General Terms of Sale

  1. Application and enforceability of the General Terms of Sale

These General Terms of Sale will apply from 1 January 2019 and will replace and void all prior terms and conditions. They apply to all products and/or services offered by INNELEC and apply to normal business transactions, as well as those carried out by Virtual Business©, Commando PDV©, EDI and any other electronic method either present or future. These terms and conditions will apply to any order delivered to a single address and invoiced to a single account. Unless otherwise provided in writing, our offers are valid for 15 days, and these General Terms and Conditions form an integral part of that offer. These General Terms of Sale are systematically sent out or issued to each Client so that it may place an order. These will constitute the sole basis for the business negotiation in accordance with article L.441-6 of the French Commercial Code. They apply to all orders passed to INNELEC by the Client. Therefore, and as an essential and determining term, any order passed to INNELEC will automatically imply full and unqualified assent by the Client to the General Terms of Sale, the terms of which will prevail over any terms to the contrary in the Client’s terms of purchase, including any other of the Client’s commercial documents. Any terms of purchase to the contrary proposed by the Client will, therefore, unless expressly agreed previously and in writing by INNELEC, be unenforceable against INNELEC, irrespective when the term is brought to INNELEC’s attention. The fact that the vendor does not insist upon the application of any of these General Terms of Sale at a given time may not be interpreted as a waiver of those Terms of Sale at a later time. In any event, any amendment or possible addition to these General Terms of Sale must be incorporated by annual written agreement in accordance with article L.441-7 of the French Commercial Code and must specify the respective obligations assumed by the parties within the framework of that modification or addition. These General Terms of Sale may be amended at any time, with notification of any amendment being sent by any means, including: post, email, fax, recorded delivery to be signed for, and will take effect in 30 days.

  1. Opening an account

The Client’s first order must be accompanied by a request to open an account via our website: www.innelec.com, and must be accompanied by bank details, an extract from the trade register, which must have been issued less than 3 months prior, and a double-sided copy of the passport or identification document of the director or the manager.

 

  1. Order validity

All written orders, or orders placed over the phone, will be considered firm and definitive. Orders are not subject to written confirmation from INNELEC unless expressly requested by the Client. Only the delivery of the products, either full or partial, will imply INNELEC’s acceptance of the order. INNELEC reserves the right to refuse orders if the Client fails to comply with any of their obligations and, more generally, to refuse any order that is out of the ordinary, irrespective of the reason, or made in bad faith. Any order that is voided without INNELEC’s consent will, as a minimum, incur a charge for outlays and costs incurred. INNELEC will always be entitled to enforce the order. Any order voided with INNELEC’s consent may incur a charge to the Client for the outlays and costs incurred.

 

  1. Prices – Invoicing

INNELEC regularly amends the prices available on Virtual Business©,  which void and replace any earlier prices. Our prices are non-inclusive of taxes for packaged and ex warehouse materials, shipping costs and insurance, all of which will be borne by the Client, except those orders that meet the requirements for free delivery. If specific packaging is required that is subject to a fee and that must be validated by the Client in advance, this additional operation will be invoiced. We invoice based on the price as on the day of invoice. Without prejudice to article L.442-6-I-12° of the French Commercial Code, our tariffs and rates may be amended at any time and without prior warning subject to the economic terms in force and, in particular, based on fluctuations in the euro/dollar exchange rate, the price of raw materials (oil) or other essentials. Rates for products bearing the « L » code are subject to the liquidation discount terms, and those bearing the « S » are not subject to any discount. In accordance with article L.441-3 of the French Commercial Code, the Client is liable for submitting an invoice to INNELEC for any service carried out for INNELEC’s benefit, and mandatorily validated by the application agreement. Payment of this invoice must be made by the issue of a credit by INNELEC in favour of the Client.

 

  1. Settlement terms and timeframes

Merchandise are to be paid for at INNELEC’s head offices by cash on account and without discount. The payment is to be made by credit card when the order is placed and subject to the information being completed via our secure interface on our Virtual Business© extranet, or bank transfer prior to the merchandise being shipped.

Subject to finances being proven (balance sheet, income statement and provisional cash flow) and a sufficient amount of credit agreed with our
credit-insurance, INNELEC may, in certain cases, agree for payment to be made within 30 days net. In all cases, the payment period runs from the date of issue of the invoices. For clients based in DROM – COM (Overseas France), this timeframe will run from when the invoice concerned clears at the destination port, or from the 21st day if the merchandise is made available to the client, or the client’s representative, on the mainland. Discount rates, if agreed by INNELEC on an exceptional basis and applicable to early settlement, may be revised at any time by INNELEC, providing that a minimum of 30 days’ notice is given. Notwithstanding what has been agreed in the written, annual agreement mentioned above, INNELEC reserves the right to amend or void, at any time and without prior notice, the methods and timeframes for payment and/or discounts agreed with the Client in the event of payment incident, reduction or deletion of outstanding amounts though out credit-insurance company.

In the event of failure by the Client to reply within 15 days from the date of payment indicated on the invoice, the goods or invoice will be considered accepted by the Client. Unless previously agreed with INNELEC, the response by a party to the invoice may not, under any circumstance, give rise to the postponement of settlement, nor may it authorise a partial settlement of that invoice.

The payment terms may not be delayed under any circumstance, including litigation. INNELEC reserves the right to invoice unpaid bank charges (€15 per rejected LCR) resulting from the recurrent or unjustified rejection of LCRC drafts it issues. If the Client chooses to sell, assign, use as collateral or contribute its business assets or material, restructuring or judicial liquidation, or insolvency that, if one of the payments or the acceptance of one of the drafts is not made in due time, authorise INNELEC, all its rights reserved, to suspend all deliveries or void any order until full payment has been made and to annul the amended terms of settlement that may have
been agreed with the Client. In addition, and in accordance with articles L.441-3 and L.441-6 of the French Commercial Code, failure or delay by the Client to comply with its payment obligations, either in full or in part, will give rise as of right and without the need to issue a reminder, to:

– A lump sum indemnity payment of 40 euros for recovery costs

– A penalty payment corresponding to three times the legal tax rate in force on the date the obligation fell due.

Interest will start to be accrued from the payment date on the invoice and will continue to accrue until full payment of outstanding debts payable to INNELEC has been made. Any month started will be a full month due. INNELEC will be entitled, as of right, to apply late penalties on all price reductions due to the Client. In the event of failure to make even partial payment of one of the agreed deadlines for any of the deliveries, INNELEC reserves the right to demand full and immediate payment of all amounts due by the Client, irrespective of their nature. In the event of payment by way of commercial bill, failure to return the bill within a period of 30 days will be considered refused acceptance and equivalent to payment default. In the event of delay by the Client or their failure, be it full or partial, to comply with their payment obligations, INNELEC may notify the Client using any means that their deliveries have been suspended. These provisions will cease to have effect upon full payment of the invoices. The Client agrees to accept the new delivery timeframes imposed by INNELEC. In the event of notarial insolvency, of payment after the due date, safeguard, claim, or judicial liquidation procedure, INNELEC may, in accordance with the imperative provisions of article L.622-13 of the French Commercial Code:

– Repossess, as of right and without other formalities, the merchandise corresponding to the order in question and, where applicable, to
earlier unpaid orders whether or not payment for them is due;

– Terminate the contract in its entirety as of right, simply by informing the Client of such by letter sent recorded delivery to be signed for, without the need for any other formality and without prejudice to exercising any of its other rights.

Any deterioration of the Client’s credit may, at any time, be justified based on the risk involved, the requirement for certain payment deadlines and
payment methods, ongoing settlement of current and future orders, and certain warranties. This will especially be the case in the event of
assignment, lease-management, pledge or contribution of business funds or certain elements of this, or even a change in control or structure of the
Client’s company or in CEO, all of which may have a negative effect on the Client’s credit.

In accordance with article L.622-7 of the French Commercial Code and express agreement, if a safeguard, claim or judicial liquidation procedure is
open against the Client, the unpaid amount from invoices that has not been able to be made for services rendered in INNELEC’s favour, as well as
unpaid amounts relating to price reductions that may fall due, will be compensated by way of the sums that are outstanding to INNELEC
becoming immediately enforceable. If, on the other hand, INNELEC has to apply to an agent (lawyer, bailiff, etc.) to collect the sums due, it is
expressly agreed in this contract, as a penalty clause, that a calculation of fixed amount, which may not be reduced, of 10% of the debt owed by the
Client will be payable as of right. This will apply without prejudice to late interest or to potential claims for damages or other interests.

 

5.1 Compensation

No payment will give rise to compensation based on the Client’s say so, but rather will mandatorily require INNELEC’s written, prior consent. This will be required irrespective of any provisions to the contrary that may feature in the Client’s Terms of Purchase. In any event, compensation may only be applied to a debt that is undisputed, due and enforceable. No compensation will be permitted by the Client in the event of:

– Penalties being applied, irrespective of their nature, that have not been disputed or validated by INNELEC

– Non-compliant reporting or reporting that has not been validated by INNELEC

– any commercial transaction involving a party that has not been verified by INNELEC and that took place when a settlement and/or credit was created.

– Any commercial cooperation invoice that is unaccompanied by an application agreement signed by INNELEC.

Any compensation not authorised by INNELEC will be considered as payment default, authorising INNELEC to refuse any new product order and to suspend any deliveries currently being carried out.

 

  1. Dematerialised invoices

In accordance with article 289 bis of the French General Tax Code, the Client unreservedly consents to receiving electronic invoices. As such, the Client expressly declares to definitively waive the right to receive hard copies of invoices and agrees to provide us with a specific postal [sic] address to receive these invoices.

 

  1. Retention of title

The merchandise sold will continue to be INNELEC’s property until full payment has been made. This ownership clause is compliant with the legal and regulatory provisions in force and, to this effect, with ordonnance no. 2006-346 of 23 March 2006 on taking security. As such, drafts, bank or postal cheques or any other document creating an obligation to pay will not constitute payment under this clause. Payment will only be considered made when INNELEC has received the funds. If the products that are subject to retention of title have been resold by the Client, INNELEC’s will automatically be transferred to the claim on the price of the products sold by the Client. The Client will, from that moment, assign INNELEC all titles arising from the resale of the products covered by the retention of title. Partial payments will be charged as a priority and at INNELEC’s sole choice, bet hey in relation to the most aged sale price or in relation to goods before payment, the Client expressly agrees to communicate, on first demand from INNELEC, the names and addresses of sub-purchasers, and the price amount so that INNELEC may proceed to enforce its right of claims against the products or their price, be they held by the Client or by sub-purchasers. The Client is under obligation to inform all third parties, in particular in the event of a seizure, of the fact that the products are subject to a retention of title clause in favour of INNELEC, and to inform the Seller immediately of any seizure or similar operation.

In the event of a safeguard recovery or judicial liquidation of the Client, the products may be claimed in accordance with legal provisions and/or current regulations in force. In the event the products are claimed due to partial or full non-payment, the products in stock will be considered to be unpaid receivables.

In accordance with articles L.624-9 and L.624-16 of the French Commercial Code and notwithstanding any clause to the contrary, this retention of title clause will be enforceable against the Client. INNELEC is authorised by the Client, who accepts, to take inventory and/or reclaim any unpaid for products held by the Client. Any advances paid will be retained, in their entirety, by INNELEC as penalty.

Notwithstanding this retention of title clause, any risks associated with products sold will be borne by the Client and will be transferred to the Client at the point of invoice for the products and when they are made available to the carriers at INNELEC’S warehouses. The Client will, therefore, be solely liable for all deterioration risks, loss, destruction – be it partial or whole-, irrespective of the source of the damage, even if it results from a fortuitous event or from force majeure. Until such time that full payment is made, the Client agrees to pledge or give security over the products sold by way of retention of title, or to use them as collateral. The Client agrees to inform all third parties, in particular in the event of seizure, of the fact that the products are covered by a retention of title clause in favour of INNELEC and to inform INNELEC immediately of any seizure or similar operation.

The Client agrees to insure, through an insurance company operating in France, all stock in its possession or under its control for the value of its replacement and will ensure INNELEC’s rights with regard to the stocks that are indicated in the insurance policy.

 

  1. Exclusivity

No Client may enjoy exclusivity (only France and DROM-COM-Overseas France).

 

  1. Protection of software and other materials

If the Client itself, or its employees, copies, attempts to copy, reproduce either in full or in part, or rents the software or other materials resold by INNELEC, it will automatically be struck off the list of Clients and INNELEC reserves the right to sue to reclaim any indemnification, damages and interest. The Client exonerates INNELEC from any recourse resulting from the sale or use of the products that goes against its indications.

 

  1. Returns

All sales are final and definitive. However, INNELEC may, from time to time, propose sales transactions with the possibility of return on certain products. All these transactions must, therefore, obligatorily have INNELEC’s prior written proposal.

Likewise, INNELEC may propose signing return agreements with certain clients in relation to certain products. In this case, an annual written contract must obligatorily be signed in advance by INNELEC’s Board. Failure by either of the parties to renew this contract will prevent products that have been purchased preceding the termination of the contract from being returned.

Any demands for return must be sent in writing to SAV d’INNELEC. No return, validated by INNELEC, will be accepted after the maximum date for product receipt by INNELEC, which will be indicated in the Product Return Form (Bon d’Autorisation de Retour) sent by the Client; this Product Return Form must be returned to us fully completed and signed, on penalty of being refused. The pieces that are accepted as returned must be in good condition and be in their original cellophane or bubble wrap, sealed packaging and must be the complete product without price, or similar, tickets attached (however, it is a mandatory requirement that our warranty ticket be included). The return of the products will result in the creation of a credit in the amount of the products at the rate in force as indicated in our Product Return Form, in favour of the Client for appraisal on future invoices. The entirety of the return costs and, in particular, shipping costs, will be borne by the Client. Any return not strictly observing these rules will not be considered. Non-compliant or supernumerary products that are returned without INNELEC’s agreement will be available to the Client for a period of 3 months. The Client is informed that, if not removed within this timeframe, these products will be become property of INNELEC again, which may make them available to the Client at its convenience. In this case, the Client will not be entitled to any reimbursement of any kind.

The procedure relating to unsold returns is described in our SAV-19.01 specification, in its current version edited separately, and forms an integral part of these Terms and Conditions.

 

  1. Defective merchandise

11.1 Procedure

Products that have been tested previously by the consumer and that display a technical fault that has been validated by the retailer, and that prevents the consumer from using the product will be considered defective. The fault for each product returned must be described clearly in the return document available on the Virtual Business© website.

The procedure relating to the return of defective merchandise is described in our SAV-19.01 specification, in its current version edited separately, and forms an integral part of these Terms and Conditions.

 

11.2 Warranty

As distributor, INNELEC makes no contractual warranty in relation to the products or its catalogue beyond the legal warranty stipulated in articles 1641 to 1649 of the French Civil Code (code civil). Any contractual warranty that may be agreed between the editor and the manufacturer will be between these two parties alone.

* Products with packaging that has been damaged during transportation to the Client do not fall within the scope of defective product. and must be returned stating “damaged products” separately within a maximum of 3 days from receipt.

 

  1. Shipments, deliveries, terms of acceptance of deliveries

12.1 Costs for deliveries in France (hors DROM-COM)

All deliveries will be carriage free for orders in excess of 500 euros before tax worth of merchandise readily deliverable to a single delivery point. For deliveries falling short of this amount, shipping and packaging will be charged at 10 euros before tax for orders in excess of 152 euros before tax and 15 euros before tax for orders of less than 152 euros before tax. If the Client has already reached a single order of 500 euros before tax over the course of one day, all other orders placed on that same day will be delivered without shipping costs, once these, individually, reach or exceed 152 euros before tax of deliverable products.

12.2 Costs for deliveries to other destinations

Costs for deliveries to all other territories will be invoiced in euros based on geographic location and on the type of dispatch chosen and accepted by the Client.

12.3 Terms for delivery acceptance

The Client will only discharge the carrier after having made certain that the packages have been delivered in perfect condition. The Client receiving the products will be responsible for checking the correct performance of the transportation contract and, in the event, it has not been performed correctly, to take the appropriate steps to ensure recourse against the carrier:

– If packages are either missing or damaged or there is any other reason to raise the issue: immediately and clearly make note of the nature and gravity of the damage at the time of receipt on the transport slip.

– Submit a well-grounded objection by recorded delivery to the carrier and to INNELEC within three days, excluding bank holidays, following the receipt of the transported products, as required by article L.133-3 of the French Commercial Code, under penalty of preclusion.

It is essential for both these criteria to be met in order for the carrier to be liable Receipt of the products by the Client will prevent any claim being formulated against INNELEC for apparent defects, excluding reserve for potential defects, as established in these terms and conditions. Applications for shipment and/or delivery notes will be processed free-ofcharge within a period of 3 months from the date on which they are signed, providing that not more than 5 requests are processed each month. In excess of this will be invoiced to the Client at a rate of 5 euros before tax for each shipment/delivery note at the time the request is
made.

* Transfer of risk: the Client declares that it has been informed that the products leaving INNELEC’s warehouse are being transported under the sole responsibility of the delivery carrier and the risks and perils of the Client who must, in the event of loss or damage, mandatorily and in accordance with the legal provisions of article L 133-3 of the French Commercial Code record all necessary, express reserves at the time of delivery on the delivery sip or shipment note and confirm them within 3 days (excluding bank holidays) to the delivery carrier by way of recorded delivery with signature and a copy immediately to INNELEC. This will be necessary even if the sale was agreed with free carriage. This will apply in all cases when the products are delivered by an INNELEC carrier or by one of the Client’s carriers. Any claim by the Client that is made by telephone will only be considered to have been communicated to the delivery carrier by INNELEC after having been confirmed in writing within the three days cited above. Failure to issue the reserves within this timeframe, the Client will be understood to have received and accepted the products. If the Client removes the merchandise (Removal) in INNELEC’s warehouses, the signature document will, unreservedly, constitute a transfer of risk to the Client.

12.4 Delivery period

  1. a) In Mainland France

For merchandise that is available in stock, products ordered before 17:00 will, where possible, be dispatched the same day or, if this is not possible, the next working day. Deliveries are generally by way of express delivery between 24 and 48 hours. These timeframes are intended purely as a guide and any delays will not entitle the Client to rescind the sale, refuse the merchandise or claim damages and interest.

For Bulk Distribution or when a company requires delivery by appointment, timeframes may vary depending on the appointment agreed. Timeframes for delivery by appointment are subject to organisation and specific means of our carriers, which likewise implies prompt management by the Client with regard to receipt. Any waiting by the driver longer than 30 minutes of the schedule initially planned for delivery by appointment will be charged 50€ HT for each additional 30 minutes waiting time.

  1. b) For other destinations

Delivery timeframes vary depending on geographic location and on the type of dispatch chosen and accepted by the Client.

12.5 VAT exempt exports

Any Client that has head offices in mainland France and that wishes to purchase VAT exempt products from INNELEC with a view to export must submit the request at the same time as they place their order. An annual VAT exemption purchase certificate prepared as an original on headed paper and stamped by the competent customs department must also be provided. If the Client has been given a temporary tax number, they will need to provide this statement including the references and amount before tax for the merchandise on the pro forma invoice issued by INNELEC. If an order is placed and removed from INNELEC premises, the products will be invoiced with tax included. This VAT will be refunded when INNELEC is provided with evidence of proof of passage at Customs.

 

  1. Intellectual property

The Client expressly recognises that it has not acquired, in accordance with these terms and conditions, any right over any of the elements of the intellectual property that INNELEC uses, be it as an owner or having been authorised by the owner of those rights. These intellectual property rights include the attached rights, in particular, distinctive signs (trademarks, logos, visual marks), designs and models, trade secrets, patents, as well as copyrights. The client may only state or use, for example within the context of promotional operations, the trademarks, logos, visual marks, or any other intellectual property right pertaining to INNELEC or that this is authorised to use, with the express, prior, written consent of the owner of these rights and only within the framework of these Terms and Conditions. INNELEC reserves the right to oppose, terminate or seek compensation for any usage that it considers disloyal, constitutive of commercial parasitism, contrary to its own image or to authorisation that it would have granted. If, despite the prohibition of this article, the Client makes use, without having been authorised, of the intellectual property rights pertaining to INNELEC or that this is authorised to use, and that usage facilitates a third party to take action against INNELEC, the Client will hold INNELEC harmless against this claim. As such, any client who has knowledge of a breach of an intellectual property right pertaining to INNELEC or that this is authorised to use, it must inform INNELEC immediately by fax, email or by letter sent by recorded delivery and requiring signature. In addition, the Client will inform INNELEC, as soon as it becomes aware, of any potential legal action against it in relation to intellectual property relating to the products sold and may not take any measure without having first referred to INNELEC, who will immediately advise on the follow-up measures to be taken, where applicable, with the holder of the rights.

 

  1. Limitation of Liability / Penalties

No penalty, irrespective of its nature, and, in this regard, no predetermined penalty that may feature in any commercial document issued by the Client will be accepted by INNELEC, unless INNELEC previous agrees to the contrary in writing. This applies irrespective of the reason for the penalty. INNELEC will not be liable for any direct or indirect loss that may be suffered by the Client, in particular loss of profit and/or turnover, interruption to business activity and/or any loss resulting from the Client’s loss of use. INNELEC’s liability with regard to harm to the Client, within the framework of its contractual relationship with the Client, irrespective of the grounds for the intended action, will be limited to the amount of the price paid for the order by the Client, include the product presumed to have caused the harm. In any event, INNELEC will only be liable in cases of proven fault.

 

  1. Unforeseen events, force majeure, etc..

INNELEC’s obligation to deliver the products will be suspended for any fortuitous or force majeure event, or any other event that impedes the company’s activity or the activity of its suppliers, or that causes partial or total unemployment for itself or its suppliers. This suspension will not entitle the Client to delay compliance with its payment obligations.

 

  1. Commercial disputes

Any dispute from the Client in relation to commercial relationship with INNELEC (invoice, contract for services, agency contract, product quality, sundry debts, etc.) can only be taken into consideration before a 12-month period has passed from when the disputed event took place. After that period has elapsed, and by express derogation of article L.110-4 of the French Commercial Code, no claim or dispute may be submitted, and the Client’s actions will be time barred.

 

  1. Attribution of jurisdiction / Applicable law

All contractual relations between INNELEC and the Client resulting from the application of these General Terms of Sale, and any special agreements that may be entered into, and all disputes that arise, irrespective of their nature, will be subject in all respects to French law. This will be the case even when the products are to be sold to a Client based outside of French territory. The parties agree to make every effort to resolve any disputes arising from the interpretation, performance or termination of the commercial relationship between INNELEC and the Client. Any dispute that arises from the execution of contractual relations between INNELEC and the Client, as well as the consequences of that execution, will be subject to the jurisdiction of the competent courts where INNELEC is domiciled, notwithstanding any incidental or warranty claim, or in cases where there are multiple respondents. This competence attribution clause will apply even in the event of emergency proceedings. INNELEC will, nevertheless, be entitled to refer to any other competent jurisdiction, in particular where the Client has its head office or where merchandise have been delivered. The effect of trade or acceptance of settlement will neither novation nor repeal this clause.

 

  1. Confidentiality

A confidentiality clause will apply to all information and/or documents exchanged between INNELEC and its clients, and vice versa. The parties agree to keep confidential and not to publish or make public the terms of purchase that INNELEC will have to present to them, including their existence, unless the disclosure is required by law, or has been agreed with INNELEC in writing.

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Centre d'activités de l'Ourcq
45 rue Delizy
93692 Pantin Cedex
France
Phone: +33 (0)1 48 10 55 55
Email: info@innelec.com

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