Terms and conditions celightechnologies

TERMS OF SALES

Application of the General Conditions of Sale

- Enforceability of the General Conditions of Sale

These General Conditions of Sale (GTC) are systematically sent or given to each buyer to enable him to place an order.

Consequently, the fact of placing an order implies the buyer's full and unreserved acceptance of these General Conditions of Sale, to the exclusion of all other documents such as prospectuses, catalogs, issued by the seller which only have 'an indicative value and which may be modified without further notice. No particular condition can, except formal and written acceptance of the seller, prevail over the General Conditions of Sale. Any contrary condition opposed by the buyer will therefore be, in the absence of express acceptance, unenforceable against the seller, regardless of when it may have been brought to his attention. The fact that the seller does not avail himself at a given time of any one of these General Terms and Conditions of Sale cannot be interpreted as a waiver of subsequently invoking any of the said conditions.

- Conditions relating to the validity of the order

Orders are only final when they have been confirmed in writing (fax, email, etc.). The seller is only bound by orders taken by its representatives or employees subject to written and signed confirmation.

The benefit of the order is personal to the buyer and cannot be transferred without the agreement of the seller.

- Modification of the order

Any modification of the order requested by the purchaser can only be taken into consideration if it is received in writing before the start of production of the products. If the seller does not accept the modification, the down payments will not be returned. After confirmation of the order, the seller reserves the right to make any changes at any time that he deems useful and which do not alter the quality and functionality of his products and to modify without prior notice the models defined in his leaflets or catalogs.

3.2- Cancellation of the order

Any cancellation of an order requested by the buyer can only be taken into consideration if it is received in writing before the start of production of the products. Under no circumstances will the down payments be returned.

- Delivery

Modalities

Delivery is made either by direct delivery of the product to the buyer, or by simple notice of availability, or by delivery to a shipper or carrier in the seller's premises or warehouses. The buyer undertakes to take delivery within fifteen days of the notice of provision. Once this period has expired, the seller may consider that the order is canceled and the sale unilaterally terminated by the buyer, the seller retaining the deposit that may have been paid.

Deadlines

Deliveries are only made according to availability and in the order of arrival of the orders. The seller is authorized to make full or partial deliveries. Delivery times are indicated as exactly as possible but depend on the seller's supply and transport possibilities. Delivery time overruns cannot give rise to damages, withholding or cancellation of orders in progress. However, if two months after the indicative delivery date the product has not been delivered, for any reason other than a case of force majeure, the sale may then be resolved at the request of one or the other party; the purchaser may obtain restitution of his deposit to the exclusion of any other compensation or damages.

The following are considered in particular as force majeure, discharging the seller from his obligation to deliver: war, riot, fire, strikes, accidents, transport interruptions, the impossibility for himself to be stocked. The seller will keep the buyer informed, in a timely manner, of the cases and events listed above. In any event, delivery on time can only take place if the buyer is up to date with his obligations to the seller, whatever the cause.

Risks

The products are deliverable at the agreed place; in all cases, they travel at the risk and peril of the recipient, to whom it belongs in the event of damage or failure to make all the necessary findings and to confirm his reservations by extrajudicial act or by registered letter with acknowledgment of receipt from the carrier in the three days following receipt of the goods, in accordance with article L.133-3 of the French Commercial Code.

- Reception

Without prejudice to the arrangements to be made vis-à-vis the carrier, complaints on apparent defects or on the non-conformity of the product delivered to the product ordered or to the packing slip, must be made in writing within eight days of delivery. some products. After this period, no complaint will be accepted, regardless of the seller's breach. The buyer will be responsible for paying the full price. It will be up to the buyer to provide any justification as to the reality of the defects or anomalies noted. He will have to leave the seller every facility to proceed to the observation of these defects and to remedy them.

He will refrain from intervening himself or involving a third party for this purpose. After the aforementioned 8-day period, no complaint will be accepted, regardless of the seller's breach. The buyer will be responsible for paying the full price.

6. - Returns

6.1. Modalities

Any product return must be the subject of a formal agreement between the seller and the purchaser. Any product returned without this agreement will be refused and will not give rise to the establishment of a credit note. The costs and risks of the return are always the responsibility of the purchaser.

No return will be accepted after a period of eight days following the delivery date.

Returned goods must be accompanied by a return slip issued by CELIGHT TECHNOLOGIE to be affixed to the package and must be in the condition in which the seller delivered them. The replaced products become the property of the seller.

6.2. Consequences

In the event of an apparent defect or non-conformity of the products delivered, duly noted by the seller under the conditions provided above, the buyer may obtain the free replacement, or the reimbursement of the products at the seller's choice, excluding for any compensation or damages.

7. - Guarantee

7.1. Extent

The products are guaranteed against any defect in the technical characteristics of the material or any manufacturing defect for a period of 1 year (unless otherwise specified by contract) from the date of delivery, in accordance with the warranty certificate inherent to the products. Interventions under the guarantee may not have the effect of extending the duration of the guarantee.

The presentation of the guarantee certificate and the paid invoice will be strictly required when the guarantee is invoked.

Under this warranty, the only obligation incumbent on the seller will be the free replacement or repair of the product or element recognized as defective by its services, unless this method of compensation proves to be impossible or disproportionate. To benefit from the guarantee, any product must first be submitted to the after-sales service of the seller whose agreement is essential for any replacement. Any shipping costs are the responsibility of the buyer.

7.2. Exclusions

The warranty does not apply for apparent defects. Also excluded are imperfections in the appearance of the material (color, air bubbles, etc.) which may be covered with an additional welded part, faults and deterioration caused by natural wear or by an external accident (maintenance defective, abnormal use, deterioration caused by displacement of the products), or by a modification of the product not foreseen or specified by the seller.

8. - Price

The products are supplied at the price in effect when the order is placed. The prices are understood to be net, departure, exclusive of tax, on the basis of the prices communicated to the buyer. Any tax, duty, duty or other service to be paid in application of French regulations or those of an importing country or a transit country are the responsibility of the purchaser. Unless the supplier has agreed in writing, the shipping costs are always the responsibility of the buyer.

9. - Invoicing

Any purchase of goods will be invoiced and will be issued upon completion of the sale, in accordance with the provisions of Article L.441-3 of the Commercial Code.

10. - Payment

10.1. Time limit

Unless otherwise agreed, the parties agree on the following maximum payment terms: 45 days end of month. For this payment period, the parties agree to count the 45 days as follows: invoice issue date plus 45 days, the payment limit occurring at the end of the calendar month during which these 45 days expire. The period starts from the date of issue of the invoice, except for deliveries to the overseas departments and communities for which the date of receipt of the goods is used. In the event of deferred payment or in the future, constitutes a payment within the meaning of this article, not the simple delivery of a commercial paper or a check involving an obligation to pay, but their settlement on the agreed date. In addition, a 3% discount may be granted for any cash payment to the buyer.

10.2. Delay or default

In the event of late payment, the seller may suspend all pending orders, without prejudice to any other course of action. Any sum not paid on the due date appearing on the invoice entails the application of penalties in an amount equal to three times the highest legal interest rate since the invoice date. These penalties will be payable at the seller's simple request.

The amount of this late payment interest will be automatically charged to any discounts, rebates or rebates due by the seller.

In the event of non-payment, forty-eight hours after an unsuccessful formal notice, the sale will be terminated automatically if the seller sees fit, who may request, in summary proceedings, the return of the products, without prejudice to any other damages. interests. The resolution will affect not only the order in question but also all previous orders, whether delivered or in the course of delivery and whether their payment is due or not.

In the event of payment by commercial paper, the failure to return the instrument will be considered as a refusal of acceptance comparable to a default of payment. Likewise, when the payment is in installments, the non-payment of a single installment will result in the immediate payment of the entire debt, without formal notice.

In all the above cases, the sums which would be due for other deliveries, or for any other cause, will become immediately payable if the seller does not opt for the resolution of the corresponding orders.

The buyer must reimburse all costs incurred by the contentious recovery of the sums due, including the fees of lawyers or ministerial officers.

In any case, payments may not be suspended or be the subject of any compensation without the prior written consent of the seller. Any partial payment will be charged first to the non-privileged part of the debt, then to the sums for which the payment is the oldest.

10.3. Requirement of guarantees or payment

The seller reserves the right, at any time, depending on the risks incurred, to set a limit on the shortfall of each buyer and / or to require certain guarantees.

This will be the case in particular if a modification, or if a transfer, lease management, pledge or contribution of its business has an unfavorable effect on the buyer's credit.

11. - Transfer of risks

The transfer of risks on the products, even in the case of agreed sale carriage paid, takes place as soon as the seller's warehouses are dispatched.

It follows in particular that the goods travel at the risk and peril of the buyer to whom it belongs in the event of damage, loss or missing items, to make all reservations or to exercise all recourse with the responsible carriers.

12. - Retention of title

The products are sold under retention of title. The Seller retains ownership of the products until full and effective payment of the price by the Buyer. In the event of non-payment when due, the Seller may claim the products and terminate the sale, as specified above. Checks and bills of exchange are not considered payments until they are actually received. Until that date, the retention of title clause retains its full rights. These provisions do not preclude the transfer, upon delivery, of the risks of the products sold.

The buyer undertakes until full payment of the price, on pain of immediate claim of the products by the Seller, not to transform or incorporate the said products, nor to resell them or pledge them.

13. - Packaging

Packaging, if any, is invoiced and is never taken back.

Packaging bearing the seller's mark may only be used for his products and may under no circumstances be used for products other than his own. Any breach of this rule would expose its author to criminal prosecution and the payment of damages.

14. - Jurisdiction - Contestation

The courts of Lyon (Rhône) France will have sole jurisdiction in the event of a dispute of any kind or of a dispute relating to the formation or execution of the order, unless the seller prefers to refer to any other competent jurisdiction. French law is the only one applicable, whatever the place of order, delivery or payment. This clause applies even in the event of summary proceedings, incidental demand or multiple defendants or call in guarantee, and regardless of the mode and terms of payment, without the attribution of jurisdiction clauses that may exist on the documents. buyers can prevent the application of this clause.