PROFESSIONAL
CONSUMER

Viribright Lighting Inc. (“VIRIBRIGHT®”)
A Wholly Owned Subsidiary of Matrix Holdings Limited

Viribright Lighting Inc. is a U.S.-based lighting company specializing in the development, sourcing, distribution, and support of lighting products marketed under the VIRIBRIGHT® brand. As a wholly owned subsidiary of Matrix Holdings Limited, VIRIBRIGHT® leverages affiliated manufacturing resources, global sourcing capabilities, strategic manufacturing relationships, and established supply chain partnerships to provide lighting solutions for residential, commercial, industrial, and project-based applications throughout North America.

Products sold by VIRIBRIGHT® may be manufactured, assembled, packaged, or sourced through affiliated manufacturing operations, affiliated companies, contract manufacturers, approved production partners, and strategic suppliers. VIRIBRIGHT® reserves the right to utilize internal and external manufacturing and sourcing resources as necessary to support product availability, quality standards, regulatory compliance, and business continuity.

These Terms & Conditions govern all quotations, purchase orders, sales, shipments, and transactions with VIRIBRIGHT®. Any terms proposed by a customer that conflict with these Terms & Conditions are expressly rejected unless accepted in writing by an authorized officer of VIRIBRIGHT®.

1. ORDER ACCEPTANCE

All purchase orders must be submitted in writing and include complete billing, shipping, and contact information.

Acceptance of any purchase order is subject to review and approval by VIRIBRIGHT®.

VIRIBRIGHT® reserves the right to:

  • Accept or reject any order
  • Limit quantities
  • Allocate inventory
  • Modify shipment schedules
  • Require deposits or prepayment
  • Suspend or cancel orders due to supply constraints, credit concerns, pricing errors, or other business considerations

No order shall be deemed accepted until confirmed by VIRIBRIGHT®.

2. PRICING & QUOTATIONS

All quotations are subject to product availability and remain valid for thirty (30) calendar days unless otherwise stated.

Prices are subject to change without notice due to factors including but not limited to:

  • Supplier cost increases
  • Freight and logistics costs
  • Tariffs and duties
  • Currency fluctuations
  • Government actions
  • Market conditions
  • Supply chain disruptions

Pricing is not guaranteed until order acceptance.

Customer-requested delays, shipment holds, schedule changes, or revised delivery requirements may result in repricing.

3. PAYMENT TERMS

Payment terms are subject to credit approval and may be modified, suspended, or revoked at any time.

Unless otherwise approved in writing:

  • New accounts require prepayment.
  • Special-order and project-based orders may require deposits.
  • Direct-import transactions may require advance payment, wire transfer, or letter of credit.
  • Credit card payments may be subject to processing fees where permitted by law.

Past due balances may accrue service charges of 1.5% per month (18% annually) or the maximum amount permitted by law.

Customer shall be responsible for all collection costs, legal fees, court costs, and expenses incurred in recovering outstanding balances.

4. SHIPPING, FREIGHT & DELIVERY

Shipping dates are estimates only and are not guaranteed.

Unless otherwise specified in writing:

  • Domestic shipments are F.O.B. VIRIBRIGHT® shipping point.
  • Direct-import transactions are F.O.B. origin.

Risk of loss transfers to the purchaser upon delivery to the carrier.

VIRIBRIGHT® shall not be liable for delays resulting from transportation interruptions, customs delays, carrier performance, port congestion, labor shortages, weather events, governmental actions, or circumstances beyond its control.

Freight allowances, if offered, apply only to standard commercial delivery service and may be modified or discontinued at any time.

Additional freight-related services including residential delivery, liftgate service, inside delivery, appointment delivery, re-delivery, detention, storage, or limited-access delivery locations shall be billed separately.

5. DROP-SHIP & DIRECT FULFILLMENT SERVICES

VIRIBRIGHT® may provide direct fulfillment and drop-ship services for approved accounts.

Drop-ship programs are subject to operational requirements, shipping limitations, account standing, and product availability.

VIRIBRIGHT® reserves the right to:

  • Assess handling or fulfillment fees
  • Pass through freight charges
  • Establish minimum order requirements
  • Modify service levels
  • Suspend or discontinue fulfillment services

Carrier selection, packaging methods, and shipment routing remain at the discretion of VIRIBRIGHT® unless otherwise agreed in writing.

6. INVENTORY, ALLOCATION & AVAILABILITY

Inventory availability, lead times, and delivery schedules are estimates only.

VIRIBRIGHT® reserves the right to:

  • Allocate inventory among customers
  • Prioritize contractual or project commitments
  • Limit quantities
  • Adjust lead times
  • Substitute packaging configurations where appropriate

Project pricing, inventory reservations, and allocation commitments may require written approval, deposits, or purchase commitments.

7. PRODUCT SPECIFICATIONS & SOURCING

Specifications, packaging, labeling, dimensions, components, certifications, manufacturing locations, and product configurations may change without notice.

VIRIBRIGHT® reserves the right to source, manufacture, assemble, package, or procure products through affiliated companies, approved manufacturers, contract production facilities, or strategic supply partners, provided such changes do not materially affect product performance, regulatory compliance, or warranty coverage.

Product improvements, running changes, supplier transitions, or sourcing changes shall not constitute grounds for cancellation, rejection, or claim.

8. INSPECTION, CLAIMS & SHORTAGES

Customers are responsible for inspecting all shipments immediately upon receipt.

Visible damage, shortages, or discrepancies must be noted on the carrier’s delivery receipt at the time of delivery.

All claims must be submitted in writing within five (5) business days and include:

  • Photographs
  • Shipment documentation
  • Purchase order reference
  • Description of issue

Failure to provide timely notice shall constitute acceptance of the shipment.

9. RETURNS & RETURN AUTHORIZATION

No product may be returned without prior written authorization and a valid Return Merchandise Authorization (RMA).

Eligible returns must:

  • Be requested within thirty (30) days of delivery
  • Be unused and uninstalled
  • Be in original packaging
  • Be in saleable condition

Approved returns may be subject to:

  • Restocking fees of up to 15%
  • Original outbound freight charges
  • Return shipping costs

The following products are non-returnable:

  • Special-order products
  • Custom products
  • Modified products
  • Discontinued products
  • Clearance products
  • Installed products
  • Used products

Issuance of an RMA does not guarantee credit.

10. WARRANTY

Warranty coverage is governed exclusively by VIRIBRIGHT®’s published warranty policy.

Warranty remedies are limited to repair, replacement, or account credit, at VIRIBRIGHT®’s sole discretion.

Warranty coverage excludes failures caused by:

  • Improper installation
  • Misapplication
  • Electrical abnormalities
  • Environmental exposure
  • Abuse or misuse
  • Unauthorized modifications

11. LIMITATION OF LIABILITY

The maximum liability of VIRIBRIGHT® for any claim shall not exceed the original purchase price of the product giving rise to the claim.

IN NO EVENT SHALL VIRIBRIGHT® BE LIABLE FOR:

  • Lost profits
  • Lost revenue
  • Business interruption
  • Project delays
  • Labor expenses
  • Installation costs
  • Removal costs
  • Rental equipment expenses
  • Incidental damages
  • Consequential damages
  • Special damages
  • Punitive damages

Customer assumes responsibility for product selection, installation, and application.

12. CHANNEL PROTECTION & RESALE

VIRIBRIGHT® reserves the right to restrict, suspend, or terminate supply to any account that:

  • Engages in unauthorized marketplace sales
  • Diverts products outside approved channels
  • Misrepresents products or warranties
  • Violates pricing policies
  • Damages the reputation or goodwill of the VIRIBRIGHT® brand

Nothing contained herein shall obligate VIRIBRIGHT® to continue supplying any customer.

13. CREDIT HOLDS & ACCOUNT DEFAULT

VIRIBRIGHT® may suspend shipments, revoke credit privileges, require prepayment, or cancel open orders if:

  • Invoices become delinquent
  • Credit limits are exceeded
  • Payment disputes arise
  • Customer’s financial condition becomes unsatisfactory

All remedies available to VIRIBRIGHT® shall be cumulative and may be exercised without waiver.

14. FORCE MAJEURE

VIRIBRIGHT® shall not be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to natural disasters, transportation interruptions, labor shortages, supply chain disruptions, governmental actions, tariffs, trade restrictions, war, terrorism, civil unrest, public health emergencies, or utility failures.

15. GOVERNING LAW

These Terms & Conditions and all transactions with VIRIBRIGHT® shall be governed by the laws of the State of California.

Any legal proceeding arising from a transaction with VIRIBRIGHT® shall be brought exclusively in the state or federal courts located within California.

16. ENTIRE AGREEMENT

These Terms & Conditions constitute the entire agreement governing the transaction unless superseded by a written agreement signed by an authorized officer of VIRIBRIGHT®.

No waiver, amendment, modification, or exception shall be valid unless made in writing and signed by an authorized representative of VIRIBRIGHT®.