Wholesale T & Cs

Last Updated April 2024

The terms and conditions of sale (the "Terms") contained herein apply to all orders received by Lunu-Luxe Inc. (hereinafter collectively referred to as the "Supplier" or “Lunu-Luxe Inc.”) and are the exclusive binding agreement between the parties regarding the products sold by Supplier ("Products"). Supplier hereby rejects all provisions contained in communications from Buyer that conflict with or are inconsistent with the terms contained herein. Supplier’s failure to object to any of the provisions contained in Buyer's documentation shall not be deemed a waiver of these provisions. Supplier also objects to any provisions contained in communications from Buyer that increase Supplier's risk, liability, obligations, or exposure beyond that set forth herein, unless included in a contract signed in writing by a duly authorized representative of the Supplier. In the event of any conflict, discrepancy or inconsistency between these Terms and any terms or conditions, invoice, acceptance, acknowledgment, or other document submitted by Buyer, these Terms shall govern.

1. Product Supply:

1.1 Products: Supplier agrees to sell goods to the Buyer on the terms and conditions set out in this document.

1.2 Order Placement: Buyer shall place orders online via lunuluxe.com (Shopify)

2. Quality Assurance:

2.1 Quality Standards: The Supplier warrants to the Buyer that the Goods shall be of merchantable quality at the time of delivery to the Buyer or to a carrier for transportation to the Buyer, whichever occurs first. The Supplier, at its option, and at its cost, shall replace or repair any Goods which fail to comply with such warranty.

2.2 Inspection: Buyer reserves the right to inspect the products upon receipt. Any non-conforming products due to manufacturing error shall be subject to replacement at Supplier’s expense. Description in writing, with accompanying photo evidence to be provided to Supplier to validate replacement.

3. Delivery:

4.1 Shipping: Buyer shall be solely responsible for the cost of shipping and delivery of products, as well as any damages incurred during shipment.

5. No Franchise Agreement: The Parties to these terms and conditions are independent contractors and nothing in these terms shall be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Supplier and Buyer. Neither Party, by virtue of these terms, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party.

6. Ownership of Goods: The Supplier will retain ownership of the goods until payment has been received and then the ownership is transferred to the Buyer. Once you have retailed the products to your customer, it is your responsibility to handle any issue e.g loss, damage and destruction of the product that said customer brings to your attention. We are only responsible for the transactions that we authorize via our online store.

7. Wholesale Regulations:

As a buyer of Products, Buyer covenants and agrees that it shall, at all times, comply with the following Quality Control measures: (a) inspect all Products and remove any defective Products from their inventory; (b) report any and all such defects to Lunu-Luxe Inc.; (c) store Products in accordance with Lunu-Luxe Inc. guidelines: out of direct light and extreme heat or cold, including but not limited to the requirement that Products offered for sale by Buyer shall not, without Lunu-Luxe Inc.’s prior written consent, be co-mingled or consolidated with Products purchased by, or offered for sale, by any other party; (d) assist with Product recalls and other consumer safety information efforts; (e) provide ongoing customer support to consumers to ensure the quality and performance of Products; (f) refrain from repackaging Product into Product containers not purchased from and branded by Lunu-Luxe Inc., relabelling Product and altering Products and their contents; and (g) do not resell Lunu-Luxe Product online unless authorized by Lunu-Luxe Inc.  

Failure to comply with any one or more of the above will result in a termination of your account without notice.

8. Force Majeure:

Supplier shall not be liable for any loss, delay or failure to perform resulting from any circumstance, direct or indirect, reasonably beyond its control including, without limitation, fire, flood, extremes of weather, shipwreck, earthquakes, tornadoes, accident, explosion, mechanical breakdown, strike or other labor trouble, plant shutdown, acts of terror, pandemics, epidemics, unavailability of or interference with the usual means of transporting the Product or compliance with any law, regulation, order, recommendation or request of any governmental authority or any changes in any laws, rules or regulations, including but not limited to governmental action or inaction, or orders of the government. In addition, Supplier shall be so excused in the event it is unable to acquire from its usual sources and on terms it deems to be reasonable, any material necessary for manufacturing the Product. In the event that there should be a shortage of any Product, Supplier may apportion its available Product among itself, its affiliates and all its customers in such equitable manner as it deems fair and reasonable. Any delivery date may be extended, at Supplier's option, to the extent of any delay resulting from any force majeure event.

9. Confidential Information

Any documentation or data supplied by Supplier to Buyer and marked "confidential" is proprietary and confidential to Supplier. Supplier retains for itself all proprietary rights to all designs, engineering details, and other data pertaining to any Product sold. Buyer agrees to use its best efforts to maintain the confidentiality of any proprietary documentation, data, or price quotes (whether marked "confidential" or not) supplied to it and not to disclose or use such documentation, data, or price quotes in any manner inconsistent with the purpose for which it was disclosed.

10. General

Neither Buyer nor Supplier shall assign this order or any interest therein or any rights thereunder without the prior written consent of the other party. Any notice or report required or permitted by these terms and conditions shall be in writing or email and shall be deemed given if delivered personally or if sent by either party to the other by confirmed overnight delivery or by certified or registered mail, return receipt requested, postage prepaid, addressed to the other party to its address as set forth on the Purchase Order or at such other address as such party shall designate by notice hereunder or, if by email, upon acknowledgement or confirmation of delivery. These Terms shall be governed by and construed according to the laws of Ontario, Canada without regard to conflict of laws provisions. Each party consents to the exclusive jurisdiction of the courts located within Ontario, Canada. No modifications to these terms and conditions herein shall be enforceable except when in writing and signed by both parties, unless otherwise expressly stated herein. Any provision hereof which is prohibited or unenforceable shall, as to such jurisdictions, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity of such provision in any other jurisdiction. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. These Terms constitute the entire agreement between Buyer and Supplier with respect to the Products purchased, and supersede all prior or contemporaneous negotiations, understandings and agreements.