General Conditions of Sale (“conditions”)
BUYER – Means the buyer of Goods from the Seller, in accordance with these Conditions.
CONTRACT – Means the contract entered into between the Buyer and the Seller for the purchase and sale of the Goods, in accordance with and on these Conditions.
GOODS – Means any goods and/or spare parts which are purchased by the Buyer from the Seller in accordance with these Conditions and which are the subject of the Contract.
MALFUNCTION – Means a Good’s malfunction including at least one Led extinction, full extinction, more than 50% of radiant power within the first year, non-conformity to one of the standards according to the CE certification’s rules.
SELLER – Means a company belonging to the TPL VISION group:
- TPL Vision SARL, a company registered in France (Number: RCS NANTES 480 818 764),
- TPL VISION UK Limited, a company registered in England and Wales (Company No. 08300354),
- TPL VISION USA Inc, a company registered in the United States (EIN 61-1790608).
Present General Conditions of Sales are valid for TPL Vision SARL, TPL Vision UK Ltd and TPL Vision USA Inc.
1 – Acceptance
These Conditions apply to all tenders, offers, orders, quotations, acceptances, deliveries and agreements relating to the sale of Goods to the Buyer by the Seller to the exclusion of all other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, and the Buyer shall be deemed to agree to these Conditions in respect of all such orders, quotations, deliveries and sales.
No other conditions or modifications or waiver of these Conditions shall be binding on the Seller unless the Seller agrees thereto in writing for which purpose only a Director of the Seller has authority to amend or waive these Conditions or other contract provisions and the Seller shall not be deemed to accept such other conditions nor to waive any of these Conditions by failing to object to provisions contained in any purchase order or other communication from the Buyer.
All descriptions, specifications, prices and other data quoted or submitted by the Seller or included in any advertisement, illustrated matter, or price list, are to be deemed approximate only (except where stated in writing to the contrary) and shall not form part of the Contract and the Seller has the right to vary all or any of them at its discretion. All Goods are sold and will be invoiced at the current price as at the date of dispatch. The Seller has the right to alter prices at any time prior to the date of dispatch and shall notify the Buyer of the revised prices in writing including by email.
No contract will exist between the Seller and the Buyer unless and until a written order placed by the Buyer has been accepted by the Seller or the Seller dispatches the Goods, whichever is earlier. The Contract will be subject to these Conditions.
If a Buyer wishes to cancel an order once this has been placed with the Seller and confirmed by the Seller as accepted in accordance with Clause 1.4 above, then the Buyer must give notice of its wish to cancel in writing to the Seller. Orders can only be cancelled up to 24 hours after being placed and must be applied for Customer Services for an authorization number by sending an email to firstname.lastname@example.org before any order can be deemed as cancelled. Any cancellations made after 24 hours will incur a handling charge. Cancellation of orders for Goods that are bespoke and made specifically to the Buyer’s order are subject to a 100% charge of the price for those Goods in any event, notwithstanding any non-delivery due to cancellation of the order. The Seller is under no obligation to accept a request for cancellation of an order which is made by the Buyer over 24 hours after the order was placed with the Seller. Refusal of delivery of Goods are in transit at the time of cancellation and are delivered to the Buyer will result in a carriage charge per carton of Goods delivered, as advised to the Buyer from time to time.
All orders are accepted subject to Clause 5.3 below unless the Seller advises the Buyer otherwise within a reasonable period of the order being placed. The Seller has the right to cancel or suspend deliveries in whole or part and/or substitute the closest alternative goods (where the alternative goods are the product with minor design modification or modifications introduced as part of the Seller’s ongoing product development and enhancement work) available at the time for delivery. If an order is so cancelled, to that extent any relevant prepayment shall be promptly returned.
The Seller has the right to refuse accounts facilities upon receipt of unsatisfactory references/credit reports. All credit accounts will be subject to regular review, where terms and credit limits will be amended if viewed as necessary, in the absolute discretion of the Seller.
2 – Payments
Unless otherwise agreed in writing by the Seller or stated in any acknowledgement of order, the full invoice amount in respect of Goods covered by an invoice shall become due for immediate payment by a new Buyer and a maximum of thirty days after date of invoice for a regular Buyer, and in any event the time for payment is of the essence of the Contract.
All payments of invoices are to be made as per the Buyer’s current specified credit terms as at the time of order.
2.3.1 For the products sold by TPL France, the Seller has the right to charge interest on all overdue monies at the rate of 2% above Banque de France base rate (see LOI n° 2008-776 du 4 août 2008 de modernisation de l’économie – NOR: ECEX0808477L) (at the date the charge arises), calculated from due date to date of payment.
The Seller reserves the right to defer delivery of outstanding orders to the Buyer if the Buyer has an overdue account(s). Deferral of delivery shall not defer the Buyer’s obligation to pay for such Goods in accordance with any invoice issued for such Goods.
When deemed necessary by the Seller in its absolute discretion, overdue accounts will sought to be recovered by the Seller through whichever means it deems appropriate, including litigation. The Seller shall seek to recover all costs incurred by it in recovery of overdue amounts from the Buyer, in addition to amounts overdue.
The Seller accepts payments in the following currencies: Euros, UK Pounds, Swiss Francs, and US Dollars. The currency is indicated in the offer or price list. In case of payment in another currency than the currency indicated in the offer, the parity will be the XE Convert rate at the date of the order, with an over cost of 5% to cover the conversion costs. In any cases, the Buyer will support his own all bank’s conversion costs.
3 – Titles to Goods
Property in all Goods will remain with the Seller, notwithstanding delivery and the passing of risk in the Goods, until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other monies due from the Buyer to the Seller.
The Seller shall nevertheless be entitled to maintain an action for the invoice price (or part thereof unpaid) until payment for the price of the Goods is received in full and clear funds.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and clearly identified as the Seller’s property. Until that time the Buyer shall be entitled to re-sell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been re-sold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. In the event that the relevant Goods are not available, to the extent permitted by law, the Buyer and the Seller agree the rights of the Seller to the Goods may be transferred to such other goods supplied by the Seller as the Buyer then has available, and that the Seller shall be entitled to repossess them instead in whole or partial satisfaction of its rights as the case may be.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
The Seller shall not be held liable for any consequence including (but not limited to) failure or delay to perform its obligations under this Contract (in whole or part) from any cause due to “Force Majeure”, being an event beyond the reasonable control of the Seller, including without limitation, delay, accident, riots, strikes, lockouts (including strikes and lockouts involving the Seller’s workforce), Government restrictions, prohibition or other exercise of a Government Authority, fuel protests, or similar, any act (or suspected or threatened act) of terrorism, adverse or severe weather conditions, flood, storm or other Act of God.
Should the Goods referred to in this Contract be the subject of any special export or import enactment or regulation, the Seller shall not be liable for any change in packing, price and/or other necessary consequence arising there from, or in respect of any export or import charges, taxes, levies or fees in connection thereto.
4 – Risks
Delivery shall be made when the Goods have been delivered to the door of the Buyer’s premises unless otherwise expressly agreed in writing or collected by the Buyer from the Seller’s premises, as confirmed in each relevant order.
Subject to Clause 5.2 below, risk in and responsibility for the Goods passes from the Seller to the Buyer on delivery to the Buyer’s premises, or upon collection by the Buyer from the Seller’s premises, in accordance with Clause 4.1.
5 – Deliveries
The time for delivery of the Goods is not of the essence of the Contract and any time or date specified by the Seller for dispatch or delivery or as case may be, availability for collection, is intended as an estimate only and the Seller shall not be liable for any loss, damage, or expense howsoever arising from delay in delivery.
The Buyer shall supply sufficient details to enable the Seller or the Seller’s carrier to make delivery and shall accept delivery whenever proffered. The Buyer shall ensure that the Seller or the Seller’s carrier has proper access to the Buyer’s premises to enable delivery to be made in accordance with the Contract. If the Buyer does not do so it shall not be entitled to withhold any payment for non- delivery and shall indemnify the Seller against all losses, damages and expenses incurred by the Seller in consequence of such failure of the Buyer to provide access or accept delivery (including the cost of storage of the Goods at a place of the Seller’s choosing).
Delivery will be subject to the availability of stock. The Seller may postpone delivery for a reasonable period (in whole or part) and/or substitute the closest available alternative goods (where the alternative goods are the product with minor design modification or modifications introduced as part of the Seller’s ongoing product development and enhancement work) available at the time for delivery. The Seller reserves the right to make delivery at such times and in such quantities as it shall decide unless otherwise expressly provided in the Contract.
Notwithstanding any express agreement as to date of delivery, the Seller shall be entitled to postpone or cancel delivery in whole or in part if due to any event of Force Majeure (as defined in Clause 3.6) it is delayed in or prevented from making or obtaining any Goods. During any event which causes postponement or delay the Seller’s obligations shall be suspended until such events cease or until the Seller cancels delivery. In event of cancellation the Seller shall be paid pro rata for Goods delivered or work done.
All Goods are delivered from 20 rue de Saint Philbert – 44118 La Chevrolière – France. The Seller sells EXW and adds delivery and handling charges as per following conditions (at current trading tariffs which will be advised to the Buyer from time to time):
|Amount of the order without VAT||French customers||European* customers|
|Up to 299 €||6 €||16 €|
|From 300€ up to 499 €||7 €||19 €|
|From 500€ up to 999 €||8 €||22 €|
|From 1000€ up to 1999 €||9 €||27 €|
|From 2000€ up to 2999 €||10 €||33 €|
|Over 3000 €||13 €||40 €|
Where relevant the Seller inserts applicable operating instructions for its Goods with each Good supplied within its packaging. The Buyer shall not remove, replace, amend or otherwise interfere with such instructions and shall ensure they are passed on to its customers. The Seller shall, subject to Clause 8.8, have no liability for the breach by the Buyer of its obligations in this condition or for any instructions from any third parties in relation to the Goods (whether in negligence or otherwise).
6 – Buyer’s obligations and claims on delivery
All deliveries must be immediately examined for damage caused prior to delivery and/or error in quantity or description of Goods and such damage and/or error must be noted on the delivery note by the Buyer and any claim reported to the Seller in writing to email@example.com within three working days of taking delivery. If the Buyer notifies the Seller of any such damage and/or errors in accordance with this Clause 6.1, then the provisions of Clause 7 shall apply.
Failure to notify the Seller in accordance with Clause 6.1 shall constitute waiver of all claims which such examination should have revealed and such failure to notify shall be deemed acceptance of the Goods delivered to the Buyer.
The Buyer must notify the Seller (and any carrier for the Seller) in writing to firstname.lastname@example.org within seven days of date of the Seller’s invoice if Goods subject to invoice have not been received.
The Seller may refuse any claim which is not so notified.
7 – Warranty of Seller
The Seller and the Buyer shall be regarded as having received no representation made by or on behalf of either of them before the Contract was entered into which induced it to enter into the Contract, other than written representations signed by or on behalf of the Buyer or, in the case of the Seller, signed by a Director. Nothing in this Clause will exclude any liability which one party would otherwise have to the other in respect of any statements made fraudulently.
All products delivered by the Seller are meticulously designed, assembled, and tested thoroughly before being shipped. Unless otherwise specified and confirmed in writing by the Seller (in its discretion) and subject to the Buyer producing proof of purchase of the Goods, the Seller warrants (on the detailed terms of its product guarantee available through the Seller’s website or customer services department and subject to the exclusions therein) that the Goods manufactured by the Seller will be free from manufacturing faults or if it should Malfunction for a period of 36 months from the date of delivery of the Goods to the Buyer, provided the Goods are properly used for their intended purpose in accordance with the Seller’s applicable written operating instructions and provided that any such non-conformity is notified to the Seller within a period of 2 months from the date on which the lack of conformity is detected. This warranty period may be replaced by the individual relevant warranty / guarantee terms for Goods as specified by the Seller in its written documentation relating to Goods. Such period stated in such written documentation is the warranty / guarantee period that applies for the purposes of the remedies set out in Clause 7.4 below.
– All products which aren’t sold under TPL Vision brand get the manufacturer warranty period ;
– All UV products with a wavelength under 400nm get a warranty period of 1 year ;
– All products provided without a control current drive embedded don’t have any warranty as the seller can’t have any control about how the customer supply the product (Expert range).
The Seller warrants that it has a right to sell the Goods and that the Goods are free from any charge or encumbrance unknown to Buyer.
Subject to Clause 8 below, in the first year of the warranty, the Seller will replace or refund the Buyer with the price of the Goods which do not comply with the warranty set out in Clause 7.2 above, while the product over this first year of warranty need to be send back to the Seller at Buyer’s cost to be analyzed before taking a decision to replace, repair or rectify, BUT ONLY IF:
In any case, the wrong products have to be return to the Seller at Buyer’s cost within 1 month or the customer will be invoiced.
Where the Seller performs its obligations under this Clause 7, the Buyer shall not be entitled to treat delivery of Goods in accordance with these Conditions as grounds for repudiating the Contract, failing to pay for Goods or canceling further deliveries.
8 – Limitation of Seller’s liability
Except as are provided in these Conditions and subject to the remaining provisions of this Clause 8, no warranty, condition, representation, undertaking or obligation, express or implied, imposed by statute, common law, custom, course of dealing or otherwise on part of the Seller shall be deemed to be a term of the Contract or a representation by which the Buyer has been induced to enter into the Contract.
Where Goods or any part thereof are supplied, designed or manufactured by a third party on the Seller’s behalf, then save for the warranties given under Clauses 7.2 to 7.4 above, the Seller’s obligations to the Buyer shall not exceed those owed to the Seller by any relevant supplier, designer, sub-contractor or manufacturer.
The Seller shall be under no liability in respect of any defect in the Goods arising from any drawings, design or specification supplied by the Buyer, the Buyer’s customer or any other third party instructed by the Buyer.
Subject to Clause 8.8, the Buyer shall in no circumstances be entitled to recover from the Seller damages for breach of contract for negligence or otherwise arising exceeding the price of the Goods paid by the Buyer under such Contract.
On certain occasions the Seller may issue credit notes for Goods returned purely on the basis of customer relations but this in no way should be deemed to represent an admission of liability on the part of the Seller.
Subject to Clause 8.8, the Seller shall not be liable to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any indirect or consequential loss, including (without limitation):
Subject to Clause 8.8, the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods paid by the Buyer to the Seller for those Goods which have caused that loss.
Nothing in these Conditions shall seek to limit or exclude the Seller’s liability for:
Nothing in this Clause 8 shall affect the statutory rights of the Buyer where the Buyer may be acting as a consumer.
9 – Indemnity of Buyer
The Buyer undertakes to indemnify the Seller against all claims relating to or arising from:
10 – Return
Unless otherwise stated in writing by the Seller, the Buyer shall only be entitled to return Goods in accordance with this Clause 10, which can be amended by the Seller at any time on giving notice in writing to the Buyer.
The Buyer shall have no right to return any Goods without the prior written consent of the Seller in accordance with this Clause 10 or upon alternative terms agreed by the Seller in writing.
All Goods returned by the Buyer must bear the return authorization number which can be obtained from the Seller’s returns team email@example.com. A returns authorization number will only be issued on receipt from the Buyer of a debit note quoting the order number or the Seller’s invoice number. No returns authorization number will be issued by the Seller without this information.
Goods returned to the Seller in accordance with this Clause 10 must be in their original packaging and within an outer carton and packaging must not be defaced. The returns authorization number must be clearly displayed on the outer box, otherwise the Goods will be returned to the Buyer with a carriage charge.
Goods that are returned to the Seller by the Buyer as faulty (“Faulty Goods”) must be returned within the warranty periods detailed in Clause 7.2 (“Warranty Period”). The return of Faulty Goods outside the Warranty Period must have authorization from the Seller’s Returns team before being returned and the Seller reserves the right not to accept the Faulty Goods if the return is attempted outside the Warranty Period or without authorization.
All Goods supplied by the Seller to the Buyer as advance replacement Goods for Faulty Goods are chargeable, unless it is found that the Seller is in breach of its obligations in Clause 7.2.
Any Faulty Goods returned by the Buyer that are subsequently tested by the Seller and found not to be faulty will be returned to the Buyer and the Seller reserves the right to charge to the Buyer an administration and carriage charge of £50.00 on this occurrence.
Where the Seller agrees to providing a credit, it will credit the Goods at the original invoice price. Replacement Goods will be issued if re-ordered and charged at the current applicable selling price.
The Buyer will not make any set off or deductions from accounts or withhold any monies due for any Goods unless expressly agreed in writing by the Seller.
11 – Storage
Goods must be stored under conditions generally accepted for the Goods, and/or as stated on labels or packing. The Seller will not accept liability for damage or claims for defects if such conditions are not adhered to.
All Goods sold by the Seller to the Buyer must be kept separate and readily identifiable for the purpose of any retention of title claim, in accordance with Clause 3.3.
12 – Trademarks, Patents and other industrial rights
Except by written authorization given by the Seller, the Buyer shall have no right to apply to Goods any trade mark owned or used by the Seller and shall not remove, cover or otherwise interfere with the trade marks, labeling and packaging of the Seller and shall only be entitled to use such marks and labels for the lawful purposes envisaged by this Contract.
If any claim is made against the Buyer alleging that Goods and/or the Seller’s applied trademarks or other intellectual property rights infringe any patent rights, registered designs, copyright or other industrial property rights of another then the Buyer shall forthwith notify the Seller with full particulars and the Seller or its suppliers or licensors (as case may be) shall be at liberty at their expense to conduct all negotiations and/or litigation in respect thereof and (if necessary) in the name of the Buyer and if as a result of such negotiations or litigation the Buyer shall be unable to use Goods substantially for purpose for which they were bought, the Seller shall (except where Clause 12.3 applies), take them back and refund the price thereof to the Buyer and such refund shall be in full satisfaction of all claims by the Buyer against the Seller.
The Buyer shall indemnify the Seller against all actions, costs (including cost of defending legal proceedings) expenses claims proceedings and demands of any infringement or alleged infringement by Seller of patent rights, registered design, copyright or other industrial rights attributable to the Seller complying with any special instructions from or requirements of the Buyer relating to Goods.
The Seller shall have no liability (whether in negligence or otherwise) for any claims due to the breach by the Buyer of Clause 12.1.
13 – Default by Buyer
If the Buyer defaults in or commits any breach of any of its obligations to the Seller or ceases to carry on its business or a substantial part thereof, or if any distress or execution is levied on any of the Buyer’s property or if the Buyer is unable to pay its debts within the meaning of Sections 123 or 268 of the Insolvency Act 1986 or any resolution, action, application or proceeding is passed or taken in respect of the Buyer in relation to the bankruptcy, winding up or dissolution, the appointment of a liquidator, trustee, receiver, administrator, administrative receiver or similar officer or a Voluntary Arrangement or composition with creditors, then such an event shall be deemed to constitute a breach of contract by the Buyer and the Seller shall be entitled forthwith to terminate any Contract or contract with the Buyer and upon such breach all the Seller’s invoices to the Buyer shall be immediately due for payment but without prejudice to any claim or right which the Seller might otherwise make or exercise or have against the Buyer.
14 – Export orders
These Conditions are for sales and supplies to Buyers for delivery to a destination worldwide. The Seller’s International Conditions of Sale shall apply to sales and supplies to Buyers for delivery to a destination worldwide
15 – Notices
Any notice given under this Contract must be in writing and may be affected by personal delivery, fax, email or by registered mail postage, and if effected by fax, telex or email shall be deemed to be received on day of sending, and if effected by post shall be deemed to be received 72 hours after date of posting.
16 – No Assignment
The Contract of which these Conditions form part shall be personal to the Buyer and shall not, nor shall any rights under it, be assigned by the Buyer without written consent of the Seller.
17 – Governing Law and Jurisdiction
The Conditions and Contract of which they form part shall be construed in accordance with French Law for TPL Vision SARL Customers, with English Law for TPL Vision UK Limited Customers, with American Law for TPL Vision USA Inc Customers and the Buyer hereby submits to the exclusive jurisdiction of the according Courts, in respect of both contractual and non-contractual matters.
18 – Variation of Conditions
The Seller has the right to alter prices at any time prior to the date of dispatch and shall notify the Buyer of the revised prices in writing, including by email.
The Seller may vary these Conditions as a direct result of new legislation, statutory instructions, Government Regulations, licenses or any similar events, changes in its corporate structure and commercial activity and/or any changes to relevant guidance and procedures on an industry wide basis, provided that the Buyer is notified of any such variation in writing or by publishing such variation at the Seller’s principal place of business.
19 – Non-waiver
No time or other indulgence granted by the Seller to the Buyer shall constitute or be deemed to constitute a waiver by the Seller of any of its rights under the Contract, or in respect of any subsequent breach or default.
No failure of delay by the Seller to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict any other right or remedy.
20 – General
The parties agree that save for the Seller’s officers, employees, agents and subcontractors being able to benefit from the Seller’s exclusions and limitations on its liability under this Contract, the Contracts (Rights of Third Parties) Act 1999 is not intended to apply to give any third parties rights in relation to this Contract.
If any Condition or part of a Condition is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from these Conditions and will be ineffective without, as far as is possible, modifying any other Condition or part of these Conditions and this will not affect any other provisions of these Conditions or any Contract which will in each case remain in full force and effect.