General Terms and Conditions of Sale

CLAREO S.A.S – June 2026

1 - General Provisions - Enforceability - Application

Sales by CLAREO S.A.S., located at 11 rue Christophe Colomb, 75008 PARIS (Paris Trade and Companies Register No. 539 438 390), are governed exclusively by these General Terms and Conditions of Sale, which are systematically sent to each buyer with the quote/order form. Information in the company’s catalogs, brochures, leaflets, and price lists, as well as statements made by its sales representatives and technicians, is for guidance only.

Any firm order accepted by CLAREO entails the buyer's unconditional acceptance of these general terms and conditions of sale. CLAREO's general terms and conditions of sale take precedence over the customer's general terms and conditions of purchase unless a written agreement substantially modifies our general terms and conditions of sale. Any order placed by the customer shall constitute conclusive acceptance of our general terms and conditions of sale. Accordingly, any conflicting condition stipulated by the buyer shall not apply without express acceptance, regardless of when CLAREO was informed of it.

2 - Definitions

“Products”: all lighting products (light fixtures, light sources, accessories, and equipment) sold by CLAREO and ordered by the Customer.

“Services” or “CGS Services”: the CLAREO GLOBAL SOLUTIONS services provided by CLAREO, including, in particular: (a) preliminary studies; (b) energy audits; (c) studies of the scope of work; (d) digital lighting simulations; (e) estimates of energy savings certificates (CEE); (f) removal of existing light fixtures; (g) installation of new light fixtures.

“Deliverables”: collectively, the Products and/or Services ordered by the Client.

“Customer”: any individual or legal entity ordering Products and/or Services from CLAREO.

3 - Opening an Account

A customer account with payment terms may be opened subject to the customer's provision of the documents requested by our departments, such as, by way of example: bank account details (RIB), a K-bis company registration extract dated within the last three months, and the latest financial statements with accompanying notes.

4 - Orders

Offer and acceptance

Any order received from a customer is considered firm and final. Once accepted by CLAREO, an order cannot be modified. All orders for special-order products must be paid for in advance unless CLAREO indicates otherwise.

An order may also be confirmed directly on CLAREO's website by accepting the quotation or checking out the cart.

Minimum order

The minimum order amount is €50 excluding tax and shipping charges.

Order notification

Every order constitutes an irrevocable commitment by the buyer. Orders must be sent to us in writing (by fax, mail, or email, with a copy of the signed CLAREO quotation attached) and must include the customer's legal business name, the name of the person placing the order, the delivery and billing addresses, exact product references, quantities (in multiples of the pack size), net prices of the products ordered, the customer's SIRET number, its intra-Community VAT number, and the agreed payment terms. We must be informed of any special delivery requirements.

Once CLAREO has accepted it, an acceptance email is automatically sent to the customer.

Handling, packaging, administrative, and shipping fees

A contribution toward handling, packaging, administrative, and shipping costs will be charged for each order. The amount will be determined for each order.

Order changes

Any delay or other change by the Client to a purchase order previously accepted by CLAREO requires CLAREO's prior approval. If, at the Client's request, CLAREO accepts such a change, including a cancellation (even a partial one), delay, or suspension; the addition, omission, alteration, substitution, or modification of a design, quality, quantity, manufacturing site, or the performance (including scheduling) of Products and/or Services; or if such a Change becomes necessary due to changes in laws, regulations, or industry standards, emergencies, incorrect or incomplete information provided by the Client, or the Client's failure to fulfill an obligation under these General Terms and Conditions of Sale, the Client shall reimburse CLAREO upon first demand for all costs incurred by CLAREO as a result of the Change.

Urgent order

The customer is responsible for all costs associated with shipping an urgent order. Any increase in shipping costs will be communicated based on the delivery requirements (time frame, weight, volume, distance, etc.).

Order cancellation

Every order received from the customer is considered firm and final. Accordingly, cancellation of any order for stocked products will result in a charge of at least 30% of the total order amount, subject to a minimum flat-rate charge of €60 as compensation.

If the products have been delivered, they must be returned in accordance with the conditions set out in Section 17 to obtain a credit note for 70% of the order amount. If the products are not returned or the return does not comply with those conditions, the full order amount will be payable.

Goods ordered specifically for a customer (non-stocked and custom-made products) cannot be returned or canceled, except under the contractual warranty. If such a return or cancellation nevertheless occurs, the full order amount will be payable.

5 - Delivery / Collection

Delivery charges

Delivery fees are calculated automatically on the website or using CLAREO's computer systems and depend on weight, dimensions, delivery speed, and the delivery address. Delivery fees appear on the quotation sent by CLAREO.

Delivery time

Delivery times are provided for guidance only for mainland France. Any delay does not entitle the buyer to claim damages or cancel the order.

Delivery to the job site

CLAREO accepts no liability for loss, theft, delays, or other problems that may arise when goods are delivered to a job site.

Acceptance Procedures

The delivery must be inspected with the driver upon receipt. All transport documents must be signed and stamped with the company seal. To avoid being held responsible for loss or damage to the goods received, the customer must record any shortages, nonconformities, or damage precisely and in writing on all transport documents at the time of delivery. In the event of loss, substitution, or damage during transport, the buyer must notify the carrier within the statutory 48-hour period by letter with acknowledgment of receipt or by extrajudicial notice, pursuant to Article L. 133-3 of the Commercial Code. This is in addition to any reservations noted on the delivery slip (B.L.).

Customer collection of goods

To request collection of goods, the customer must contact CLAREO's Sales Administration Department or a CLAREO sales representative to obtain the instructions needed to process the request properly.

If the instructions are not followed, CLAREO cannot be held responsible for failure to deliver the goods.

Risk transfers as soon as the goods are collected. No payment may be taken at the collection site unless CLAREO's executive management has given its prior written approval and notified the buyer.

6 - Prices / Rates

CLAREO displays list prices on its website and in its catalogs; these prices are subject to discounts.

After discounts, our prices exclude tax, transport, and insurance. These prices may change without notice. The applicable prices are those in effect on the day CLAREO accepts the order, subject to stock availability. If a product is unavailable or out of stock, whether or not through our fault, its price may be revised up to the day of delivery.

7 - Information in our documentation

The information in the technical documents provided on the website is subject to change as products evolve. The technical documents include all or some of the following: photographs, technical data sheets, installation instructions, CE declarations of conformity, IES lighting files, and key specifications.

8 - Warranty and liability

For CLAREO-brand products, the warranty period is stated in the technical data sheets attached to the quote when the order is placed.

Only confirmed defects originating in the LED lighting Products themselves or resulting from a manufacturing defect are covered by the Warranty.

1) Where only Products are supplied

The Buyer shall be fully responsible for ensuring that the equipment is installed and maintained by specialized, qualified personnel who comply with the manual supplied (if applicable) and, more generally, with industry standards. The Buyer shall also be fully responsible for the equipment's installation, operation, and safekeeping, except in the case of an equipment defect unrelated to installation, commissioning, or safekeeping. The Supplier assumes no obligation regarding installation or maintenance unless the Parties expressly agree otherwise in writing. The Buyer agrees not to hold CLAREO liable for damage resulting from defective assembly or installation of the equipment by subcontractors with whom the Buyer alone enters into a direct contract for installation and/or commissioning, provided that the product sold by the Supplier has no inherent defect.

Any attempt to access the diodes or disassemble the product voids the contractual warranty.

The Warranty does not cover:

8.1. misuse, abuse, use of LED lighting Products for purposes other than their normal intended use, or failure to follow recommendations and instructions for use;

8.2. noncompliant or improper storage, installation, or maintenance of LED lighting Products;

8.3. malfunctions caused by an external event, such as lightning, water, fire, or any other force majeure event;

8.4. malfunctions originating in the power supply to LED lighting Products; products used with a power supply not sold by CLAREO cannot be covered by the warranty;

8.5. defects or damage caused by any intervention, maintenance, repair, or other work not performed by an Authorized Person designated by CLAREO;

8.6. any installation, removal, or other work related to the exchange of products. Only the products themselves may be covered under the warranty.

To be exchanged, products must be returned in their original packaging, along with the delivery address for the replacement products. Upon receiving the allegedly defective products, CLAREO will inspect them and, if the defect is confirmed, ship products with similar characteristics to the customers concerned. CLAREO will not ship any replacement products until it has received the defective products. The return conditions are described on the website at the following address: /content/31-sav

Replacement products are warranted until the later of the original products' warranty expiration date or the date six months after the replacement of the products concerned.

For other brands, CLAREO, acting as an intermediary distributor, provides only the manufacturer's warranty on the equipment it sells. The contractual warranty granted by the manufacturer is binding solely on the manufacturer. Only the statutory warranties provided for in Articles 1641 to 1649 of the Civil Code apply. In all cases, the warranty shall automatically terminate if the customer has not fulfilled its contractual payment obligations. The warranty excludes any obligation on our company's part to compensate for direct or indirect damage resulting from the use or failure of the goods delivered.

Installation must be performed by a qualified professional in accordance with applicable standards and industry practices.

The product must be installed in an environment that meets the following requirements:

- the ambient temperatures specified in its technical data sheet, with sufficient ventilation to dissipate heat.

- the product’s IP rating

Depending on the installation location, the installation must be certified by a competent body.

The electrical installation must also comply with applicable standards and regulations (controls, protection, etc.). The product warranty cannot be invoked if the installation is noncompliant.

2) For the provision of CGS Services

The Supplier is responsible to the Client for performing its obligations under the quotation within the time frames agreed in that quotation.

The Supplier shall compensate the Client for any direct, personal, and demonstrable damage suffered by the Client as a result of the Supplier's total or partial failure to fulfill its obligations, provided that the Supplier has received prior formal notice and has failed to remedy the breach within 30 business days.

The Supplier also expressly assumes the liabilities arising under Articles 1792 to 1799-1 of the Civil Code (builder's liability, perfect completion warranty, proper functioning warranty, and ten-year warranty) where applicable.

In particular, the Supplier shall not be liable in the following cases:

• When it has used all the resources at its disposal to perform the Services in accordance with the quote;
• As a result of the preparation of digital lighting simulations and estimates of energy savings certificates, where the results obtained do not meet the Client's expectations because its needs were defined incompletely, inaccurately, or incorrectly, or because documents, data, or information provided by the Client were incomplete, inaccurate, or not representative of its actual needs.
• In the event of intervention, improper handling, use of the Products that is inappropriate, noncompliant, or contrary to the instructions or specifications established by the manufacturer or Supplier, or malicious acts attributable to the Client or a third party;
• If the Customer fails to comply with the obligations set out in the “Customer Obligations” section below;
• In the event that materials needed to perform the Services are unavailable;
• Due to an obstacle or a change in law or regulations that could jeopardize performance of the Services;
• In the event of force majeure, as defined in Article 19 below;
• As a result of a temporary or permanent interruption of the Client's operations.

9 - Installation and Maintenance

The customer shall be fully responsible for ensuring that the equipment is installed and maintained by specialized, qualified personnel who comply with the manual supplied (if applicable) and, more generally, with industry standards. The customer shall also be fully responsible for the equipment's installation, operation, and safekeeping. In particular, the customer must obtain all authorizations, licenses, and certificates required to install, use, and dispose of the equipment. CLAREO assumes no obligation regarding installation or maintenance unless expressly agreed otherwise in writing. The customer agrees not to hold CLAREO liable for damage resulting from defective assembly or installation of the goods by subcontractors, whether selected by the customer or regularly working for CLAREO.

10 - CGS Services (CLAREO GLOBAL SOLUTIONS)

Scope of application

This article applies only when the Customer orders CGS Services in addition to Products.

Scope of Services

Depending on the order, the CGS Services include all or some of the following:

• preliminary studies;
• energy audits;
• studies of the scope of work;
• lighting simulations;
• CEE estimates;
• removal of existing light fixtures;
• installation of new light fixtures.

CLAREO has an obligation to deliver the specified result when supplying Products and a general obligation to use reasonable efforts when performing CGS Services.

Subcontracting of Services

CLAREO reserves the right to subcontract all or part of the CGS Services to qualified, professional third parties of its choosing. By ordering CGS Services, the Client expressly and irrevocably agrees that CLAREO may use subcontractors, subject, where applicable, to mandatory legal provisions governing subcontracting in the construction sector (Law No. 75-1334 of December 31, 1975). The Client undertakes to grant subcontractors appointed by CLAREO the same access rights, facilities, and assistance as CLAREO itself to enable proper performance of the Services. References to CLAREO in this article include its subcontractors and their personnel.

CLAREO remains solely responsible to the Client for the proper performance of the Services.

Client Obligations

The Client undertakes to:

• provide CLAREO with the site safety plan and information about site hazards before the Services begin;
• provide all relevant information and assistance;
• ensure that the premises are accessible, safe, and compliant, and in particular that the electrical installation is sound and operational;
• inform CLAREO of any access, scheduling, or safety restrictions; (e) designate a single point of contact;
• obtain the necessary administrative authorizations;
• ensure that no hazardous materials (asbestos, lead, etc.) are present, or provide an assessment and management plan at least 10 days before the Services begin.

The Services do not include troubleshooting preexisting electrical faults.

Specific warranties and liability

CLAREO warrants that the installation and removal Services are performed with due care and skill, in accordance with industry standards and applicable legal and regulatory requirements. The statutory warranties applicable to the work performed (perfect completion warranty, two-year warranty, and ten-year warranty) shall apply where applicable, under the conditions set out in Articles 1792 to 1799-1 of the Civil Code. These mandatory warranties are not subject to the limitations of liability in Article 8.

Limitations: (a) CLAREO has used all resources available to it; (b) lighting simulations and energy savings certificate estimates – reasonable efforts obligation; (c) misuse or improper intervention; (d) the Client's failure to comply with Section 10; (e) unavailability of materials beyond CLAREO's control despite reasonable efforts; (f) inaccurate, incomplete, or outdated information or documents; (g) regulatory changes; (h) force majeure (19).

Acceptance of Services

The Client has ten (10) calendar days following completion of the Services to submit any substantiated complaint in writing; where appropriate, a joint inspection report shall be prepared. Failing this, the Services shall be deemed compliant and definitively accepted, subject to latent defects (Civil Code, Article 1641 et seq.).

Special case: additional work

For additional work—that is, where the Client and CLAREO identify during or after performance of the services a previously unidentified need requiring further work, whether services or the delivery of products—that work may be carried out only after the Client has issued a purchase order.

Where an implementation contract relates to the original order, all provisions of the original implementation contract for the project concerned shall automatically apply to that additional work.

11 - Intellectual Property and Patents

CLAREO reserves the right to participate, through legal proceedings or otherwise, in any action brought against one of its customers for infringement of a patent, design, process, or trademark belonging to CLAREO, in order to obtain damages from that customer. Any tools, plans, and studies that CLAREO creates to produce special parts shall remain CLAREO’s property, even if the customer has been asked to contribute to the costs of the studies or tools. The customer undertakes to notify CLAREO of any infringement of a patent, process, design, trademark, or other right belonging to CLAREO of which it becomes aware.

12 - Transfer of Risk

Risk transfers upon shipment, when the goods leave CLAREO's warehouse.

13 - Retention of title

All sales are subject to retention of title. Accordingly, ownership of the goods sold shall not transfer until the order has been paid for in full.

14 - CLAREO references

By placing an order, the Client authorizes CLAREO to name the Client and use its logo, as well as any visuals, mock-ups, photographs, or videos relating to CLAREO's work, in its advertising materials or on its websites, and to conduct any study or survey to measure satisfaction with the system in place.

15 - Payment Terms

Customers who do not have a CLAREO account with payment terms must pay for their orders in full by bank transfer or credit card.

After paying for their first order in full, account customers may pay according to the terms communicated when their account was opened, up to the credit limit authorized by CLAREO.

The following payment methods are accepted:

- bank transfer

- credit card

- negotiable instruments, subject to company approval

If no credit facility is available or the credit limit has been exceeded, payment must be made immediately by a bill of exchange guaranteed by the customer’s bank, credit card, or bank transfer. If payment is made by bill of exchange, it must be returned, accepted, and made payable through a bank within eight days. We do not offer cash on delivery unless our finance department has approved it in advance. In that case, a flat fee of €20 excluding tax will be charged for cash-on-delivery costs.

The payment terms granted may be revised without notice if new circumstances change our assessment of the risk of Client nonpayment. Such circumstances include changes in the Client's situation (death, incapacity, dissolution or changes to a company, a mortgage on its real estate, a pledge of its business, a lease-management arrangement, a downgrade in its rating by an insurance organization, etc.), refusal to accept a bill of exchange, any payment incident, or any excess over the credit limit authorized and assessed by CLAREO. CLAREO reserves the right to request guarantees; refuse, suspend, or cancel accepted orders in progress; or fulfill them only against payment in full on a pro forma invoice.

Late payment / nonpayment

Payment deadlines may not be postponed for any reason. A dispute shall under no circumstances suspend payment of the undisputed portion of an invoice. Failure to pay any of our invoices when due makes the outstanding balance of all unpaid invoices immediately payable, even if they are not yet due. It entitles CLAREO to suspend any pending orders and deliveries and to withdraw any payment terms previously granted. Pursuant to Articles 1139 and 1153 of the Civil Code, the due date of one or more invoices shall constitute formal notice to pay without any further formalities. Late-payment penalties shall apply from the due date of the invoice or invoices at an interest rate equal to three times the statutory interest rate (any month begun shall be payable in full), together with a fixed fee of €40 for each overdue invoice.

In the event of legal proceedings, compensation equal to 20% of the amounts claimed shall automatically apply as liquidated damages, without prejudice to the statutory interest referred to above or to litigation costs, expenses, third-party intervention costs, and court representation costs.

16 - Claims

Any complaint concerning a defect in the goods delivered, an incorrect quantity, or an incorrect product reference compared with the sales offer, order, or CLAREO's order confirmation may be submitted in writing to our customer service department within fifteen days of receipt of the goods. This is without prejudice to recourse against the carrier, for which any reservations must be noted when signing the carrier's receipt and then supplemented within 48 hours of delivery by a letter with acknowledgment of receipt. After the fifteen-day period for contacting our customer service department, complaints will no longer be accepted. All complaints must include the customer's order number, customer number, delivery slip number, invoice number, and a detailed, explicit explanation of the discrepancies identified. The buyer may not use a complaint as grounds to withhold all amounts owed or to offset amounts due.

17 - Conditions for Returning Goods

With our Satisfaction Guaranteed or Your Money Back service, you can return products if there is a problem with those you receive or they do not meet your needs, for any order under €1,000 excluding tax.

Any return request must be submitted to your sales representative within fifteen days of the buyer's receipt of the goods.

No return will be accepted without the prior express approval of our customer service department, provided in the form of a "customer return authorization" sent to you by email.

Any package returned without its "customer return form", or whose contents do not match the quantities and products listed on that form, will be refused and will not qualify for a credit note. The customer is responsible for shipping costs. All returned products must be in new condition and in their original packaging. No writing or labels may appear on the original packaging other than CLAREO shipping labels (otherwise, the products will be considered unsalable and will not qualify for a credit note).

No credit may be issued for the return of special-order or end-of-line products whose packaging has been damaged, or products that have been installed or tested. All returns must be completed within three months of the assignment of a "customer return authorization" number. After that period, returns will no longer be accepted. CLAREO reserves the right to apply a depreciation rate to returned products.

Product shipping costs are nonrefundable under any circumstances.

Returns of defective products

Defective goods may be considered under CLAREO’s agreements with each manufacturer, provided the defect is not the result of improper use or work performed on the product by a third party. Every return of a defective product will be inspected by CLAREO or the manufacturer, who alone are authorized to determine whether it is nonconforming. If the product is confirmed to be nonconforming, a credit will be issued subject to CLAREO’s approval. Otherwise, the goods will be held for the customer to collect.

General return procedures (see also /content/36-retours)

To return a product, please follow the steps below. These conditions must be met to receive a refund, exchange, or credit:

- Request a return from your CLAREO sales representative by email or mail, specifying:

• Your first and last name
• Your company (provided for this order)
• Your address (provided for this order)
• Your phone number
• Order reference
• References for all products concerned
• Quantity
• Reason for the return

- Wait to receive the "customer return authorization" document from CLAREO

- Repack the products concerned in their original packaging after checking that both the products and their packaging are in perfect condition. We cannot refund products returned without their packaging or in packaging that is in poor condition.

ENCLOSE THE "CUSTOMER RETURN FORM" with your shipment

- Make sure to write the customer number on the box.

- Ship the products to the address shown on the "customer return form".

- Please do not send products to the head office address (8th arrondissement of Paris).

Upon receipt of your return, a technician will inspect the contents and condition of the returned product or products.

CLAREO will process your request as soon as possible.

18 - Time Frame for Receipt of Goods

Delivery times for orders stated by CLAREO are subject to the following clarification:

- lead times of less than one week: accurate to within 2 or 3 days

- lead times of more than one week (non-stocked products manufactured in France or abroad; lead times include production, loading, transport, customs clearance, and delivery to the warehouse in France): accurate to within 10 days

CLAREO shall not be held liable for any delay caused by a force majeure event (for example, storms, lightning, or fires). In such cases, the customer may not claim compensation.

19 – Force Majeure

Neither Party shall be liable for delays or failures due to force majeure as defined in the first paragraph of Article 1218 of the French Civil Code and by French court decisions.

Force majeure events shall include all events beyond the obligor's control that could not reasonably have been foreseen when the Contract was concluded, whose effects cannot be avoided by appropriate measures, and that make it impossible for the Parties to fulfill their obligations. Such events include, in particular, natural disasters, lightning, failures of the electrical or telecommunications network, mobilization or social unrest, strikes, any situation that makes access to premises impossible, damage, acts of vandalism, physical or computer-system takeover by a third party not authorized by CLAREO or the customer, and the consequences of any epidemic or the effects of an unforeseeable public health crisis.

; the Parties shall each be excused from performing their obligations for the duration of the impediment. In that case, the Parties’ obligations under the Contract shall be suspended, provided that force majeure may not be invoked to avoid any payment obligation.

20 – Unique Identifier Number (IDU) for the Electrical and Electronic Equipment (EEE) Sector

The unique identifier FR007797_05E35X, confirming registration in the register of producers of electrical and electronic equipment (EEE) in accordance with Article L.541-10-13 of the French Environmental Code, was assigned by ADEME to CLAREO (SIRET: 53943839000038). This identifier confirms that CLAREO has fulfilled its obligation to register as a producer of electrical and electronic equipment and to submit its declarations of products placed on the market to ecosystem.

21 - Jurisdiction

In the event of a dispute concerning the interpretation or performance of a sales contract, the Paris Commercial Court shall have exclusive jurisdiction. Our bills of exchange shall neither constitute a novation nor derogate from this jurisdiction clause.

22 – Call Recording

Some telephone calls may be recorded for training and continuous improvement purposes.