Terms of Sales
TERMS OF SALES
Any order placed with the seller implies acceptance by the buyer of these general conditions of sale and waiver on his part of his own general conditions of purchase.
The clauses on the order forms or correspondence from the buyer cannot derogate from it, except with the express agreement of the seller, mentioned on his offer or his order record.
The prices and information given in the catalogues, prospectuses and tariffs are only given as an indication, the seller reserving the right to make any modifications to the layout, shape, dimensions or material of his devices, machines and elements of machines whose engravings and descriptions appear on its printed matter as publicity.
The option period for our offers and quotes is 2 months. Our supplies are limited to the materials designated in the quotes. Our offers are subject to revision according to the price revision formulas published by the French lighting union.
The sales contract, even in the case of a preliminary estimate or offer, is only perfect subject to express acceptance by the seller of the buyer’s order. In the absence of contestation by the buyer, within 48 hours, of our acknowledgment of receipt of order, the terms and conditions stipulated on this acknowledgment of receipt are deemed to have been accepted.
The weights given in the estimate or contract are only indicative; they cannot, under any circumstances, be the cause of complaints or price reductions when the equipment is sold as a package.
When the equipment is sold as gross product, the prices invoiced are established on the basis of the product supplied.
The dimensions of the foundation blocks are given only as an indication; these beds must be established by the buyer, under his responsibility, and taking into account the variations required by local conditions.
For additional supplies, prices and new deadlines are specifically discussed between the seller and the buyer. Under no circumstances may the conditions for additional supplies prejudice those of the main order.
Presentation material must be returned within two months. Otherwise, it will be invoiced under the conditions of the offer, in accordance with the law.
2. INTELLECTUAL PROPERTY
The seller fully retains all the intellectual property rights of its projects, studies and documents of any kind, which cannot be communicated or executed without its written authorization. In the event of written communication, they must be returned to him on first request.
The technology and know-how, whether patented or not, as well as all industrial and intellectual property rights relating to the products and services, remain the exclusive property of the seller. Only the buyer is granted a right to use the products on a non-exclusive basis.
3. DELIVERY LEAD TIME
Delivery is deemed to have been made in the seller’s factories or stores.
The seller is automatically released from any commitment relating to the delivery time if the payment conditions have not been respected by the buyer, where:
– in case of force majeure. Is considered as a case of force majeure any event beyond the control of the seller and hindering its normal operation at the stage of manufacture or shipment of the products;
– in the event of events such as lockouts, total or partial strikes hindering the smooth running of the seller’s company or that of one of our suppliers, subcontractors or carriers, interruption of transport, of the supply of energy, raw materials or spare parts, epidemic, war, requisition, fire, bad weather, natural disaster, tool accidents, delay in transport or any other case leading to partial unemployment;
– when the information to be provided by the buyer does not reach the seller in due time, as well as in the event of modifications or new specifications.
Delivery times are given for information only and without guarantee. A delay does not authorize the buyer to cancel the sale, to refuse the goods or to benefit from damages.
In the event of a delay, the buyer cannot immediately cancel his order: he must imperatively send the seller a formal notice.
No penalties for late delivery are accepted, unless they have been the subject of specific contractual provisions. They cannot then exceed an amount of 5% of the value, in workshop or in store, of the only material remaining to be delivered.
These penalties can only be applied if the delay is due to the seller and if it has caused real damage. They cannot be applied if the buyer has not notified the seller in writing when ordering, and confirmed, at the time scheduled for delivery, of his intention to apply these penalties.
These penalties are in the nature of fixed and liberating damages, exclusive of any other form of reparation.
Our goods travel at the risk and peril of the buyer, who is responsible for checking shipments on arrival, reporting any reservations and making any claims against the carrier, even if the shipment was made free of charge.
Our transport, free of carriage and packaging, always includes unloading by the recipient, the driver not being able to operate alone.
Any additional transport costs due to the buyer (in the event of an error in the delivery address or the absence of the recipient) will be automatically passed on to him.
Notwithstanding legal obligations, to be taken into account, any complaint relating to the nature, type, characteristics, delivery slips and apparent quality of the products must be reported to the seller by registered letter with acknowledgment of receipt within maximum of 8 calendar days from delivery.
Non-returnable packaging is always due by the customer and is not taken back by the seller. In the absence of any special indication on this subject, the packaging is prepared by the seller who acts in the best interests of the customer.
The return of a delivered product can exceptionally only be accepted after prior written agreement from the seller. After acceptance of the return by the seller, the product must be returned within eight calendar days, in the condition in which it was delivered, both with regard to the product and its packaging.
In the event of deterioration of the equipment, the costs of repairs will be borne by the buyer.
5. PAYMENT TERMS AND DEADLINES
The contract determines the terms of payment.
The invoice mentions the date on which payment must be made as well as the rate of penalties payable the day following the payment date indicated on the invoice.
Non-payment of a due date automatically entails the forfeiture of the term and consequently the immediate payment of all sums due, even future due dates.
All sums not paid on the due date bear, from the first day of delay, automatically, and without the need for formal notice, interest at the rate of the European Central Bank, increased by 7 points, in accordance with the provisions of European Directive 2000/35 of June 29, 2000 and French Law No. 2001-420 of May 15, 2001, without prejudice to putting an end to the infringement. The seller reserves the right to apply as a penalty clause an increase equal to 15% of the amount of receivables due.
For a first order, payment is made in cash before shipment.
In the event of dispute or partial performance of the contract, payment remains due on the part of the contract that is not contested or partially performed.
Payment is deemed to have been made on the date on which the funds are made available by the client to the beneficiary or his deputy.
The services associated with the supply are payable in cash, net and without discount.
6. RETENTION OF OWNERSHIP
The seller retains ownership of the goods sold until effective payment of the full price in principal and accessories. However, the transfer of risks is carried out at the expense of the buyer upon delivery.
Failure to pay any of the due dates may result in the claiming of the goods.
a) Defects qualifying for the warranty
The seller undertakes to remedy any operating defect resulting from a defect in the design, materials or execution (including assembly if this operation is entrusted to him) within the limits of the provisions below. The seller’s obligation does not apply in the event of a defect arising either from materials supplied by the buyer or from a design imposed by the latter.
Any warranty is also excluded for incidents relating to fortuitous events or force majeure as well as for replacements or repairs resulting from normal wear and tear of the equipment, deterioration or accidents resulting from negligence, faulty installation, monitoring or maintenance and abnormal use or use not in accordance with the instructions of the seller of this equipment.
b) Duration and starting point of the guarantee
This commitment only applies to defects which will have manifested themselves during a warranty period of two years. Replacement parts or replaced parts are warranted for the remaining time under this warranty.
The warranty period runs from the day of delivery within the meaning of point 3 above.
c) Obligations of the buyer
To be able to invoke the benefit of these provisions, the buyer must:
– communicate to the seller, prior to the order, the destination and the conditions of use of the equipment;
– notify the seller, without delay and in writing, of the defects that he attributes to the equipment and provide all justifications as to the reality of these;
– give the seller every facility to proceed with the observation of these defects and to remedy them;
– refrain, in addition, except with the express agreement of the seller, from carrying out the repair itself or having it carried out by a third party.
d) Procedures for exercising the guarantee
It is up to the seller thus notified to remedy the defect and at his own expense and with all diligence, the seller reserving the right to modify, if necessary, the devices of the equipment so as to meet his obligations.
The work resulting from the warranty obligation is carried out in principle in the seller’s workshops after the buyer has returned the defective equipment or parts to the latter for the purpose of repair or replacement.
Nevertheless, in the event that, given the nature of the equipment, the repair must take place on the installation site, the seller shall bear the cost of labor corresponding to this repair, excluding time spent in preliminary work or in dismantling and reassembly operations made necessary by the conditions of use or installation of this equipment and concerning elements not included in the supply in question.
The cost of transporting the defective equipment or parts, as well as that of the return of the repaired or replaced equipment or parts are the responsibility of the purchaser, as well as in the event of repair on the installation site, the costs travel and living expenses of the seller’s agents.
Parts replaced free of charge become the property of the seller.
a) Liability for direct material damage
The seller is required to repair direct material damage caused to the buyer resulting from faults attributable to the seller in the performance of the contract. As a result, the seller is not required to repair either the harmful consequences of the faults of the buyer or third parties relating to the execution of the contract, nor the damage resulting from the use by the seller of technical documents, data, or any other means provided or the use of which is imposed by the buyer and containing errors not detected by the seller.
b) Liability for indirect and/or consequential damages
Under no circumstances will the seller be required to compensate immaterial and/or indirect damage such as in particular: operating losses, profit losses, commercial damage, etc.
The seller’s liability is strictly limited to the obligations expressly stipulated in the contract. All the penalties and indemnities provided for therein have the nature of fixed damages, liberating and exclusive of any other sanction or indemnification.
c) General provisions
Excluding gross negligence on the part of the seller and compensation for bodily injury, the seller’s liability is limited, all causes combined, to a sum which, in the absence of a different stipulation in the contract, is capped at the sums collected under of the supply or service on the day of the complaint.
The buyer guarantees the waiver of recourse by his insurers or third parties in a contractual situation with him, against the seller or his insurers beyond the limits and for the exclusions set out above.
9. SPECIFIC CONTRACTS
a) Custom work
In terms of custom-made work, the subcontractor exclusively guarantees execution in accordance with the dimensions, tolerances and specifications indicated to him.
When the responsibility for supplying the material lies with the subcontractor, the latter is only bound, in the event of non-conforming or defective parts, insofar as their number exceeds the tolerances, to replace them free of charge, without he could be asked for damages.
When the material or the parts are supplied by the customer, the subcontractor, in the event of non-compliant execution not resulting from their inherent defect and relating to a number of parts exceeding the tolerances, will be liable at the customer’s discretion, either to make a credit note corresponding to the cost of the scrapped parts, or to redo the work using the material or the necessary parts made available to it by the customer.
Unless the contract has expressly provided for it, the subcontractor is liable for the loss or deterioration of the material or parts entrusted to him only if a serious breach of the rules of prudence and diligence normally required is found. for work of this kind.
Unless expressly agreed otherwise, repair operations do not give rise to any warranty other than that of proper execution of said operations.
In the absence of an amicable agreement, it is expressly agreed that any dispute relating to the contract will be the exclusive jurisdiction of the court of Marseilles, even in the event of a warranty claim or multiple defendants.