The present general terms and conditions of sale are applicable from August 1st, 2022 and they cancel and replace all previous provisions. They are valid for all products and/or services marketed by INNELEC and apply to the usual commercial exchanges as well as those carried out via Virtual Business©, Commando PDV©, EDI and any other present and future electronic mode. These conditions apply to all orders delivered to a single address and invoiced to a single account. Unless otherwise agreed in writing, our offers are valid for a period of 15 days only. These terms and conditions are an integral part of them.

The present general terms and conditions of sale are systematically sent to each Customer to enable him to place an order, and they constitute the sole basis of the commercial negotiation in accordance with article L.441-1 of the Commercial Code. They apply to all orders placed with INNELEC by the Customer. Consequently, any order placed with INNELEC necessarily implies, as an essential and determining condition, full and unreserved acceptance by the Customer of the said general terms and conditions of sale, the provisions of which shall prevail over any contrary provisions in the Customer’s terms and conditions of purchase or any other commercial document issued by the Customer. Any purchasing condition to the contrary imposed by the Customer shall therefore, in the absence of express, prior and written acceptance by INNELEC, be unenforceable against INNELEC, regardless of the time at which it may have been brought to its attention. The fact that the seller does not take advantage at a given time of any one of these general conditions of sale may not be interpreted as a waiver of the right to take advantage at a later date of any one of the said conditions. In any case, any possible modification or addition to the terms of these general sales conditions must be formalized in the annual written agreement provided for in Article L.441-7 of the French Commercial Code, specifying the obligations respectively undertaken by the parties in the context of this modification or addition.

The present general conditions of sale can be modified at any time, it being understood that any possible modification will be notified by any means including mail, email, fax, or even registered letter with acknowledgement of receipt, and will take effect within 30 days. Any modification to these terms and conditions, added in writing or deleted by way of deletion, shall be deemed null and void.

2. Opening an account

The first order of a Customer must be accompanied by the application to open an account entered on our website www.innelec.com and accompanied by a bank statement, a K-Bis extract dated imperatively less than 3 months and a copy of both sides of the passport or identity card of the Director or Manager. Each Customer will be given access to our Virtual Business © extranet on www.innelec.com in order to carry out various operations (orders, requests for returns, etc.) and to monitor his activity.

3. Validity of orders

Any order placed, regardless of the means used, shall be considered firm and final. Orders shall not be confirmed in writing by INNELEC, except at the express request of the Customer. Only the delivery of products, whether complete or partial, implies acceptance of the order by INNELEC. Products whose packaging (PCB) is indicated in the price list must be ordered in a quantity respecting the multiple of the packaging indicated; if the PCB of a product is 2, then it may only be ordered in 2, 4, 6 or 8 units, etc. Gaming furniture (desks, armchairs, etc.) and hardware (TV, screens, etc.) must be ordered separately from other products. INNELEC reserves the right to refuse orders that do not comply with these instructions. Any order cancelled without INNELEC’s consent shall result in the customer being charged at least the costs incurred, and INNELEC may still impose the obligation to execute the order. Any order cancelled with INNELEC’s consent may result in the Customer being charged for outlays and expenses incurred.

4. Pricing conditions – Invoicing

INNELEC regularly publishes price lists available on Virtual Business© which cancel and replace previous price lists. Our prices are in euros and are exclusive of tax for packaged equipment, ex warehouse (Incoterm EXW), with shipping and insurance costs being borne by the Customer, except for orders that meet the conditions for shipping

Free of charge. In the event of a request for specific packaging, which will be the subject of a quotation that must be validated by the customer before being carried out, these additional operations will give rise to invoicing. Our invoices are made according to the price in force on the day of the effective invoicing. Without prejudice to the provisions of Article L.442-6-I-12° of the French Commercial Code, our prices and discounts may be modified at any time without prior notice according to the economic conditions in force, and in particular the fluctuation of the Euro/Dollar exchange rate or any other currency, the price of raw materials (oil), or other imperatives. The prices of products coded “L” are subject to the conditions of liquidation discounts, and the products coded “S” are not subject to any discount. In accordance with the provisions of article L.441-3 of the French Commercial Code, the Customer is required to issue an invoice to INNELEC as soon as any service implemented for INNELEC’s benefit has been carried out and validated by an Application Contract. This invoice will be settled by INNELEC issuing a credit note to the customer.

In the case of New Promotional Instruments (NIP): in the event that INNELEC allocates an annual envelope dedicated to NIPs and included in the annual “Framework Agreement” or “Business Plan”, the portion used will be deducted from the amount of any rebates granted under the Special Sales Conditions. In the event of an envelope that has not been used in its entirety, under no circumstances may the Customer claim the balance under the terms of the Contract. In order to be validated, the statements of account must imperatively respect all the conditions included in the mandate contract given by INNELEC and be sent to us within 2 months following the end of the operation, otherwise they will be forfeited.

5. Terms and conditions of payment

Goods are payable to INNELEC’s head office in cash at the time of order, without discount. Payment shall be made either by credit card when the order is placed, subject to completion of the information via our secure interface in our Virtual Business© extranet, or by bank transfer received before the goods are dispatched.

Provided that there is sufficient financial evidence (balance sheet, profit and loss account and cash flow forecasts) and that sufficient funds are available from our credit insurance company, INNELEC may grant a payment period of up to 30 days net by unaccepted LCR draft. In all cases, the payment period starts from the date of issue of the invoice. For customers located in the DROM – COM, this period is taken into account at the latest from the 21st day of the invoice, or from the customs clearance of the invoice concerned if it is earlier. The discount rate, if exceptionally granted by INNELEC and applicable in the event of early payment, may be revised at any time by INNELEC subject to 30 days’ notice. Notwithstanding what has been agreed in the above-mentioned annual written agreement, INNELEC reserves the right to modify or cancel at any time and without prior notice the derogatory payment methods and deadlines and/or discount granted to the Customer in the event of a payment incident, or reduction or cancellation of the amount outstanding with our credit insurance company.

If the Customer does not contest the invoice within 15 days of the payment date shown on the invoice, the credit note or the invoice shall be deemed to have been accepted by the Customer. Except with INNELEC’s prior agreement, a dispute over part of the invoice may not under any circumstances defer its payment, nor authorize partial payment of the invoice.

Payment terms may not be delayed under any pretext whatsoever, even if it is disputed. INNELEC reserves the right to invoice the costs of unpaid bank bills (15€ per rejected LCR) generated by the recurrent rejection or without serious reason of the LCR drafts it issues. The sale, transfer, pledging or contribution to a company of the Customer’s business or equipment, legal redress or liquidation, bankruptcy, or bankruptcy, as well as if one of the payments or the acceptance of one of the drafts were not made in due time, shall authorize INNELEC, with all its rights reserved, to suspend all deliveries or to cancel all orders until full payment has been made, and to cancel any derogatory terms of payment that may have been granted to the Customer.

In addition, and in accordance with the provisions of articles L.441-3 and L.441-6 of the French Commercial Code, any total or partial failure by the Customer to meet its payment obligations or any delay shall, without any reminder being necessary, result in the automatic payment of the amount due:

– a fixed indemnity for collection costs set by decree at 40 euros

– a penalty equal to three times the legal interest rate in force on the due date.

Interest shall start to run from the date of payment shown on the invoice and shall continue to run until the day of full payment of all sums due to INNELEC. Any month started will be due in full. INNELEC shall be entitled to apply the said late payment penalties to any price reduction due to the Customer. In the event of non-payment, even partial, of a single due date for any one of the deliveries, INNELEC reserves the right to demand immediate payment of all sums owed by the Customer on any grounds whatsoever. In the event of payment by bill of exchange, failure to return the bill of exchange within 30 days shall be considered as a refusal to accept it, which shall be considered as a default in payment.
In the event of delay or total or partial non-fulfilment by the Customer of its payment obligations, INNELEC may notify the Customer by any means of the suspension of its deliveries. These provisions shall cease to have effect on full payment of invoices, the Customer then accepting the new delivery deadlines notified to it by INNELEC. In the event of notorious insolvency, of payment beyond the due date, of safeguard, recovery or judicial liquidation proceedings, INNELEC may, subject to the mandatory provisions of article L.622-13 of the Commercial Code :

– Proceed by right and without further formality, to take back the goods corresponding to the order in question and possibly to previous unpaid orders, whether or not payment is due;

– To terminate the contract in its entirety by right upon simple notice given to the Customer by registered letter with acknowledgement of receipt, without further formality and without prejudice to the exercise of all its other rights.

Any deterioration in the Customer’s credit may, at any time, justify, depending on the risks incurred, the requirement of certain payment terms and methods, cash payment of current and future orders and certain guarantees. This will be the case in particular if a transfer, lease-management, pledging or contribution of its business or some of its elements, or a change of control or structure of the Customer’s company or in the person of its manager, is likely to have an unfavourable effect on the Customer’s credit.

In application of article L.622-7 of the French Commercial Code and by express agreement, in the event of the opening of safeguard proceedings, receivership or judicial liquidation of the Customer, the amount not yet paid for invoices that the Customer may have issued in respect of services provided to INNELEC and any price reductions that may be due shall be offset against any sums still owed to INNELEC, which shall become immediately payable. If, moreover, INNELEC is obliged to contact an agent (lawyer, bailiff, etc.) to obtain payment of the sums due, it is expressly agreed that a penalty clause will be applied, calculated at the rate of 10% of the amount of the sums due by the Customer, without prejudice to interest on late payment and any damages.

5.1 Compensation

With the exception of credit notes issued by INNELEC, no debt may be offset at the sole initiative of the Customer, INNELEC’s prior written agreement being essential, regardless of any provisions to the contrary that may appear in the Customer’s purchasing conditions.

In any case, since compensation can only be applied to a claim that is certain, liquid and due, no compensation can be accepted by the Customer in the following cases

– The application of penalties of any kind that have not been discussed and accepted by
The application of penalties of any kind that have not been discussed and accepted by INNELEC

– the application of penalties of any kind which have not been discussed and accepted by INNELEC; – the rendering of a non-conforming account or which has not been validated by the issue of a credit note (see article 4 above)

– any commercial operation for which the counterparty has not been verified by INNELEC and has not resulted in the issue of a credit note.

– any commercial cooperation invoice that is not accompanied by an application contract signed by INNELEC.

Any compensation not authorized by INNELEC shall be considered as a default of payment authorizing INNELEC to refuse any new product order and to suspend current deliveries.

6. Dematerialized invoices

In accordance with Article 289 bis of the French General Tax Code, the Customer accepts without reservation to receive his invoices electronically. Consequently, the Customer expressly declares to definitively renounce to receive his invoices in paper format, and obliges himself to transmit us a specific e-mail address to receive his invoices.

7. Reservation of ownership

The goods sold shall remain the property of INNELEC until the price has been paid in full, this ownership clause being in accordance with the legal and regulatory provisions in force and, in this respect, with the provisions of order no. 2006-346 of 23 March 2006 “relating to securities”. In this respect, the remittance of a bill of exchange, a bank or postal check or any other document creating an obligation to pay does not constitute payment within the meaning of this clause. Payment shall not be considered to have been made until INNELEC has actually collected the price. If the products, which are the subject of the reservation of ownership, have been resold by the Customer, INNELEC’s claim shall automatically be transferred to the claim for the price of the products thus sold by the Customer. The Customer hereby assigns to INNELEC all claims arising from the resale of unpaid products subject to the retention of title. The Customer expressly undertakes to inform INNELEC, at its first request, of the names and addresses of sub-purchasers, as well as the amount of the price, so that INNELEC can exercise its right to claim the goods or the price of the goods both from the Customer and from the sub-purchasers. The Customer undertakes to inform any third party, in particular in the event of seizure, of the fact that the products subject to a reservation of title clause belong to INNELEC, and to inform the Vendor immediately of any seizure or similar operation.

In the event of safeguard, recovery or liquidation proceedings against the Customer, the products may be claimed, in accordance with the legal and/or regulatory provisions in force. In case of reclamation of goods, for partial or total non-payment, the products in stock will be deemed to correspond to the unpaid claims. In accordance with articles L.624-9 and L.624-16 of the French Commercial Code, and notwithstanding any clause to the contrary, the present retention of title clause is enforceable against the Customer. INNELEC is hereby authorized by the Customer, who accepts it, to draw up an inventory and/or place in escrow the unpaid products held by it. All deposits previously paid shall be retained in their entirety by INNELEC as a penalty clause.

Notwithstanding this reservation of title clause, all risks relating to the products sold shall be borne by the Customer and shall be transferred to the Customer as soon as the goods are invoiced and made available to the carriers in INNELEC’s warehouses. The Customer shall thus be held solely responsible for all risks of deterioration, loss, partial or total destruction, whatever the cause of the damage, even if it is due to an act of God or force majeure. Until full payment is made, the Customer shall not pledge the products sold under reservation of title, or use them as security. The Customer undertakes to inform any third party, in particular in the event of seizure, of the fact that the products subject to the reservation of title clause belong to INNELEC, and to inform INNELEC immediately of any seizure or similar operation.

The Customer undertakes to insure with an insurance company operating in France any stock of products in its possession or under its control for their replacement value, and shall ensure that INNELEC’s rights with regard to the said stock are indicated on the insurance policy.

8. Protection of software and other hardware

If the Customer itself (or its employees) copies, attempts to copy or reproduces all or part of the software or other material resold by INNELEC and whose trademarks or designs are registered by third parties, INNELEC shall close its account. The Customer guarantees INNELEC against any recourse due to the sale or use of products contrary to these indications.

9. Right of return

All our sales are firm and final. However, INNELEC may from time to time offer sales operations on certain products with the possibility of return. All such operations shall be subject to prior written proposals by INNELEC.

In the same way, INNELEC may sign return agreements with certain customers for certain products; in this case, a prior annual contract must be written and signed by INNELEC’s management. The non-renewal of this contract by either of the parties will result in the cessation of returns of products purchased during the year preceding the cessation of the said contract.

All return requests must be entered in the Virtual Business© interface (www.innelec.com). No return, validated by INNELEC, will be accepted after the deadline for receipt of products by INNELEC, indicated on the Return Authorization Form (RIF) sent to the Customer; this Return Authorization Form must be returned to us completed and signed, otherwise it will be refused. Parts accepted for return must be in perfect condition in their original cellophane or blister pack, carefully packaged and complete without price tags or other labels. The return of products will result in the establishment of a credit note for the amount of the products at the rate in force as indicated on our Return Authorization Form, for the benefit of the Customer to be used on future invoices. The entire cost of returning the products, including shipping costs, is the responsibility of the Customer. Any request for return which will not strictly respect these rules, could not be taken into account. Non-conforming or surplus products returned without INNELEC’s agreement shall remain at the Customer’s disposal for three months. The Customer is hereby informed that if they are not removed within this time limit, these products shall become the property of INNELEC, which may dispose of them as it sees fit, and the Customer may not claim any reimbursement, in any form whatsoever.

The procedure concerning the return of unsold goods is described in our charter SAV-22.01 (Customers in metropolitan France) and SAV-22.01-Export (Customers in DROM-COM / Export) in its current version, published separately and forming an integral part of the present. It can be revised without notice.

10. Defective goods

10.1 Procedure

Products that have been previously tested by the consumer and that present a technical defect validated by the retailer, which prevents the consumer from using them, are considered defective. The defect found for each product returned must be clearly described on the return document available on the Virtual Business © website.

The procedure concerning the return of defective products is described in our charter SAV-22.01 (Customers in metropolitan France) and SAV-22.01- Export (Customers in DROM-COM / Export) in its current version, published separately and forming an integral part of the present. It may be revised without notice.

10.2 Warranty

In its capacity as distributor, INNELEC does not provide any contractual guarantee for the products in its catalog, apart from the legal guarantee provided for in articles 1641 to 1649 of the French Civil Code. Any contractual guarantee granted by the publisher or manufacturer is only binding on the latter.

* Products whose packaging has been damaged during transport to the Customer are not defined as defective products. They must be requested in return “damaged products” separately within 3 days maximum of receipt.

11. Shipments, Deliveries, Conditions of acceptance of deliveries

11.1 Delivery costs France (except DROM-COM)

The delivery costs will be free of charge for all orders of goods deliverable at once of an amount of :
– 750 € HT for orders including game consoles
– 457 € HT for orders excluding game consoles.
Below this amount, the shipping and handling fee will be 10 € HT for orders over 152 € HT and 15 € HT for orders under 152 € HT.

11.2 Delivery costs for other destinations

For all other territories, delivery charges will be invoiced in Euros according to the geographical area and the type of delivery selected and accepted by the Customer.

11.3 Conditions of acceptance of deliveries

The Customer shall only discharge the carrier after having ensured that the delivered packages are in perfect condition. It is the responsibility of the Customer who receives the products to verify the proper execution of the transport contract and, in the negative, to take the appropriate measures to preserve any recourse against the carrier:

– If any packages are missing or arrive damaged or for any other reason of dispute: immediately and definitely establish the nature and extent of the damage at the time of receipt on the transport note.
– To confirm to the carrier and to INNELEC, at the latest within three days, not including public holidays, following receipt of the transported items, the justified protest by registered letter, required under penalty of foreclosure by article L.133-3 of the Commercial Code.

These two conditions are both absolutely necessary for the implementation of the carrier’s responsibility. Receipt of the products by the Customer shall extinguish any claim against INNELEC on the basis of an apparent defect, except for any reservations concerning their possible defectiveness, as provided for herein.

Requests for signed Transport and/or Delivery Orders shall be processed free of charge within two months of the invoice date and within the limit of five requests per month. Beyond this period, the Customer will be invoiced the sum of 15 € (excl. VAT) per Transport / Delivery Order claimed, even though it has been carried out.

* Transfer of risk: the Customer declares that it is aware that products leaving INNELEC’s warehouse travel under the responsibility of the delivering carrier: In the event of loss or damage, and in accordance with the legal provisions set out in article L 133-3 of the French Commercial Code, the Customer must express any useful reservations on delivery on the consignment note or transport voucher and confirm them within 3 days (not including public holidays) to the delivering carrier by registered letter with immediate copy to INNELEC, even in the event of a sale agreed free of charge. This applies in all cases, whether the products are delivered by one of INNELEC’s carriers or one of the Customer’s carriers. Any claim made by the Customer by telephone shall only be processed for transmission by INNELEC to the delivering carrier after being confirmed in writing within the aforementioned period of 3 days. In the absence of having formulated its reservations within the said period, the Customer shall be deemed to have received and accepted the products.
The transfer of risk occurs upon delivery of the order to the Customer or its carrier, if applicable. In the event that the customer withdraws the goods from INNELEC’s warehouses, the unreserved signing off by the customer or its carrier confirms the transfer of risk to the customer.

11.4 Delivery time

a) On the territory of Metropolitan France

For goods available in stock, deliveries are generally made by express delivery within 48 hours minimum. Orders placed before 12 noon are given priority. The delivery times indicated are purely indicative; possible delays do not give the Customer the right to cancel the sale, to refuse the goods or to claim damages.

For large-scale distribution or a company requiring appointments, the delivery time may be different depending on the appointments made. Deliveries by appointment imply specific organization and means of our carriers, and also imply an assumption of responsibility without delay on behalf of the reception of the Customer. Any wait by the driver longer than 30 minutes from the time initially scheduled during a delivery by appointment will be charged 50€ HT for each additional 30 minutes of waiting.

b) For other territories

Delivery times depend on the geographical area and the type of transport chosen and accepted by the Customer.

11.5 VAT-free export

Any Customer whose registered office is in metropolitan France and who wishes to purchase products from INNELEC free of VAT for export purposes must make a written request attached to its order, and must first provide an annual certificate of purchase free of VAT drawn up in one original copy on headed paper and duly stamped by the competent customs department. In the event of a temporary exemption, the Customer shall provide this certificate mentioning the references and the amount excluding tax of the goods stipulated on the pro forma invoice issued by INNELEC. In the case of an order placed and collected on INNELEC’s premises, the goods shall be invoiced inclusive of tax and on receipt of proof of passage through customs, INNELEC shall refund the VAT.

12. Intellectual Property

The Customer expressly acknowledges that it does not acquire, by virtue of the present contract, any right to any of the intellectual property elements that INNELEC uses, either because it is the owner of these elements or because it is authorized to do so by the owner of the said rights. These intellectual property rights include the rights attached, in particular, to distinctive signs (trademarks, logos, visuals), drawings and models, manufacturing secrets, patents and copyrights. The Customer may not mention or use – for example in the context of promotional operations – trademarks, logos, visuals or any other intellectual property rights belonging to INNELEC or that INNELEC is authorized to use, without the express, prior written authorization of the holder of these rights and solely within the framework of the present contract. INNELEC reserves the right to oppose, stop or claim compensation for any use that it considers unfair, constituting an act of commercial parasitism, contrary to its image or to an authorization it has given. In the event that, despite the prohibition contained in the present article, the Customer makes unauthorized use of intellectual property rights belonging to INNELEC or that INNELEC is authorized to use, and that such use leads a third party to take action against INNELEC, the Customer shall guarantee INNELEC against such action. Furthermore, the Customer who is aware of any infringement of an intellectual property right belonging to INNELEC or which the latter is authorized to use, shall inform INNELEC immediately by fax or e-mail, confirmed by registered letter with acknowledgement of receipt. In addition, the Customer shall inform INNELEC, as soon as it becomes aware of it, of any legal action taken against it in matters of intellectual property concerning the products sold and shall not take any action without first referring to INNELEC, which shall advise on the action to be taken, if necessary in agreement with the rights holder.

13. Limitation of liability / Penalties

No penalty of any kind whatsoever and, in this respect, no predetermined penalty that may possibly appear in the commercial documents issued by the Customer, shall be accepted by INNELEC without the latter’s prior written agreement, regardless of the reason for the penalty. INNELEC may not be held responsible for any direct or indirect prejudice that may be suffered by the Customer, in particular as a result of loss of profit and/or turnover, interruption of activity, and/or any prejudice resulting from a loss of the Customer’s business. INNELEC’s liability for any damage caused to the Customer within the framework of the contractual relations with the Customer, whatever the basis for the action brought, is limited to the amount of the price of the order paid by the Customer including the product likely to have caused the damage. In any event, INNELEC’s liability may only be incurred in the event of proven fault.

14. Acts of God or force majeure, etc..

INNELEC’s obligation to deliver products shall be suspended in the event of any fortuitous event or force majeure or any other cause that hinders the activity of the company or its suppliers, or leads to total or partial unemployment for the company or its suppliers. Such suspension shall in no way delay the Customer’s payment obligations.

15. Commercial disputes

Any dispute on the part of the Customer relating to the whole of the commercial relationship with INNELEC (invoice, service contract, mandate contract, product quality, various claims, etc.) may not be taken into account after the expiry of a period of 12 months from the occurrence of the disputed event. Beyond this period and by express derogation to the provisions referred to under Article L.110-4 of the Commercial Code, no claim or dispute may be presented and the Customer’s actions will be prescribed.

16. Jurisdiction / Applicable Law

All contractual relations between INNELEC and the Customer arising from the application of these General Terms and Conditions of Sale, and any special agreements that may be concluded, and all disputes arising therefrom, whatever their nature, shall be subject in all respects to French law, even if the products are sold to a Customer established outside French territory. The parties agree to do their utmost to resolve amicably any disagreements that may arise from the interpretation, execution or termination of commercial relations between INNELEC and the Customer. Any dispute arising from the performance of the contractual relations established between INNELEC and the Customer, as well as any acts resulting therefrom, shall be submitted to the jurisdiction of the competent courts within the jurisdiction of which INNELEC’s domicile is located, notwithstanding any incidental claim or any call for guarantees, or in the event of multiple defendants.

This jurisdiction clause shall apply even in the event of summary proceedings. INNELEC shall nevertheless have the option of bringing the matter before any other competent court, in particular that of the Customer’s registered office or that of the location of the goods delivered. Commercial bills of exchange or acceptance of payment shall not constitute a novation or derogation from the present clause.