Terms of Sale and Delivery

1 - GENERAL CONDITION
Our sales shall be subject to these General Conditions which shall prevail over any other purchasing conditions, except as expressly waived in writing by ourselves.

2 - SECRECY
Any and all designs, plans, drawing and/or documents given and/or sent by ATELIER SEDAP shall remain our property; as such they shall in no events be divulged by the buyer to any third parties for whatever reason.

3 - DRAFTING OF CONTRACT
Whenever ATELIER SEDAP prepares a price estimate, any such quotation shall constitute Special Conditions amending or completing these General Conditions.
Upon receipt of an order from the buyer, such order shall not be deemed fully accepted until acceptance has been confirmed by ATELIER SEDAP in writing; such written acceptance shall in this case constitute the Special conditions.

4 - DELIVERY - TRANSPORT
Except stipulated otherwise, delivery shall be deemed to be made at ATELIER SEDAP plants or warehouse.
In the event that delivery is delayed for any reason beyond the control of ATELIER SEDAP, it shall be deemed to have been made on the agreed date.
Except as stipulated otherwise, the buyer shall be responsible for handling all transportation costs and risks for the goods sold, following delivery.

5 - OWNERSHIP
ATELIER SEDAP shall retain ownership of goods sold until payment in full of principal price and incidental charges.
Failures to pay any amount on the due date may result in the repossession of the concerned goods by ATELIER SEDAP.
This provision shall be applicable notwithstanding the transfer to the buyer, as of the delivery date, of all risks of loss or damage to the goods sold, or damage for which the buyer may be held responsible.

6 - PRICE- PAYMENT TERMS - PENALTIES
Prices quoted by ATELIER SEDAP are exclusive of VAT, except as specified otherwise.
If applicable, any price revisions or possible price revisions shall be specified in the Special Conditions.
Unless otherwise stipulated, our invoices are payable in Nantes.

7 - EXTENSION OF DUE DATES FOR DRAFTS
- extensions requested less than two weeks before the due date: charged at 1.5% of the amount due per month, plus a fixed charge of 10 Euros excl. tax
- extensions requested more than two weeks before the due date: charged at 1.5% of the amount due per month with a minimum of 10 euros excl. tax.

8 - LATE PAYMENT PENALTIES
Law 2001-420 of 15/05/01 known as the "NRE law": if our invoices are not paid on the due date, late payment penalties will be charged at the ECB rate plus 7 points, with a minimum charge of 10 Euros ht.
In the event of a failure to pay any one invoice, all our other invoices will become payable immediately.

9 - PENALTY CLAUSE
In addition to the late payment penalty, the costs incurred for the recovery of unpaid invoices shall be borne by the customer and will be payable, following formal notice without result, as a fixed sum set at 20% of the sums due, with a minimum of 80 Euros excl. tax.

10 - GUARANTEES

A - Goods sold by ATELIER SEDAP are guaranteed against any apparent and/or operational defects resulting from a defect in material, work manship or design, subject to the following condition: Any apparent defect shall be indicated to ATELIER SEDAP upon receipt and acceptance of the goods.
Any operational defect shall be indicated to ATELIER SEDAP within 7 days of delivery date, under conditions of use the product in accordance with its design and nature.

B - The guarantee granted by ATELIER SEDAP shall not apply in any of the following events:
   • if the defective material or design was supplied by the buyer,
   • if the defect results from a modification of the products, except as previously authorized by ATELIER SEDAP,
   • if parts have been replaced with parts from a different origin,
   • if the defective operation results from normal wear of the product or from negligence or failure by the buyer to maintain the product properly
   • if the equipment was assembled and/or connected without respecting the user’s instructions supplied by ATELIER SEDAP,
   • if the defective operation arises from a case of force majeure,
   • on bulb, lamps, tubes (or related parts) supplied with some of our products.

C - Subject to the above conditions, ATELIER SEDAP’s guarantee shall be valid for 1 (one) year.
Under these terms, ATELIER SEDAP shall replace (or repair at our option) free of charge those parts acknowledged as defective by our technical department.
Defective goods shall be returned carriage-free by the buyer.
ATELIER SEDAP shall not be held liable for any claims for compensation or reimbursement agains any prejudice or losses incurred therefrom, no for any costs arising from dissablembly or reassembly operations, nor for any expenses resulting directly or indirectly from the non-availability of equipment.
In addition, this guarantee shall not cover any transportation costs to the site concerned.
Replacement of any part acknowledged as defective shall not extend the term of guarantee as specified above.
Furthermore, if for any reason beyond the control of ATELIER SEDAP, the shipment date is delayed, the beginning of the guarantee shall be postponed no longer than 1 (one) month.

D - ATELIER SEDAP’ liability shall be expressly limited to the guarantee and reservations specified above, and ATELIER SEDAP shall
in no case whatsoever be held liable in the event of any incident and/or accidents resulting in physical injuries or material damage arising from improper conditions of installations and/or operation, or improper utilization contrary to the intended use or design of ATELIER SEDAP’s products.

E - Dimensions and weight of our products are given for general information only.

F - ATELIER SEDAP reserves the right to modify the characteristics and fixtures of our products at any time.

11 - CANCELLATION CLAUSE
Should either one of the parties fail to meet its obligations hereunder, the contract governed by these General Sales Conditions shall be terminated by right in favor of the other party, without prejudice of any claim for damages which may be made against the defaulting party.
Such termination shall become effective 15 days after formal notice has been sent by registered mail with acknowledgment of receipt, if no corrective action has been taken by such time.

12 - JURISDICTION
Any dispute relative to the sales made and/or services provided by ATELIER SEDAP which cannot be settled amicably, shall be submitted, even in the event of guarantee claims or multiple claimants, to the exclusive competence of the Commercial Court of NANTES which shall have sole jurisdiction in the matter.

13 - ACCEPTANCE AND OPPOSABILITY
These General Sales Conditions shall constitute a contractual deed and shall accompany all sales documents supplied by ATELIER SEDAP.
Consequently, they shall be binding upon all customers of ATELIER SEDAP.
Customers shall be deemed to have accepted such General Conditions except as subject to any reservations made by the date of order at the latest, and where necessary their essential clauses shall be reproduced in a clear and legible manner in the documents comprising the contract (i.e. invoices, delivery slips, price lists).

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