General Terms and Conditions (GTC)

SPRL FSCNS - 143 Avenue Louise 1050 Ixelles Belgium

1. General provisions
All contracts entered into between SPRL FSCNS (“NEOLIUM”) and its customers (“Client”) will be governed exclusively by the following provisions, unless otherwise agreed or ancillary clause confirmed in writing by SPRL FSCNS.

2. Terms of payment
The prices are understood to be net and excluding D3E, without any deduction, and payable within 30 days following the date of the invoice or in cash against a 1.5% discount. The net prices obtained after deduction of discounts are exclusive of value added tax. Any taxes (advance recycling tax) cannot be discounted.

3. Offers and prices
3.1. Offers are non-binding, insofar as their period of validity is not expressly indicated.
3.2. The information relating to the products and services published on the websites owned by SPRL FSCNS as well as in the advertising materials are non-contractual and given without guarantee. They do not in any way constitute an offer to conclude a contract with the Customer. By placing an order in writing, online or by another means of communication, the Customer makes an offer to conclude a contract with SPRL FSCNS. The contract is deemed concluded when SPRL FSCNS expressly informs the Customer that it accepts the contract, ships the products ordered or makes them available for collection. In addition, any written acknowledgment of receipt of the order will not constitute acceptance of the offer.
3.3. All prices for luminaires are exclusive of bulbs, unless expressly stated otherwise.
3.4. Lighting designs that have to be made especially for the interested party, on request, can be invoiced even in the absence of a supply contract. The amount of the invoice is calculated according to the time spent, at an hourly rate in line with that practiced on the market.
3.5. The Customer’s general conditions of purchase, derogations from our general conditions of sale and all other agreements will only be binding on us if we have accepted them in writing.
3.6. Discounted prices, delivery and payment terms, range, designs, dimensions, plans and descriptions are shown subject to change at any time. In the event of a price drop, the new prices apply to all current orders. In the event of a price increase, the Customer is entitled to cancel all orders placed and all agreements concluded without financial consequences for the
two parts.

4. Orders
4.1. For orders of less than 1000 EUR net excluding VAT and excluding D3E, a contribution to transport costs of 100 EUR will be invoiced. A contribution to the costs of 2EUR per line of articles will be invoiced for each original packaging opened.
For special deliveries outside the planned distribution round, a participation will be calculated on a flat-rate basis depending on the project. Different rules may apply to particular projects.
4.2. Once the order has been placed by the Customer and confirmed by SPRL FSCNS, any modification or cancellation will require the agreement of both parties. Any modification or cancellation is excluded for special models
4.3. Products ordered to be picked up on site must be picked up within the agreed time. If this period is exceeded by more than three months, SPRL FSCNS will be entitled to invoice and calculate interest on the capital and storage rights.

5. Delivery
5.1. The transfer of ownership and risks to the Customer takes place at the latest when the deliveries leave the factory. In the event of a delay in shipment at the Customer’s request or for other reasons not attributable to SPRL FSCNS, the risks are transferred to the Customer at the time initially scheduled for the departure of the delivery from the factory. From this moment on, the deliveries are stored and insured for the account and at the risk of the Customer.
5.2. SPRL FSCNS chooses the shipping method and delivers the packaged goods, carriage paid.
SPRL FSCNS reserves the right to make partial deliveries. The export of products may be subject to authorization under EU, German, Swiss and US export control regulations depending on the final destination and intended use of the products. . The performance of the contract is subject to obtaining the necessary export authorizations and the absence
other barriers resulting from export obligations.
5.3. Shipments by rail: Deliveries are made by loading free station of destination or transshipment. Additional costs for fast or express delivery are charged.
5.4. Deliveries by lorry: Deliveries by lorry are made free to domicile or free to the Customer’s assembly station if the goods can be sent by a collective means of transport chosen by SPRL FSCNS. Imposed individual deliveries and special deliveries are invoiced. Goods are delivered at ground level or on a ramp. The Customer is required to provide, at its own expense, the personnel necessary for unloading.
5.5. For any other shipping method, the actual transport costs will be charged (shipping, postal services, air transport)
5.6. Floor lamps (lighting products) and profiles are delivered freight collect.
5.7. Non-reusable boxes are invoiced.
5.8. Crates and pallets not returned within one month are invoiced.
5.9. Disposal of packaging materials is the responsibility of the Customer.

6. Warranty
6.1. SPRL FSCNS guarantees the delivered goods for two years after delivery against defects in workmanship and materials. The guarantee does not apply to delivered goods which are machined or modified without the written authorization of SPRL FSCNS.
6.2. Upon receipt, it is the Customer’s responsibility to check whether the delivered goods are complete and free from apparent (visible) defects. In the event of incomplete or defective delivery, the Customer must inform SPRL FSCNS in writing as soon as possible.
SPRL FSCNS may ask the Customer to return the goods subject to the complaint free, for inspection. If a defect is actually found, the Customer’s claims under the guarantee will be limited, at SPRL FSCNS’ option, to repair, replacement or the issue of a credit note. All other warranties are excluded.
6.3. Are excluded from the warranty products whose defect is not due to poor quality material, poor design or poor workmanship as well as products whose defect is due to signs of wear, insufficient maintenance, non-compliance with the instructions for use, overloading) of the tests, the use of inappropriate materials or for other reasons. All other claims of the purchaser which are not
not governed by these general conditions of sale, nor, in particular, expressly mentioned in these general conditions of sale, such as, for example, claims for damages, price reduction or termination of contract, are excluded .
6.4. Any claims for damages and interest against SPRL FSCNS, in particular for the impossibility of providing the service, direct or indirect damage, damage resulting from a defect and damage caused to third parties are excluded, provided that the current legislation allows it.
6.5. Other types of warranties are described in the warranties of SPRL FSCNS for the professional and commercial market of lighting and appliances which are manufactured according to a design or a model of the Customer if the defects noted are due to a defect of design. Furthermore, if the inspection of heavy current installations requires an examination of such equipment, all resulting costs shall be borne by the Customer.
6.6. No reduction or suspension of payments based on a claim, claim or claims to be set off not expressly recognized in writing by SPRL FSCNS is authorized.

7. Special features of LED components
LED components are currently experiencing a rapid evolution linked to innovation. SPRL FSCNS therefore reserves the right to modify the components of luminaires equipped with LEDs in the event of new deliveries or deliveries of spare parts. The brightness and lifetime of LEDs depends on temperature and current. Complaints are limited to defects existing at the time of delivery. Normal signs of wear are in any case excluded from the guarantee. For LEDs connected in a fixed and inseparable way (without socket or connection plug) in a block of bulbs, the failure of isolated light-emitting diodes during the warranty period does not allow the warranty to be invoked, as long as the average luminous flux, measured in accordance with the standards, is not less than 70% of its starting value or of the guaranteed values as mentioned in the technical data sheet of the luminaire in question in the context of appropriate use and if the SPRL FSCNS has not guaranteed other properties. Our contacts are at your disposal in the different marketing regions for the after-sales service of our LED products.

8. Delivery times
The agreed delivery times are non-binding. SPRL FSCNS declines all responsibility in the event of late delivery or supply problems.

9. Tailor-made creations
For bespoke creations, SPRL FSCNS reserves the right to deliver a quality that is 10% lower or higher than the quantity ordered. The quantity actually delivered will be invoiced.

10. Returns
Goods shipped intact give rise to the issuance of a credit note corresponding to a maximum of 80%; of their net worth.
10.1. Returns are only accepted by prior agreement and free of charge. The goods sent are taken back only in their original packaging. Goods shipped intact give rise to the issuance of a
have corresponding to a maximum of 85% of their nagite value. Custom-made goods are not taken back. Repair work, if necessary, will be invoiced at cost price. The parts or
missing original packaging will be charged.
10.2 Custom-made goods, modified standard models (color or version) as well as Customer-specific light sources will not be taken back.

11. Sending samples
11.1. Exceptionally, standard luminaires may be made available for a maximum period of one month for testing purposes. Materials not returned at the end of this period will be invoiced. In any case, the luminaires modified or damaged by the Customer will be invoiced (eg, among other things, breakage or modification of the power cables provided.).
11.2. Samples that are specially made on request of the interested party are invoiced if no corresponding order ensues.

12. Retention of title
12.1. SPRL FSCNS retains ownership of the goods it has delivered until full payment of the purchase price. SPRL FSCNS is at all times entitled, until full payment of the purchase price, to attempt to obtain a corresponding entry in the register of retention of title agreements.
12.2. SPRL FSCNS reserves ownership rights and copyrights to all diagrams, drawings, assembly diagrams and specifications. The documents cited are entrusted to the Client on a personal basis and must not be made available to third parties or copied without the written authorization of SPRL FSCNS. They must be returned on request.

13. Execution of the contract
The performance of the contract by the SPRL FSCNS is understood to be subject to the condition that no requirement of the national or international legislation applicable in matters of foreign trade and that no embargo (and/or other sanctions) oppose it.

14. Agreement
The Customer agrees that all the data and information necessary for commercial relations or resulting therefrom, in particular the contractual acts and documents, as well as all the data and information of the Customer and its employees and concerning them, necessary for the execution contractual obligations are also maintained outside of France. All of the said data and information may also be communicated both to the parent company and to the affiliated companies of its group, in particular for the performance of the service, the satisfaction of all legal requirements or for verification purposes. and/or internal control within the group as well as for the purposes of the corresponding processing; and in all circumstances in compliance with all data protection laws applicable at the time.

15. Invalidity of contracts
In the event that certain contracts between the parties or provisions of these general conditions of sale are null or void, this does not entail the nullity or invalidity of the other provisions of the contract. In addition, invalid or invalid provisions must be replaced by the parties or by a judge with provisions that comply with the applicable legislation and that come as close as possible to the economic objective of the provisions to be replaced.

16. Applicable Law, Place of Performance and Attribution of Jurisdiction
All contracts between SPRL FSCNS and the Client will be governed by Belgian substantive law. The United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Convention”) is not applicable. The place of performance for the Customer’s payments is in Belgium. Exclusive jurisdiction is granted to the courts of Brussels for all disputes, subject to the jurisdiction of other courts imposed by law.