LEDPOWERLIGHT – GENERAL CONDITIONS OF SALE
1. Application of the general conditions of sale – Opposability
LEDPOWERLIGHT (SAS) is a simplified joint-stock company with a capital of 1.500 euros, whose registered office is 48 rue Claude Balbastre in (34070) Montpellier, registered in the Montpellier register under number 793 132 465, represented by its President Mr Olivier ANCELLE
These general conditions of sale (GTC) constitute the basis of commercial negotiation and are systematically sent or given to each buyer to enable him to place an order. Any order from the Customer implies the acceptance without restriction or reservation of these GCS as soon as they have been communicated to him in accordance with the practices of the profession. Ledpowerlight is an importer of safety lighting with LED spotlights around professional machinery and warehouses, and for professional vehicles. The Customer wishes to acquire the Ledpowerlight Products. These general terms and conditions (hereinafter “the T&Cs”) are applicable to all the Products supplied by Ledpowerlight to the Customer. The acquisition of one or more Product(s) by the Customer will be formalized by the signing of a specific agreement (hereinafter referred to as “an Order”). Each Order will be subject to the provisions of these T&Cs.
The purpose of these general conditions of sale or 'GTC' is to define the terms and conditions under which (1) The Customer may acquire Products from Ledpowerlight and (2) Ledpowerlight will provide the Customer with the Products that have been the subject of an Order. Consequently, unless otherwise agreed, the fact of placing an order implies the Customer's full and unreserved acceptance of these general conditions of sale, to the exclusion of all other documents such as prospectuses, catalogs, issued by Ledpowerlight and which do not have only an indicative value. No condition of purchase or special condition can, except formal and written acceptance of Ledpowerlight prevail against the general conditions of sale. Any contrary condition opposed by the Customer, and in particular any general conditions of purchase will therefore, in the absence of express acceptance, be unenforceable against Ledpowerlight regardless of when they may have been brought to its attention. The fact that Ledpowerlight does not take advantage at a given time of any of these general conditions of sale cannot be interpreted as a waiver of the right to take advantage of any of the said conditions at a later date.
Definitions : The terms used in the GCS will have the meaning given to them below:
« Affiliated means, with respect to a Party, another entity controlled by a Party or under common control with the latter within the meaning of Article L 233-3 of the Commercial Code.
« Anomaly "," Defect " or " Incident » refers to any deviation of a Product from its Technical Specifications, inherent to the Product and which Ledpowerlight can reproduce. An Anomaly, Defect or Incident is deemed Major when it substantially prevents any use of the Product concerned by the Customer. Otherwise, it is deemed Minor.
" Customer " means any direct purchaser of the Products from Ledpowerlight
« Orders » refers to the orders applicable to each Product by email or telephone, and confirmed by email from Ledpowerlight
“Specific Developments” refers to Ledpowerlight Products giving rise to the development of prototypes of Products or materials likely to be marketed by the Customer
"Documents" means methods, tools, know-how, information, documentation and software necessary for the execution of the Products.
« Equipment " or " Customer Equipment » means the equipment or components provided by the Customer and any related equipment, owned or under the control of the Customer.
“Confidential Information” means all information and/or data, in whatever form and of whatever nature, disclosed by a Part to one or more others Parties under the T&Cs and provided that the Party disclosing has clearly and unequivocally indicated their confidential nature or, in the case of an oral disclosure, that the Party disclosing has orally made known their confidential nature at the time of disclosure and has confirmed this nature in writing within thirty (30) days.
« Products » refers to the Products defined in the corresponding Orders.
« Technical specifications » refers to the technical specifications with which the Products must comply, as defined in the relevant Orders.
Products: The terms and conditions specific to each Product, which comply with CE standards, are described in the relevant Orders. Ledpowerlight may modify the Orders at any time by written notification to the Customer, in particular with a view to integrating new functionalities of a Product or to comply with any prescription imposed by any authority, in particular administrative. Notwithstanding the foregoing, price changes will be made under the conditions provided for in the T&Cs, and/or the Orders. New Products may be offered by Ledpowerlight to the Customer by sending the latter Orders relating thereto. They will be incorporated into these T&Cs by mutual agreement by signing an amendment between the Parties.
The Products supplied by Ledpowerlight pursuant to these T&Cs are supplied in accordance with the provisions of the following documents, listed in order of precedence: the T&Cs; the orders ; their annexes. By signing an Order, the Customer acknowledges having full knowledge of and accepting the Technical Specifications of the Products concerned, and declares, in his professional capacity, that the said Products meet his needs. The fact that Ledpowerlight does not take advantage at a given time of any of these general conditions of sale cannot be interpreted as a waiver of the right to take advantage of any of the said conditions at a later date.
2. Orders
To be valid, the order must specify in particular the quantity, the brand, the type, the references of the Products sold as well as the agreed price, the terms of payment, the place and the date of delivery or collection. Orders are not final, even when taken. by telephone through sales representatives or employees, only when they have been confirmed by email to: contact@ledpowerlight.com, to the email to the Customer, and after payment of full payment, unless otherwise stipulated in Ledpowerlight's order acceptance. In case of shortage, Ledpowerlight will respond to orders according to their order of arrival and to the extent of its availability. The quantities delivered may not exceed twenty Products regardless of the quantities ordered. The benefit of the order is personal to the Customer and cannot be transferred to a third party without the written consent of Ledpowerlight.
3. Modification of the order
Any modification or cancellation of the order requested by the Customer can only be taken into consideration if it is received in writing before the shipment of the Products. If Ledpowerlight does not expressly accept the modification or resolution, the sums paid will be refunded. After the period of eight days after confirmation of the order, Ledpowerlight reserves the right to make any changes it deems useful to its Products at any time and to modify the models defined in its prospectuses or catalogs without prior notice.
4. Price
The Products are supplied at the prices in force at the time the order is placed, expressed in euros and taking into account the VAT applicable on the day of the order; any change in the rate may be passed on to the price of the Products. The price list including the reductions applicable to the relations between the parties appears, where applicable, in the acceptance of the order by Ledpowerlight.
Unless otherwise agreed, the prices appearing in the order are only valid for a maximum period of two months. The applicable price is that in force on the day of the Order. Unless otherwise agreed, the prices are net Ledpowerlight, excluding taxes on the basis of the prices communicated to the Customer. 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 Customer.
Any order whose amount is less than 50 euros gives rise to the invoicing of a lump sum of 20 euros to cover administrative costs.
5. Delivery
5.1. Modalities
Delivery is made in accordance with the order either by direct delivery of the product to the Customer's delivery point, or by simple notice of availability, or by delivery to a shipper or carrier. The Customer undertakes to take delivery within three days following the notice of availability. Once this period has expired, Ledpowerlight may terminate the Order and all return costs will be borne by the Customer.
5.2. Deadlines
Deliveries are made only according to availability and in the order of arrival of orders. Ledpowerlight is authorized to make deliveries in whole or in part. Delivery times of the order of 1 to 4 days as an indication and under the usual conditions, are indicated as exactly as possible but depend on the supply and transport possibilities of Ledpowerlight. Exceeding delivery times cannot give rise to damages, withholding or cancellation of orders in progress.
5.3. Risks
Products in DAP (Delivery at Place) 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 necessary findings and to confirm their reservations by extrajudicial document or by registered letter with acknowledgment of receipt to the carrier within the three days following receipt of the Products.
6. Reception
Without prejudice to the arrangements to be made vis-à-vis the carrier, complaints about apparent defects or the non-conformity of the product delivered with the product ordered or the packing slip, must be made in writing within eight days of the arrival of the Products. Ledpowerlight does not guarantee defects and non-conformities that have not been notified under the aforementioned conditions.
It is up to the Customer to provide any justification as to the reality of the defects or anomalies noted. He must allow Ledpowerlight every facility to proceed with the observation of these defects and to remedy them. He will refrain from intervening himself or having a third party intervene for this purpose. The duration of the acceptance or verification procedure cannot have the effect of either increasing the duration or shifting the starting point of the maximum payment period.
7. Returns
It is forbidden to proceed with the refusal or return of Products, except in the event of their non-compliance.
7.1. Modalities
Any product return must be subject to a formal agreement between Ledpowerlight and the Customer. Proof of the breach must be provided by the distributor by any means. The supplier has a reasonable period of time to verify and, if necessary, contest the reality of the corresponding grievance. Any product returned without this agreement would be made available to the Customer and would not give rise to compensation. The costs and risks of the return are always the responsibility of the Customer. No returns will be accepted after a period of three days following the delivery date. Returned Products are accompanied by a return form to be attached to the package and must be in the condition in which the supplier delivered them.
7.2. Consequences
Any return accepted by Ledpowerlight will result in the establishment of a credit note for the benefit of the Customer, after qualitative and quantitative verification of the returned Products; returns that do not comply with the above procedure will be penalized by the loss for the Customer of the sums he has paid, minus the shipping and customs costs remaining at the Customer's expense.
In the event of an apparent defect or non-conformity of the Products delivered, duly noted by Ledpowerlight under the conditions set out above, the Customer may obtain free replacement or reimbursement of the Products at Ledpowerlight's choice, excluding any compensation or damages.
8. Garantie
8.1. Extent
The Products are guaranteed according to the CE standard on the packaging, and against any material or manufacturing defect rendering them unsuitable for the use for which they are intended, for a period of two years from the date of delivery. Interventions under the warranty cannot have the effect of extending the duration of the latter. Under this guarantee, the only obligation incumbent on Ledpowerlight will be, at its option, the free replacement or repair of the product or of the element recognized as defective by its services, unless this mode of compensation proves impossible or disproportionate. To benefit from the guarantee, any product must first be submitted to the Ledpowerlight after-sales service, whose agreement is essential for any replacement. Any shipping costs are the responsibility of the Customer, who cannot claim any compensation in the event of immobilization of the goods due to the application of the guarantee.
8.2. Exclusions
The warranty does not apply to visible defects. Also excluded are defects and deterioration caused by natural wear and tear or by an external accident, by a modification of the product not foreseen or specified by Ledpowerlight, by its abnormal use, for its use in conditions different from those for which it is manufactured. , in particular under conditions not prescribed by the manufacturer or by Ledpowerlight.
9. Billing
An invoice is established for deliveries of Products and for each delivery and issued at the time of delivery,
10. Payment
10.1. Modalities
Unless otherwise agreed, payments will be made - unless otherwise provided on the order acceptance by Ledpowerlight - under the following conditions: 100% payment 30,45, or 60 days before shipment according to the order form accepted by Ledpowerlight
10.2. Delay or default
In the event of late payment, Ledpowerlight may suspend all orders in progress, without prejudice to any other course of action. Any amount not paid on the due date appearing on the invoice automatically entails, from the day following the payment date shown on the said invoice, the application of penalties of an amount equal to three times the legal interest rate.
These penalties and costs will be payable upon simple request by Ledpowerlight. In the event that the recovery costs incurred are higher than this flat rate, Ledpowerlight reserves the right to request additional compensation on justification.
In the event of non-payment, forty-eight hours after a formal notice has remained unsuccessful, the sale will be terminated automatically if Ledpowerlight 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 unpaid orders, whether delivered or in the process of being delivered and whether their payment is due or not. In the case of payment by bill of exchange, failure to return the bill will be considered as a refusal of acceptance similar to a default of payment. Similarly, when payment is staggered, 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 Ledpowerlight does not opt for the resolution of the corresponding orders. Under no circumstances may payments be suspended or be the subject of any compensation whatsoever without the prior written consent of Ledpowerlight. Any partial payment will be deducted first from the non-privileged part of the claim, then from the sums for which payment is the oldest. Ledpowerlight does not intend to grant any discount for cash payment or on a date prior to that resulting from the general conditions of sale
10.3. Requirement of guarantees or payment
Any deterioration in the Customer's credit may justify the requirement of a guarantee before the execution of the orders received. Ledpowerlight reserves the right, at any time, depending on the risks incurred, to set a ceiling on each buyer's overdraft and to require certain payment periods or certain guarantees. This will be the case in particular if a modification, or if an assignment, rental, pledge or contribution of its business has an adverse effect on the Customer's credit.
11. Risks
The Customer bears the risks, even in the event of a sale agreed in Incoterm DAP, upon dispatch from the Ledpowerlight warehouses. It follows in particular that the Products travel at the risk and peril of the Customer to whom it belongs in the event of damage, loss or missing items, to make any reservations or to exercise any recourse with the carriers responsible.
12. Retention of title
The Products delivered remain the property of Ledpowerlight until full payment of the invoiced price. These Products must be immediately returned to Ledpowerlight in the event of liquidation or receivership of the Customer or any other circumstance that may either jeopardize or delay payment. This retention of title clause does not preclude the transfer of risks borne by the Customer upon taking possession of the goods; the latter undertakes during the retention of title period to guarantee the entire delivery by an insurance policy covering fire and all similar events, water damage and theft. In the event of non-compliance with this obligation, the Customer assumes full responsibility for all the goods supplied to him and will be required to pay for them in full.
13. Packaging
The Products are delivered packed in standard cardboard. Packaging bearing the manufacturer's mark or that of Ledpowerlight can only be used for its Products and cannot under any circumstances be used for Products other than its own. Any violation of this rule would expose its author to legal proceedings and the payment of damages.
14. Intellectual property
The Customer is prohibited, except with the express and prior authorization of Ledpowerlight, from any use of his intellectual and/or industrial property rights in any way whatsoever.
15. Personal data
The Customer is informed that Ledpowerlight as Data Controller within the meaning of the European Data Protection Regulation (GDPR), implements the processing of personal data collected from the Customer. The legal basis for this processing is the legitimate interest pursued by the execution of pre-contractual or contractual measures, the respect of legal and regulatory obligations and the consent of the Customer, by the acceptance of these GCS. This data may be communicated to Ledpowerlight service providers and subcontractors. They are not transferred to non-member states of the European Union. If this should be the case, the Customer will be informed of this as well as of the measures taken to protect the security of the data. They are kept for the time necessary for the operations for which they were collected as well as in compliance with the regulations in force. In this respect, the sellers' data is kept for the duration of the contractual relationship plus the duration of the guarantees, without prejudice to retention obligations (in particular for accounting) or limitation periods. The Data Controller is Ledpowerlight. The Customer has a right of access to data concerning him, rectification, query, opposition, portability, and deletion of said data. Ledpowerlight may exercise these rights by writing by email to contact@ledpowerlight.com The Client is informed that the exercise of some of these rights may have the effect of preventing the Client from carrying out his mission in whole or in part. The Customer is informed that he has the right to lodge a complaint with the CNIL.
16. force majeure
The cannot be held liable if the non-execution or the delay in the execution of any of its obligations, as described herein, results from a case of force majeure, within the meaning of article 1218 of the civil code, and those usually recognized by French case law. Pandemics, strikes, wars having an unpredictable effect on the production or delivery chain are also considered as cases of force majeure.
17. Miscellaneous
17.1. The T&Cs, and/or the Orders do not provide and are not intended to provide third parties (including Customer's customers, Customer's Affiliates) with any right of recourse, claim, liability, reimbursement, reason for share, or any other right.
17.2. The GCS, the Orders and all their stipulations will bind the Parties hereto, their legal successors and authorized assignees, in particular in the event of a change of control or merger of a Party, either by absorption by a third party company, or by creating a new company, as in the event of a spin-off, partial contribution of assets or other concentration and restructuring operations, and will be for the sole benefit of these. Nevertheless, Ledpowerlight may assign, transfer, delegate or alienate all or part of its rights, titles or interests hereunder to an Affiliate or a parent company. Assignments, transfers or other dispositions by either Party in violation of this article shall be null and void.
17.3. Each notification, request, certification or communication delivered or made under the terms of the GCS, the Orders and the Orders will be made in writing to the address indicated on the relevant Order for the receiving Party. Notices, requests or other communications will be deemed received (1) if delivered by hand: at the time of delivery, (2) if posted by courier with acknowledgment of receipt or express mail: on the date indicated on the acknowledgment of receipt or (3) if they are sent by email: on the date indicated on the acknowledgment of receipt.
During correspondence or other relations via the Internet or other electronic means, each Party shall implement reasonable means to safeguard the security and confidentiality of the exchanges, but the Parties acknowledge that it is not possible to guarantee such security and privacy. Similarly, the Parties acknowledge and accept that, although they use anti-viruses, they cannot guarantee that the transmissions occurring between them will be free from any virus.
17.4. If a stipulation of the GCS, and/or of an Order is or becomes null or inapplicable, said stipulation will be deemed deleted from the document concerned, and the Parties will meet in order to define by mutual agreement a substitute stipulation. In the event that the Parties cannot, in good faith, reach an agreement on such a provision, the document concerned will be terminated automatically, without the Parties being able to claim any damages.
17.5. The T&Cs and Orders supersede all prior agreements, oral or written, between the Parties and constitute the entire agreement between the Parties with respect to the Products. They may only be modified or amended in writing signed by both Parties.
17.6. The declarations and warranties expressly contained in these T&Cs, and the accepted Orders are the only ones accepted by Ledpowerlight and replace any other express or implied declaration and/or guarantee, including, in particular, guarantees of market value, fitness to a particular object and uninterrupted service, as well as to any obligation that Ledpowerlight may have under customary or jurisprudential law.
17.7. No Party shall be deemed to have waived any right acquired under these T&Cs, and/or an Order, unless there is a written and signed waiver. No breach or successive breaches in the execution of an agreement or convention and no waiver or successive waivers by a Party may affect the validity of these agreements, agreements or provisions or infringe the rights of the beneficiary Party due to execute.
17.8. The stipulations of the GCS, Orders and information, written or oral, which is not in the public domain, relating to the Products and/or the Parties (hereinafter "the Confidential Information") will be kept confidential and will not be disclosed, in whole or in part, to anyone other than contractors, officers, directors, employees or representatives of a Party (hereinafter, collectively, "Representatives") with a need to know such Confidential Information for the purposes of negotiating, signing and executing the T&Cs. This Confidential Information will not be used for any other purpose. Each Party undertakes to inform all its Representatives of the private nature of the Confidential Information and to order these persons to treat it in accordance with the stipulations of this Article. The Parties are authorized to disclose Confidential Information (1) by order of a court or administrative agency, (2) at the request or demand of a regulatory agency or authority, or under any regulation thereof, (3) to the extent reasonably required in connection with the exercise of a remedy hereunder, (4) a Party's legal advisors or independent auditors, and (5) any permitted assignee in hereunder, provided that the said assignee undertakes in writing to be bound by the stipulations of this Article. This Article will apply for the entire duration of the GCS and will survive the expiry of the latter for three (3) years.
17.9. Neither Party shall make any public announcement relating to the GCS, the Orders and/or the transactions contemplated therein without the prior written consent of the other Party. However, each of the Parties reserves the right to include the name of the other Party on a list of commercial references communicated to the public.
18. Jurisdiction – Applicable law
Any difficulty relating to the interpretation or execution of these GCS will be the exclusive jurisdiction of the Courts of Montpellier (France) ruling under French law.
In the event of a dispute relating to the interpretation or execution of these T&Cs, the sole jurisdiction shall be in the event of a dispute of any kind or dispute relating to the formation or execution of the order, the courts of Montpellier in France ruling in French law. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants or warranty claims, and regardless of the mode and terms of payment, without the jurisdiction clauses that may exist on the documents buyers may obstruct the application of this clause.
