The information, photos and prices are provided for information purposes only; only the details stated on the ARC (Order Confirmation Number) beginning with CCV or on quotations beginning with CDV, sent by our sales department, shall be deemed authentic.

Terms and Conditions

PREAMBLE

The placing of an order and its acceptance by our company imply the Buyer’s full and unreserved acceptance of these General Terms and Conditions of Sale and the definitive waiver of any other conflicting terms of purchase, in whatever form. No special condition may, unless formally accepted in writing by our company, take precedence over these General Terms and Conditions of Sale. Any contrary condition imposed by the Buyer shall therefore, in the absence of express acceptance, be unenforceable against our company, regardless of when it may have been brought to our attention. The fact that our company does not rely on any of these General Terms and Conditions of Sale at a given time shall not be construed as a waiver of the right to rely on any of said conditions at a later date. Our products are manufactured in accordance with European and French standards.

ARTICLE 1 – QUOTATIONS, ORDERS, PRICES

1.1 The Buyer’s orders are subject to the Seller’s written acceptance, by the issue of an Order Confirmation (OC). The Seller may, to the extent permitted by law, refuse any order or accept it in whole or in part.

1.2 The information provided on websites, in catalogues and price lists is for guidance only. The Seller may be required to amend them at any time and without notice due to technical developments or economic conditions. The definitive contractual information is that appearing on the ARC or the signed order form.

1.3 The prices listed in our various price lists are exclusive of VAT. Our prices do not include the cost of end-of-life recovery and recycling. The prices of products covered by Directive 2002/96/EC on waste electrical and electronic equipment (WEEE) are subject to an additional charge for recovery and recycling costs in accordance with the terms of the Directive.

1.4 Our quotations (beginning with CDV) are valid for one month, unless otherwise stated in the document itself, which may be due to economic conditions, availability or adverse geopolitical circumstances.

ARTICLE 2 – DELIVERY, FORCE MAJEURE

2.1 Orders may be fulfilled in one or more deliveries, at the Seller’s discretion.

2.2 Delivery times are provided for information purposes only and are not guaranteed. Delays in delivery do not entitle the Buyer to cancel the sale or refuse the goods. They shall not give rise to any withholding, compensation, penalty or damages. Unless the delay exceeds one month from the delivery date stated on the ARC.

2.3 The Seller shall not be liable for the consequences of force majeure or other events beyond its control, including: wars or hostilities, whether declared or undeclared; acts of terrorism; riots; strikes or concerted work stoppages; fires; floods and other natural disasters; contamination by radioactivity or by toxic, hazardous or polluting substances; equipment breakdowns, failures on the part of subcontractors or suppliers, disruptions to public services or to road or other transport services, without this list being exhaustive.

2.4 Deliveries are made free of charge for all orders of €800 or more (net, excluding VAT); a contribution towards delivery costs will be requested in the case of exceptional shipments (e.g. due to weight, volume, direct shipments from our suppliers, or express delivery). Shipments outside mainland France (Corsica, French overseas departments and territories, European Union, etc.) are not delivered free of charge.

2.5 Shipments of remaining stock are subject to delivery charges unless the value of the remaining stock is equal to or greater than €800 net (excluding VAT), regardless of the original value of the initial delivery. 

2.6 Even where delivery is free of charge, the Seller’s products are transported at the recipient’s own risk. In the event of missing items or damage, any claim must be made to the carrier, who is solely liable, on the delivery note at the time of delivery, and confirmed by registered letter with acknowledgement of receipt within 48 hours of delivery, with a copy to the Sender.

ARTICLE 3 - PAYMENT

3.1 Products are supplied at the price in force at the time of the order.

3.2 Prices are quoted for products in standard packaging, ex works from the Seller’s premises, unless otherwise stated, and exclude VAT.

3.3 The terms of payment (payment period, 0.5% discount, etc.) are set out in the special terms and conditions.

3.4 LATE PAYMENT PENALTIES: Any amount (including VAT) that remains unpaid by the due date stated on the invoice shall incur penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.

3.5 RETENTION OF TITLE CLAUSE: The seller retains title to the goods sold until full payment of the principal and ancillary costs has been received. In the event of failure to pay any instalment, the contract shall be automatically terminated at the seller’s discretion and the goods shall be returned without delay at the buyer’s expense and risk. These provisions shall not prevent the transfer to the buyer of the delivery, and the risks of loss and deterioration of the goods sold. The products sold may not be pledged as security to the purchaser’s personal creditors. In the event of legal proceedings by the purchaser’s personal creditors, receivership or compulsory liquidation, personal bankruptcy or insolvency, the products sold and not fully paid for may not be seized and shall under no circumstances become part of the estate of the creditors. The buyer shall be required to return them to the seller upon first request, in particular in the event of failure to deliver a bill of exchange within the stipulated time limit or failure to pay an instalment, or if an event occurs that gives rise to doubt as to the buyer’s actual or presumed solvency. The buyer undertakes to allow the identification and reclamation of the goods at any time, it being agreed that goods in stock are deemed to relate to unpaid goods. In the event of a claim, the returned products shall be deemed to be the most recent invoices and shall therefore be taken back up to the amount of the unpaid invoices. 3.6 The products are always payable to EPAGNY METZ-TESSY regardless of the method of payment. Bills of exchange or acceptance of payment shall not constitute novation or derogation from this place of payment, which determines the place of jurisdiction.

3.6 CREDIT NOTES: Credit notes issued are non-refundable and may only be used to offset future invoices.

Credit notes are valid for 12 months and are automatically deducted from subsequent invoices. More than 6 months after the credit note is issued, but within the 12-month validity period,in the event of a final credit balance, a refund may be issued upon written request from the customer, subject to the provision of supporting documentation.

This provision does not apply to cases of non-conformity or hidden defects in the products, in respect of which the purchaser’s statutory rights remain unaffected.

ARTICLE 4 – FEES, TAXES, DUTIES AND REGULATIONS

All charges, taxes and duties of any kind, whether current or future, arising from the sale, import, delivery or use of the products shall be borne by the Buyer and are not included in the sale prices.

ARTICLE 5 - WARRANTY

Our products are guaranteed for a period of twenty-four months from the date of delivery, in accordance with current legislation governing B2B (business-to-business) transactions. The Seller guarantees, in accordance with legal provisions, that the Buyer is protected against any hidden defects arising from a fault in materials, design or manufacture that affect the delivered products and render them unfit for their intended use. Any warranty is excluded in the event of misuse, impact or use contrary to the Seller’s instructions for use. Thus, the use of consumables not recommended by the brand and contrary to best practice in the field, negligence or lack of maintenance on the part of the Buyer, as well as normal wear and tear of the goods or force majeure, shall result in this exclusion.
The warranty is limited to either the replacement or repair of components recognised as defective by the Seller. The replacement of defective products or parts shall not extend the duration of the warranty set out above. All product returns must be sent to the Seller carriage and packaging paid. The following are excluded from the warranty: lamps, so-called wear parts, lamp sockets, belts, batteries, carbon brushes, mixing potentiometers, etc. Except in the case of a manufacturing defect.

Some products may come with a longer manufacturer’s warranty; this is specified for each product.

ARTICLE 6 - RECEPTION

6.1 Failure to raise any objection in writing within 48 hours of delivery of the goods shall be deemed to constitute acknowledgement of receipt and unconditional acceptance thereof.

6.2 Unless the Seller has given its prior consent, orders may not be cancelled. Furthermore, such consent would not apply to products that have been manufactured or are in the process of being manufactured. In all such cases, the Buyer will be invoiced for these products.

ARTICLE 7 – TERMINATION CLAUSE

All sales are subject to a condition subsequent. In the event of failure to pay the price in full or in part by the agreed due date, or failure to accept a bill of exchange within the stipulated time limit, the sale shall be automatically rescinded, if the seller so intends. The cancellation may be extended to all sales concluded by the Seller with the defaulting debtor which have not yet been paid. Any deposits paid shall be retained by the Seller as a penalty clause.

ARTICLE 8 – PAYABILITY

It is expressly agreed that, unless a deferral has been requested in good time and granted by the Seller, failure to pay for the goods by the agreed due date shall result in all outstanding amounts becoming immediately payable, regardless of the agreed method of payment (whether by accepted bill of exchange or otherwise).

ARTICLE 9 - SPECIAL PROVISIONS

In the event that the Seller is required to manufacture a product or carry out a study based on a Buyer’s designs and/or specifications, and such product or study constitutes an infringement of any industrial property rights belonging to a third party, the Buyer shall be liable to indemnify the Seller against any damages, penalties, costs and expenses for which the Seller may be held liable.

ARTICLE 10 – REGULATIONS CONCERNING WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT

(Decree No. 2005-829 of 20 July 2005) This Decree comes into force on 15 November 2007 in the French overseas departments, in accordance with the legislation in force (1) regarding the collection and recycling of electrical and electronic equipment covered by this Decree. Accordingly, we wish to inform you of the following provisions:

1/ Household products covered by the Directive Please note that, with effect from 15 November 2007, we – like all manufacturers and importers – will be legally obliged to charge you an eco-contribution for each product covered by the Directive. The total amount of the eco-contributions will appear at the bottom of the invoice, in addition to the price excluding VAT, as well as under each relevant product reference. This eco-contribution is not subject to any margin deduction or discount. From this date onwards, all deliveries, including back-order deliveries, will be subject to the eco-contribution for all products falling within the scope of the legislation. We would also like to remind you of your legal obligation to pass on this eco-contribution in full to your customers, who must do the same, right through to the end user.

2 / Products which, by their very nature, are considered to be for professional use ECOSYSTEM EEE Sector The unique identifier FR001377_05DTLX, certifying registration in the EEE sector’s producer register, pursuant to Article L.541-10-13 of the Environment Code, has been assigned by ADEME to EXPELEC SA (Siret code: 322 847 567 00029). This identifier certifies compliance with the obligation to register in the register of producers of Electrical and Electronic Equipment and the submission of market placement declarations to ecosystem.

• You may return to us waste from professional WEEE placed on the market after 13 August 2005, so that we can ensure it is recycled. You will be responsible for the cost of collection and return transport to our warehouses.

ARTICLE 11 – GOVERNING LAW – JURISDICTION

Any sale of goods by the seller to the buyer shall be governed by French law, to the exclusion of any other law. Any dispute or other claim arising out of or in connection with any sale covered by these terms and conditions shall be settled by the competent courts within the jurisdiction of Annecy (France), to which the parties hereby submit to the exclusive jurisdiction, even in the event of a third-party claim or multiple defendants.
These T&Cs are drafted in French. In the event of a translation, only the French version shall be deemed authentic.

ARTICLE 12 – ONLINE SALES

Any sale of EXPELEC products, whether under its own brands or its private-label brands, by a reseller via the reseller’s own online sales website, requires written authorisation from EXPELEC. Without explicit, written authorisation addressed specifically to the reseller, the reseller is not authorised to sell these products. Should EXPELEC grant its approval, all pages of the reseller’s website must be approved in writing by EXPELEC. The reseller’s website must comply with the brand image, technical specifications and visuals provided by EXPELEC. All pages featuring EXPELEC products and its own brands or distribution brands must contain a link to the company’s website: http://www.expelec.eu, in order to ensure access to the manufacturer. All sales of EXPELEC products and its own brands or distribution brands must be held in physical stock by the reseller who owns the online sales website. Any sale of EXPELEC products, including its own brands or distribution brands, by a reseller on third-party online sales websites, ‘marketplaces’ or ‘online marketplaces’ is strictly prohibited. In the event of non-compliance, EXPELEC reserves the right to freeze the account.

ARTICLE 13 – PROTECTION OF PERSONAL DATA
Personal data collected in the course of the commercial relationship (contact details, order history, etc.) is processed in accordance with the General Data Protection Regulation (GDPR) and the French Data Protection Act. EXPELEC undertakes to use this data solely for the purposes of fulfilling the contract and the commercial relationship. The Buyer has the right to access, rectify, erase and transfer their data, which they may exercise by contacting our sales department. The data is retained for a period of 3 years from the end of the commercial relationship, in order to ensure the monitoring of the product warranty.

ARTICLE 14 – CONFIDENTIALITY
The parties undertake to keep strictly confidential all technical, commercial or financial information exchanged in the course of the business relationship, unless otherwise agreed in writing in advance or required by law. This confidentiality obligation shall apply for the duration of the contract or commercial relationship and for a period of 3 years following the effective termination of that relationship.

ARTICLE 15 – TERMINATION FOR BREACH
In the event of a serious or repeated breach by either party of its obligations (e.g. late delivery, failure to comply with specifications, breach of confidentiality clauses, failure to meet payment deadlines, insults, disparagement), the aggrieved party may terminate the contract or the commercial relationship by registered letter with acknowledgement of receipt, subject to a 30-day notice period to remedy the breach.

ARTICLE 16 – NON-COMPETITION
The Buyer undertakes not to resell products purchased from EXPELEC to companies in direct competition with EXPELEC, unless prior written consent has been obtained. This clause shall apply for the duration of the contract or commercial relationship and for a period of two years following its effective termination.

ARTICLE 17 – INTELLECTUAL PROPERTY
All intellectual property rights (patents, trade marks, designs, software, etc.) relating to the products sold remain the exclusive property of EXPELEC or the brands represented. The Buyer may not reproduce, modify or use these elements for purposes other than those provided for in the contract or the commercial relationship, without prior written authorisation.

ARTICLE 18 – AMENDMENTS TO THE TERMS AND CONDITIONS
EXPELEC reserves the right to amend these Terms and Conditions at any time. Any amendments will be brought to the Buyer’s attention by any means (email, publication on the website, etc.) and will come into effect 30 days after notification. Orders currently in progress remain governed by the T&Cs in force at the time they were placed.

ARTICLE 19 – MEDIATION
In the event of a persistent dispute between the parties, they undertake to seek mediation before taking any legal action. The mediator shall be chosen by mutual agreement or, failing that, appointed by the DREETS. The costs of mediation shall be shared equally between the parties.

ARTICLE 20 – ENVIRONMENTAL COMMITMENTS
EXPELEC undertakes to comply with current environmental standards and to promote a circular economy (recycling, waste reduction, etc.). The Buyer is informed that the products may contain recycled materials and is encouraged to participate in the recycling schemes in place.

This version is given for information purposes only, only the French version is enforceable