Terms of Service

1. Definitions & Acceptance

These Terms of Service (the "Terms") form a binding agreement between you ("Buyer", "Customer", or "you") and Staylighting ("Staylighting", "we", "us", "our"), a company registered in Zhongshan, Guangdong, China, with registered address at No. 88 Industrial Avenue, Guzhen Town, Zhongshan, Guangdong 528421, China.

By accessing staylighting.com, creating an account, requesting a quote, or placing an Order, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree, do not use the website or place an Order.

2. Eligibility & Ordering

Anyone may place an Order through the website. Each product has its own minimum order quantity (MOQ), shown on the product card — you can order that many or more of that item. For OEM, project or large-volume orders, contact our trade team at [email protected] or through the Buying Guide page.

You are responsible for keeping your account credentials confidential and for all activity under your account. Notify us immediately at [email protected] if you suspect unauthorized use. We are not liable for losses caused by unauthorized use of your credentials where you have not taken reasonable steps to keep them secure.

3. Catalogue Prices & Quotes

3.1 Catalogue pricing

Prices displayed on staylighting.com are:

• The discounted order price (a struck-through original price may also be shown as a reference).
• Inclusive of delivery to your designated China port (packing, palletising and domestic freight).
• Exclusive of international freight, insurance, export/import customs clearance, duty, VAT/GST and customs broker fees — these are arranged by you or quoted by us on request.
• Subject to change without notice until an Order is confirmed.

3.2 Quote validity

Written quotations (pro-forma invoices) are valid for 30 calendar days from issue date unless a longer validity is stated. After expiry, pricing is subject to raw-material FX and labor adjustments.

4. Orders, MOQ & Acceptance

4.1 Order placement

An Order is placed when you submit a written request (online checkout, email to your sales engineer, or signed purchase order) and we issue an Order Confirmation with an order number, total price, lead time, and payment terms.

4.2 MOQ (Minimum Order Quantity)

Each product carries its own minimum order quantity, shown on the product card. The website enforces it:

• Catalogue items: add the product's MOQ or more to your cart; quantities below the MOQ cannot be ordered.
• Custom / OEM: 20 units per order, or USD 5,000 total order value, whichever is greater.
• Project orders: Negotiated case-by-case, documented in the project SOW.

4.3 Order acceptance & cancellation

You may cancel a stock Order before production has begun with a full refund. Once production starts, our Returns Policy applies (restocking fees apply; custom orders are non-cancellable).

5. Pricing & Payment Terms

5.1 Methods

We accept:

• T/T bank transfer (most common for B2B).
• L/C at sight (orders USD 50,000 and above).
• Credit card via Stripe (orders up to USD 20,000, 2.9% surcharge).
• PayPal (orders up to USD 10,000, 3.5% surcharge).
• Trade-account credit terms — Net 30 / Net 60 for approved accounts after 6 months of clean payment history.

5.2 Payment schedule

• Stock orders ≤ USD 5,000: 100% upfront.
• Orders USD 5,000–50,000: 50% deposit, 50% before shipment (after QC photos approved).
• Orders USD 50,000+: 30% deposit, 60% against copy of B/L, 10% within 7 days of delivery (retention).
• Custom / OEM orders: 50% deposit to start production (non-refundable once materials ordered), 50% before shipment.

5.3 Late payment

Overdue invoices accrue interest at 1.5% per month (18% APR) until paid. We may suspend further shipments on the same or related contracts until the overdue amount is settled.

6. Title, Risk & Delivery

Title to the Goods passes to you when full payment is received by Staylighting. Risk of loss passes in accordance with the agreed Incoterm:

• EXW: Risk passes when Goods are made available at our factory.
• FOB: Risk passes when Goods are loaded onto the vessel at the named port.
• CIF / DAP / DDP: Risk passes at the named destination port or address.

Lead times stated in the Order Confirmation are estimates in working days, calculated from cleared payment, not from order date. See our Shipping Policy for full detail.

7. Customs & Import Compliance

Depending on the agreed Incoterm, either you or Staylighting act as importer of record. You are responsible for:

• Providing an accurate VAT / GST / EIN / EORI number where required.
• Paying all import duties, tariffs, taxes, and customs broker fees.
• Providing destination-market requirements early. We confirm the available certification documentation for the product configuration and project scope.

Where Goods are held or seized by customs due to your documentation or regulatory failure, Staylighting is not liable for delays, storage charges, or consequential losses.

8. Specifications & Tolerances

All dimensions, weights, finishes and photometric values are subject to industry-standard tolerances:

• Dimensions: ±2% on overall size, ±3 mm on individual components.
• Finish color: small variation between batch and sample is normal (ΔE ≤ 3.0 for custom colors).
• Lumens output: ±10% on LED fixtures (binning variance).
• Voltage tolerance: ±10% of nominal rating.
• Brass and copper natural aging: minor patina develops over 6–24 months depending on humidity — this is a feature of the material, not a defect.

Custom Orders must be specified in writing (drawing + finish reference sample). Verbal or sketch-only specifications are not accepted for production.

9. Warranty

Warranty terms are confirmed by product and stated in the applicable quotation or Order Confirmation. Most products are covered for 1–2 years from delivery, depending on the fixture and configuration. Where a manufacturing defect is covered, the remedy is limited to repair, replacement, or refund (at our discretion). Warranty does not cover:

• Damage caused by improper installation, modification, or unauthorized repair.
• Voltage mismatch or use outside specified input range.
• Normal wear, surface scratches from handling, or natural brass/copper patina.
• Consequential or indirect losses (lost revenue, business interruption).

See Returns Policy §6 for the full warranty process and exclusions.

10. Intellectual Property

10.1 Our IP

All product designs, drawings, brand names, photographs, website content, and engineering documentation published by Staylighting are our intellectual property or that of our licensors. You may not copy, reverse-engineer, or reproduce them without written permission.

10.2 Custom designs & OEM

If you supply a design, drawing, or specification for a Custom Order:

• You warrant that you own or are licensed to use the design and have the right to have it manufactured.
• You indemnify Staylighting against any third-party claim that the design infringes copyright, design right, trademark, or patent.
• Tooling, dies and patterns we develop for your Custom Order are paid for by you and remain our property unless a separate tooling transfer agreement is signed.

10.3 Resale of our catalogue products

You may resell our catalogue products under your own brand, but must not repackage, relabel, or present catalogue designs as your own original design.

11. Confidentiality & Data

Each party shall keep confidential any technical, commercial, or pricing information marked as confidential or that ought reasonably to be considered confidential. This obligation survives termination for 3 years.

Personal data is handled per our Privacy Policy. By using our website you consent to that policy.

12. Limitation of Liability

13. Indemnification

You agree to indemnify and hold Staylighting harmless from any third-party claim arising out of:

• Your breach of these Terms.
• Your resale or installation of Goods in a manner that violates local law.
• Your infringement of any third-party IP in custom designs supplied to us.
• Your negligent or wilful misuse of Goods.

14. Force Majeure

Neither party shall be liable for any failure or delay caused by events beyond reasonable control, including:

• Natural disasters, typhoons, earthquakes, floods.
• War, civil unrest, terrorism, embargo.
• Pandemics, government lockdowns, export restrictions.
• Port congestion, strikes, labor disputes affecting freight carriers.
• Utility outages, cyberattacks on payment or shipping infrastructure.

The affected party shall notify the other within 7 days and use reasonable efforts to mitigate. If a force-majeure event continues for more than 60 days, either party may terminate the affected Order with no liability beyond refunding unfulfilled prepayments.

15. Termination & Suspension

We may suspend or terminate your account or any pending Order if:

• You breach these Terms (including late payment).
• You provide false information during account registration or enquiry.
• Your business enters insolvency, liquidation, or receivership.
• We are required to you to do so by law, sanctions, or a competent authority.

Termination does not affect rights and obligations that have already accrued (e.g. your obligation to pay for Goods already shipped).

16. Governing Law & Disputes

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the People's Republic of China (excluding Hong Kong, Macau, Taiwan), without regard to its conflict-of-laws principles.

Any dispute arising out of or in connection with these Terms shall first be resolved by good-faith negotiation through senior management of both parties, within 30 days of written notice. If unresolved, the dispute shall be referred to and finally resolved by arbitration at the China International Economic and Trade Arbitration Commission (CIETAC), South China Sub-Commission, in Guangzhou, in English. The arbitral award is final and binding.

Notwithstanding the above, either party may apply for interim injunctive relief from any court of competent jurisdiction.

17. Compliance & Trade Restrictions

You warrant that:

• You are not located in, or acting for a person/entity located in, any country or region subject to comprehensive sanctions (e.g. North Korea, Iran, Syria, Crimea, so-called Donetsk/Luhansk regions).
• You are not on any sanctions list (OFAC SDN, EU Consolidated, UN, China MOFCOM).
• Goods will not be re-exported to restricted destinations or used for prohibited end uses (military, nuclear, chemical/biological weapons, missile delivery systems).

We may refuse service, cancel orders, or report transactions to authorities if we have reason to suspect non-compliance.

18. Changes to These Terms

We may revise these Terms at any time. Material changes (pricing structure, MOQ, liability cap, governing law) will be notified by email to active account holders at least 30 days before taking effect. Continued use of our website or placement of new Orders after the effective date constitutes acceptance.

19. Contact & Notices

For all legal notices, contract amendments, and disputes:

Notices are deemed delivered when sent by email (immediate, with read receipt) or 5 working days after dispatch by international courier.