2. STUDIES, PLANS, PROTOTYPES AND PROJECTS

The studies, plans and projects emanating from our company remain our entire property and must be returned to us in the event that the order is not entrusted to us, even if the customer has paid us a fixed contribution. for their establishment. These documents may not be copied, communicated or used by third parties without prior written authorization, other than for the execution by us of the order. The prototypes provided for testing remain our entire property and must be returned to us if the order is not entrusted to us, the return transport costs being borne by the customer. In the event of non-return, the prototypes will be invoiced.

3. ACCEPTANCE OF ORDERS

Any order is deemed accepted under the conditions of our acknowledgment of receipt of order as soon as it is sent; Any order is considered executable from the moment we have received from our client a complete original document in order, including the name and contact details of a representative of the client authorized to undertake under this order on behalf of this customer and the related quotation or proposal number. The date of receipt of this document in our offices must also fall within the period of validity of our quotes, offers or proposals. The placing of an order constitutes agreement for the transfer to the customer of the recycling operations in the event of the scrapping of the product. In the particular case of ordering materials to be made to measure, the execution plans sent for approval and countersigned by the customers, their representatives or any person qualified to commit on behalf of the customer, or the plans sent for information, are worth plans “good for manufacture” and are therefore deemed to be part of part of the commercial contract and we will therefore only consider such an order as complete after receipt of the plans duly approved by the customer. Consequently, if the materials having been manufactured and delivered in accordance with the plans submitted to the customer for information or approved by the latter reveal any other manufacturing or delivery error, this is the sole responsibility of the customer, who shall bear only all the costs of replacing or bringing non-compliant equipment back into conformity, our invoices being due in full. At any time, we reserve the right to cancel any order if the customer goes bankrupt, is in a situation of legal settlement, signs partnership agreements with one or other of our competitors, or is not of its regulations with regard to one or other of the companies of the TRATO-TLV Group. We reserve the right to make any useful improvements or modifications to our equipment without notice without having to modify identically the devices already delivered or remaining to be delivered under previous orders or rates. or is not up to date with its regulations with regard to one or other of the companies of the TRATO-TLV Group. We reserve the right to make any useful improvements or modifications to our equipment without notice without having to modify identically the devices already delivered or remaining to be delivered under previous orders or rates. or is not up to date with its regulations with regard to one or other of the companies of the TRATO-TLV Group. We reserve the right to make any useful improvements or modifications to our equipment without notice without having to modify identically the devices already delivered or remaining to be delivered under previous orders or rates.

4. BILLING

Our invoices are established on the basis of the prices in force on the date of invoicing and the additional commercial negotiations preceding the launch of the order. Our invoices sent at the same time as the shipment of the goods they cover are payable under the conditions provided for on the Order Acknowledgment; in the case of payment on availability, on collection, or against reimbursement, the delay in collection or the refusal to accept the equipment ordered upon delivery, authorize us to establish the invoicing under the conditions provided for in Order Acknowledgment. Unless expressly agreed otherwise in writing, orders for which deliveries are spread over several months will be invoiced as deliveries are made.

5. DELIVERY TIMES

Orders can be executed in one or more deliveries. The shipping times indicated on the Order Acknowledgment are indicative and are established according to the provisional production schedule known on the date of the order. Given the manufacturing requirements, we reserve the right to organize the best respective interests of the production and delivery rates. In the event of impossibility of supplying such or such material, or of delivering within the provisional period indicated, it cannot be claimed of penalties or damages and interests, except contrary express written agreement, any contrary agreement in some form that it is ( general conditions of purchase…) is deemed unwritten. Our shipping times always apply outside the holiday period and from the technical clarification, administrative and financial order; where applicable, the order will only be deemed executable and the manufacturing time will begin to run, only after receipt at our factory, or any place agreed in advance, of the specific supplies and accessories to be built-in or wired by ourselves under the order inside the equipment subject of the said order (Also: medical fluid accessories to be pre-tubed in certain cases of hospital equipment). These accessories, called “customer supplies” will be shipped, received, stored and insured at the exclusive expense of the customer. Any request for technical modification subsequent to the approval of the plans will be subject to an added value, depending on the work already carried out, the non-recoverable components used and all the ancillary costs (dismantling, reassembly, engineering, etc). Such late modifications will automatically result in a postponement of the manufacturing deadline, depending on our manufacturing schedule and the extent of the modifications to be made, of the formal approval of the plans.

6. DELIVERIES

Our shipments are free of postage and packaging for any unit order to be delivered at one time in France (excluding islands) of at least 1,500 euros excluding tax. For any lower order, a contribution of 50 euros excluding tax corresponding to the postage and packaging costs, added to the internal management costs, will be invoiced. For the islands (Corsica, DOM-TOM, etc.), miscellaneous costs, to be defined, corresponding to transport and crossing costs, will be applied.
Unloading is the responsibility of the buyer and carried out under the responsibility of the recipient. We advise you to provide the appropriate means of unloading when receiving our goods (lift type “fenwick”, unloading dock, or sufficient labor for unloading by hand).
All our deliveries are made with the carrier being prohibited from subcontracting the shipment. Our equipment travels at the buyer’s risk and peril, even in the event of return or postage paid and cash on delivery. It is up to the buyer to make all the necessary reservations and to exercise any possible recourse against the carriers in the event of damage or missing items; the absence of reservations or complaints upon receipt of the goods removes any right to compensation by the carrier’s insurance or by our company. In the event of late delivery in relation to the contractual deadlines, no penalty may be applied against us if it has not been provided for in the order and confirmed on our Order Acknowledgment.

7. RETURNS

No return of material can be made without our prior written agreement. The returned material must be sent back in its original packaging in perfect condition, postage paid to the address indicated on the return of goods agreement. In the event that no fault or manufacturing error is attributable to us, the credit for the returned equipment will be limited to 80% (eighty) of the amount invoiced. Finally, devices made to measure under an order will not be exchanged or taken back under any circumstances.

8. WARRANTY

The warranty period covering our equipment is 1 year from the date of delivery; however, the guarantee of components and equipment manufactured or supplied by others, to be incorporated into our materials or attached to our deliveries, is reduced to the duration of the guarantee granted by their manufacturers or suppliers. With regard to TRATO or TLV brand products fitted with LED light sources, the warranty period may be extended to 5 years under the specific conditions described for each of the group companies and made available on their respective websites. The warranty gives the right to the exchange of defective components, accessories or materials, with the exception of labor for disassembly, reassembly and any transport costs which are the responsibility of the customer; no component or accessory will be replaced unless first returned to us; if it is impossible to return the equipment, a sufficient set of indisputable evidence establishing the defect(s) as well as our possible liability in an obvious manner may lead, after evaluation and written agreement on our part, to the replacement of the defective equipment; however, we reserve the right to carry out a counter-expertise at any time to confirm our judgment on our possible liability. Our warranty does not cover defects resulting from non-compliance with the instructions for use, a cause unrelated to the equipment (poor electrical installation, overvoltage, lightning, etc.), poor storage conditions, poor protection against weathering, a lack of appropriate guarding at the storage location, inadequate handling or transport conditions, unintentional or intentional blows and damage, modifications made to the equipment without our written consent (or interventions by the customer or a performed on the hardware); It is underlined that containerized storage of lighting fixtures is not considered an adequate mode of storage on the construction site. The replacement of certain components or elements after delivery does not extend the warranty period unless expressly agreed otherwise. No compensation will be granted for loss of use. The user benefits from the provisions of articles 1641 and following of the French Civil Code relating to the legal guarantee. inadequate handling or transport conditions, unintentional or intentional blows and damage, modifications made to the equipment without our written consent (or interventions by the customer or a third party carried out on the equipment); It is underlined that containerized storage of lighting fixtures is not considered an adequate mode of storage on the construction site. The replacement of certain components or elements after delivery does not extend the warranty period unless expressly agreed otherwise. No compensation will be granted for loss of use. The user benefits from the provisions of articles 1641 and following of the French Civil Code relating to the legal guarantee. inadequate handling or transport conditions, unintentional or intentional blows and damage, modifications made to the equipment without our written consent (or interventions by the customer or a third party carried out on the equipment); It is underlined that containerized storage of lighting fixtures is not considered an adequate mode of storage on the construction site. The replacement of certain components or elements after delivery does not extend the warranty period unless expressly agreed otherwise. No compensation will be granted for loss of use. The user benefits from the provisions of articles 1641 and following of the French Civil Code relating to the legal guarantee. modifications made to the equipment without our written consent (or interventions by the customer or a third party carried out on the equipment); It is underlined that containerized storage of lighting fixtures is not considered an adequate mode of storage on the construction site. The replacement of certain components or elements after delivery does not extend the warranty period unless expressly agreed otherwise. No compensation will be granted for loss of use. The user benefits from the provisions of articles 1641 and following of the French Civil Code relating to the legal guarantee. modifications made to the equipment without our written consent (or interventions by the customer or a third party carried out on the equipment); It is underlined that containerized storage of lighting fixtures is not considered an adequate mode of storage on the construction site. The replacement of certain components or elements after delivery does not extend the warranty period unless expressly agreed otherwise. No compensation will be granted for loss of use. The user benefits from the provisions of articles 1641 and following of the French Civil Code relating to the legal guarantee. The replacement of certain components or elements after delivery does not extend the warranty period unless expressly agreed otherwise. No compensation will be granted for loss of use. The user benefits from the provisions of articles 1641 and following of the French Civil Code relating to the legal guarantee. The replacement of certain components or elements after delivery does not extend the warranty period unless expressly agreed otherwise. No compensation will be granted for loss of use. The user benefits from the provisions of articles 1641 and following of the French Civil Code relating to the legal guarantee.

9. PAYMENTS

French laws 92442 of December 31, 1992 and 93122 of January 29, 1993 govern the terms of payment.
1) General conditions: The terms of payment are set freely by our company taking into account the references provided by the customer, the opinion of our credit insurers or the known history specific to this customer; they are specified on the front of our Order Acknowledgments. All our invoices are payable at 22 Rue Molière, 59100 ROUBAIX, France. The usual terms of payment are as follows: – either on order (in all cases for spare parts), before shipment or against reimbursement, on delivery of the equipment to the agreed place. – either at an agreed deadline, upon receipt of the equipment; or term, by draft, recorded bill of exchange, cheque, transfer, promissory note or documentary credit and no later than 30 (thirty) days from the end of the month. Specific or made-to-measure supplies and installations, or requiring long manufacturing or delivery times, give rise to the payment of installments on order, during manufacturing and invoicing as deliveries are made; The remittance of payment vouchers creating an obligation to pay (cheque, promissory note, etc.) only constitutes payment subject to their effective collection.
2) Deadlines: The payment dates appearing on our statements or invoices are set in agreement with the customer and indicated on our Order Acknowledgments; The expiry date constitutes formal notice. Any possible derogation from the agreed payment conditions must be the subject of a written agreement prior to the arrival of the due date. Whatever the mode of payment chosen, the payment must be actually collected at the place indicated on the invoice or statement, on the due date mentioned on these documents; Drafts subject to acceptance or promissory notes must reach us no later than 15 (fifteen) days after the invoice date. Any overrun of this deadline for the return of settlement vouchers is considered as a settlement default.
3) Discounts: No payment gives right to a discount, unless expressly agreed otherwise.
4) Late payment and penalties: If payment is not collected within the agreed deadlines, and beyond 30 (thirty) days of delay, a penalty of 15% (fifteen) for damages will be due without prejudice to the interest and litigation costs incurred by the company. In the event of late payment affecting any of our invoices, all sums due, even at term, shall automatically become payable immediately and shall bear interest at the legal interest rate multiplied by 3 (three) minimum legal coefficient. to the provisions of Articles L.441-3 and L.441-6 of the Commercial Code, a lump sum indemnity of €40 for recovery costs will be applied to any late payment, independently of any other late payment penalty. Finally, our Company may declare canceled as of right the sale of all or part of the equipment for which the price has not been fully paid, cancel orders in progress and refuse any future order. Finally, a debit note corresponding to the legally applicable penalties may be established by us, if necessary.

10.  REGULATIONS

Direct orders from abroad or orders delivered in France to be exported, the conditions of packaging, invoicing and customs clearance and payment will be specified and adapted on a case-by-case basis; Payment will be made in cash before delivery or 30 days net, depending on the country of origin of the order.

11. RETENTION OF  OWNERSHIP

Our Company will retain ownership of the materials sold, until full payment of their price, even in the event of a postponement of the due date. Our customers must not alter or remove the identification signs of these materials and their packaging, which they authorize to be checked at any time in their stocks. They will bear the damage that this equipment could suffer or cause as well as the possible costs of repair. If the unpaid equipment has already been resold to third parties, our Company may ipso jure obtain full payment of the price by any legal and legal means possible, all costs incurred by these steps being borne by the customer, without prejudice to damages and any interests.

12. FORCE MAJEURE

The occurrence of a case of force majeure has the effect of suspending the execution of the obligations of the companies of the TRATO-TLV group. This is particularly the case in the event of a total or partial strike hindering the operation of the TRATO-TLV group company concerned or of one of its suppliers or subcontractors or carriers, as in the event of an interruption in the means of communication or energy or in the event of an embargo.

13. ENVIRONMENT

Within the framework of decree 2005-829 relating to the disposal of waste from professional lighting fixtures, the organization and financing of the removal and treatment of this waste are transferred to the Purchaser. The Purchaser undertakes to transmit and have transmitted the aforementioned obligations to successive professional purchasers of the products.

14. ATTRIBUTION OF  JURISDICTION

Only French law is deemed applicable; any dispute relating to orders will be exclusively within the jurisdiction of the Commercial Court on which the company of the TRATO-TLV Group concerned depends.