CGV

  Offer, acceptance Any order entails the acceptance by the Buyer of these conditions of sale which constitute the only law of the parties for the execution of the order, once accepted, and this to the exclusion of any other document (hereinafter the Contract). However, special conditions may be agreed upon in writing. The information contained in the catalogs, notices, offers or scales, simply indicative and non-contractual, may be modified at any time and without notice. The validity of offers and quotes is limited to 2 months.

2. Prices The applicable prices, in euros, are those mentioned in the prices, the offer or the quotation in force on the date of the placing of the order. For the purposes of the WEEE regulation, and taking into account the resulting costs, reference is made to the basic rates and / or special conditions of each of the product families.

3. Payments Even partial delivery constitutes the chargeable event for invoicing, the payment of which is made according to the payment terms indicated below. Payment is made by bank transfer electronically to the account mentioned on the invoice. Payment by check is accepted. In the case of advance payment, a discount may be granted in accordance with paragraph 20 below. The Buyer is released from his obligation to pay once the sum due is actually cashed by GARNATI PRODUCTS, the simple delivery of the payment document being insufficient. The Buyer can never make any compensation for any reason. Any dispute of an invoice or a credit note must be done within 8 days of receipt. The assets are offset with reciprocity of maturity. Late payment: Any late payment automatically entails the payment of a penalty equal to the interest rate applied by the ECB to its most recent refinancing operation plus ten (10) percentage points. on the due date of the applicable payment term. Interest begins to accrue from the day following the settlement date on the invoice and continues until the day of full payment of all amounts due to GARNATI PRODUCTS. In application of the law n ° 2012-387 of March 22nd, 2012, is added automatically to the penalty of delay, a lump sum compensation for recovery costs equal to 40 Euros. In case of dispute or partial performance of the Contract, payment remains due on the undisputed or partially executed part of the Contract. Philips will also have the option of declaring that the sale of all or part of the products for which the price has not been paid in full has been decided and that any new deliveries can not be accepted. In the event of payment incidents or financial difficulties of the Buyer, GARNATI PRODUCTS reserves the right to demand payment in advance or to request guarantees.

4. Deliveries Orders can be executed in one or more deliveries. Delivery times are indicative. The products travel at the risk and peril of the Buyer to whom it is the responsibility to check the shipments on arrival regardless of the place of delivery, to report any reservations and to claim the last carrier by LRAR in the 3 working days after delivery, even if the shipment has been made carriage paid. To be taken into account, any claim relating to the nature, type, characteristics, delivery slips and the apparent quality of the products must, in addition, be notified to us in writing with acknowledgment of receipt within the same period of time. including in case of delivery on site.

Retention of title: GARNATI PRODUCTS retains ownership of the products sold until the actual payment of the full price in principal and accessories. Failure to pay any of the due dates may result in the claim of these products at the expense of the buyer. The Purchaser shall not alter or delete the identification signs of these products and their packaging, which he authorizes to be checked at any time in his stocks; nor should he grant pledges or other similar rights to third parties. In the case of a high demand that GARNATI PRODUCTS can not meet for one of its products, GARNATI PRODUCTS reserves the right to distribute its available productions among its various customers.

5. Force majeure The occurrence of a case of force majeure within the meaning of the substantive law has the effect of suspending the performance of GARNATI PRODUCTS 'obligations. If the case of force majeure lasts for a period of 3 (three) consecutive months, GARNATI PRODUCTS is entitled to cancel all or part of the order without any obligation towards the Buyer.

6. Property

6. Intellectual property, software and documentation GARNATI PRODUCTS fully retains all the intellectual property rights of its projects, studies and documents of any kind. In case of communication, whatever the medium, these elements must be returned to him at first request. Technology and know-how, whether patented or not, as well as all intellectual property rights relating to the products - including their shapes or images - and / or systems - including software - remain the full and exclusive property of Philips or rights holders. Only the Buyer and its own customers are granted, on a non-exclusive and non-transferable basis, (i) a right to use the products sold; and, (ii) if any software and / or documentation is provided with a GARNATI PRODUCTS product, a license on this software and / or this documentation, limited to its use only with the product under the conditions set forth by GARNATI PRODUCTS at Buyer at the time of sale, but in no case the supply of this software and / or this documentation shall be interpreted as a transfer of the associated intellectual property rights. If a software is provided with a GARNATI PRODUCTS product, the Buyer must not transfer, modify, adapt, translate, rent, license or incorporate it into another product, determine the code source or attempt to divert the source code without the prior written consent of GARNATI PRODUCTS except where this practice is explicitly permitted by the law applicable to the parties. Any mention of the intellectual property rights of GARNATI PRODUCTS and / or its affiliates or third party suppliers appearing in any software or documentation provided by GARNATI PRODUCTS, must be reproduced without modification by the Buyer.

7. Basic Product Warranty Except as otherwise provided herein, GARNATI PRODUCTS warrants, from the date of invoice (or other date agreed in writing), for a period of 12 months, the conformity of the products (excluding any software not integrated in the product or not delivered with the product or any software designed by third parties) to the specifications of GARNATI PRODUCTS and the state of the technical knowledge of the moment. Therefore, subject to compliance with the provisions below, any operating defect resulting from a design, material or manufacturing defect entitles, within a reasonable time and at the choice of GARNATI PRODUCTS, to the exchange (the if necessary by an equivalent product) or repair, without charge, products found to be defective. However, the cost and risks of transporting the products concerned as well as disassembly and reassembly costs are the responsibility of the Buyer. The costs of repair on site (staff, stay and equipment / scaffolding, elevators, ...) are the responsibility of the Buyer. The warranty does not cover defects resulting from non-compliance with the storage, installation, use and maintenance requirements or failure to comply with any applicable standards or conditions. art, a cause unrelated to the product (improper electrical installation, surge, lightning, etc.), any abnormal use or any modification or intervention by the Buyer or a third party (such as, but not limited to, the original equipment or wiring) or in case of non-use of the installation accessories delivered with the products, without the prior written consent of GARNATI PRODUCTS. The warranty is not applicable to normal wear resulting from the physical characteristics inherent to the lamps whose performance is a function of the time of use. In addition, the natural end of life of a product during the warranty period, is not a nonconformity and therefore does not benefit from the terms of this article. The warranty does not apply in case of defect resulting from the instructions given by the Buyer to GARNATI PRODUCTS.

GARNATI PRODUCTS can not be held responsible for power supply conditions, including voltage spikes, overvoltages / undervoltages and power fluctuations related to a management system beyond the limits specified for the products and those defined by applicable standards (eg EN 50160 standards). The warranty does not apply to third-party products sold by GARNATI PRODUCTS. To benefit from the guarantee, the purchaser must: • Notify GARNATI PRODUCTS in writing of the defects that it imputes to the product as soon as these defects appear and at the latest in a period of 30 days following the discovery of the defect, • Indicate the date of installation and that of the invoice, • Provide a detailed description (i) of the defect advanced (in particular date of appearance, phenomenon observed, percentage of failure,) and (ii) conditions of use such as

8. Intellectual property warranty

8.1. GARNATI PRODUCTS warrants (i) the Buyer against any legal action taken by a third party against him insofar as the legal action relates to the direct violation of the intellectual property rights held by a third party and relates to the product provided by GARNATI PRODUCTS under the order and (ii) bear all damages - excluding legal fees - to which the Purchaser may be ordered by a court whose decision is final.

8.2. GARNATI PRODUCTS has no obligation or liability to the Buyer under the guarantee (1) if GARNATI PRODUCTS, (i) is not informed as soon as possible in writing of said action, (ii) does not does not have complete, direct and exclusive control of the file, (iii) does not receive the reasonable assistance and cooperation of the Purchaser in order to defend himself and settle the dispute in their best interest; (2) if said share is filed more than 3 (three) years from the date of delivery of the products; (3) if the infringement that is the subject of the said action results from: (i) a modification made to the product or (ii) instructions, concepts or specifications from the Purchaser; (4) whether such action is based on the quantity or value of products made from the product subject to this Agreement or the frequency or number of uses of that product without mentioning that such product as such or its use, infringes or contributes to the infringement of the patent of the claimant third party; (5) in the case of unlawful use of the Products or of a use that goes beyond their specifications; (6) in the event that the buyer continues to manufacture, sell, offer for sale, import, use, promote or otherwise dispose of the products after GARNATI PRODUCTS warns him that it should cease at least one of these activities because of such an infringement or such a risk of infringement; in the case of an action based on any prototype, free software or "open source" or software provided by the buyer or by one of its developers; (7) if such an action is based on the alleged infringement of an intellectual property right covering a standard established by a standardization committee and / or approved by at least two companies; (8) against the infringement of a third party intellectual property right covering the manufacture, testing or application of any assembly, circuit, combination, method or process in which the product would be or could be used; (9) against the infringement of a third party intellectual property right for which GARNATI PRODUCTS (or one of its affiliates) has notified the Buyer, or has published (eg in a data sheet or other product specification) ) a provision showing that a separate license had to be obtained. If a product is the subject of an action referred to above, GARNATI PRODUCTS has the right, without any additional obligation and at its sole choice (i) to give the Buyer the right to continue to use or sell the product. product; (ii) replace the product; (iii) modify the product to make it non-infringing; (iv) redeem such product to the Buyer at the price initially paid by the Buyer less a reasonable depreciation; (v) terminate any order or Product Agreement. In the event that the responsibility of Philips (or of one of its affiliates) is engaged by the Buyer or the liability exemption according to the provision the latter will compensate GARNATI PRODUCTS and its affiliates for the consequences that they support

9. Limitation of liability The liability of GARNATI PRODUCTS under the guarantees provided for in Articles 7 and 8 is limited to the provisions of those articles. In no event is GARNATI PRODUCTS liable for indirect damage, whether foreseeable or not, such as loss of profit, production, turnover, deprivation of use, income or commercial prejudice. The contractual liability of GARNATI PRODUCTS for any other damage in connection with an order may under no circumstances exceed twenty (20)% of the amount of the payments (excluding taxes) received by GARNATI PRODUCTS for the products in question and this within the overall limit of twenty thousand (20,000) euros.

10. Confidentiality The Buyer acknowledges that all the technical, commercial and financial data communicated by GARNATI PRODUCTS are of a confidential nature and must not be disclosed to third parties and / or be used for purposes other than those that are the subject of the order.

11. Export The Customer acknowledges that certain transactions may be subject to export control, in particular by applying international or US rules ("Export Regulations") which

2. Assignment The Buyer is in no way authorized to transfer his rights and obligations under the order without the prior written consent of GARNATI PRODUCTS.
Corruption The Client assures that he respects and will continue to comply with the laws on the prohibition of corruption including laws made under the OECD Convention on Combating Bribery of Foreign Public Officials (hereinafter referred to as after the OECD Convention), the United States Foreign Corrupt Practices Act (hereinafter FCPA) and the UK Bribery Act 2010 (hereinafter UK Bribery Act). These laws generally prohibit payment, offer or authorization to give anything of value, directly or through a third party (for example, a distributor, agent, consultant, or any person providing services on behalf of GARNATI PRODUCTS), other persons or public officials, politicians, political candidates, agents of public enterprises, international public officials or the holders of any authority legislative, administrative or judicial (hereinafter Public Agents) with the intention to obtain or maintain a market, a business flow with anyone, to obtain an undue commercial advantage or to influence the decision of an Agent Public. GARNATI PRODUCTS maintains business relations only with companies that respect the law and adhere to these standards and ethical principles. In the event that GARNATI PRODUCTS receives information proving otherwise, GARNATI PRODUCTS will inform the Company and the latter agrees to cooperate and provide all necessary information to enable GARNATI PRODUCTS to decide whether there is a basis for such allegations. and if the Contract must continue. Such information includes, but is not limited to: books, records, documents or other files.14. Assignment of jurisdiction All litigation, whatever the nature or cause, will be submitted to the court of Malaga (Spain), notwithstanding the plurality of defendant or warranty claim, including for emergency measures in emergency or on request. Spanish law is applicable, with the exception of the provisions of the Vienna Convention of 11 April 1980.
15 The cancellation of an order for products Stocks (indicated Available in our scales) is accepted only if the Buyer notifies in writing its cancellation decision at least four (4) days (D-4 ) before the delivery date (J) of the products. In case of non-compliance with this notice and provided that the products have not already been shipped to the Buyer, GARNATI PRODUCTS blocks delivery and invoices the Buyer thirty (30)% of the total amount of the canceled order . If the products have already been shipped, no order cancellations are taken into account. For all other products, the Buyer has the option to cancel his order without penalty subject to notify his decision in writing to GARNATI PRODUCTS within a maximum of three (3) days (T + 3) from the day of the placing of his order (T). In case of non-compliance with this notice, no cancellation of order is taken into account. The Buyer having knowledge of the use for which it intends the products as well as their conditions of use and, furthermore, the catalogs and technical notices of GARNATI PRODUCTS can not be exhaustive considering in particular the diversity of the cases of use and the wide distribution of products, the Buyer acknowledges that it is his prior order to verify, alone or with its own customers, the suitability of products for the use it intends to make.
16. Packaging Unless otherwise requested by the Purchaser, the packaging of the products is standard and depends on their nature and the usual mode of transport.
17. Transport: Our shipments benefit from free shipping and packing for any unit order to be delivered in metropolitan France beyond 500 euro of order. Transport, carriage paid and packing, in the premises of the Buyer, always mean unloading by the recipient, the driver can not operate alone. It is up to the Buyer to communicate to the order or at the latest 10 days before delivery, the exact and precise address of the place of delivery as well as the particular constraints that may exist which must be expressly accepted by GARNATI PRODUCTS, such as reception hours, delivery in the basement or floor, limitation of size or weight. The delivery of masts will have to be specially marked. The special constraints accepted by GARNATI PRODUCTS may be subject to additional invoicing. The Buyer must meet the conditions necessary for the receipt and unloading of products taking into account their specificities, especially for high-rise masts. Any additional shipping costs due to the Purchaser 

18. Express Delivery Lamps are not shipped in express delivery for reasons of too frequent breakage. If the Buyer requires express delivery for a lamp order, the lamps will travel at the Buyer's own risk.

No replacement in case of breakage can be made.

For luminaires, an express delivery can be envisaged according to the following conditions: Up to 10kg => package of 30 euros without VAT billed From 10 to 20kg => package of 40 euros without VAT billed More than 20kg = package of 40 euros without VAT + 2 euros per kilo over 20kg Max three pallets, excluding long lengths.

19. Returns Other than the case of fault or error attributable to GARNATI PRODUCTS: • No return of product manufactured on order is accepted.

20 WARRANTY

The whole range of GARNATILED floor lamp has a 1 year warranty on invoice date.

The warranty for the LED Lamps is valid for the duration above expressed in years. Professional LED lamps must be used according to their intended purpose and, in addition to the general conditions (art. 7), in accordance with the following conditions: • The operating conditions are in accordance with the information provided on the Product and its packaging; the ambient temperature never exceeds the operating temperature range (- 20 to + 30 ° C); • AND the relative humidity in the installation never exceeds 80% RH, or the IP rating of the Product, if indicated; • the Product is used in an open luminaire, with a minimum of 10 mm of air around the body of the Product or a luminaire closed at an ambient temperature of 25 ° C; • the Product is not subject to more than 50,000 power on / off; • the electrical installation in which the Product operates is not subject to voltage variations in a range exceeding 230 V +/- 10%.

21 After Sales Service

In case of after sales service on a GARNATILED product under warranty, a return request, RMA, must be requested from GARNATI PRODUCTS technical service.

This RMA number must be legible on the return package for better reception.

For a product from the GARNATILED range invoiced for more than 6 months, the cost of transporting the shipment of goods to the GARNATI PRODUCTS warehouse is the responsibility of the customer, the return will be borne by GARNATI PRODUCTS.