General sales terms and conditions

SCOPE OF THE AGREEMENT

Any order transmitted to the seller confirms that the purchaser has accepted these General Terms and Conditions of Sales below and waiver his own General Conditions of Purchase.

1 > OFFERS AND COST ESTIMATE

1.1       All our prices are expressed in euros and are established excluding duties and taxes, the amounts valued at the current rates will be added to the rates charged. Our prices are indicative price lists that are applied to a particular period of time. The price and cost estimate prevail over the rates and scales in all cases; the validity period of our offers is 2 months, unless otherwise agreed. Concerning the export, prices are understood to be for materials in standard packaging, ex works unless a contrary agreement in writing is expressly made and in the case of a supply, travel at the exclusive risk of the customer.

1.2       The validation of the offer will be effective after signature of the customer with the company stamp and transmission by any process including electronic. This validation implies full acceptance of the service, the SUNLUX GTCSs, the delegations or mandates that would be entrusted to it by a third party service suppliers with their own GTCSs. From the moment the customer validates his order by signing the cost estimate, he is considered as having accepted with full knowledge of the facts and without reservation of price, the mission entrusted to SUNLUX after acceptance by the latter.

2 > ORDERING INFORMATION

2.1       Purchase orders are only deemed valid once we have sent our written confirmation. Our catalogue and price cover equipment operating at a voltage of 230V, 50Hz, with electronic power supply.

2.2       Equipment operation is at an ambient temperature of 25°C.

2.3       For any other use, please contact us. Our prices are given in euros excluding VAT, which is added to the total invoiced amount (except for export), at the valid legal rate on the date of invoicing.

2.4       The withdrawal period is 15 calendar days after placing the order. Beyond this period, no cancellation or modification of the order may be made by the buyer after acceptance by the seller, unless a contrary agreement in writing is expressly made.

2.5       Due to possible improvements, we reserve the right to make any changes to our models, even after the acknowledgement of receipt has been sent, provided that the price, function or delivery schedule are not changed. The seller may also make the necessary changes to the supplies due to technical standards changes, legal provisions that will give rise to an additional clause to the order (price – deadline).

2.6       Orders can be executed in one or more deliveries.

3 > DELIVERY SCHEDULE

3.1       Specified on our confirmation forms, delivery times are given for information only and does not in itself constitute a firm and enforceable commitment. It cannot give rise to any penalties or damages in the event of non-compliance.

3.2       Accessories or components made available by the customer will be shipped, received, stored and insured at the customer’s exclusive expense. Any request for technical modification subsequent to the approval of the plans will be subject to an additional charge, depending on the work already carried out, the components used that cannot be recovered and all related costs (dismantling, reassembly, engineering, etc.). Such late modifications will automatically result in a postponement of the manufacturing time, depending on our manufacturing schedule and the extent of the modifications to be made, as well as the formal approval of the plans.

4 > TRANSPORT

4.1       Free of carriage and packaging, in metropolitan France, for any order delivered at once, and with a value greater than €700 net ex-Tax. Special export conditions defined on a case-by-case basis.

4.2       Transport is an ancillary service. Our goods travel at the risk and peril of the buyer, who is responsible for reporting any reservations and making claims against the carrier within the legal time limits, even if the shipment has been made free of carriage. The buyer must mention these reservations on the delivery note. Any additional transport costs due to the buyer (delivery address error, unavailability of the recipient or absence) will automatically be passed on to him.

4.3       Our transports, even if they are free of carriage and packaging, are always understood to be unloading by the recipient, as the driver cannot operate alone.

4.4       For any order less than €700 ex-Tax, a fixed contribution to the transport and packaging costs will be charged. This participation will be €20 net ex-Tax.

4.5       For the French overseas territories and departments, delivery only on Forwarding agent in Metropolitan France: free of carriage conditions identical to these above.

5 > RETURNS

A prior written agreement from us is required. Specially manufactured products will not be accepted for return. Products must be returned within 8 calendar days from the date of delivery. Sent free of carriage and packaging, in original packaging, they will only be accepted after a quality control, and the credit note to be established may not exceed 75% of the ex-Tax amount of the initial invoice, if the products are in perfect condition. Otherwise, all costs of putting the order back on sale will be deducted. We do not take back lamps, fluorescent tubes and other light sources under any circumstances.

6 > WARRANTY

6.1       The products are guaranteed against all construction or material defects, for a one-year period, but not against damage due to a transportation or handling-related accident, or to incorrect use, or to modification of our equipment. Our warranty is limited to replacement of any parts recognized as defective excluding labour costs, with no compensation for late delivery, return carriage, assembly or removal or for any other loss of any nature whatsoever.

6.2       SUNLUX is not responsible in the case of network failure. It is the purchaser’s responsibility to verify and validate the installations.

6.3       SUNLUX does not install the products and the purchaser is required to use a specialized installer for this purpose who must strictly comply with the best practices and manufacturer’s specifications. Consequently, SUNLUX does not assume any obligation to provide advice or information regarding the installation of the products, the responsibility for which lies solely with the installer. Under no circumstances shall the advice or information given by SUNLUX when selling the products to the purchaser be considered as advice or information for the installation of the products.

6.4       SUNLUX cannot be held responsible for power supply conditions including voltage peaks, overvoltage/undervoltages and current fluctuations beyond product and standard tolerances.

6.5       Our luminaires are not designed to operate on motion detectors. For use of this product on motion detectors, we recommend a dimmable “corridor” type ballast system to preserve the life expectancy of the sources and the driver. Our luminaires are designed for an average of 2 switches per hour up to 24 switches per day.

7 > CONDITIONS AND PAYMENT DEADLINES

7.1       Our invoices are due 30 (thirty) calendar days from the date of invoice, net without discount.

7.2       The contract / order determines the terms of payment. The invoice shall indicate the date on which payment is to be made, as well as the penalty rates payable on the day following the payment date indicated on the invoice and the fixed recovery indemnity payable for failure to comply with the payment deadlines, set at €50 ex-Tax (fifty euros), in accordance with Decree N°2012-1115 of 2 October 2012.

7.3       Any longer period which has not been agreed between the parties is considered as abusive within the meaning of Article 66 of French law n°2001-240 of 15 May 2001.

7.4       A failure to pay a due date automatically results in the forfeiture of the term and therefore in the immediate payment of all sums due, even for future due dates.

7.5       In all cases, if the deliveries of an order are spread over more than one year, the prices may be reviewed annually, on January 1st of each year depending on the evolution of raw material and labour costs, unless otherwise agreed in writing between the seller and the buyer.

8 > RESERVATIONS OF OWNERSHIP

“The purchase order recorded was placed according to our General Terms and Conditions of Sales and includes this clause on the reservation of ownership: our company reserves ownership of the sold products up to full and final receipt of the related invoices. The purchaser is authorized to resell the products as part of its normal business operations, however, in return, it irrevocably transfers to our company all the resulting receivables that have been generated or will be generated in its favour, up to full payment of its price to our company.”

9 > INTELLECTUAL PROPERTY

SUNLUX retains in full all intellectual property rights to its projects, studies and documents of any kind, which may not be communicated or executed without its written authorization. They must be returned on first request. The technology and know-how, patented or not, as well as all industrial and intellectual property rights relating to the products and services remain the exclusive property of SUNLUX. Only the purchaser is granted a non-exclusive right to use the products.

10 > PLACE OF JURISDICTION

In the event of disagreement, the Commercial Court in Clermont-Ferrand (France) shall have sole jurisdiction even for proceedings involving the introduction of third parties and proceedings involving several defendants. Our bills of exchange or payment approvals do not constitute either a disclaimer or a waiver of this jurisdiction clause.

11 > DIRECTIVE 2002/96/CE

For luminaires sold by SUNLUX and governed by directive 2002/96/EC, responsibility for recovery and recycling at the end of the product’s service life is transferred to the final holder. Prices for lamps governed by directive 2002/96/EC concerning Waste Electrical and Electronic Equipment (WEEE) are increased by the total amount of the cost incurred in recovering and recycling the products in compliance with the terms of the directive on the date of its application.

12 > TECHNICAL DATA

The drawings, technical data and photographs contained on all our documents are not covered by contract. We reserve the right to modify the styling or technology of our equipment, with no prior notice, concerning any improvement we may deem necessary.

13 > GENERAL DATA PROTECTION REGULATION (GDPR)

13.1     Any information of any kind whatsoever, commercial or technical, disclosed between the parties during the order or during its execution, remains the exclusive property of the party who discloses it. The supplier receiving the information will only use it for the purpose of the order and will return it to the purchaser after the order has been fulfilled.

13.2     The party receiving the information undertakes to keep it strictly confidential for 1 years after the date of the order, to provide it only to the employees who must have the necessary knowledge for the execution of the order and who are required to treat it confidentially and not to communicate it to third parties under any circumstances, without having obtained the prior written consent of the party disclosing it.

13.3     Unless a contrary agreement in writing is expressly made in advance by the purchaser, the supplier shall not communicate under no circumstances about the existence of commercial relationships between the purchaser and the supplier and/or about the purchaser and its associated brands.

13.4     Information concerning the supplier and contained in the purchaser’s computer files is only transmitted to the departments and organisations expressly entitled to know it.

THESE GENERAL TERMS AND CONDITIONS OF SALES AND THE RESULTING PRICE CANCEL AND REPLACE THE PREVIOUS ONES.

APPENDIX 1

SPECIAL WARRANTY FOR LED LUMINAIRES

IMPORTANT

In accordance with the General Terms and Conditions of Sales, this particular warranty will take effect from the date of invoicing and is granted under the terms, conditions and limits of Article 6 of the General Terms and Conditions of Sales. This warranty is from 3 to 5 years depending on the type of LED source product, and is limited to the replacement of defective parts only, the buyer retaining at his expense the labor costs.

EXCLUSION OF WARRANTY

Without prejudice to any other exclusions or limitations referred to the General Terms and Conditions of Sales or brought to the attention of the purchaser via SUNLUX website, any damage or defect caused to LEDs resulting from a failure to comply with the rules for protecting luminaires against overvoltage and lightning bolt in accordance with the above instructions is excluded from this warranty.

SAS au capital de 450 000 € – N° SIREN 333 074 383 – Code APE 2740 Z – N° TVA intracommunautaire – FR 68 333 074 383 iso 9001