LUXE PROTECTION FILMS TERMS AND CONDITIONS OF PURCHASE
These Standard Terms and Conditions of Purchase (“Terms”) apply to all transactions where there is no separate, written agreement formally signed by both parties. If such a signed agreement exists, then the terms of that agreement shall take precedence and govern the transaction and relationship between the parties.
In the absence of a written and duly executed agreement between both parties, these Terms set out the guidelines and legal provisions for this purchase order (“Order”) issued by Luxe Protection Films (“Buyer”) for the goods and/or services described on the Order.
Any proposal or documentation submitted by the Seller containing terms that differ from or add to these Terms are hereby objected to and shall not apply. However, such counterproposals by the Seller will not be construed as a rejection of the purchase contract, but rather as a rejection solely of the additional or differing terms.
Warranty
The Seller represents and warrants that for all materials, supplies, and equipment (collectively referred to as “materials”) delivered, and services provided under this Order:
- Title to the materials shall be good, marketable, rightful, and free from any security interest, lien, or encumbrance.
- All materials shall be new, free from defects in materials and workmanship, conform to the quality, size, description, and dimensions required by Luxe Protection Films (“Buyer”), fit for the intended purpose, and meet any specifications provided. Furthermore, the Seller’s services will be performed with skill and workmanship of the highest standard.
- Neither the materials, their manufacturing process, nor their intended use by the Seller or Buyer will infringe any patent, trademark, copyright, or any other third-party intellectual property rights.
- The prices charged for goods or services under this Order are no less favourable than those offered to any other customer for the same or similar goods and/or services in comparable or lesser quantities.
- The Seller shall not engage in any conduct or take any action that would cause Buyer to violate any applicable anti-bribery laws, including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, which prohibit offering or receiving money or anything of value to secure or retain business.
Buyer’s inspection, testing, acceptance, or use of the goods does not diminish the Seller’s obligations under these warranties. The Seller shall, at Buyer’s option and expense, promptly replace or repair any goods that fail to conform to these warranties.
If the Seller fails to rectify defects or replace nonconforming goods within ten (10) days of notification by Buyer, Buyer may, after giving ten (10) days’ prior written notice to Seller:
- (i) rectify or replace the goods and charge the Seller for all incurred costs; or
- (ii) revoke acceptance of the goods, requiring the Seller to refund the purchase price and arrange at their cost the return of the goods.
All warranties, express or implied, shall survive inspection, delivery, acceptance, and payment. Any attempt by Seller to limit or disclaim these warranties or Buyer’s remedies without written consent is null and void.
Compliance with Laws; Standards and Testing
The Seller warrants that all materials supplied and their manufacture comply fully with all applicable laws, regulations, and standards (“Laws”). All chemical substances supplied have been properly reported to the US Environmental Protection Agency (EPA) under the Toxic Substances Control Act and its regulations.
Prior to shipment, the Seller will conduct testing as requested by Buyer and provide certifications to confirm compliance with the required standards.
Indemnity
The Seller shall defend, indemnify, and hold harmless Buyer, its affiliates, vendors, officers, directors, shareholders, employees, and agents from all losses, liabilities, damages, and expenses arising from:
- (i) any actual or alleged violation of applicable Laws;
- (ii) any actual or alleged infringement of third-party intellectual property rights;
- (iii) injury, death, or property damage caused wholly or partly by Seller’s negligence or from use or installation of the materials;
- (iv) defects in manufacturing or design of supplied materials;
- (v) any breach or alleged breach of the representations, warranties, or terms in this Order.
If any goods are subject to a claim of infringement resulting in an injunction, the Seller shall, at its own cost, either:
- Obtain the right for Buyer to continue using or selling the goods,
- Substitute an equivalent product acceptable to Buyer, or
- Refund the purchase price.
Upon notification, Seller shall assume full responsibility for the defence of any legal action against Buyer or its affiliates related to the above matters, including claims of unfair competition.
Seller will indemnify Buyer and associated parties for all expenses, losses, claims, royalties, damages, court costs, and legal fees arising from such actions or settlements. Buyer reserves the right to control any legal proceedings.
Cover; Delivery
If the Seller defaults, Luxe Protection Films (“Buyer”) may source materials or services elsewhere and hold the Seller liable for any resulting damages. Delivery dates and quantities specified in this Order are critical, so the Seller must deliver on time and in full.
If deliveries are late or incomplete, Buyer reserves the right to cancel the order, purchase materials or services from alternative suppliers, and charge the Seller for any losses.
The Seller shall cooperate fully with Buyer on all customs formalities related to the import or export of materials, determine correct import/export classifications, and provide all documentation needed to satisfy Buyer’s requirements.
Prices
Orders must not be fulfilled at prices higher than those quoted, charged previously to Buyer, or specified herein. Unless otherwise agreed in writing, prices are inclusive of packaging, labelling, crating, taxes, and duties.
Unless otherwise agreed in writing, prices also include shipping and delivery under Ex Works (INCOTERMS 2022).
Inspection and Rejection
All materials are subject to inspection, testing, and acceptance by Buyer and the ultimate customer.
Buyer has a reasonable number of days from receipt to inspect the materials and notify the Seller of any non-conformance to Order specifications (including quantity and delivery timing).
Inspection may occur even after the final sale to the customer. Buyer reserves the right to reject any material that fails to meet the Order specifications or delivery schedule, and may:
- (i) Return rejected materials to Seller at Seller’s risk and expense for full credit at Order price, without waiving any rights to damages;
- (ii) Require Seller to replace rejected materials at Seller’s expense at the agreed unit price; or
- (iii) Treat this Order as breached for the rejected quantity and cancel any unfulfilled portions, holding Seller liable for breach and cancellation.
Seller remains responsible for proper packaging, correct quantities, and conformity to specifications regardless of Buyer’s acceptance.
Changes
Buyer may make changes to this Order at any time, including modifications to drawings, designs, specifications, quantities, shipment methods, packing, delivery schedules, or delivery locations.
If such changes cause an increase or decrease in cost or delivery time, a fair adjustment will be made to the contract price, delivery schedule, or both. The Order will be amended in writing accordingly.
Disagreements about adjustments do not excuse Seller from proceeding with the changed Order.
Seller must submit any claims for adjustments in writing within five (5) days of receiving notice of the change. Changes must be authorised only through a duly executed amendment to this Order.
Technical info or guidance provided by Buyer’s representatives will not be considered a change under this clause.
If Seller believes conduct by any Buyer employee constitutes a change, Seller must promptly notify Buyer’s central procurement office in writing with details, which will then be handled as per this section.
Confidential or Proprietary Information
Regardless of any document markings, any knowledge or info disclosed by Seller to Buyer relating to the goods or services under this Order will not be considered confidential or proprietary unless Buyer specifically agrees in writing.
Seller must not send any sensitive personal data to Buyer—this includes health info, financial details, social security numbers, biometrics, or any other similarly sensitive personal information.
Seller will keep confidential all technical, process, economic, or other information derived from Buyer’s drawings, specifications, or other data provided in connection with this Order, regardless of format.
Seller will not disclose, export, or use such information for any other party’s benefit without prior written consent from Buyer.
Except for what’s needed to properly perform this Order, Seller shall not use or copy Buyer’s drawings, specs, or data without prior written consent—and if copies are made with consent, this confidentiality notice must be included.
Upon completion or termination of the Order, Seller must promptly return all such materials and copies to Buyer, except for one copy kept for records.
Seller agrees not to publicly disclose any details about this Order or the goods/services provided without prior written approval from Buyer.
Work on Buyer’s Premises
If Seller needs to work on Buyer’s premises or as directed by Buyer, Seller must take all necessary precautions to prevent injury or damage, including following Buyer’s rules, procedures, and requirements.
Limitation of Liability
Buyer’s total liability related to this Order is limited to the amount Buyer has paid for the goods or services.
To the fullest extent allowed by law, Buyer is not liable for any special, incidental, consequential, indirect, or punitive damages—this includes lost revenue—even if Buyer was warned such damages might occur.
Payment and Invoicing
Invoices and bills of lading with full routing info must be dated and sent at shipment time. Each destination requires a separate invoice showing shipment point and method.
Invoices with transport charges must be accompanied by original receipted transport bills, and for consolidated carload shipments, must show weight and rate.
Any discount period stated on the purchase Order starts from the date Buyer receives a correct invoice from Seller.
Force Majeure
If manufacture, transfer, receipt, or use of any materials is delayed or prevented by events outside the reasonable control of either party, that party must promptly notify the other (Buyer must do so before shipment).
The affected party is excused from deliveries to the extent of the disruption.
At Buyer’s option, missed deliveries must be made once the issue ends, upon notification to Seller.
Assignment
Seller cannot assign this Order or any of its obligations without Buyer’s written consent.
Insurance
Seller must maintain, at their own cost, occurrence-based liability insurance and product liability insurance with a reputable, financially stable insurer approved by Buyer.
Coverage must be at least USD 1 million per occurrence and USD 2 million in aggregate, plus any other insurance required by law.
Seller must provide insurance certificates to Buyer, satisfactory in form and content, proving this coverage and confirming that the insurer will give Buyer at least 10 days’ written notice before cancelling or making any material changes.
Seller’s Representatives
If Seller’s employees, subcontractors, consultants, or other reps perform services at Buyer’s premises or at Buyer’s direction on others’ premises:
- They must comply with all rules and regulations of the premises.
- Seller must keep all materials and work sites free of any liens for materials or labour related to their services hereunder.
Termination
Buyer may cancel any unfilled part of this Order without liability if:
- Seller undergoes voluntary or involuntary bankruptcy, insolvency proceedings, or a receiver/assignee is appointed for creditors (with or without Seller’s consent).
- There is any change in control or ownership of Buyer.
Buyer’s Property
All tools, dies, patterns, designs, moulds, drawings, specs, data, and similar items provided by Buyer remain Buyer’s property.
If materials provided include Buyer’s intellectual property, Seller gets a non-exclusive, non-transferable, non-sublicensable, and non-assignable licence to use Buyer’s IP only to produce materials under this Order.
No other rights or ownership of Buyer’s IP are granted to Seller beyond this licence.
Survival
Seller’s obligations under Sections 1, 2, 3, 6, 8, 10, 17, 18, 19, 20, 22, 23, and 24 will survive termination of this Order.
Waiver and Modification
No claim or right from a breach can be waived or renounced unless supported by consideration and documented in writing signed by the affected party.
Buyer’s failure to enforce any provision at any time does not waive Buyer’s right to enforce it later.
This Order may be modified or cancelled only by a written agreement signed by authorised representatives of both parties.
Severability
If any part of this Order is found to be illegal, unenforceable, or invalid, that shall not affect the rest of the Order, which remains fully in effect.
Notices
All notices, consents, waivers, and other communications under this Order must be in writing and will be considered delivered:
- (i) on the date of personal delivery, or if sent by confirmed fax or email,
- (ii) one (1) business day after being sent via a national overnight courier with delivery confirmation,
- (iii) or three (3) business days after being posted by registered or certified mail (with return receipt requested and proper postage).
Choice of Law
This Agreement shall be governed by and interpreted according to the laws of the State of Texas, without regard to its conflict of law principles.
The UN Convention on Contracts for the International Sale of Goods shall not apply.
Dispute Resolution
Any dispute or claim related to this Order or its Terms that cannot be resolved amicably will be resolved by arbitration administered by the American Arbitration Association under its commercial arbitration rules.
- The arbitration will be held before a single arbitrator in Bexar County, Texas.
- The arbitrator will be chosen by mutual agreement or, failing that, appointed by the American Arbitration Association.
- The arbitration language will be English.
- The arbitrator will apply Texas law.
- The arbitrator’s written decision is final and binding.
- Each party bears its own arbitration costs, regardless of outcome.
This arbitration clause is the exclusive remedy for disputes related to this Order.
Entire Agreement
Unless a separate written agreement signed by both parties applies, this Order and any expressly incorporated documents represent the complete and exclusive agreement between the parties for the subject matter hereof.
Neither prior dealings nor trade customs shall affect the interpretation of this agreement, even if known to either party.
LUXE Authorized Installers
Shop LUXE
Join the LUXE Dealer Network
customers.