General Terms and Conditions of Sale

CLAREO S.A.S – June 2026

1 - General provisions - Enforceability - Application

Sales by the company CLAREO S.A.S located at 11 rue Christophe Colomb, 75008 PARIS (RCS PARIS 539 438 390) are made exclusively under these general terms and conditions of sale (GTC), which are systematically sent to each buyer with the quote / purchase order. The information appearing in catalogs, brochures, leaflets and price lists, as well as statements by the company's sales representatives and technicians, are for indicative purposes only.

Any firm order accepted by CLAREO implies the buyer's unreserved 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 contrary written agreement substantially modifies our general terms and conditions of sale. Any order from the customer shall irrefutably presume acceptance of our GTC. Any contrary condition imposed by the buyer shall therefore, in the absence of express acceptance, be inapplicable regardless of when it may have been brought to their attention.

2 - Definitions

"Products": all lighting products (luminaires, light sources, accessories, equipment) marketed by CLAREO and ordered by the Client.

"Services" or "CGS Services": the CLAREO GLOBAL SOLUTIONS services provided by CLAREO, including in particular: (a) preliminary studies; (b) energy audits; (c) studies relating to the scope of works; (d) numerical lighting simulations; (e) estimates of energy savings certificates (CEE); (f) removal of old light fixtures; (g) installation of new light fixtures.

"Services": collectively, the Products and/or Services ordered by the Customer.

"Client": any natural or legal person ordering Products and/or Services from CLAREO.

3 - Account opening

A customer account opening to benefit from payment terms may be effective subject to the transmission by the customer of the elements requested by our services such as (indicative list): bank account details (RIB), K-bis extract less than 3 months old, latest financial statements with appendices.

4 - Order

Offer and acceptance

Any order received from the customer is considered firm and final. Once accepted by CLAREO, the order may not be subject to any modification. Any order for specific products must be subject to advance payment unless otherwise indicated by CLAREO.

An order can also be validated directly on the CLAREO website by confirming the quotation or the shopping cart.

Minimum order

The minimum order amount is €50 excluding VAT, excluding shipping costs.

Order notification

Any order is an irrevocable commitment on the part of the buyer. The order must be sent to us in writing (fax, letter, email attaching a signed copy of the CLAREO quotation) and must include the customer's company name, the name of the ordering party, the delivery and billing address, the exact product references, quantities (respecting packaging multiples), the net prices of the products ordered, the customer's Siret number, their intra-community VAT number and the agreed payment terms. Any specific delivery arrangements must be notified to us.

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

Management, packaging, administrative and shipping fees

A contribution to management, packaging, administrative and shipping costs will be charged for each order. The amount will be determined based on each order.

Order modification

A delay or other change by the Client to a purchase order previously accepted by CLAREO will require CLAREO's prior approval. If CLAREO accepts, at the Client's request, such a change, including a cancellation (even partial), a delay or suspension, the addition, omission, alteration, substitution or modification of a concept, quality, quantity, manufacturing site or performance (including schedule) of Products and/or Services, or if such a Modification is required due to changes in laws, regulations or industry standards, emergency situations, incorrect or incomplete information provided by the Client, or the Client's failure to comply with one of its obligations under the General Terms and Conditions of Sale, the Client shall reimburse CLAREO upon first request for all costs incurred by CLAREO as a result of the Modification.

Urgent order

All costs relating to the dispatch of an urgent order are borne by the customer. The surcharge on transport costs will be communicated according to the delivery criteria (lead time, weight, volume, distance...).

Order cancellation

Any order received from the customer is considered firm and final. Therefore, any cancelled order for stocked products will result in a minimum charge of 30% of the total order amount, with a minimum flat-rate charge of €60 as compensation.

If the products have been delivered, a return of the products in accordance with the conditions defined in paragraph 17 is required in order to obtain a credit note for 70% of the order. In the event of no return of the products or a non-compliant return, the full amount of the order will be due.

Any goods ordered specifically for the client (non-stocked and custom-made products) cannot be subject to any return or cancellation (except in the case of the contractual warranty). Should this be the case, the full amount of the order would be due.

5 - Delivery / collection

Shipping costs

Delivery costs are calculated automatically on the website or by CLAREO's IT tools and depend on the weight, dimensions, speed of delivery and delivery address. Delivery costs are shown on the quotation sent by CLAREO.

Delivery time

Delivery times are communicated for information purposes only for mainland France; any potential delay does not entitle the buyer to claim damages or to cancel their order.

Delivery to a construction site

CLAREO declines all liability in the event of loss, theft, delay or any other problem that may occur during delivery of goods to a construction site.

Acceptance procedures

The delivery must be checked upon receipt with the delivery driver. All transport documents must be signed and bear the company's stamp. In order not to be held responsible for the loss of or damage to goods received, the customer must note in writing and in precise detail upon delivery, on all transport documents, any reservations regarding a shortage, non-conformity or damage. In the event of loss, substitution or damage related to transport, the buyer must inform the carrier within the statutory 48-hour period by registered letter with acknowledgment of receipt or extra-judicial acts in application of article L. 133-3 of the Commercial Code. As well as the reservations noted on the delivery note (D.N.).

Collection of goods by the customer

In the event of a request for goods collection, the client must contact CLAREO's Sales Administration or a CLAREO sales representative in order to obtain the necessary instructions for the proper handling of the request.

In the event of non-compliance with the instructions, CLAREO cannot be held liable for non-delivery of the goods.

The transfer of risk takes place upon collection. No payment may be collected at the collection site without prior written acceptance from CLAREO's general management, notified to the buyer.

6 - Prices / rates

CLAREO presents on its website and catalogs the public prices which are subject to discounts.

After discount, our prices are understood as excluding taxes, net of transport and insurance. These prices are subject to change without notice. The applicable prices are those in effect on the day the order is accepted by CLAREO from available stock. In the event of unavailability or stock shortage of a product (whether due to us or not), the price may be revised up to the day of delivery.

7 - Information on our documentation

The information contained in the technical documents provided on the website is subject to modifications in line with product developments. Technical documents include all or part of the following documents: photos, technical data sheets, installation instructions, CE declarations of conformity, IES lighting files and key points.

8 - Warranty and liabilities

For CLAREO brand products, the warranty period is stated on the technical data sheets attached to the quotation at the time of ordering.

Only proven defects originating in the LED lighting Products themselves, or in a manufacturing defect, are covered by the Warranty.

1) In the case of product supply only

The Buyer shall bear full and complete responsibility for the installation and maintenance of the equipment by specialized and qualified personnel who must comply with the manual provided (if applicable) and, more generally, with the best practices in this field. The Buyer shall also bear full and complete responsibility for the equipment, including its installation, operation and custody, except in the case of any equipment defect not related to the installation, and/or commissioning and/or custody. The Supplier assumes no obligation regarding installation and maintenance, unless expressly agreed in writing between the Parties. The Buyer shall refrain from holding CLAREO liable for damages resulting from faulty assembly or installation of the equipment carried out by subcontractors with whom the Buyer alone shall directly enter into an installation and/or commissioning contract, provided that the product sold by the Supplier shows no intrinsic defect.

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

Not covered by the Warranty:

8.1. misuse, abuse, use not in accordance with the normal use of LED lighting Products, failure to comply with usage recommendations and instructions;

8.2. non-compliant or inappropriate storage, installation or maintenance of LED lighting Products;

8.3. malfunctions originating from an external cause, such as lightning, water, fire, or any other force majeure event;

8.4. malfunctions originating from the power supply of LED lighting Products; Products used with a power supply that was not sold by CLAREO cannot be warranted;

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

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

In order to be exchanged, products must be returned in their original packaging specifying the delivery address for the replacement products. Upon receipt of the presumed defective products, CLAREO will proceed with the analysis and, if the defect is validated, CLAREO will ship products of similar specifications to the customers concerned. It is understood that CLAREO will not ship any replacement product 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 guaranteed until the later of the end of the warranty period of the original products and the replacement date of the products concerned plus a period of 6 months.

For other brands, as a distributor intermediary, CLAREO only grants the warranty on the marketed equipment as provided by the manufacturer. The contractual warranty granted by the manufacturer is binding on the manufacturer alone. Only the legal warranties provided for in articles 1641 to 1649 of the Civil Code prevail. In all cases, the warranty will automatically cease if the client has not fulfilled their contractual payment obligations. The warranty excludes, for our company, any obligation to repair direct and indirect damages resulting from the use and/or failure of the delivered goods.

Installation must be carried out by a qualified professional in compliance with applicable standards and industry practices.

The product must be installed in an environment that complies with:

- the ambient temperatures specified in its technical data sheet and sufficiently ventilated to ensure its heat dissipation.

- the IP rating of the product

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

The electrical installation must also comply with current standards and regulations (regulation, protection…). In the event of a non-compliant installation, the product warranty cannot be invoked.

2) In the case of CGS Services

The Supplier is responsible to the Client for the performance, within the timeframes agreed in the quote, and for its obligations under the quote.

The Supplier shall indemnify the Customer for any direct, personal and certain damage suffered by the Customer as a result of the Supplier's total or partial failure to perform its obligations, subject to receipt by the latter of a prior formal notice that has remained unsuccessful upon expiry of a period of 30 working days.

The Supplier also assumes, by express agreement, the liabilities arising from articles 1792 to 1799-1 of the Civil Code (Constructor's liability, Guarantee of perfect completion, Guarantee of proper functioning, and Ten-year guarantee) when and if these guarantees are applicable.

The Supplier's liability shall notably not be incurred in the following cases:

• When it has implemented all the resources at its disposal to perform the Services in accordance with the quotation;
• Due to the performance of digital lighting simulations and energy savings certificate estimates when the results obtained do not meet the Client's expectations due to an incomplete, inaccurate or erroneous definition of their needs, or documents, data or information provided by the Client that are incomplete, inaccurate or not representative of their actual needs.
• In the event of intervention, mishandling, inappropriate or non-compliant use of the Products or use contrary to the instructions or specifications established by the manufacturer or the Supplier, or malicious acts attributable to the Customer or a third party;
• In the event of non-compliance by the Customer with the obligations set out in the article "Customer Obligations" below;
• In the event of unavailability of materials necessary for the performance of the Services;
• Due to an obstacle or a change in legislation or regulation liable to jeopardize the performance of the Services;
• In the event of force majeure, as defined in article 19 below;
• Due to a temporary or permanent interruption of the Client's activity.

9 - Installation, maintenance

The customer shall bear full and sole responsibility for the installation and maintenance of the equipment by specialized and qualified personnel who must comply with the manual provided (if applicable) and, more generally, with the best practices in this field. The customer shall also bear full and sole responsibility for the equipment whose installation, operation and custody they ensure. In particular, they must obtain all necessary authorizations, licenses and certificates for the installation, use and disposal of the equipment. CLAREO assumes no obligation regarding installation and maintenance, unless expressly agreed in writing. The customer undertakes not to hold CLAREO liable for damages resulting from defective assembly or installation of goods carried out by subcontractors, whether subcontractors chosen by the customer or subcontractors who regularly work for CLAREO.

10 - CGS Services (CLAREO GLOBAL SOLUTIONS)

Scope of application

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

Scope of Services

The CGS Services include, depending on the order, all or part of the following services:

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

CLAREO is bound by an obligation of result for the supply of Products and a general best-efforts obligation for the performance of CGS Services.

Subcontracting of Services

CLAREO reserves the right to subcontract all or part of the CGS Services to qualified and professional third parties of its choice. By placing an order for CGS Services, the Customer expressly and irrevocably accepts, subject to the mandatory legal provisions applicable to subcontracting in the construction sector (Law no. 75-1334 of 31 December 1975), where applicable, that CLAREO may resort to subcontracting. The Customer undertakes to grant the subcontractors designated by CLAREO the same rights of access, facilities and assistance as to CLAREO itself for the proper performance of the Services. References to CLAREO in this article include its subcontractors and their personnel.

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

Customer Obligations

The Client undertakes to:

• provide CLAREO, before the start of the Services, with the prevention plan and information on site risks;
• provide all useful information and assistance;
• ensure that the premises are accessible, secure and compliant, and in particular that the electrical installation is sound and functional;
• inform CLAREO of access/schedule/security constraints; (e) designate a single point of contact;
• obtain the necessary administrative authorizations;
• ensure the absence of hazardous materials (asbestos, lead, etc.) or provide a diagnostic and management plan at least 10 days before the start of the Services.

The Services exclude any repair of pre-existing electrical faults.

Specific warranties and liability

CLAREO guarantees that the installation and removal Services are performed with care and competence, in accordance with best practices and applicable legal and regulatory requirements. The statutory warranties applicable to the works carried out (warranty of proper completion, two-year warranty, ten-year warranty) apply, when and if applicable, under the conditions provided for in articles 1792 to 1799-1 of the Civil Code. These public order warranties are not subject to the liability limitations in article 8.

Limits: (a) CLAREO has implemented all resources at its disposal; (b) lighting simulations and CEE estimates – best efforts obligation; (c) misuse/non-compliant intervention; (d) Customer's failure to comply with article 10; (e) unavailability of materials beyond CLAREO's control despite reasonable diligence; (f) inaccurate, incomplete or outdated information/documents; (g) regulatory change; (h) force majeure (19).

Acceptance of Services

The Customer has ten (10) calendar days following the completion of the Services to submit any reasoned complaint in writing; if applicable, a joint inspection report is drawn up. Failing this, the Services are deemed compliant and definitively accepted, subject to latent defects (Civil Code art. 1641 et seq.).

Specific case of additional work

In the context of additional works, i.e., when, after or during the performance of the services, the Customer and CLAREO find that an initially unidentified need requires additional intervention, whether in the form of service provisions or product deliveries, the carrying out of such works shall be conditional upon the prior issuance of a purchase order by the Customer.

In the case of an application contract relating to the initial order, all the clauses provided for in the initial application contract relating to the construction site concerned shall, by operation of law, apply to said additional works.

11 - Intellectual property patents

CLAREO reserves the right to intervene legally or otherwise in any action brought against one of its customers based on infringement of a patent, design, process or trademark belonging to it, in order to obtain damages from said customer. The tooling, plans and studies that CLAREO may be required to create for the production of special parts are always the property of CLAREO, even if a contribution to study or tooling costs has been requested from the customer. The customer undertakes to notify CLAREO of any infringement they become aware of relating to patents, processes, models, trademarks, etc. belonging to CLAREO.

12 - Transfer of risks

The transfer of risks takes place from dispatch (departure from CLAREO's warehouse).

13 - Retention of title

All sales are concluded with a retention of title clause; consequently, the transfer of ownership of the goods sold is suspended until actual payment of the order in full.

14 - CLAREO References

The Client, by placing an order, authorizes CLAREO to cite them and to use their logo as well as any visual, mock-up, photo, or video relating to CLAREO's service, in documents used for its advertising or on its websites, and to carry out any study or survey enabling the calculation of satisfaction with the system in place.

15 - Payment terms

For customers with no open account with payment terms at CLAREO, customers must pay their order in cash by bank transfer or credit card.

For account customers, after having paid a first order in cash, the customer may pay according to the timeframe communicated as part of the account opening, within the limit of their credit line authorized by CLAREO.

The accepted payment methods are as follows:

- bank transfer

- credit card

- commercial paper after validation by the company

In cases of no credit or exceeded credit, payment must be made in cash, by a bank-guaranteed bill of exchange, credit card or bank transfer. In the event of payment by bill of exchange, it must be returned, accepted and domiciled within eight days. We do not deliver cash on delivery unless previously approved by our financial department. In such case, a flat fee of €20 excluding tax, corresponding to cash on delivery charges, will be invoiced.

The payment terms granted are subject to revision without notice in the event of a new element arising that modifies our assessment of the risk of default by the Customer. In particular in the event of a change in the Customer's situation (death, incapacity, dissolution or modification of company, mortgage on their properties, pledge on their business, management lease, drop in their rating with an insurance organization, etc.), refusal to accept a bill of exchange or any payment incident, or any credit overrun as authorized and assessed by CLAREO, which reserves the right to demand guarantees, to refuse, suspend or cancel accepted orders in progress or to execute them only upon cash payment on a proforma basis.

Late payment / payment default

Payment terms may not be delayed for any reason whatsoever. Any dispute shall in no case suspend payment of the undisputed portion of the invoice. Non-payment of any of our invoices by its due date makes the balance of all unpaid invoices not yet due immediately payable. It authorizes CLAREO to suspend all orders and deliveries in progress and to withdraw any possibility of payment deferral. In accordance with articles 1139 and 1153 of the Civil Code, the due date of one or more invoices shall constitute a formal notice to pay without any further formality. Late payment penalties shall be applied from the due date of one or more invoices at a late interest rate equal to 3 times the statutory interest rate (any month begun shall be due in full), as well as a flat-rate penalty of €40 per overdue invoice.

In the event of legal proceedings, a penalty of 20% of the amounts claimed shall be applied by operation of law as lump-sum damages. Without prejudice to the statutory interest mentioned, as well as procedural costs, expenses, third-party intervention costs and representation costs before the courts.

16 - Claims

Any claim relating to a defect in the goods delivered, an inaccuracy in quantities or an incorrect reference compared to the sales offer, the order, or the order confirmation by CLAREO may be submitted in writing within fifteen days of receipt of the goods to our customer service, without prejudice to recourse against the carrier for which any reservation must be compulsorily noted upon signing the transport receipt and then completed within 48 hours of delivery by registered letter with acknowledgment of receipt. After this fifteen-day period with our customer service, a claim is no longer admissible. All claims must include the customer order number, the customer number, the delivery note number, the invoice number and the detailed and explicit reason for the anomalies noted. Under the cover of a claim, the buyer may not withhold the total amounts owed or set off against them.

17 - Conditions for returning goods

Thanks to our Satisfied or Refunded service, in the event of a problem with the products received or if they do not suit you for any order under €1,000 excl. VAT, you have the option to return the products to us.

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

No return will be accepted without prior express agreement from our customer service in the form of a "customer return form" which will be sent to you by email.

Any package returned without its "customer return form" or not complying with the quantities and products mentioned on the customer return form will be refused and cannot be subject to any credit note. Shipping costs are the responsibility of the client. All returned products must be in new condition and in their original packaging. No writing and/or label may appear on the original packaging other than CLAREO transport labels (if this is the case, the products will be considered unsaleable and cannot be subject to a credit note).

No credit note may be issued in the event of the return of specific products, end-of-line products whose packaging has been damaged, or products that have been installed or tested. Any return must be completed within 3 months of the assignment of the "customer return form" number; after this period, the return will no longer be accepted. CLAREO reserves the right to apply a depreciation rate in the event of a product return.

The transport of products cannot under any circumstances be reimbursed.

Return for defective products

The defectiveness of the goods may be taken into consideration in accordance with CLAREO's agreements with each manufacturer, provided it does not result from abnormal use or third-party intervention on the product. Each return for defective goods will be subject to inspection by CLAREO or the manufacturer, who are the only parties authorized to determine non-conformity. If the non-conformity of the product is confirmed, a credit note will be issued upon CLAREO's approval. Otherwise, the goods will be held at the client's disposal.

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

To make a product return, please follow the steps below; these conditions are essential to obtain a refund, an exchange or a credit note:

- Submit a return request to your CLAREO sales representative by email or letter specifying:

• Your first and last name
• Your company (provided for this order)
• Your address (provided for this order)
• Your phone number
• The order reference
• The reference of all products concerned
• The quantity
• The reason for the return

- Wait for receipt of the "customer return form" document from CLAREO

- Repack the products concerned in their original packaging after verifying that the products and their packaging are all in perfect condition. We will not be able to issue a refund for products returned without their packaging or in damaged packaging.

ATTACH THE "CUSTOMER RETURN FORM" TO YOUR SHIPMENT

- Clearly write the customer number on the box.

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

- Please do not return products to the registered office address (Paris 8th).

Upon receipt of your return, it is handled by a technician who checks the contents and condition of the returned product(s).

CLAREO will process your request as quickly as possible.

18 - Goods receipt deadline

The delivery times for orders announced by CLAREO are to be understood with the following qualification:

- deadlines of less than one week: accuracy to within 2 or 3 days

- deadlines exceeding one week (non-stocked products manufactured in France or abroad, deadlines including production, loading, transport, customs clearance and delivery to stock in France): accuracy of 10 days

CLAREO cannot be held liable for any delay due to a force majeure event (for example: storms, lightning, fires...). In such case, no compensation may be claimed by the customer.

19 – Force majeure

A Party's liability is not engaged for delay or failure due to a force majeure event as defined by the first paragraph of article 1218 of the Civil Code as well as by the case law of French courts and tribunals.

Events of force majeure shall thus be considered to be all events beyond the debtor's control, which could not reasonably have been foreseen at the time of conclusion of the Contract and whose effects cannot be avoided by appropriate measures and which make it impossible for the Parties to fulfill their obligations. Such events include in particular a natural disaster, lightning, a malfunction of the electrical or telecommunications network, mobilization or social unrest, a strike, and any situation making access to the premises impossible, any damage, acts of vandalism and physical or computer takeover by a third party not authorized by CLAREO or the customer, or the consequences of any epidemic or the effects of an unforeseeable public health crisis.

; the Parties shall be mutually released from the performance of their obligations, to the extent of the duration of the impediment. In such case, the obligations of the Parties under the Contract shall be suspended, it being specified that force majeure may not be validly invoked to exempt from any payment obligation.

20 – Unique identifier number (UIN) for the EEE sector

The unique identifier FR007797_05E35X attesting to registration in the producers' register of the EEE sector, in application of article L.541-10-13 of the Environmental Code, was assigned by ADEME to the company CLAREO (SIRET: 53943839000038). This identifier attests to its compliance with its obligation to register in the register of producers of Electrical and Electronic Equipment and to the submission of its market placement declarations with ecosystem.

21 - Jurisdiction

In the event of a dispute relating to the interpretation of a sales contract or its performance, the Paris Commercial Court shall have sole jurisdiction. Our bills of exchange shall operate neither as novation nor as a derogation from this jurisdiction clause.

22 – Call recording

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