ARTICLE 1 – ACCEPTANCE – OPPOSABILITY
The recipient of the order is referred to hereafter as “ECO-INNOV'”. The person issuing the order is referred to hereafter as the “Buyer”. In placing an order with ECO-INNOV’ for a lighting system (hereafter referred to as the “Product”), the Buyer fully and unreservedly accepts the present general conditions of sale to the exclusion of any other document. No special condition and in particular the Buyer’s own general purchasing conditions shall override the present conditions unless specifically indicated in the receipt for the order or accepted quotation referred to in article 2. All relations between ECO-INNOV’ and the Buyer shall be governed by the latest conditions in force on the day the order is placed. Should ECO-INNOV’ waive any of the present general conditions of sale at any time, this may not be construed as signifying that it waives its right to apply any of the conditions at a later date.
ARTICLE 2 – ORDERS
The customer must place an order before any products can be delivered. This may take the form of a quotation accepted by the Buyer or an order confirmed by ECO-INNOV’ in compliance with paragraph 3 of the present article 2. The quotation drawn up by ECO-INNOV’ is a proposal. The quotation is valid for a period of thirty days from the date on which it is drawn up. A contract is entered into only when the conditions set forth in the quotation have been accepted without reservation by the Buyer. In practice, the Buyer signifies his consent by returning the signed quotation or by sending an order identifying the quotation concerned. In the absence of a quotation, orders sent to ECO-INNOV’ are always subject to its acceptance, which is notified via a receipt for the order or by the execution thereof. Once a contract has been entered into, it may not be cancelled and the amount will be owed in full.
ARTICLE 3 – DELIVERY
Unless agreed otherwise, Products sold by ECO-INNOV’ are delivered in accordance with Incoterm ICC 2000 EXW Grenoble. Products are shipped at the Buyer’s risk; he must therefore make arrangements to insure against theft or loss from the time they leave ECO-INNOV’s warehouses. If ECO-INNOV’ takes responsibility for transporting the Products to the place indicated on the order confirmation or quotation accepted by the Buyer in compliance with article 2 above, it is only as the Buyer’s agent. Delivery costs will be rebilled in full to the Buyer. Delivery times are purely indicative; no penalty for delay or cancellation of the order or deferred payment will be permitted in the event of failure to meet them. In particular, ECO-INNOV’ is relieved of its obligation to deliver the Products in cases of force majeure such as wars, riots, fires, flooding, strikes, lock-outs, epidemics, accidents, excessive heat, damp or cold, lack of material, order by the public authorities (ban on imports or exports, etc.). In any event, Products will only be delivered if the Buyer has met all his obligations with respect to ECO-INNOV’. Furthermore, if Products are missing or have been damaged in transport, the Buyer promises to notify all reservations with respect to the transporter immediately on receiving the Products and no later than three days afterwards and send a copy to ECO-INNOV’, failing which any claim will be rejected.
ARTICLE 4 – PRICE
The applicable price, in the case of a quotation, will be that indicated on the quotation accepted by the Buyer, or, in the absence of a quotation, that indicated in ECO-INNOV’s price list applicable on the date of the order. This can be sent to the Buyer at his request. Prices are given in euros; they are firm and do not include expenses and taxes. They may include an eco-contribution if need be. Unless agreed otherwise, prices for Products are indicated ex-works Grenoble (Incoterm CCI 2000), thus excluding transport costs. No discount will be given for early payment.
ARTICLE 5 – BILLING – PAYMENT
Unless indicated otherwise, invoices are to be paid by cheque or bank transfer to ECO-INNOV’s head office at the address shown on the invoice no later than 45 from the end of the month in which the invoice was issued. New Buyers may be required to make an advance payment on the date the order is placed. Buyers may not defer payment or modify the conditions of payment for any reason whatsoever, in particular on the grounds of poor quality or non-conformity of the Products or late delivery. Similarly, partial delivery shall not be considered sufficient grounds for delaying payment of the part delivered. Interest for overdue payment at triple the legal interest rate will be applied automatically to any amount not paid on the due date. This interest will be applied until the amount owed is paid in full, including interest. Moreover, a lump sum of forty (40) euros will be due in respect of recovery costs. Should the Buyer fail to make payment on time and not respond within 48 hours after being served formal notice to do so, ECO-INNOV’ shall be entitled to demand immediate payment of all amounts still owed, suspend its obligations, suspend or cancel any orders in progress, without prejudice to its right to demand interest and/or terminate the contract. The conditions in which a contract is to be carried out may be revised if ECO-INNOV’ learns of any major change in the Buyer’s economic or financial situation, even after the order has been partly fulfilled. ECO-INNOV’ also reserves the right to require guarantees for payment of its invoices at any time.
ARTICLE 6 – TRANSFER OF OWNERSHIP – TRANSFER OF RISKS
NOTWITHSTANDING ANY CLAUSE TO THE CONTRARY, OWNERSHIP OF PRODUCTS ORDERED FOR THE BENEFIT OF THE BUYER WILL ONLY BE TRANSFERRED AFTER THE BUYER HAS PAID FOR THEM IN FULL. As long as the ownership of ECO-INNOV’ Products has not been transferred to the Buyer, the latter shall refrain from pledging them or granting any third party any right to them whatsoever. In contrast, the risk of loss or deterioration to ECO-INNOV’ Products shall be transferred in compliance with the agreed Incotem.
ARTICLE 7 – GUARANTEE – LIABILITY
7.1. The Buyer is responsible for informing ECO-INNOV’ of the characteristics of the Products corresponding to his requirements, in particular all technical information needed to determine fully which Product is required and the configuration of the place where it is to be installed (location, sunlight, photographs, drawings, etc.) and for making sure that the characteristics defined correspond in every respect to his expectations. The Buyer is thus deemed to be fully familiar with the Products he is buying and acknowledges that he has been able to obtain information relating to the Products he has ordered. In particular, he alone is responsible for deciding where the Products are to be installed.
7.2. Unless indicated otherwise in the accepted quotation or in the acknowledgement of receipt of the order referred to in article 2, ECO-INNOV’ guarantees the Buyer against any fault or defect that would prevent the Product from operating altogether, for a period of twelve months from the date of issuing the invoice. For the guarantee to apply, the Buyer must notify ECO-INNOV’ in writing within 15 days of discovering any such fault or defect. The Buyer must also send the defective Product back to ECO-INNOV’ at his own risk and expense, indicating the return number generated by ECO-INNOV’. Throughout the guarantee period and after examining the Product, ECO-INNOV’ will replace the said Prodcut by sending the Buyer an identical or similar one. Unless indicated otherwise, transport costs incurred in sending the Product to its place of delivery in metropolitan France in compliance with article 3 of these conditions of sale will be borne by ECO-INNOV’ up to a maximum of €500.00 including VAT; however, the Buyer shall bear all risks incurred in transporting the said Product. Only the cost of parts is covered, to the exclusion of any labour costs relating to the de-installation and re-installation of the Product. The guarantee does not apply to any fault or defect caused by normal wear and tear or by oxidation of the Product, any use and/or installation of Products that does not comply with the installation and use conditions set forth in the corresponding manual supplied to the Buyer or available on www.eco-innov.com, with instructions given by ECO-INNOV’ or with any usage, laws and regulations in force, inadequate maintenance, negligence, repairs, alterations, work or modifications carried out on the Products without the prior written consent of ECO-INNOV’.
7.3. ECO-INNOV’ ACCEPTS NO EXPRESS OR IMPLICIT GUARANTEE OBLIGATION, OTHER THAN THAT STIPULATED IN ARTICLE 7.2. If there is any doubts as to the interpretation of any clause, the Customer acknowledges that ECO-INNOV’s responsibility is limited to one of best endeavours. IN NO CASE WILL ECO-INNOV’ BE HELD RESPONSIBLE WITH RESPECT TO THE BUYER FOR ANY INDIRECT DAMAGE, NOTABLY OPERATING LOSS, LOSS OF CUSTOMERS OR BUSINESS OR DAMAGE TO CORPORATE IMAGE ARISING FROM THE POSSESSION OR USE OF THE PRODUCTS. IN ANY EVENT, OTHER THAN IN CASES OF WILFUL MISCONDUCT, ECO-INNOV’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE BUYER IN RETURN FOR ITS OBLIGATIONS. ECO-INNOV’ MAY ALWAYS PREVENT ANY LIABILITY ACTION BY REPLACING THE FAULTY PRODUCT. Should the Buyer wish to contest ECO-INNOV’s fulfilment of its contractual obligations, he must send a registered letter with acknowledgement of receipt setting out his claim within twelve months thereof. Failing which, he shall be considered to have waived his right to criticise ECO-INNOV’s fulfilment of its contractual obligations.
ARTICLE 8 : COMMERCIAL REFERENCES
ECO-INNOV’ may quote the Buyer’s name in its commercial references, unless asked not to do so in writing.
ARTICLE 9 – JURISDICTION – APPLICABLE LAW
IN THE EVENT OF ANY CLAIM OR DISPUTE CONNECTED WITH THESE CONDITIONS, THE COURTS OF LYON SHALL HAVE EXCLUSIVE JURISDICTION, EVEN IN THE EVENT OF SUMMARY HEARINGS, INCIDENTAL CLAIMS, SEVERAL DEFENDANTS OR INTRODUCTION OF THIRD PARTIES. All clauses contained in the present general conditions and all operations referred to herein are subject to French law to the exclusion of any agreements such as the Vienna Convention of 11 April 1980.
ARTICLE 10 – PROOF
In the event of a claim, the parties hereto agree to consider faxes and emails as original documents representing valid proof and hereby agree not to challenge their validity unless their authenticity is questioned.