These general terms and conditions of sale (hereinafter "GTC") are applicable to all sales of standard products (hereinafter "Products") by ON-LIGHT CONSULTING (hereinafter "ON-LIGHT") to a professional customer (hereinafter "the Buyer"). It is specified that these T&Cs do not apply to sales of Products accompanied by the provision of services by ON-LIGHT to the Buyer. Any order of Products implies the Buyer's unreserved acceptance and full and complete adherence to these GCS, unless there is a derogatory prior written agreement between the parties. These GTC prevail over any other document of the Buyer and, in particular over all general conditions of purchase, unless otherwise agreed in writing and prior between the parties. Any document other than these T&Cs and in particular catalogues, prospectuses, advertisements, notices, has only informative and indicative value, not contractual.

1. Quotation - Orders

1.1 When an estimate is established prior to the order, it is only valid for a period of three months from its date.

1.2 The contract is concluded upon issuance of written confirmation of the Buyer's order by ON-LIGHT or, failing this, on the expiry of a period of three working days following receipt of the Buyer's order by ON-LIGHT. For all intents and purposes, it is reminded that the order acknowledgment does not constitute acceptance by ON-LIGHT. Upon receipt of the Buyer's order by ON-LIGHT, the terms of the order transmitted to ON-LIGHT are irrevocable for the Buyer, unless ON-LIGHT accepts in writing the subsequent modifications made by the Buyer to the command. In this case, ON-LIGHT reserves the right to invoice its customer for the costs already incurred by it to process the initial order. The deadlines initially agreed cannot be respected.

1.3 The Buyer clearly specifies in the order, for each type of Product ordered and its reference.

2. Price

2.1 The Products are supplied at the scale in force on the day the Buyer's order is issued. Orders of Products for which the scale cannot apply, are preceded by an estimate.

2.2 Prices are exclusive of tax.

2.3 The prices of sources and household luminaires do not take into account the possible economic impact of the obligation imposed by articles R 543-172 and following of the Environmental Code on producers of electrical and electronic equipment to organize collection and recycling of waste from this equipment. The prices of other Products intended for professionals affected by this regulation include this economic impact.

2.4 Prices are exclusive of transport costs.

2.5 Orders are subject to the following cumulative additional charges:

3. Payment

3.1 Invoices are payable at the registered office of ON-LIGHT by bank transfer unless there is a derogatory prior written agreement between the parties.

3.2 Unless there are mandatory legal provisions to the contrary, invoices are payable within 30 days from the date of issue of the invoice.

3.3 Set-off is only permitted in the event of certain, liquid and payable debts that have been invoiced in accordance with the applicable regulations; the assets are compensated at reciprocal maturity.

3.4 ON-LIGHT does not grant any discount for cash payment or on a date prior to that of payment appearing on the invoice.

3.5 Any amount not paid on the due date will give rise to payment by the Purchaser automatically, from the day following the payment date appearing on the invoice, of penalties set at three times the legal interest rate. These penalties are payable without a reminder being necessary. In addition, a lump sum compensation for recovery costs in the amount of €40 is due automatically and without prior notification for any late payment; additional compensation may be required when the recovery costs exceed this amount.

Late payment also triggers forfeiture of the term for sums not yet due.

In the event of non-payment of an invoice after due date, ON-LIGHT reserves the right, without the Buyer being able to claim any compensation for any reason whatsoever, to:

– suspend the execution of the order to which the invoice concerned by the late payment relates;

– suspend the execution of any other order in progress when it is clear that the Buyer will not execute on the due date;

– suspend the execution of any other order in progress when it is clear that the Buyer will not execute on the due date;

– at the end of a period of 30 days after formal notice sent by registered letter with acknowledgment of receipt, to perform its payment obligation, which has remained unsuccessful, (i) to notify the Buyer by a new registered letter with acknowledgment of receipt, the resolution of the sales contract(s) arising from the order(s) for which payment has not taken place at the end of this period and/or,

(ii) to refuse any new order from the Buyer.

3.6 The Buyer is solely responsible for setting and advertising its resale prices within the framework of the regulations in force.

4. Delivery

4.1 Delivery of the Products is effected by delivering the Product to the carrier.

4.2 It is accepted by express agreement between ON-LIGHT and the Buyer and by way of derogation from the provisions of article 1342-4 of the Civil Code, that a partial delivery of the Products ordered is valid and that the Buyer cannot refuse to take partial delivery.

4.3 ON-LIGHT reserves the right to deliver in replacement packaging, different from that ordered. In this case, this change is mentioned on the delivery note or is the subject of direct information to the Buyer.

4.4 Delivery times run from the conclusion of the contract as defined in article 1.2 of these GCS. Delivery times are given for information and guidance only. ON-LIGHT declines all responsibility in the event of total or partial delay in delivery and the Buyer cannot, without the express agreement of ON-LIGHT:

– by way of derogation from article 1226 of the Civil Code, cause or claim the termination of the contract relating to the Products concerned by the delay or, by way of derogation from articles 1219 and 1220 of the Civil Code, refuse to execute or suspend the performance of its own obligation to pay the price according to the payment terms that have been agreed between the parties;

– claim damages or penalties;

– by way of derogation from article 1223 of the Civil Code, ask the judge or notify ON-LIGHT of a proportional reduction in the price.

4.5 The transfer of risks on the Products takes place upon delivery, as defined in article 4.1 of these GCS, before loading. Nevertheless, in order in particular not to cause ON-LIGHT to lose the possibility of acting against the carrier, it is up to the Buyer (or to the recipient, if different from the Buyer):

– to check, at the time of their receipt, the condition and quantity of the Products by proceeding, if necessary, in the presence of the carrier, to the opening of any package whose appearance is doubtful; And

– to formulate, in the event of damage or missing items, precise reservations on the transport receipt, specifying the nature and extent of the damage (breakage noise, damaged package, wetting, missing package, etc.); and – to confirm these reservations by registered letter addressed to the carrier and to ON-LIGHT within three days, not including public holidays, following receipt. Failure to comply with these formalities prevents any action against ON-LIGHT and/or the carrier. Imprecise or systematic reservations, such as "subject to quantity and quality control" affixed to the transport receipt, are insufficient and cannot be acted upon. In the event of an apparent defect or in the event of non-compliance of the Products delivered, the Buyer may only request the replacement of the defective or non-compliant Products and/or the addition to be made to complete the delivery. The Buyer may not, without the express agreement of ON-LIGHT:

– by way of derogation from article 1226 of the Civil Code, cause or claim the resolution of the contract relating to the Products not delivered or non-compliant or, by way of derogation from articles 1219 and 1220 of the Civil Code, refuse to execute or suspend the performance of its own obligation to pay the price according to the payment conditions which have been agreed between the parties;

– claim damages or penalties;

– by way of derogation from article 1223 of the Civil Code, notify our company or ask the judge for a proportional reduction in the price.

5. Returns

No return of Products may be made by the Buyer without the prior written consent of ON-LIGHT. No return will be authorized for Products not appearing on the scale in force. The Buyer requests authorization to return the Products to the Customer Service on which it depends. If the Customer Service concerned accepts the return, the terms of the return will be defined by mutual agreement between ON-LIGHT and the Buyer. In any case, the Products must be returned in the state in which they were delivered, only full boxes can be returned and no bulk Product can be returned.

6. Title retention clause

6.1 THE PRODUCTS DELIVERED TO THE BUYER REMAIN THE PROPERTY OF ON-LIGHT UNTIL FULL PAYMENT OF THE SALE PRICE IN PRINCIPAL AND ACCESSORIES.

6.2 IN THE EVENT OF NON-PAYMENT OF INVOICES BY THE AGREED DEADLINES, ON-LIGHT MAY REQUIRE THE IMMEDIATE RETURN OF PRODUCTS NOT FULLY PAID, AT THE BUYER’S EXPENSE AND RISK. ANY DEPOSIT ALREADY PAID BY THE BUYER WILL REMAIN ACQUIRED TO ON-LIGHT AS PENALTIES, WITHOUT PREJUDICE TO ANY OTHER ACTIONS THAT ON-LIGHT WOULD BE ENTITLED TO BRING AGAINST THE BUYER DUE TO THE NON-PAYMENT OF THE ENTIRE PRIZE.

6.3 THESE STIPULATIONS DO NOT PREVENT THE TRANSFER TO THE BUYER, FROM THE DELIVERY OF THE PRODUCTS, OF THE RISKS OF LOSS AND DETERIORATION OF THE PRODUCTS SOLD AS WELL AS THE DAMAGE THEY COULD CAUSE. ALSO, THE BUYER MUST, FROM THE DELIVERY OF THE PRODUCTS SOLD, AT HIS EXPENSE, SUBSCRIBE TO INSURANCE COVERING THE ABOVE-MENTIONED RISKS.

7. Contractual guarantees

7.1 In addition to the legal guarantees, certain Products sold by ON-LIGHT are covered by a contractual guarantee offered by the manufacturer of the said Products. The list of Products benefiting from a contractual guarantee appears on the scale in force. The duration and conditions of the contractual warranty offered by the manufacturer on certain Products can be consulted on the website dedicated to said Products.

7.2 The manufacturer's contractual warranty benefits the Buyer of the Product(s) concerned by the warranty (except in specific cases indicated on the website dedicated to the Products), without geographical limitation, subject to compliance with the terms implementation of said guarantee. In any case, ON-LIGHT is the interlocutor of the beneficiary of the contractual guarantee offered by the manufacturer.

7.3 The manufacturer's contractual warranty only applies in the event of a manufacturing or material defect affecting the Product(s) sold by ON-LIGHT which has been recognized as such by ON-LIGHT and/ or the manufacturer under the conditions of article 7.6 of these GCS.

7.4 Are excluded from the manufacturer's contractual warranty:

– any damage related to non-compliance with the storage, installation, use and maintenance instructions, in particular the clause of commissioning by personnel approved by ON-LIGHT, as well as the clause for maintenance by personnel approved by ON-LIGHT;

– any damage related to non-compliance with applicable standards or the state of the art;

– any damage related to non-compliance with applicable standards or the state of the art;

– any damage attributable to a cause unrelated to the Product;

– any damage related to normal wear and tear of the Product due to its use under normal conditions.

7.5 The beneficiary of the contractual guarantee offered by the manufacturer who wishes to implement the said guarantee, sends ON-LIGHT (except in specific cases indicated on the website dedicated to the Products) as soon as possible in writing a request for the implementation of the contractual warranty, specifying the defect affecting the Product(s). The request must be accompanied by the purchase invoice of the Product(s) concerned. After validation of the request by ON-LIGHT, the latter will inform the beneficiary of the contractual guarantee if the latter makes available the Product(s) in question. ON-LIGHT will indicate in this case to the beneficiary of the contractual guarantee the methods of return of the said Product(s).

7.6 If the examination of the product(s) by ON-LIGHT / the manufacturer reveals that the contractual guarantee offered by the manufacturer applies, the Product(s) will be, at the choice of the manufacturer, repaired, refunded or exchanged for an identical or equivalent Product. The contractual warranty offered by the manufacturer does not, however, entitle the beneficiary of the warranty to any damages whatsoever. If the examination of the Product(s) by ON-LIGHT / the manufacturer reveals that the contractual guarantee offered by the manufacturer does not apply, the parties will mutually agree on the fate of the Product(s). (s) concerned.

7.7 The outward and return transport costs of the Product(s) are borne by ON-LIGHT / the manufacturer in the event that the examination of the Product(s) by ON-LIGHT / the manufacturer appear that the contractual guarantee applies. The buyer will nevertheless advance these costs necessary for the examination of the product(s) to the address communicated by ON-LIGHT.

7.8. Secondary costs (dismantling, moving, installation, etc.) are in no way covered by the contractual guarantee.

7.9 In any event, the contractual warranty cannot release ON-LIGHT / the manufacturer from its obligations under the warranty against hidden defects in accordance with articles 1641 and following of the Civil Code.

8. Warranty for defective products

Within the framework of articles 1245 to 1245-17 of the Civil Code, only the responsibility of the producer can be sought because of defective products. In any event, liability for defective products is excluded for any damage caused by the Products supplied by ON-LIGHT to goods intended mainly for professional use.

9. Detached pieces

ON-LIGHT informs the Buyer of the fact that there are no spare parts within the meaning of article L111-4 of the Consumer Code for Products intended for consumer end users.

10. Responsibility

10.1. In the event of non-performance by ON-LIGHT of any of its contractual obligations, any action for liability against ON-LIGHT lapses within a period of one year from the non-performance.

10.2. The responsibility of ON-LIGHT can only be engaged for the only damage of which ON-LIGHT is directly at the origin, without any joint or solidary commitment with the possible third parties having contributed to the damage.

ON-LIGHT's liability is excluded, subject to mandatory legal provisions, in the event of indirect and immaterial damage, such as loss of income, loss of earnings, operating loss, financial cost, loss of order , any commercial disturbance, and any other commercial or financial prejudice… the Buyer renouncing both in his own name and in the name of his insurers any recourse against ON-LIGHT and his insurers. In any case, the responsibility of ON-LIGHT is, subject to mandatory legal provisions, whatever the nature of the damage, limited to 10% of the turnover excluding tax achieved by ON-LIGHT with the Buyer at the during the twelve months preceding the conclusion of the contract as defined in article 1.2 of these GCS, to which the event giving rise to the liability alleged by the Buyer is attached, it being specified that this is a ceiling of maximum compensation, even if the amount of the damage turns out to be higher.

10.3 The products marketed by ON-LIGHT are manufactured with the greatest possible precision, subject to the usual tolerances in the field concerned. However ON-LIGHT reserves the right to modify, unilaterally, the characteristics of the Products sold according to the improvements recommended by its services or its suppliers and this without obligation to modify the Products previously delivered or in the process of being ordered.

11. Reservation and compliance with export control regulations

11.1 ON-LIGHT shall be entitled not to fulfill its obligations if a national or international regulation or any other imperative constraint, relating to national or international trade, import or export, customs obligations, measures of embargoes or any other sanctions, opposes or contravenes the validity or the execution of its obligations.

11.1 ON-LIGHT shall be entitled not to fulfill its obligations if a national or international regulation or any other imperative constraint, relating to national or international trade, import or export, customs obligations, measures of embargoes or any other sanctions, opposes or contravenes the validity or the execution of its obligations.

11.2.2 Prior to any transfer of Products supplied by ON-LIGHT to a third party, the Purchaser must, in particular, verify and guarantee by appropriate measures that:

– Neither such transfer, nor a brokerage or intermediation service relating to these Products, nor the provision of other resources relating to these Products violates an embargo measure imposed by the European Union, the United States of America and/or the United Nations. Restrictions on internal affairs and the prohibition to circumvent these embargoes must also be observed;

– Such Products are not intended for use in armaments, technology or nuclear weapons, unless the required authorization is provided (insofar as such use is prohibited or subject to authorization);

– Trade with natural persons, legal persons or organizations complies with the regulations applicable to all third parties subject to the restrictions of the European Union and the United States of America (Sanctioned Party Lists).

11.2.3. The Buyer shall, upon request from ON-LIGHT, provide it as soon as possible with all information relating to the end customer, the final destination and the end use of the Products supplied by ON-LIGHT as well as the existing restrictions on export to allow the authorities or ON-LIGHT to carry out export control checks.

11.2.4 The Buyer indemnifies ON-LIGHT against all claims, proceedings, actions, fines, losses, costs resulting from the non-observance and/or violation by the Buyer of export control regulations. The Buyer shall indemnify ON-LIGHT for all related damages.

12. Force Majeure – Unpredictability

12.1 Is considered as a case of force majeure preventing the execution of its obligation by ON-LIGHT, any event beyond the control of ON-LIGHT, which could not have been reasonably foreseen at the time of the conclusion of the contract and whose effects cannot be avoided by appropriate measures. In any case constitute cases of force majeure and this without the aforementioned characters being necessarily fulfilled, total or partial strikes hindering the smooth running of ON-LIGHT or that of one of its suppliers, subcontractors or carriers, as well as the interruption or significant reduction in transport, the supply of energy, raw materials and spare parts by our suppliers, bad weather, floods, fires, riots, refusals, reductions or withdrawals import or export license, prohibition or embargo of import or export.

In the event of the occurrence of a case of force majeure, ON-LIGHT will notify the Buyer in writing as soon as possible of the occurrence of the event. The contract binding ON-LIGHT and the Purchaser will be automatically suspended, without compensation, from the date of occurrence of the event. If the event were to last more than three months from the date of its occurrence, the contract binding ON-LIGHT and the Buyer may be resolved by the most diligent party without any of the parties being able to claim to the award of damages.

12.2 In the event of an unforeseeable change during the conclusion of the contract of economic, legal, commercial and monetary circumstances, making the performance of the contract excessively onerous for ON-LIGHT, ON-LIGHT may ask the Buyer to renegotiate the contract. This request is made by registered letter with acknowledgment of receipt stating all the figures that justify its validity. Each party then undertakes to renegotiate the contract in good faith, so as to reach an agreement, which, realizing the adjustment of the conditions of the initial contract, will have no novatory scope. If, despite the efforts of the parties, no agreement could be reached within 3 months of the request for renegotiation, ON-LIGHT may then freely terminate the contract, without compensation, by registered letter with acknowledgment of receipt. The termination of the contract then takes effect three months after receipt of the said letter.

Throughout the duration of the negotiations, the contract continues under the conditions initially defined.

13. Privacy

The Buyer acknowledges that all the technical, commercial and financial data communicated by ON-LIGHT between the time of negotiation and that of the execution of the contract are of a confidential nature and must not be disclosed to third parties or used for any purpose. other purposes than those for which they were intended, even in the absence of conclusion of the contract.

The confidential data communicated by the Buyer to ON-LIGHT may be disclosed to any other company in the group to which ON-LIGHT belongs.

14. Intellectual property

14.1 ON-LIGHT or the companies of the group to which it belongs hold all the intellectual property rights relating to the Products sold.

14.2 The Products sold by ON-LIGHT may only be resold in their original presentation and under conditions consistent with their brand image and their specificities.

14.3 The Buyer guarantees that he will respect the intellectual property rights (trademarks, patents, designs and models, etc.) owned by ON-LIGHT or the companies in the group to which it belongs, of which he declares to have perfect knowledge and undertakes to consequently not to use them without the express agreement of ON-LIGHT. Any use without its authorization, in particular despite the expiration of a contract, may give rise to legal proceedings.

14.4 The Buyer who becomes aware of a violation of one of the intellectual property rights owned by ON-LIGHT or the companies in the group to which it belongs must immediately inform ON-LIGHT.

15. Change of control – Transfer of the contract

ON-LIGHT may freely assign or transfer in whole or in part, free of charge or against payment, the contracts entered into with the Buyer in accordance with article 1.2 of these GCS as well as the rights and obligations resulting therefrom to a successor of its choice, to any title and in any form whatsoever (in particular in the form of transfer of goodwill, contribution to a company, transfer of securities) without having to seek the Buyer's consent.

This faculty of substitution of contracting party in the rights and obligations of ON-LIGHT may be exercised at any time. However, it will only take effect vis-à-vis the Buyer from the moment the latter has been informed of the transfer of the contract by ON-LIGHT by simple letter. This letter will indicate the contact details of the successor and the effective date of the substitution. In any case, the rights and obligations of the parties will in no way be affected by this change of contracting party.

16. Protection of personal data

The parties undertake to comply with the applicable rules on the protection of personal data, in particular the provisions of the General Data Protection Regulations (GDPR) and local laws on the protection of personal data.

ON-LIGHT and the Buyer undertake to process personal data in a lawful and transparent manner, in good faith and only for the purpose of performing the contract. Any other use of personal data, in particular for other purposes specific to ON-LIGHT or the Buyer or for the benefit or account of third parties is prohibited.

The Buyer undertakes to provide ON-LIGHT with its personal data protection policy relating to the processing in connection with the contract concluded between ON-LIGHT and the Buyer, each year at the latest during its 1st annual order and when of each modification of this policy.

ON-LIGHT, in its capacity as Data Controller, implements the processing of personal data with regard to the Buyer for the following purposes:

– All operations necessary for the execution of pre-contractual measures or the contract (management of quotes, orders, delivery of products, collection)

– Billing

– Accounting

– Legal vigilance obligations

As such, ON-LIGHT processes the following categories of personal data:

– Professional contact data: surname, first name, telephone (landline and/or mobile), fax, email, functions of employees (managers, employees, trainees, temporary workers or other persons external to the Buyer working on his behalf)

– Civil status data of the managers of the co-contracting legal persons appearing on the extracts from the Trade and Companies Register (date and place of birth, nationality, private address).

The persons concerned by this processing have, in accordance with the regulations in force, the following rights with regard to ON-LIGHT:

– a right of access to data concerning them;

– a right to rectify this data;

– a right to limit the processing of this data;

– a right to limit the processing of this data;

– a right to the portability of this data.

In addition, in accordance with the provisions of Article 21 of the European Data Protection Regulation, data subjects also have:

– the right to object at any time, for reasons relating to their particular situation, to the processing of personal data having as a legal basis the legitimate interest of the company ON-LIGHT,

– as well as the right to object at any time to the processing of personal data concerning them for the purposes of commercial prospecting.

Further information relating to ON-LIGHT's general personal data protection policy or, more specifically, to its policy in this area relating to its business partners, is available on request from ON-LIGHT.

17. Competent court – applicable law

17.1 ANY DISPUTE ABOUT THE APPLICATION OF THESE TERMS AND CONDITIONS OF SALE AND THEIR INTERPRETATION AS WELL AS ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, EXECUTION AND TERMINATION FOR ANY CAUSE WHATSOEVER (INCLUDING FOR BRUTAL TERMINATION ESTABLISHED COMMERCIAL RELATIONS) OF THE CONTRACTS CONCLUDED BETWEEN ON-LIGHT AND THE BUYER, WILL BE EXCLUSIVELY BROUGHT BEFORE THE COMPETENT COURT OF LE PUY EN VELAY, EVEN IN THE EVENT OF AN INCIDENTAL CLAIM, WARRANTY CALL OR MULTIPLE DEFENDANTS, SUBJECT TO SKILLS OF SPECIALIZED COURTS. IN THE LATEST CASE, THE SPECIALIZED COURTS DESIGNATED FOR THE JURISDICTION OF THE COURT OF APPEAL OF RIOM WILL BE COMPETENT.

17.2 Any question relating to these general conditions of sale as well as to the sales they govern, which would not be dealt with by these contractual stipulations, will be governed exclusively by French law to the exclusion of the United Nations Convention on contracts for the international sale of goods signed in Vienna on April 11, 1980.