1) Scope of application

​

A. In the context of the present General Conditions of Sale, hereinafter referred to as "GCS"
("CGV" in French) the following terms and expressions used with a capital initial letter shall have the meanings defined below:
« Customer »: the person(s), company or corporate entity benefiting from the Provision of Service by the Company;
« Contract » : the GCS and any other Company Document;
« Company Document »: any estimate or reply to a request for an estimate addressed to the Customer, or any acceptance or confirmation of an order or reply to a Customer order issued by the Company or in its name;
« Intellectual Property Right » or « IPR »: any exclusive right granted to the author of an intellectual creation, such as invention patents, trademarks, domain names, designs and patterns or trade secrets;
« Services » or « Provision of Services »: all intellectual, production and virtual image design services provided by the Company in application of a Contract;
« Parties »: the Company and the Customer;
« Company »: the company LIGHT AND SHADOWS, which sells the Provision of Services to the Customer.

B. In compliance with article L.441-6 of the French Commercial Code ("Code de
Commerce"), the present GCS constitute the sole basis for commercial negotiation between the Parties.
The aim of the CGS is to define the conditions under which the Company provides the Services to the professional Customer that requests them.
The present GCS are systematically communicated to each Customer that requests them, to enable said Customer to place an order with the Company.
They apply without restriction or reservation to all the Services sold to Customers of the same category, regardless of the terms and clauses that may be included in the Customer's documents, in particular the Customer's general purchase conditions.
In compliance with the legislation in force, the present GCS are systematically communicated to each Customer that requests them, to enable said Customer to place an order with the Company.
Every Service order implies knowledge and full and unreserved acceptance of the present GCS by the Customer.
The information in the catalogues, brochures and price lists of the Company are indicative and non-binding and may be revised at any time.
The Company has the right to make any modifications thereto that it deems necessary.
 

C. In compliance with the legislation in force, the Company reserves the right to waive certain clauses of the present GCS as a function of negotiations with the Customer, by the establishment of Special Conditions of Sale
 

2) Orders
 

A. The Services are not finally sold until after an estimate has been drawn up by the Company and expressly accepted in writing by the Customer.

B. Any modifications requested by the Customer may only be taken into account within the limits of the Company's possibilities and at its sole discretion, and only if they are notified in writing to the Company at least thirty (30) days in advance of the scheduled date of delivery, and after signature by the Customer of a new specific order and after any adjustment of the price necessary to take into account the modifications or delay caused by the Customer. This notice period may be reduced by the Company after analysis of the conditions of the modification with the Customer.

C. In the event that the Customer cancels the order, for whatsoever reason except force majeure, after said order has already been accepted by the Company, the Customer must immediately pay the Company a sum corresponding to twenty percent (20 %) of the total invoice as compensation for damages.
 

3) Price
 

A. The Services are provided at the prices applied by the Company, in accordance with the Company's price list or as specified in the detailed estimate addressed to the Customer and accepted by the same, in particular in the case of an order for Services provided to the specifications of the Customer.
The conditions for determining the cost of the Services having prices that cannot be either known a priori in advance or quoted with precision, and the method of calculating the price in order to verify it, shall be notified to the Customer at the Customer's request, in accordance with the provisions of article L. 441-6 of the French Commercial Code.

B. The prices are quoted net without tax. They include any discount but do not include the costs of packing, delivery and carriage, which shall be added to the agreed price if the Customer requests delivery, and they also exclude VAT or any other tax or charge, which must be paid by the Customer at the rate and in the form duly laid down by law.

C. An invoice shall be drawn up by the Company and submitted to the Customer with each provision of Services.
 

4) Payment
 

Unless otherwise specified:

A. The prices are payable at the place and in the currency designated by the Company, without deduction or offsetting, by means of immediately available funds within a lead time of thirty (30) days from the date of issue of the invoice.

B. Failing payment on the day following the payment date stipulated in the invoice, late payment penalties shall be applicable without requiring a reminder or final notice and without prejudice to any sums due for any payment irregularity (interest at the legal rate, fixed fine etc.); said penalties shall be charged in accordance with the penalty clause. The interest rate for said late payment penalties shall be fifteen percent (15%).

C. The Customer shall also automatically be required to pay a fixed compensation of forty (40) euros for payment recovery costs, without prejudice to the possibility for the Company to demand additional compensation on presentation of documentary evidence.

D. If the Customer does not provide sufficient guarantees, the Company also reserves the right to demand that future payments are made in advance of the Provision of Services and to refuse to provide the Services or even to terminate the Contract for any unsettled order.
 

5) Delivery
 

The Company shall make every effort to perform the Contract or to provide the Services within the allotted lead time. Said lead time is not binding, and the Company shall not be liable to the Customer in the event of a delay in delivery not exceeding thirty (30) days.
In the event of a delay exceeding said limit, the Customer may demand the cancellation of the Contract. In this case, any advance payments already made shall be refunded by the Company with interest at the legal rate. The Company shall in no case be held liable in the event of delay or suspension of delivery imputable to the Customer or in the event of force majeure.

 

6) Intellectual Property
 

A. If the Services are provided in conformity with the information or drawings supplied by the Customer, or in conformity with the Customer's designs or specifications, or if the standards of the Company's Provision of Services are modified in accordance with the instructions of the Customer, the Company may not then be held liable, and the Customer must compensate the Company for:

1) any legal order to pay compensation for an infringement of IPR caused by the manufacture and marketing of said IPR, in particular infringements of patents, registered designs or copyright;

2) any defect relating to the provided Service due to errors or omissions in the information, designs, drawings, specifications or instructions.

B. All intellectual property rights, designs, samples, instruments, patterns and other similar elements used by the Company for the Provision of Services are the property of the Company. These elements must be returned by the Customer on request and must be treated as confidential, in that they cannot be used, copied or disclosed to third parties without the prior written consent of the Company. No right or license concerning these IPRs is granted to the Customer, with the exception of the right of use as part of the normal course of business of the Customer.
 

7) Insurance

​

The Customer undertakes to take out and maintain at its own cost the necessary insurance policies covering the risks and liabilities incurred as a result of its relations with the Company or a third party. In the event of failure to carry out this formality, the Customer shall bear the financial consequences of this failure.
At the simple request of the Company, the Customer must address to the Company the certificates of insurance covering general and professional liability, issued by a reputable insurance company and dating from less than six (6) months earlier, stating the types of
liability covered, the sums insured and the policy deductibles. The Customer must take all measures necessary to cover against the risks inherent to its commercial activity.

​

8) Warranty
 

In compliance with the legal provisions, the Company guarantees the Customer against any nonconformity of the Services and any hidden defects deriving from a fault in the design or delivery of the Services, to the exclusion of any negligence or fault of the Customer. The Company can only be held liable in the case of proven fault or negligence, and its liability is limited to direct loss or damage, to the exclusion of any indirect damages of whatsoever nature.
Unless otherwise stipulated in the Contract, the warranty period for the Services provided shall be twelve (12) months from the date of delivery. The present warranty shall not cover the Services provided by the Company as samples or prototypes of products used for tests or evaluations. In this case, the only obligation of the Company shall be to provide Services conforming to the specifications, performance criteria or designs approved by the Customer. The warranty shall also not apply if the information provided by the Customer is inaccurate, or if all or part of the Services are provided to the Company by a third party designated by the Customer and said third party does not provide an equivalent warranty, or to the Services that have been subject to any unauthorized rectification, replacement, modification or change.
In all cases, if the Company is found liable, the warranty of the Company shall be limited to the amount paid by the Customer for the provision of Services, excluding tax.

9) Limitation of Liability:
 

A. The Contract contains all the rights and obligations of the Parties.

B. The liability of the Company is expressly limited to the material loss or damage directly relating to the provision and/or use of the Service, to the exclusion of any indirect and/or non-material loss or damage, such as, but not limited to, loss of turnover, loss of profit, business interruption, loss of chance, loss of standing or reputation, loss of customers, loss of prospects, commercial or economic loss.
 

10) Force Majeure
 

None of the Parties may be held liable for any delay, non-performance or other failure to meet its contractual obligations if this failing is due to a case of force majeure, i.e. an irresistible and unforeseeable event beyond the control of the Parties, such as war, riot, fraudulent damage, fire, actions of a government authority, strike, industrial conflict etc.
Without prejudice to the above, each Party shall do its utmost to minimize the effects of any case of force majeure. If the incidence of force majeure lasts for more than one (1) month, each of the Parties is entitled to cancel the Contract with a notice period of one (1) week. Payment shall remain due for the Services already provided.

​

11) Transfer of Rights
 

The Customer may not sell or transfer its rights and obligations deriving from the Contract without the prior written consent of the Company.
 

12) Payment irregularity and Early termination
 

A. The Parties understand the term "payment irregularity" to mean in particular any delay
in payment, partial payment of the total amount due and the refusal of the bank concerned to honor a direct debit payment from the account of the Customer.

In the event of a payment irregularity:

-­‐ - late payment interest, calculated from the due date up to the date of actual payment, shall be payable by the Customer to the Company as of right, without requiring a formal reminder or warning notice. The total amount of late payment interest shall be calculated by applying an interest rate equal to three times the legal interest rate in force at the time of the payment irregularity to the outstanding sums due.

-­‐ - a fixed sum of 40€ shall be automatically payable for each payment irregularity, in order to cover the internal payment recovery costs incurred by the Company, without requiring a reminder or formal warning notice. Additional compensation may also be demanded by the
Company if the Company has incurred any duly evidenced additional costs.

These sums shall not be payable if payment of the outstanding amount on the due date is prohibited by legal proceedings relating to bankruptcy protection, court-supervised administration or compulsory liquidation.

B. Cancellation for default of payment.
In the event of partial or full default of payment, the Company, in addition to suspending implementation of the present Contract and applying the measures and actions available to it by law and according to the agreed standard practice in the industry in the event of
payment irregularity, shall in particular be entitled to cancel the present Contract after a formal final notice to pay addressed to the Customer by registered letter with receipt acknowledgement slip has remained without response for a period of eight days from its
receipt or from the date of first presentation.

C. Early termination
Since the Contract is concluded for an indefinite period, each of the Parties may terminate it at any time without having to give reasons for this decision. Cancellation shall take effect two (2) months after notification thereof by registered letter with receipt acknowledgement slip.
 

13) Non-solicitation of employees
 

The Customer expressly and irrevocably undertakes not to solicit and retain any employee of the Company, whether directly or indirectly, in particular through the intermediary of another person or entity, with a view to employing said employee directly or indirectly in whatsoever capacity (employee, consultant or company agent).
 

14) Applicable law - Disputes
 

The Contract shall be governed, interpreted and implemented in conformity with French law. The Parties expressly undertake to attempt initially to reach an amicable settlement of any dispute relating to the implementation or interpretation of the Contract. Any dispute
that may arise shall be subject to the exclusive jurisdiction of the NANTERRE Commercial Court.