General Terms and Conditions of Sale
Laser 2000 SAS au capital de 100 000 €
Cité de la Photonique, Bât. Sirah
11 avenue de Canteranne
RCS Bordeaux 381 650 597
General Terms and Conditions of Sale
§ 1 Generalities, field of application
- The general terms and conditions of sale of the company Laser 2000 (hereinafter referred to as "Laser 2000") govern the contractual relationship between Laser 2000 and its exclusively professional clients for all sales, rentals or services hereinafter referred to as "the contract".
- Our general terms and conditions of sale take precedence over any other document of the client, and in particular over any general terms and conditions of purchase, except in the case of a written, express and prior agreement between the parties.
- Deviations from these general terms and conditions are only valid with the written confirmation of Laser 2000. The waiver of the requirement for this written form also requires the written form.
- All agreements concerning deliveries and services between Laser 2000 and the customer must be in writing.
- If the client violates the general terms and conditions of business, Laser 2000 is entitled to dissolve the agreement after a notice of default of 48 hours has been issued and has not been acted upon, without the client being able to claim any compensation for any reason whatsoever and without prejudice to the right of Laser 2000 to claim additional damages.
- If special conditions are stipulated in writing between the parties, these general conditions remain applicable for all points from which there is no deviation.
§ 2 Offer and conclusion of contract
- If a customer's order contains all the information necessary for the execution of the agreement, Laser 2000 can accept this order within four weeks of receipt.
- Acceptance of the order can only take place by written confirmation from Laser 2000.
§ 3 Intellectual property
Laser 2000 is the sole owner of the property rights and copyrights of the illustrations, plans, calculations, films, templates, slides, reproductions, tracings and other documents that are handed over to the client; these may not be made accessible to third parties or used by the client for himself or for third parties without the written consent of Laser 2000. Otherwise Laser 2000 is entitled to claim damages, without prejudice to other rights.
§ 4 Delivery and performance periods, delay in delivery
- Delivery periods are agreed between the parties or indicated by Laser 2000 upon acceptance of the order.
- Delivery times are only indicative.
- Any delay in delivery or intervention will not give rise to any penalty or compensation to be paid by Laser 2000, nor will it give rise to cancellation of the order, subject to the provisions below.
- Laser 2000's obligation to deliver or intervene is suspended if the client has not fulfilled one of its contractual obligations.
- Subsequent requests by the customer for changes or additions to the services or deliveries extend the delivery period accordingly. This also applies if circumstances arise that are beyond the control of Laser 2000 or its suppliers and subcontractors, in particular force majeure, import and export bans, strikes and lockouts. In this case Laser 2000 will immediately inform the client of the occurrence of such a delay. In the event of a lack of supply lasting more than two months, the client has the right to request the cancellation of his order. In this case, and if a total or partial payment has already been received, it will be returned to the customer. The customer will also be able to wait for the restocking. If the impediment lasts for more than four months, Laser 2000 is also entitled to dissolve the agreement after having informed the customer in advance.
- If the parties have agreed on a delivery date or a delivery period, the customer's request for delivery must be made within one year of the date of the order at the latest. If the client does not comply with this obligation, Laser 2000 is entitled to carry out the order by force. In this case, the risk of random loss or random deterioration of the object of the agreement is borne by the client on expiry of the aforementioned period of one year. Laser 2000 is then entitled to claim a fixed compensation of 25% of the order amount.
§ 5 Transfer of risk, delivery conditions
- Deliveries by Laser 2000 are subject to the Incoterms 2010 of the International Chamber of Commerce in Paris/updated to 01/01/2011.
- Partial deliveries by Laser 2000 are permissible insofar as they are not unreasonable.
- In the event of shipment, Laser 2000 will, if the customer so wishes and at the customer's expense, take out transport insurance in his favour. Damage during transport must be reported immediately in writing to Laser 2000 and to the carrier making the delivery.
- Any product that has not been the object of reservations by registered letter with acknowledgement of receipt within three days of its reception from the carrier, in accordance with article L133-3 of the Commercial Code, a copy of which will be sent simultaneously to Laser 2000, will be considered accepted by the client. Laser 2000's responsibility can in no case be called into question for destruction, damage, loss or theft during transport, even if it has chosen the carrier.
- Without prejudice to the measures to be taken by the client with respect to the carrier as described above, in case of apparent defects or missing items, any reservation or claim, of whatever nature, concerning the delivered products must be formulated, with all the related proofs, to Laser 2000 in writing by registered letter with acknowledgement of receipt within eight days following the reception of the products. No claim can be validly accepted if the client does not comply with these formalities and deadlines. Failing this, the delivery will be deemed to comply with the order, in quantity and quality.
- In the absence of apparent defects or missing items, no return of products can be made by the client without the prior express written agreement of Laser 2000.
- Laser 2000 will only be responsible for the costs of return in cases where an apparent defect or shortage is actually found. Only the carrier chosen by Laser 2000 is authorized to return the products concerned.
- When, after inspection, an apparent defect or shortage is actually found by Laser 2000, the client can only ask for the replacement of the non-conforming articles and/or the addition to fill in the shortages or a credit note corresponding to the value of the defective product, without claiming any compensation or the cancellation of the sale.
- The complaint made by the customer in the conditions and according to the methods described in this article does not suspend the payment by the customer of the products concerned.
§ 6 Prices, terms of payment
- The prices of Laser 2000 are FCA (Free Carrier Wessling / Germany - Departure Wessling) in Euros and exclusive of taxes. Taxes are calculated according to the rate of tax valid on the day of invoicing, unless otherwise stipulated in the offers or order confirmation.
- Packaging costs as well as the costs for the return of the packaging are charged separately. The same applies to delivery costs, if the customer wishes to have the goods shipped.
- A minimum quantity surcharge of €100 is applied for orders with a net value of less than €250.
- Unless special conditions are agreed with the customer, the price of the supplies and services is due within 30 days of the date of issue of the invoice.
- Any delay in payment will give rise to the automatic application of late payment penalties set at three times the legal interest rate, to a fixed recovery indemnity of 40 euros, without prejudice to the right of Laser 2000 to request additional damages, in particular if the recovery costs incurred exceed this amount, on presentation of supporting documents.
- In the event of late payment, Laser 2000 is also entitled to claim a fixed compensation of 25% of the order amount, without prejudice to other rights or actions.
- In the event of late payment, Laser 2000 is also entitled to refuse a new delivery, suspend current deliveries, cancel any current order or break the contract, after a formal notice of 48 hours has been given without effect, without the client being able to claim any compensation, for whatever reason.
- Cheques are only accepted in lieu of execution of the contract and are only considered as payment after they have been irrevocably credited to the account of Laser 2000.
- Laser 2000 reserves the right to apply price increases without prior notice, insofar as these are the consequence of price increases by subcontractors/suppliers.
- Changes in customs tariffs, import and export taxes, which could not be foreseen at the time of the order, entitle Laser 2000 to make a corresponding price adjustment.
- The client is only entitled to offset or retain if his own claim is legally established and is undisputed or recognized by Laser 2000.
§ 7 Retention of title
- Laser 2000 reserves ownership of the delivered goods, hereinafter referred to as the "object of the agreement", until the full payment of the price in principal and interest and the associated taxes. Failure of the client to pay a single fraction of the price on the agreed due dates can result in the termination of the sale by Laser 2000, which will then be authorized to take back its goods 24 hours after sending a letter expressing its intention to make use of this right to take back.
- The client is obliged to treat the object of the agreement, which is subject to retention of title, with care and custody; in particular, the client is obliged to insure it sufficiently at new value against damage - especially by fire and water - as well as against loss and theft, and to extend his liability insurance to the object of the agreement. The client hereby assigns to Laser 2000, who accepts, all claims arising from its insurance policy against any perpetrators of the damage caused. Laser 2000 is entitled to demand that an insurance certificate be presented to it in the above terms. Payments or services for compensation that Laser 2000 receives from the above-mentioned insurances and/or from a third party are offset against the payments or services owed by the client. Insofar as maintenance work is required, the client must carry out this in good time at his own expense.
- As long as the reservation of ownership exists, the customer is not permitted to pledge, assign, guarantee or make other such arrangements, nor to implement, integrate or assemble the object of the agreement, unless the full amount due to Laser 2000 has first been paid.
- In the event of seizures or other interventions by third parties, the customer must immediately inform Laser 2000 in writing, so that Laser 2000 can bring an action for recovery or third-party opposition, without prejudice to any action for damages against the customer.
§ 8 Product warranty
- Warranty for apparent defects The products must be checked by the customer upon delivery, and any claims, reservations or disputes relating to apparent defects must be made under the conditions set out in §5.
- Our products are guaranteed against any hidden defect resulting from a defect of material, manufacture or design affecting the products delivered and making them unfit for use, for a period of twelve months from delivery. Hidden defects must be reported by the client to Laser 2000 within three days of their discovery. In the event of an unjustified complaint, the costs resulting from the verification by Laser 2000 of the implementation of its guarantee for hidden defects will be charged to the client.
- Liability for defective products Laser 2000's liability for defective products is excluded for any damage caused by its products to goods that are mainly for professional use.
- General provisions Any guarantee by Laser 2000 is excluded if the customer does not handle the object of the contract in accordance with the operating instructions, does not ensure regular maintenance and care, and the defect is the result of this. No warranty is granted for damage resulting from modifications to the object of the contract without the consent of Laser 2000. The warranty for semiconductor components and, in particular, semiconductor diodes is excluded. Any guarantee by Laser 2000 is excluded if the customer does not fulfil his contractual obligations to Laser 2000, in particular if he does not make payments on time.
§ 9 Liability
Laser 2000's liability is, subject to mandatory legal provisions, excluded for indirect and immaterial damage, such as, but not limited to, loss of income, loss of profit, loss of business, financial costs, loss of clientele, loss of brand image, commercial damage or damage resulting from an action by a third party against the client, whereby the client waives any recourse to Laser 2000 and its insurers both on its own behalf and on behalf of its insurers.
In any event, the liability of Laser 2000 is, subject to mandatory legal provisions, limited to the price of € 100,000 to the exclusion of any other amount and only in the event of a grossly negligent or intentional breach of its contractual obligations.
In the event of production or manufacture of the delivery item according to drawings, specifications or technical requirements of the customer, Laser 2000 is only liable for the corresponding execution. The risk of putting into circulation parts of the product that have been manufactured according to a drawing and binding construction instructions is borne exclusively by the client.
§ 10 Customer's responsibility for disposal
The customer is obliged to dispose of the object of the contract in a proper manner at the end of its useful life at his own expense and in accordance with the applicable legal regulations. The customer hereby releases Laser 2000 from any obligation in this respect.
§ 11- Protection of personal data
In accordance with Law No. 78-17 of January 6, 1978, as amended by Law No. 2018-493 of June 20, 2018 (known as the "Data Protection Act") and the General Data Protection Regulation 2016/679 of April 27, 2016 ("GDPR"), personal data concerning the Clients and Partners of the Company Laser 2000 are the subject of computer processing acting in the capacity of data controller to, among other things, carry out operations relating to the management of commercial relations in the context of the supply of all products, services.
Finally, everyone has the right to lodge a complaint with a supervisory authority and to define directives concerning the fate of their personal data. These rights can be exercised by e-mail to the dedicated address: email@example.com
§ 12 Final Provisions
- Any question relating to the present general conditions of sale which would not be treated by the present provisions, will be governed by French law.
- In case of nullity of one of the present provisions, the other clauses will remain valid between the parties.
- Any dispute concerning the application of these general terms and conditions of sale, as well as their interpretation, execution or payment of the price, will be brought before the competent court in whose jurisdiction the registered office of Laser 2000 is located. However, Laser 2000 is also entitled to take action against the customer before the courts of his general jurisdiction and before the courts in whose jurisdiction the delivery took place.