “Marketplace Participation Agreement”. In the event of a conflict in terms between these STOS and those terms of the incorporating agreement (“Incorporating Agreement”), the terms of this Agreement shall supersede the terms of the Incorporating Agreement unless such other agreement specifically states otherwise.

    These STOS, and any related Incorporating Agreement, constitute the entire and exclusive understanding and agreement between the Supplier and Lumi regarding the Platform. Any failure by Lumi to enforce any right or provision of these STOS will not be considered a waiver of such right or provision, and the waiver of any such right or provision will be effective only if agreed upon in writing and signed by a duly authorized representative of Lumi.

    Lumi may periodically revise any of these STOS. If a revision is material, as determined solely by Lumi, the Supplier will be notified. The current version of these STOS will always be posted on Lumi’s terms of service page located at lumi.com/terms/supplier . By continuing to use the Platform after revisions become effective, the Supplier is agreeing to be bound by the revised STOS.

    These STOS form a binding contract between the Supplier and Lumi with respect to the Supplier’s access to and use of the Platform.

2. Quotes

  • 2.1 Quotes submitted by the Supplier via the Platform, or that should have been submitted via the Platform, are governed by these STOS.

  • 2.2 The date the Supplier’s quotes expire are as set by the Supplier during its submission of the quote. The pricing contained in each quote of the Supplier must remain a valid offer until the quote expires according to the terms of the quote made.

  • 2.3 The Supplier shall ensure that all material and certification claims it makes in its quotes are verifiable, and the Supplier will ensure that products purchased pursuant to a quote will comply with all terms of the quote.

3. Orders

  • 3.1 Orders submitted by or entered into by the Supplier via the Platform, or that should have been submitted or entered into via the Platform, are governed by these STOS.

  • 3.2 Orders are legally binding agreements between the Supplier and their customers once they have been finalized. An order for a first-time item is finalized once the customer has approved of the Supplier’s generated proof. An order for a repeat item is finalized once the Supplier has acknowledged and accepted the order.

  • 3.3 Once finalized, an order is only cancellable if such cancellation is mutually agreed upon by both the Supplier and the customer. The Supplier may reject an order for any reason if it has not been finalized. Lumi notes to the Supplier that the rejection of an order may negatively affect the Supplier’s rating on the Platform and that Lumi shall have no liability to the Supplier for the ratings of customers and potential customers. A customer may cancel an order for any reason if it has not been finalized.

  • 3.4 The Supplier agrees that product purchased pursuant to an order will be produced according to the applicable terms and specifications in the associated quote and its associated finalized order.

  • 3.5 The Supplier may not charge customers in any way beyond as set forth in the applicable order, such as but not limited to charges for labeling, insurance, storage and palletization, unless the applicable customer agrees in writing.

4. Shipments

  • 4.1 The Supplier shall ship products in quantities and at times as set forth in any order it is a party to hereunder. In the event that delivery times are not specified, the Supplier shall provide the products in a prompt, workmanlike manner.

  • 4.2 Items should be packed, marked and shipped by the Supplier in accordance with the customer’s instructions, or in the absence of such instructions, in accordance with requirements of common carriers 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 an order shipped contrary to their instructions in which event the items may be returned to the Supplier at the Supplier’s expense.

  • 4.3 The Supplier shall ensure all shipments must include packing slips. The packing slips shall describe the items shipped in accordance with the customer’s instructions.

  • 4.4 Items must be properly classified for transport by the Supplier. In the event items are not properly classified for shippers, the Supplier shall be liable for and is responsible for any differences and penalties.

  • 4.5 The Supplier shall upload proof of shipping, and of delivery, to the Platform for each shipment it makes pursuant to an order.

  • 4.6 Unless the customer and the Supplier agree otherwise in writing, the customer may change the shipment schedule for an order if notice is given to the Supplier no later than 7 days prior to the initially agreed upon ship date.

  • 4.7 The Supplier will notify the customer of any potential delays no later than 7 days prior to the initially agreed upon ship date. The Supplier will ship no earlier than 7 days prior to the initially agreed upon ship date, unless otherwise agreed upon with the customer. Partial shipments will not be allowed, unless otherwise agreed upon with the customer.

5. Substitutions and Modifications

  • 5.1 Before there are any specification or structural design changes made to an item by the Supplier, the Supplier must obtain the applicable customer’s approval.

  • 5.2 Any specification or structural design changes made to an item agreed to by the Supplier and the applicable customer must be reflected in the item specifications and proof shown in the Platform prior to production.

  • 5.3 If the customer desires to make changes to item 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 Supplier for the costs of accommodation.

6. Tooling

  • 6.1 The Supplier agrees that the applicable customer owns any tooling used in the production of an item for such customer once the tooling has been paid for by the customer.

  • 6.2 The Supplier agrees to store the customer’s tooling for up to 12 months without use. Tooling that has not been used for a period of 12 months from last purchase date may be disposed of at the discretion of the Supplier, unless the customer has previously requested them. The Supplier must notify the customer prior to the disposal of any tooling.

  • 6.3 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 applicable customer paying for or reimbursing the Supplier for associated costs of transfer, such as but not limited to shipping, handling and export fees.

7. Marketplace Payments

  • 7.1 The Supplier agrees that the payment terms for an order it accepts shall be the ones the Supplier offered during submission of the Supplier’s initial quote. As between Lumi and the Supplier, the Supplier is solely responsible for the payment terms and credit it grants to the customer. Any information provided by Lumi is as a communication intermediary and is not to be construed as financial, tax or credit advice or guidance by Lumi. If not otherwise specified by the Supplier, the Supplier agrees that payment for an order is due upfront and prior to the beginning of production.  

  • 7.2 The Supplier will invoice its customer in accordance to the payment terms associated with the applicable order. 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 Supplier agrees to receive payment for all Marketplace orders using Lumi as an intermediary.

  • 7.3 If the Supplier withholds the shipment of items if a customer has not made payment, Lumi will not have such fact negatively affect the Supplier’s rating on the Platform. If the customer is late in making payment, Lumi will provide the Supplier with the customer’s contact information upon request.

  • 7.4 The customer is responsible for paying all taxes the Supplier is or may be required to pay/collect, unless the Supplier agrees with the customer otherwise. The Supplier is fully responsible for the tax status it grants to the customer, if it deems the items it’s selling to the customer to be tax exempt it does it solely on its discretion. If Lumi provides any credit, tax or financial information about the customer to the Supplier, the Supplier agrees that Lumi shall not be deemed to be given tax advice nor be liable for the accuracy of such information.

  • 7.5 For Marketplace quotes only, pricing will be shared directly with potential customers, and in those such cases only, Lumi will not modify the pricing supplied by the Supplier, such as by adding an additional markup to account for transaction fees owed to Lumi by the Supplier.

8. Risk of Loss

  • 8.1 The Supplier agrees that who bears responsibility and liability for damage occurring to items after production by the Supplier has completed, but before their arrival at the customer’s designated delivery location shall be determined by the order’s incoterm.

  • 8.1.1 Delivery duty paid (“DDP”): If the order specifies DDP, the Supplier shall transfer legal title and ownership to the customer upon arrival of the items at the customer’s designated shipping location. For international orders, transfer of legal title and ownership will take place no earlier than arrival at the port of entry of the destination.

  • 8.1.2 Ex works (“EXW”): If the order specifies EXW, the Supplier shall transfer legal title and ownership to the customer once items are loaded onto the customer’s carrier or vehicle.

9. Dispute Resolution

  • 9.1 In the event of a breach of these STOS or a dispute as to the meaning of these STOS, the Supplier and Lumi agree to expeditiously attempt to resolve such dispute as set forth in this Section 9. If within 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.

  • 9.2 For disputes related to production quality, the Supplier accepts the process, criteria and tolerances outlined in Lumi quality policies located at lumi.com/quality. For customer disputes unrelated to quality and not covered under these STOS, the Supplier agrees to work with the customer and Lumi to in a best effort attempt to resolve disputes prior to taking any legal action.

10. Off Platform Communication

  • 10.1 Lumi shall have no liability or responsibility for any quotes, orders, or changes to the foregoing that are made outside of the Platform or that are not reflected in the Platform.

11. Non-Circumvent; Non-Diversion; Non-Disparagement

  • 11.1 The Supplier agrees not to pursue any quote opportunities related to customers found via the Platform unless done so via the Platform.

  • 11.2 Lumi has the right to remove the Supplier from the Platform if the Supplier try to circumvent Lumi and work directly with the customer outside of the Platform. Examples of circumvention include, but are not limited to:

  • 11.2.1 The customer has placed an order with the Supplier via the Platform and a re-order is moved off the Platform.

  • 11.2.2 The customer has placed an order with the Supplier via the Platform, it is not accepted by the Supplier through the Platform but is instead moved off the Platform or otherwise pursued outside the Platform.

  • 11.2.3 The Supplier has submitted a quote via the Platform but the order is moved off the Platform or pursued outside of the Platform.

  • 11.2.4 The customer creates a quote opportunity and the Supplier submits a quote to the customer outside of the Platform.

  • 11.2.5 The Supplier identifies that a customer needs items via the Platform and approaches the customer about general opportunities outside of the Platform.

  • 11.3 The Supplier shall not, at any time, disparage Lumi or its officers, employees, directors, agents, or their products or services.

12. Platform Users

  • 12.1 The Supplier shall be responsible and liable for the actions of users associated with their account. The Supplier shall ensure such users must use the Platform in compliance with these STOS.

  • 12.2 The Supplier agrees to notify Lumi immediately of any known or suspected unauthorized use of the Platform by its users. Lumi has the right to contact any user on the Platform at any time and may immediately suspend or terminate authorized user’s access to the Platform for any actual or suspected violation of these STOS at any time.

  • 12.3 The Supplier, and the users of the Supplier, agree not to:

  • 12.3.1 Share passwords or login details with anyone within or external to the Supplier’s organization;

  • 12.3.2 Share Platform features or content with any third party;

  • 12.3.3 Access the Platform to build a competitive product or service, or reverse engineer any of the software or products of Lumi; and/or

  • 12.3.4 Download or use any Lumi graphics or photography without written authorization from Lumi.

  • 12.4 The Supplier, and the users of the Supplier, agree not to submit, transmit or upload to the Platform any content that:

  • 12.4.1 Is false, deceptive, misleading, slanderous, libelous, malicious or deceitful;

  • 12.4.2 Infringes any Intellectual Property Rights or other rights of any third party, or is a submission that they do not have the right or authority to make;

  • 12.4.3 Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and/or

  • 12.4.4 Disrupts the normal flow of dialogue with an excessive amount of submissions (flooding attack) to the Platform, or that otherwise negatively affects other users’ ability to use the Platform.

13. Use of Third Parties

  • 13.1 The Supplier is responsible for and shall be liable for the actions of any third parties it involves in a quote, order and if applicable shipment. This responsibility extends to but is not limited to the use of subcontractors, temporary labor and carriers.

  • 13.2 The Supplier must disclose the use of any third parties and provide details of that third party if requested by Lumi or the customer.

14. Non-Disclosure Agreement and Confidentiality

  • 14.1 Before accessing the Platform, the Supplier agrees to execute a mutual non-disclosure agreement (the “NDA”) with Lumi in a form and content approved by Lumi. If a mutual non-disclosure agreement has not been executed, email suppliers@lumi.com.

  • 14.2 In addition to the terms of the NDA, the Supplier will preserve as confidential and protect the confidentiality of any non-public customer information contained in the Platform. The Supplier agrees it shall not use the customer information provided via Lumi for any purpose outside of the scope of the Supplier’s relationship with Lumi and the Platform. The Supplier will not disclose customer information to any third party unless otherwise agreed upon with the customer in writing.

  • 14.3 The Supplier must get approval through Lumi from a customer in order to use a specific customer to promote the Supplier. This includes but is not limited to using photos on websites and social media, and the use of a customer’s name or logo on any form of advertising or promotion.  

  • 14.4 The Supplier agrees that location, manufacturing capabilities and other types of information shared by the Supplier, as well as performance based data garnered through the Platform, may be used by Lumi on the Platform, as well as made publicly available by Lumi. When indicating the Supplier’s location manufacturing capabilities or other types of information, such must be reflective of the Supplier’s own locations and manufacturing capabilities and not inclusive of subcontractors.

  • 14.5 Lumi has the right to use quote and order data submitted by the Supplier for internal analysis and estimations. Lumi may use quotes, manufacturing capabilities, or other information in public documents such as case studies or examples as long as the information is anonymized unless otherwise agreed upon with the customer.

15. Representations; Disclaimer of Warranties; Limitation of Liability

  • 15.1 The Supplier agrees, represents and warrants that at all times it shall comply with applicable law.

  • 15.2 WHILE LUMI USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION ON THE PLATFORM, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, LUMI MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. EVERYTHING ON THE PLATFORM IS PROVIDED TO THE SUPPLIER “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR FREE OF OMISSIONS, ERRORS, OR DEFECTS.

  • 15.3 ANY USE OF THE PLATFORM IS AT THE SUPPLIER’S RISK. THE SUPPLIER AGREES THAT NEITHER LUMI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ACCESS TO, OR USE OF, THE PLATFORM. LUMI ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, COMPUTER EQUIPMENT OR OTHER PROPERTY RELATING TO ACCESS TO, USE OF, OR BROWSING IN THE PLATFORM OR DOWNLOADING OF ANY CONTENT, MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM. THE SUPPLIER AGREES THAT IN NO EVENT SHALL LUMI’S LIABILITY EXCEED THE AMOUNT LUMI HAS RETAINED FROM PAYMENT LUMI HAS RECEIVED FOR THE SUPPLIER IN THE PRECEEDING 365 DAYS.

16. Indemnification

  • 16.1 The Supplier agrees to promptly indemnify and hold harmless Lumi, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, customers, service providers, vendors, suppliers and employees from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of any actions or improper omissions of the Supplier, the Supplier’s breach of these STOS or any other agreement with Lumi, the Supplier’s breach of any of the representations herein, or the Supplier’s breach of any rights of any third party.

17. Insurance

  • 17.1 For any period that the Supplier is using the Platform, and for an additional 3 years, the Supplier shall name Lumi as an additionally insured party under the insurance policies that the Supplier procures. A certificate indicating that Lumi is an additionally insured party shall be supplied to Lumi within 30 days of the Supplier being bound by these STOS. The Supplier shall inform Lumi if it changes its insurance, and shall provide new certificates indicating that Lumi is an additionally insured party in the event of any change of or expiration of prior policies.

18. Force Majeure

  • 18.1 The Supplier agrees that Lumi is not responsible to the Supplier for anything that Lumi may otherwise be responsible for, if it is the result of events beyond Lumi’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, or any other event beyond Lumi’s control.

19. Governing Law and Venue

  • 19.1 The Supplier agrees that any agreements it enters into with Lumi, and these STOS are governed by the law of the State of California without regard to its conflicts of law principles. The Supplier further agrees to the venue and jurisdiction of the state courts, federal courts, and arbitrations located in Los Angeles County, CA, USA.

20. Cancellation and Termination

  • 20.1 The Supplier can be removed from the Platform at any time by requesting so from Lumi in an email sent to suppliers@lumi.com. Lumi can remove the Supplier from the Platform at any time and can do so at its sole discretion. Prior to the Supplier leaving the Platform, unless otherwise agreed upon in writing, all submitted quotes must either reach expiry or be removed, all open orders must be completed and all outstanding payments must be made.

21. Miscellaneous

  • 21.1 In the event of the termination of the relationship of Lumi and the Supplier or the application of these STOS or any agreement incorporating these STOS, the terms of these STOS shall survive and continue to be enforceable according to their terms.