Information, photos and prices are given for information purposes only. Only the information indicated on the ARC (Acknowledgement of Receipt of Order) sent by our sales department can be considered authentic.

(Acknowledgement of Receipt of Order) sent by our sales department.

General terms and conditions of sale

PREAMBLE

The 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 renunciation of any other contradictory purchase clause, whatever its form. Unless formally accepted in writing by our company, no special conditions may take precedence over these General Terms and Conditions of Sale. Any condition to the contrary imposed by the Buyer will therefore, in the absence of express acceptance, be unenforceable against our company, regardless of the time at which it may have been brought to its attention. The fact that our company does not invoke any of these General Terms and Conditions of Sale at a given time may not be interpreted as a waiver of the right to invoke any of the said conditions at a later date. Our products are manufactured in accordance with European & French standards.

ARTICLE 1 - ORDERS, PRICES

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

1.2 The information given on the websites, catalogues and price lists is for information purposes only. The Seller may modify them at any time and without notice due to technical or economic developments.

1.3 The prices shown in our various price lists do not include VAT. Our prices do not include the cost of recovery and recycling at the end of the product's life. The prices of products covered by Directive 2002/96/EC on waste electrical and electronic equipment (WEEE) must be increased by the cost of recovery and recycling in accordance with the terms of the Directive.

1.4 Our quotations are valid for one month, with the exception of direct notification on the document which may result from unfavourable economic conditions, availability or geopolitical situations.

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 given purely as an indication and without guarantee. Delays in delivery do not give the Buyer the right to cancel the sale or refuse the products. They may not give rise to withholding, compensation, penalties or damages.

2.3 The Seller shall not be liable for the consequences of force majeure or other events beyond its control, including but not limited to: war or declared or undeclared hostilities, acts of terrorism, riots, strikes or concerted work stoppages, fires, floods and other natural disasters, contamination by radioactivity or by toxic, dangerous or polluting materials, equipment breakdowns, shortages of subcontractors or suppliers, disruptions to public services or disruptions to road or other services.

2.4 Shipments are made carriage paid for all deliveries equal to or greater than 500 euros net excluding VAT; a contribution to carriage costs will be requested in the case of shipments of an exceptional nature (weight, volume, direct shipments from our suppliers, express transport). Shipments outside mainland France (Corsica, French overseas departments and territories, European Union, ....) are not carriage paid.

2.5 Even in the case of carriage paid shipments, the Seller's products travel at the recipient's risk. In the event of shortage or damage, any complaint must be made to the carrier, who alone is responsible, on the receipt 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 the order is placed.

3.2 Prices are for products in standard packaging, ex Seller's Establishments, unless otherwise indicated, and exclusive of tax.

3.3 The terms of payment (payment period, 0.5% discount, etc.) are specified in special conditions.

3.4 Late payment penalties: any sum inclusive of tax not paid by the due date shown on the invoice will 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 ownership of the products sold until full payment of the price, both principal and accessory, has been received. In the event of non-payment of one of the instalments, the contract shall be automatically terminated at the seller's discretion and the products returned without delay at the buyer's expense and risk. These provisions do not prevent the transfer to the purchaser of the risks of loss and deterioration of the products sold. The products sold may not be pledged to the purchaser's personal creditors. In the event of legal action by the purchaser's personal creditors, receivership or compulsory liquidation, personal bankruptcy or bankruptcy, the products sold and not paid for in full may not be seized and shall under no circumstances become the pledge of the general body of creditors. The purchaser shall be obliged to return them to the seller on first request, particularly in the event of failure to deliver a bill of exchange within the stipulated period or non-payment of a due date, or if an event should occur which could cast doubt on the purchaser's actual or supposed solvency. The purchaser undertakes to allow the products to be identified and reclaimed at any time, it being agreed that the products in stock are deemed to relate to the unpaid products. In the event of a claim, the products returned will be deemed to be the last invoices, and will therefore be taken back up to the amount of the unpaid invoices. 3.6 Products are always payable to EPAGNY METZ-TESSY whatever the method of payment. Bills of exchange or acceptance of payment do not novate or derogate from this place of payment and jurisdiction.

ARTICLE 4 - CHARGES, TAXES, DUTIES, REGULATIONS

All costs, taxes and duties of any kind, present or future, due as a result of 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 - GUARANTEE

Our products are guaranteed for a period of twenty-four months from the date of delivery, in accordance with current legislation on BtoB relations. In accordance with legal provisions, the Vendor guarantees the Buyer against any hidden defect resulting from a material, design or manufacturing fault affecting the products delivered and rendering them unfit for use. Any warranty is excluded in the event of misuse, shock or use contrary to the recommendations for use made by the Seller, as well as the consumables recommended by the brand and the rules of the trade in this area, negligence or lack of maintenance on the part of the Purchaser, as well as in the event of normal wear and tear of the goods or force majeure.
The warranty is limited either to the replacement or repair of components recognised as defective by the Seller. The replacement of defective products or parts will not have the effect of extending the above-mentioned warranty period. All product returns must be sent to the Seller carriage paid and packaged. The following are excluded from the warranty: lamps, parts subject to wear and tear, lamp holders, belts, batteries, carbon brushes, mixing potentiometers, etc. .... Except in the case of an original defect.

ARTICLE 6 - ACCEPTANCE

6.1 If no complaint is made in writing within 48 hours of delivery of the products, this will be deemed to be an acknowledgement of receipt and pure and simple acceptance thereof.

6.2 Orders may not be cancelled without the Vendor's prior agreement. Moreover, this agreement may not apply to products manufactured or in the process of being manufactured. These are invoiced to the Buyer in all cases.

ARTICLE 7 - RESOLUTORY CLAUSE

All sales are concluded subject to a cancellation clause. If the price is not paid in full or in part by the agreed due date, or if a bill of exchange is not accepted on time, the sale will be cancelled ipso jure, if this is the seller's intention. The cancellation may be extended to all sales concluded by the Vendor with the defaulting debtor which have not yet been paid. Any advance payments made will be retained by the Seller as a penalty clause.

ARTICLE 8 - PAYABILITY

By express agreement and unless a deferment is requested in good time and granted by the Vendor, failure to pay for the products by the due date will result in all outstanding sums becoming immediately due and payable, regardless of the method of payment provided for (by accepted draft or otherwise).

ARTICLE 9 - SPECIAL STIPULATIONS

In the event that the Vendor is required to manufacture a product or carry out a study based on the designs and/or specifications of a Buyer and which constitutes an infringement of any industrial property right belonging to a third party, the Buyer shall be required to compensate the Vendor for any damages, penalties, costs and expenses for which the Vendor is held liable.

ARTICLE 10 - REGULATIONS CONCERNING WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT

(Decree no. 2005-829 of 20 July 2005) Comes into force on 15 November 2007 in the French Overseas Departments, in accordance with current legislation (1) concerning the collection and recycling of electrical and electronic products covered by this decree. We hereby inform you of the following provisions:

1/ Case of household products relating to the Directive We hereby inform you that from 15/11/07 we, like every producer or importer, will be legally obliged to invoice you an eco-contribution for each of the products concerned by the Directive. The total amount of the eco-contribution will appear at the bottom of the invoice, in addition to the price excluding VAT, as well as under each reference concerned. This eco-contribution will not be subject to any margin or discount. From this date, all deliveries, including deliveries of leftovers, will be subject to the eco-contribution for all products falling within the scope of the legislation. We would also remind you of your legal obligation to pass on this eco-contribution in the same way to your customers, who will have to do the same, right through to the end user.

2 /Case of products which, by their very nature, are considered to be professional ECOSYSTEM EEE sector The unique identifier FR001377_05DTLX attesting to registration in the register of producers of the EEE sector, pursuant to article L.541-10-13 of the Environment Code, has been allocated by ADEME to EXPELEC SA (Siret code: 322 847 567 00029). This identifier attests to the company's compliance with its obligation to register with the Register of Producers of Electrical and Electronic Equipment and to make its declarations of marketing to ecosystem.

- You can return professional WEEE waste placed on the market after 13 August 2005 to us for recycling. The cost of collection and return transport to our warehouses will be borne by you.

ARTICLE 11 - APPLICABLE LAW - JURISDICTION

Any sale of products 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 relating to any sale hereunder shall be settled by the competent courts in the jurisdiction of Annecy (France), to which the parties hereby declare that they have exclusive jurisdiction, even in the event of a third party claim or multiple defendants.

ARTICLE 12 - ON-LINE SALES

Any sale of EXPELEC products, its own brands or its distribution brands, by a reseller on the reseller's own online sales website, requires written authorisation from EXPELEC. Without explicit, written and nominative agreement to the reseller, marketing by this seller is not authorised. In the event of acceptance by EXPELEC, all the pages of our reseller's site must be validated by EXPELEC in writing. The reseller's site must respect the image of the brands, the technical descriptions and the visuals transmitted by EXPELEC. All pages containing EXPELEC products and its own brands or distribution brands must contain a link to the company's website; http://www.expelec.fr. Any marketing of EXPELEC products and its own brands or distribution brands must be in physical stock at the retailer owning the online sales site. Any marketing of EXPELEC's own brand or distribution products by a retailer on third party online sales websites, "market place", or "marketplace" is formally prohibited. In the event of non-compliance, EXPELEC reserves the right to freeze the account.