Dealer Application

1. Parties and appointment

This Dealer Agreement (the "Agreement") takes effect on the date Lumiere Studio approves the Lumiere Studio Dealer Application signed by Dealer (the "Effective Date") and is made between:

• Lumiere Studio, with its principal office at 880 Airport Road, Suite 111, Ormond Beach, FL 32174 ("Lumiere Studio"); and
• The dealer named in the Lumiere Studio Dealer Application ("Dealer").

1.1 Appointment. Lumiere Studio appoints Dealer as a non-exclusive authorized dealer of Lumiere Studio lighting products (the "Products"). Dealer may resell and install the Products for its own customers.

1.2 No territory. No territory is exclusive to Dealer. Lumiere Studio may appoint other dealers and sell directly anywhere.

1.3 Independent business. Dealer is an independent contractor. Nothing in this Agreement creates a partnership, franchise, joint venture or agency. Dealer may not bind Lumiere Studio to any contract or promise.

1.4 Dealer portal. Dealer orders through its Lumiere Studio online dealer account. Each person Dealer authorizes to order is a "Dealer Contact." Dealer is responsible for all orders placed by its Dealer Contacts and must tell Lumiere Studio promptly when one should be removed.

2. Account requirements

2.1 Approval. Dealer's account opens only after Lumiere Studio approves Dealer's application. Lumiere Studio may approve or decline any application, and may limit the payment terms it offers.

2.2 Documents. Before or at signing, Dealer will provide:

• A valid resale or sales-tax exemption certificate for each state Dealer ships into
• A completed IRS Form W-9
• Its federal Tax ID (EIN)
• Any trade or contractor license required where Dealer installs Products

2.3 Sales tax. Until Lumiere Studio has a valid resale certificate on file, it will charge sales tax as required by law. Dealer must notify Lumiere Studio if a certificate expires or is revoked.

2.4 Accurate information. Dealer will keep its company, billing, shipping and contact details current in its dealer account.

3. Pricing

3.1 Dealer pricing. Dealer buys at the dealer prices shown in its dealer account at the time of order. Lumiere Studio assigns each dealer a pricing level and may change that level with notice.

3.2 Price changes. Lumiere Studio may change prices at any time. Changes do not affect orders already accepted.

3.3 Resale prices. Dealer sets its own resale prices.

3.4 Confidential pricing. Dealer pricing, pricing levels and terms are confidential. Dealer will not share them with anyone outside its business, publish them, or show dealer pricing to end customers. The Lumiere Studio quote tool can show cost, retail or both; Dealer will use views that show cost for internal copies only, and will give customers proposals that show retail pricing or Dealer's own marked-up pricing.

3.5 Taxes. Prices exclude sales tax, freight and duties unless stated otherwise.

3.6 Demo and showroom pricing. Dealer may buy Products for its own showroom or demo use at 50% off its dealer price. Each demo order must be approved by Dealer's sales rep before Lumiere Studio accepts it. Demo-priced Products are for display and demonstration only and may not be resold or installed for customers.

4. Orders

4.1 Purchase orders. Dealer submits orders through its dealer account, with a purchase order (PO) number. No payment is collected when the order is submitted.

4.2 Order review. Every order is reviewed before it is accepted. Lumiere Studio confirms availability and pricing and, where Section 6 applies, quotes freight.

4.3 Acceptance. An order is binding only when Lumiere Studio confirms it in writing or by email, or ships it. Lumiere Studio may decline or partly fill any order.

4.4 Changes and cancellations. Dealer may change or cancel an order without charge before it ships. Custom, cut-to-length or special-order items cannot be cancelled once production or cutting has started.

4.5 Terms that apply. This Agreement governs every order. Terms printed on Dealer's PO or other documents do not apply unless Lumiere Studio agrees to them in writing.

4.6 Ship time. In-stock orders ship within 24–48 business hours after Lumiere Studio accepts them. Custom, cut-to-length, special-order and freight items may take longer; Lumiere Studio gives an estimated ship date during order review.

5. Payment terms

5.1 Starting terms. New accounts start on Pay on Receipt: payment is due when Lumiere Studio invoices the order at shipment.

5.2 Net 30. Lumiere Studio may move Dealer to Net 30 (payment due 30 days from invoice) once it has:

1. This Agreement, signed
2. A valid resale certificate (Section 2.2)
3. Any credit information Lumiere Studio reasonably requests

Lumiere Studio decides whether to offer Net 30 and may set a credit limit.

5.3 Changing terms. Lumiere Studio may move Dealer back to Pay on Receipt, lower a credit limit, or require prepayment if invoices are paid late or Dealer's credit changes.

5.4 Late payment. Overdue balances accrue interest at 1.5% per month, or the highest rate allowed by law if lower. Dealer pays reasonable collection costs, including attorney fees.

5.5 Credit hold. Lumiere Studio may hold new orders and shipments while any invoice is past due.

5.6 Disputes. Dealer must raise any invoice dispute in writing within 15 days of the invoice date and pay the undisputed amount on time.

6. Shipping and freight

6.1 Standard shipping. Standard ground shipping to the contiguous 48 states follows Lumiere Studio's published shipping policy. Orders of $499 or more ship free, except as stated in 6.2.

6.2 Oversized and freight items. Aluminum channels, long or heavy items, and large orders may need freight or special handling. These are not included in free shipping. Lumiere Studio quotes the shipping cost during order review, and Dealer approves the quote before shipment.

6.3 Other destinations. Shipping to Alaska, Hawaii, Puerto Rico, U.S. territories, APO/FPO addresses and outside the U.S. is quoted per order.

6.4 Expedited shipping. Expedited shipping is available on request at Dealer's cost.

6.5 Title and risk. Title and risk of loss pass to Dealer when Products are delivered to the shipping address on the order.

6.6 Damage and shortages. Dealer must inspect each delivery. Visible damage should be noted on the carrier's delivery receipt. Dealer must report damage or shortages, with photos, within 5 business days of delivery.

7. Returns, warranty and liability

7.1 Returns. Dealer may return Products within 30 days of delivery. Dealer contacts Lumiere Studio to start a return and receives a return authorization (RMA) number and a prepaid return label. Returns without an RMA will be refused.

7.2 Non-returnable items. Custom, special-order and cut-to-length items, and Products that have been installed, cannot be returned.

7.3 Condition and fees. Products must come back in original condition with all components and accessories. Products returned damaged or missing components may be charged a 15% restocking fee. Original shipping charges are not refunded. For orders that shipped free, $19.99 is deducted from the refund.

7.4 Warranty. Products carry Lumiere Studio's limited warranty against defects in materials. The warranty period is shown on each product's page; it ranges from 1 to 5 years depending on the product. If a covered defect appears within that period, Lumiere Studio replaces the Product at no charge. The warranty covers the original installation only and is not transferable. Warranty claims after the 30-day return window go to info@lumierestudio.com.

7.5 Warranty exclusions. The warranty does not cover improper installation, use outside published specifications, incompatible drivers or dimmers, physical damage or unauthorized modification.

7.6 Dealer warranties. Dealer may not give its customers any warranty on Lumiere Studio's behalf beyond the published warranty.

7.7 Disclaimer. Except for the warranty in 7.4, Products are sold without other warranties, express or implied, including merchantability and fitness for a particular purpose.

7.8 Limit of liability. Lumiere Studio is not liable for indirect, incidental or consequential damages, including labor, lost profits or reinstallation costs. Its total liability on any order will not exceed the price Dealer paid for that order.

8. Brand, marketing and installation

8.1 Use of the brand. Dealer may use the Lumiere Studio name, logo and product images only to promote and sell Products, and only as shown in Lumiere Studio's brand guidelines or approved marketing materials. Dealer may not register any domain, social handle or trademark containing "Lumiere Studio."

8.2 Ownership. All trademarks, images, specifications and marketing materials remain Lumiere Studio's property. Dealer's right to use them ends when this Agreement ends.

8.3 Representations. Dealer will describe Products accurately and will not make claims about performance, ratings or certifications beyond Lumiere Studio's published specifications.

8.4 Installation. Dealer is responsible for installing Products correctly, following Lumiere Studio's instructions and all applicable electrical codes, permits and licensing rules.

9. Term, termination and general terms

9.1 Term. This Agreement starts on the Effective Date and renews automatically each year until ended.

9.2 Termination for convenience. Either party may end this Agreement with 30 days' written notice.

9.3 Termination for cause. Either party may end it immediately if the other materially breaches it and does not cure the breach within 10 days of written notice. Non-payment and disclosure of confidential pricing are material breaches.

9.4 After termination. Dealer pays all amounts owed. Lumiere Studio may fill or cancel open orders. Dealer stops presenting itself as an authorized dealer. Sections 3.4, 5, 7, 8.2 and 9 continue to apply.

9.5 Changes to policies. Lumiere Studio may update its published shipping, returns, warranty and pricing policies. Updates apply to orders placed after they are posted. Any other change to this Agreement must be in writing and signed by both parties.

9.6 Governing law. Florida law governs this Agreement. Disputes will be resolved in the state or federal courts located in Volusia County, Florida.

9.7 Notices. Notices must be in writing and sent by email with confirmation, or by courier. Notices to Lumiere Studio go to info@lumierestudio.com; notices to Dealer go to the primary contact email in its Dealer Application.

9.8 General. Dealer may not assign this Agreement without Lumiere Studio's written consent. If any clause is unenforceable, the rest remains in effect. This Agreement, with Lumiere Studio's published policies, is the entire agreement between the parties. Signatures may be electronic.