The following provisions constitute the general conditions to which all sales by HURRAH SAS (the “Supplier”, the “Vendor” or the “Service Provider”) are subject and are considered to be substantial and enforceable against any customer (the “Customer” or the “Purchaser”) without exception or reservation, other than those which may appear in the contract in the form of special conditions of the order.
All orders imply the Customer’s unreserved acceptance of and full compliance with these general terms and conditions of sale, which prevail over any other document from the Customer, and in particular over any general terms and conditions of purchase, unless expressly agreed otherwise by the Supplier. The present general terms and conditions of sale apply to all sales of the supplier’s products, unless a specific agreement prior to the order has been made in writing between the parties. Consequently, the placing of an order by a customer implies the latter’s unreserved acceptance of these general terms and conditions of sale, unless the Supplier grants the customer special conditions in writing.
All documents other than the present general terms and conditions of sale, in particular catalogs, prospectuses, advertisements and notices, are for information purposes only and are non-contractual. The present general terms and conditions of sale are communicated to any buyer who requests them, to enable him to place an order with the supplier.
The Customer will supply all visual, graphic and textual elements, as well as drawings, required for the proper execution of the contract, in the correct formats for the intended media. These elements will constitute the Customer’s specifications. Unless otherwise agreed by the parties, the specifications will not be modified once they have been approved by the Supplier. The Supplier may intervene in the drawing up of the specifications, jointly with the Customer. The Supplier will then edit the 3D study in accordance with the Customer’s specifications. The Supplier will send the 3D study to the Customer for validation.
Validation of the 3D study: After receiving the 3D study edited by the Supplier, the Customer undertakes to send the Supplier his validation clearly, explicitly and in writing, within fifteen days of the date of receipt.
Acceptance of quotation/purchase order: The Supplier will then issue a quotation detailing the order. Quotations are valid for 15 days from their date of issue, and only become contractually binding once the Customer has signed them. Photos and diagrams appearing in catalogs supplied by the Supplier are not contractual. The Supplier reserves the right to tolerate weights and dimensions.
A sale is only valid once the Supplier has validated the 3D study and the Customer has expressly accepted the quotation in writing. Validation of the 3D study must be confirmed in writing. The order must be confirmed in writing, by means of a purchase order/quotation duly signed by the customer. Once received, orders are irrevocable. Orders sent to the Supplier are irrevocable for the Customer, unless accepted in writing by the Supplier.
No cancellation or partial or total modification of an order (excluding custom-made and/or personalized products) by the Customer will be accepted except with the Supplier’s written agreement. Any request for modification of an order placed by a Customer will only be taken into account by the Supplier if the request is made in writing, and is received by the Supplier no later than 8 days after receipt by the Supplier of the initial order.
In the event of modification of the order by the Customer, the Supplier will be released from the deadlines agreed for its execution.
In the event of non-performance by the Customer of any of the clauses of these general terms and conditions of sale or of the terms of payment, the Supplier shall have the right to cancel the order without charge or compensation. The Supplier reserves the right to invoice the Customer for materials supplied, labor costs and expenses incurred by the Supplier in the preparation and/or execution of the cancelled order.
Delivery times are indicated at the time of order registration for information purposes only, and depend in particular on the availability of carriers and the order in which orders are received. They do not constitute any commitment on the part of the Supplier. Lead times are expressed in calendar days, and are counted from order validation in accordance with paragraph 3 herein. In the case of the manufacture of personalized or configured products, the order is validated upon validation of the print order.
Under no circumstances may delays give rise to the payment of damages of any kind whatsoever, or to the cancellation of the order, in particular for operating loss, or to the withholding of all or part of the price, or to the cancellation of the order in progress. The Supplier’s contractual obligations shall be suspended ipso jure and without formality, and the Supplier shall not be liable to the Customer in the event of the occurrence of events such as, in particular : force majeure, manufacturing accident or delay, fire, flood or accidental event, material breakdown (in our workshops or at the Seller’s suppliers), storm, epidemic, strike, riot, requisition, administrative closure, authoritarian reduction of imports, defects or difficulties in the supply of raw materials, delays in the transport of goods (without this list being limitative), and, more generally, in the event of the occurrence of any circumstance beyond the Supplier’s control, or that of its own suppliers and service providers, occurring after the conclusion of the sales contract and preventing its performance under normal conditions.
The transfer of ownership will only take place once the Customer has paid the full price, regardless of the delivery date.
The transfer of risk occurs as soon as the order leaves the Supplier’s workshops. Thus, whatever the mode of transport and even if shipped carriage paid by the Supplier, goods always travel at the Customer’s risk.
In the event of damage to or shortage of delivered goods, it is the customer’s responsibility to make all necessary reservations with the carrier. Any product which has not been the subject of reservations by registered letter with acknowledgement of receipt within three (3) days of receipt from the carrier, in accordance with Article L. 133-3 of the French Commercial Code, a copy of which shall be sent simultaneously to the Supplier, shall be deemed to have been accepted by the Customer.
In the event of delay, loss, damage or theft, it is the customer’s responsibility to lodge a complaint with the carrier within the time limit specified, by registered letter with acknowledgement of receipt. In the event of delivery to a worksite, the latter must be easily accessible, without danger or risk. Under no circumstances can the Supplier be held responsible for any damage caused by its transport vehicle, if this damage is due to difficult access and/or unsuitable terrain. The direction of the maneuvers necessary for access and circulation of the Supplier’s vehicles inside the Customer’s facilities is the responsibility of the Customer.
Unloading of goods is always at the customer’s expense, whether by rail, water or road, unless otherwise stipulated in the order form or any other written document issued by the Supplier. A delivery stipulated “on site” does not modify this clause. Unloading must be carried out in due form using sufficient manpower. The transfer of risk clause mentioned in this article applies immediately, whether the buyer is the owner of the goods (full payment) or not (deferred payment).
If goods are delivered on pallets or in consigned packaging, the amount of the consignment is invoiced and payable at the same time as the goods. Repayment of this deposit is due only after receipt of the packaging, returned “carriage paid” and in good condition to the place of departure, within a maximum period of one month. Packaging returned out of order cannot be taken back. Under no circumstances does consignment of packaging confer ownership.
In the case of delivery to a building site with installation and removal subcontracted by the customer, it is essential to retain the original packaging or storage items in order to maintain the product warranty.
Without prejudice to the measures to be taken by the Customer with regard to the carrier as described above, in the event of apparent defects or shortages, any claim, of whatever nature, relating to the products delivered, will only be accepted by the Supplier if it is made in writing, by registered letter with acknowledgement of receipt, within the three (3) day period stipulated in article 6 of these GCS. It is the Customer’s responsibility to provide full proof of any defects or shortages.
No goods may be returned by the Customer without the Supplier’s express prior written consent. It is specified that products customized and configured at the customer’s request do not fall within the scope of these possible returns and will not be taken back under any circumstances, except with the supplier’s written agreement.
The Supplier shall only be liable for the cost of returning goods if an apparent defect or shortage is found by the Supplier or its agent. Only the carrier chosen by the Supplier is authorized to return the products concerned.
If, after inspection, an apparent defect or shortage is found by the Supplier or its agent, the Customer may only request the Supplier to replace the non-conforming items, repair them and/or make up for the shortages, without the Supplier being entitled to claim any compensation whatsoever or to cancel the order. Unconditional acceptance of the products ordered by the Customer covers any apparent defect and/or shortage.
Any reservations must be confirmed in accordance with the conditions set out in the present article. A complaint made by the Customer under the conditions and in accordance with the procedures described in the present article does not suspend payment by the Customer for the goods concerned. Under no circumstances can the Supplier be held liable for destruction, damage, loss or theft during transport, even if he has chosen the carrier.
The transfer of ownership of the products is suspended until full payment of the price of the products by the Customer, in principal and accessories, even in the event of payment terms being granted. Any clause to the contrary, notably included in the general terms and conditions of purchase, is deemed unwritten.
By express agreement, the Supplier may enforce its rights under the present retention of title clause, in respect of any of its claims, on all of its products in the Customer’s possession, the latter being conventionally presumed to be those unpaid, and the Supplier may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel sales in progress.
The above provisions do not prevent the transfer to the Customer of the risks of loss or deterioration of the goods subject to retention of title, as well as any damage they may cause. As long as the price has not been paid in full, the Customer must individualize the goods originating from the Supplier and not mix them with other goods of the same nature originating from other Suppliers. Failing this, the Supplier may demand immediate payment for the goods, or take back those still in stock. In the event of seizure (protective or attribution), or any other intervention by a third party on the goods, the Buyer must inform the Vendor without delay, to enable the Vendor to oppose it and preserve its rights. The Buyer further undertakes not to transform, pledge or transfer, by way of security or otherwise, the ownership of the goods, until the price of the goods in principal and accessories has been effectively and fully paid to the Vendor. In the event of resale of the products, the Customer expressly acknowledges the Supplier’s right to assert the Customer’s claim against the sub-purchaser by application of the provisions of article 2372 of the French Civil Code. Consequently, the Customer undertakes to notify the sub-purchaser, without delay, by registered letter with acknowledgement of receipt and at the Supplier’s first request, of the transfer of its rights to the benefit of the Supplier. In the event of non-fulfillment of the obligation incumbent on the Customer under the present title, a penalty clause equal to three times the amount, exclusive of tax, of the goods subject to retention of title shall be payable by the Customer.
The current price list may be revised at any time by the Supplier. Any price change will be automatically applicable on the date indicated on the new price list. The prices of the products sold are those in force on the day the order is taken and are calculated exclusive of tax. The VAT rate applicable will be that in force on the date of delivery of the goods.
They are calculated net, without discount, and payable according to the terms below.
The Supplier reserves the right to revise its prices, even during the performance of a contract, if labor, material or transport conditions change.
Unless otherwise stipulated, all orders are subject to a deposit of 50% of the price. The customer must then pay 30% of the price when the order arrives in the workshop. The balance of the price is payable in cash on the day of delivery. Except in the case of force majeure, any cancellation of the order by the Customer will not give rise to reimbursement of this deposit.
Payment can be made by cheque, bank transfer or credit card.
Any amount including VAT not paid on the due date will immediately give rise to the payment by the Customer of penalties set at three times the legal interest rate. These penalties are payable by operation of law and will be automatically debited from the Customer’s account.
In accordance with II° of article L. 441-10 and article D. 441-5 of the French Commercial Code, in the event of late payment, the Customer will be liable to pay a fixed indemnity for collection costs of 40 euros per unpaid invoice, ipso jure and without prior notice.
After unsuccessful formal notice by registered letter, the Customer also undertakes to pay, by way of compensation, a surcharge equal to 10% of the outstanding principal. During the performance of a contract, before or during deliveries, the Supplier reserves the right to demand from the Customer good and solvent security for the price of supplies made or to be made and, in the event of refusal, to terminate the contract.
The customer supplies the files required for printing. The files must comply with the specifications and technical characteristics according to the intended media and the Supplier’s recommendations, and must imperatively comply with traditional printing standards. If these conditions are not met, and if the files supplied by the Customer do not comply with the technical constraints specific to each product, the Supplier reserves the right to make any modifications necessary to ensure compliance with printing constraints, in particular if such modifications contribute to meeting the deadlines set for completion of the order. The customer is entirely responsible for the entire content of his files. The Supplier does not make any grammatical or spelling corrections. The printing of visual elements relating to characters or registered trademarks is strictly forbidden and directly incurs the customer’s liability. The Supplier undertakes only to reproduce the colors of the computer file supplied by the Customer as they appear on the production line. The colors visible on the customer’s screen are not contractual and will under no circumstances be those rendered on printed documents.
All files go through an automatic, computerized control and compliance stage via a software solution.
Under no circumstances are elements such as textual content (spelling, dates, numbers, etc.) or the general legibility of a visual (typography, colors, effects, etc.) controlled. It is the customer’s responsibility to ensure the content and legibility of his visual.
The Supplier reserves the right to refuse an order if the documents supplied by the Customer do not meet the criteria required by the printing standards.
An order refused by the Supplier does not entitle the Customer to any compensation. The Supplier reserves the right to refuse an order if the request is contrary to the company’s ethics.
By placing an order, the Customer declares that he is fully aware of the technical conditions in which his event or demonstration will take place, and of the equipment and services offered by the Supplier. The Customer therefore refrains from making any claim based on the fact that these are not suitable for the intended use, or that the design of the package proposed by the Supplier does not ensure sufficient reliability. The Customer acknowledges that the Supplier’s Service may be interdependent on other service providers or participants. In this respect, the Supplier declines all liability in the event of a delay in the performance of the Service caused by the failure or delay of a third party, regardless of the nature of the third party’s intervention. The Customer accepts that the Supplier may subcontract all or part of the design, manufacture, installation or fitting of its services or products.
The Customer shall take all necessary measures to allow timely access and circulation of personnel and vehicles on the site of the Service. The Customer undertakes to reserve sufficient space for the Supplier to install the equipment. The Customer undertakes to obtain any administrative authorization that may be required for the organization of its event and the installation of the equipment supplied by the Supplier. The Customer shall provide the Supplier with all means necessary for the performance of the services defined in the contract. The Customer shall be responsible for the consumption and subscription of energy and any fluids required for the Service. If the Customer decides to use outside handlers or its own employees to perform the Service, it must hold all administrative authorizations that may be required and undertakes to complete all administrative formalities that may be compulsory or necessary.
In the event that the Service takes place outdoors, the Customer must take all necessary steps to ensure that the Service can continue without inconvenience to the Supplier’s personnel and equipment in the event of inclement weather. If the Service has to be postponed to a later date, the Supplier will endeavor to reach an agreement with the Customer on the conditions of this postponement. In the absence of agreement, the amount of the Quotation will remain payable in full by the Customer.
The Supplier’s intervention is limited to supplying materials and personnel in accordance with the specifications of the Quotation. In the event of illness or unavailability of personnel, as well as in the event of a breakdown or technical incident, the Supplier will replace, if possible and as soon as possible, the personnel or equipment in question, without being able to incur any other obligations or liabilities. The Supplier declares that it holds all administrative authorizations that may be required to carry out the Service for which the Customer calls upon it under the Quotation. The Customer acknowledges that in the event of delays in the performance of the Service, the Supplier shall be obliged to comply, in particular, with legislation on working hours and time off for its employees, and the Customer shall be liable for the additional cost of the resources used, subject to proof from the Supplier.
The Service Provider undertakes to make every effort, in accordance with the rules of the trade, to meet its contractual obligations. Any warranty is based on the description of the Service. Under no circumstances may the Service Provider be held liable for consequential damages, which the Customer expressly acknowledges.
Consequently, the Customer shall not be entitled to claim any compensation whatsoever in respect of any indirect damage, and in particular any commercial or operating loss, which it may suffer as a result of the Service Provider’s intervention.
The Customer remains responsible for all applications for administrative authorizations, the payment of taxes, charges, copyright or other duties, and more generally for all financial risks and all commercial or civil liability incumbent on the event organizer. In this respect, it must assume all the direct or indirect consequences of the assignment of personnel and the use of equipment made available by the Supplier. Throughout the Service, and in particular until the equipment is removed by the Supplier at the end of the Customer’s event, the Customer remains responsible for any theft, total or partial, deterioration, loss or damage suffered by the equipment, including lamps and cables, and undertakes to reimburse the Supplier for the cost of repairs at workshop prices, and for the purchase of lost or irreparable equipment at the manufacturer’s or distributor’s catalog price in force at the time of replacement. The Supplier formally and strongly recommends that the Customer take out a dedicated insurance policy with a reputable company, and take all necessary steps to ensure that the place where the Service is to be provided is guarded outside the working hours of the Supplier’s personnel.
The Supplier undertakes to assign to the performance of the Services personnel with the skills required to provide the technical assistance specified in the Quotation. The Customer undertakes to take all necessary steps to ensure the safety of the Supplier’s personnel. The Customer shall ensure that the services and products for which it has contracted with the Supplier are used in accordance with legal and contractual provisions. In the event that the Customer is responsible for any loss or damage, the Customer shall indemnify the Supplier for such loss or damage.
The Supplier holds Civil Liability insurance. This is limited to the Supplier’s liability as a supplier of personnel and equipment, to the exclusion of any operating loss, cancellation or other damage which the Customer is responsible for insuring as a user. The use of transport, handling and tooling equipment, as well as the use of labour belonging to the Customer or leased to him, remains the sole responsibility of the Customer, even in the presence of the Supplier’s technician(s).
Apparent defects: The Supplier does not provide any warranty for apparent defects that may affect the contractual goods that have not been reported by the Purchaser within three (3) clear days of delivery of the products. A defect is deemed to be apparent if it can be detected by the Buyer after normal examination of the item sold. Complaints of defects existing at the time of delivery, and revealed after receipt of the products, must be made by the Customer in writing within three (3) days of the date on which he discovered the defect, accompanied by supporting documents, the Supplier reserving the right to carry out, directly or indirectly, any on-site inspection and verification. No complaint will be taken into account if it is made more than three (3) clear days after delivery of the products. In the event of apparent defects, defective parts will be replaced by the Supplier, subject to verification of the alleged defects. It is specified that products can only be guaranteed within the framework of normal use and/or in compliance with the precautions for use communicated. Defects and deterioration of the products delivered as a result of abnormal storage and/or conservation conditions at the customer’s premises, in particular in the event of an accident of any kind whatsoever, shall not entitle the customer to the warranty owed by the Supplier. It is specified that administrative authorizations for the use of delivered products remain the responsibility of the Customer and may not be the subject of a claim against the Supplier.
Warranty against hidden defects: As the Supplier’s customers are professionals, a hidden defect is defined as a manufacturing fault in the product which renders it unfit for its intended use and which could not have been detected by the Buyer prior to its use. The Supplier does not cover damage or wear resulting from special, abnormal or non-standard adaptation or assembly of its product, unless this has been carried out under its supervision. This warranty is limited to one (1) year from delivery of the contractual goods. In the event of a latent and recognized defect, the Supplier’s warranty is limited to the replacement or repair of the defective parts, to the exclusion of any compensation relating to ancillary costs such as the removal and reinstallation of materials, or damages for downtime, operating loss, loss of image or other. Under no circumstances may the Supplier be held liable beyond that of its own suppliers. The dimensions, colors and weights of certain materials, which are subject to variations inherent in their nature or manufacture, are subject to the usual tolerances.
With regard to files supplied by the Customer, any order for the reproduction of a design, model, trademark or other item protected by the French Intellectual Property Code implies that the Customer asserts the existence of a reproduction right in his favor. In this respect, the Customer guarantees that he neither infringes nor violates any industrial or intellectual property right. It is expressly agreed that the Customer, should it be otherwise, shall bear the costly consequences of any action against the Supplier that anyone may take in respect of counterfeiting, industrial property, intellectual property, trademark law, competition law, consumer law or any other related field. The Supplier reserves the right to call upon the Customer as guarantor and to claim damages for any prejudice it may have suffered as a result of a breach of the present conditions.
Any order involving creative activity on the part of the Supplier within the meaning of the French Intellectual Property Code remains his entire property. Unless expressly agreed to the contrary, all copyrights arising from the Supplier’s creations, and in particular the right of reproduction, remain the Supplier’s property. This assignment of copyright must be in writing. Such assignment can only result from a written contract, and can under no circumstances be inferred from the fact that ownership of the material support has been transferred to the Customer, or from specific remuneration for services or the order. In the absence of a special exclusivity agreement, the Supplier may again use the artistic creation it has created for the Customer’s service.
Through these general terms and conditions of sale, the Supplier will benefit from the rights and advantages attached to the status of “official supplier” and “technical event partner” under the conditions set out below. After obtaining the Customer’s written consent, the Supplier may benefit from the right to use the Customer’s trademarks, whether or not accompanied by the specific designation “Official Supplier”, in all forms of communication, promotion and advertising aimed at third parties, on all advertising and promotional documents, point-of-sale displays, advertisements in the press, radio, television, cinema, etc.
All exchanges must be written in French or accompanied by a French translation. In the event of multiple translations of the order or contract, the French version will take precedence over all others.
The applicable law is French law. It is expressly agreed that any dispute relating to the interpretation or execution of the order or contract which cannot be resolved amicably shall be settled exclusively by the Lorient Commercial Court, even in the event of multiple defendants or the introduction of third parties.
