General terms and conditions

SCOPE OF APPLICATION :

These general conditions of sale (hereinafter the "General Conditions" or "General Sales Conditions" or "GSC") apply to any order from a professional customer (hereinafter referred to as the "Customer") or to any offer to sell from the company "Electric and Lighting Concept" otherwise referred to as "ELC" (hereinafter referred to as the "Seller" or "ELC").

They are updated regularly by ELC, and apply from their last update date at the top of the document, until their next update date by ELC, which may be necessitated by legal, commercial, financial or technical constraints. As of this update date, they cancel and replace all other conditions previously issued.

No other general condition, clause or condition modifying these GCS may be invoked against ELC.

Confirmation of an order implies full acceptance by the Customer of these GTC. Declarations, offers and descriptions made by the Vendor, published on the website or in catalogs, lists, prospectuses or other advertising media, do not constitute commitments with contractual value.

The information (including prices) contained in ELC's catalogs, sales brochures, prospectuses and websites is given as an indication only, often for a specific period, and may be revised at any time. ELC is entitled to make any changes it deems necessary. Prices quoted by ELC are valid for the period indicated on the quotation.

These GTC may be updated at any time.

OPENING AN ACCOUNT :

To open a company account, the Customer must provide ELC with the company name, contact name, department, bank details (IBAN and BIC), address, telephone number, VAT number and SIRET number.

The Customer declares that he has read the privacy policy on the https://elc-france.com/ website.

PRODUCTS

All specifications, illustrations, indications of weight, size, capacity and any other details contained in the publications are intended solely as a general description of the products and do not constitute a contractual commitment on the part of ELC.

ELC reserves the right to cease marketing any product and/or to modify the characteristics of these products at any time, without prior notice and without being able to give rise to the payment of any damages whatsoever.

In the case of special requests for customized or adapted products, it is the customer's responsibility to check that the technical characteristics of the proposed product meet the expected uses and standards in force in the country of use.

ELC cannot be held responsible for the Customer's choice of product.

ORDER :

By placing an order or accepting a quotation (by a customer representative), the customer acknowledges that he/she has read the General Terms and Conditions of Sale, and declares that he/she accepts them without restriction or reservation. The Customer waives the right to invoke its own general terms and conditions of purchase, which may not be invoked against ELC even if the latter has been made aware of them.

Orders are firm and definitive once they have been confirmed in writing by ELC, by means of an order acknowledgement, and where applicable, after payment of the agreed deposit.

If no acknowledgement of receipt is received within 10 working days of the order being sent, the order is deemed to have been refused.

ELC reserves the right to accept or reject the order and to express reservations in the following cases:

• When the Customer has already encountered payment problems (non-payment or late payment) for one (or more) previous order(s).
• When the Customer is domiciled in a country or territory in which ELC has previously granted exclusive sales rights to another professional.

Products are offered for sale subject to availability. In the event of unavailability of one or more products included in the validated order, ELC is entitled to cancel the order and reimburse the Customer, or, where possible, to offer equivalent products at an equivalent price, within the limit of available stocks.

PRICES AND TERMS OF PAYMENT

Prices are stated in Euros, exclusive of tax, on the basis of the INCOTERM referred to in the Delivery Terms article.

In the case of sales outside mainland France, the Customer is responsible for any customs duties, other local taxes, import duties, exchange rates, bank charges and/or state taxes that may be payable in the destination country. The Customer undertakes to check these aspects with the local authorities of the countries of destination of the products.

No discount is granted for early payment.

Unless otherwise agreed in the order acknowledgement, orders are paid in cash, on receipt of invoices, by bank transfer.

In the event of late payment, the Customer will incur penalties, without the need for a reminder, on the day following the payment date shown on the invoice. Any delay in payment will give rise to late payment penalties equal to three times the current legal interest rate. The Customer shall forfeit the benefit of the term and ELC may demand immediate payment of the balance of the price still due. The Customer shall reimburse all costs incurred for the collection of the sums due (in particular bailiffs, lawyers, etc.). In addition, a fixed indemnity to compensate for collection costs shall be due by operation of law from the first day of late payment. This fixed indemnity of €40 must be paid in addition to the late payment penalties. ELC reserves the right, with or without notice, to suspend the Customer's current orders until the Customer has paid the amounts due, and to repossess the equipment delivered.

DELIVERY TIMES AND TERMS

Unless otherwise stipulated, deliveries within or outside mainland France are made FCA Collection of goods at 22 ZAC CARRIERE DOREE 59310 ORCHIES (Incoterm®, ICC 2020).

Delivery times communicated by ELC to the Customer are for information purposes only. Non-compliance with the delivery time given as an indication by ELC shall not give rise to compensation. ELC will nevertheless make every effort to meet the aforementioned delivery deadlines.

Any order not collected on the scheduled collection date, or any delivery whose date is delayed due to the Customer's fault, will be stored for a period of fifteen (15) days (storage is at the Customer's risk). Storage costs will be billed to the Customer. At the end of this period, ELC reserves the right to dispose of the products sold.

For orders requiring packaging or labelling to be brought into conformity, in particular before dispatch, the delivery lead time is subject to receipt of all the technical documents and raw materials required to begin the process.

ELC cannot be held responsible in the event of damage, loss, theft or defective or damaged packages. Consequently, the Customer is invited to check the parcels on receipt and to notify any reservations to the carrier, specifying the damage in writing on the deliveryman's receipt at the time of delivery.

Any damage which has not been the subject of a reservation as specified above will be deemed to have been accepted by the Customer in accordance with Article L133-3 of the French Commercial Code. Acceptance, without reservation, covers any apparent defect and/or shortage. Under no circumstances can ELC be held responsible for any events occurring during transport.

The customer undertakes to take out an insurance policy covering the risks of loss, destruction or theft of the goods from the moment of transfer of risk.

CUSTOMS CLEARANCE - DOCUMENTS

In the event that customs operations must be carried out as part of the sale transaction, each party assumes responsibility for the customs formalities arising, in particular, from the Incoterm chosen for the sale.

For customs clearance in the country of destination, the Customer is exclusively entitled to organize, carry out and assume responsibility for customs clearance, including payment of duties, taxes and other formalities, and obtaining any permits, licenses, approvals or authorizations required for import.

Each party undertakes, at the request of the other party, to provide the latter, within the required time limit, with any authentic information which may be requested of it under the requirements of customs regulations.

In the event of customs clearance of goods benefiting from a preferential regime concluded or granted by the European Union, ELC guarantees to have taken all necessary steps within the meaning of customs regulations to ensure that all conditions for processing under the preferential regime have been met.

RETENTION OF TITLE AND TRANSFER OF RISK

Pursuant to Article 2367 et seq. of the French Civil Code, the products sold remain the property of ELC until full payment of the price and its accessories by the Customer.

Non-payment of the price, even partial, on the agreed date may result in ELC reclaiming the goods covered by the order, of which the Customer is only the custodian, until full payment has been made in accordance with statutory provisions. They will be returned at the Customer's expense and risk. This may occur at any time.

The Customer undertakes, until full payment, not to transform or incorporate the said good, nor to resell or pledge it, on pain of immediate reclamation by ELC, the costs of returning the good being borne exclusively by the Customer.

Unless otherwise specifically agreed between the parties, the transfer of risks to the Customer takes place upon delivery at the place of destination in accordance with the Incoterm defined by the parties.

In the event of delivery to a carrier, the risk of loss or damage to the product is transferred to the Customer when the product is handed over to the carrier.

UNIQUE IDENTIFIER

As a producer, ELC is subject to the principle of extended producer responsibility. In accordance with article L 541-10-13 C. of the French Environment Code, ELC is registered under numbers FR023129-062EIF and FR023129-051WY7.

INTELLECTUAL PROPERTY

The Customer shall not process the products in any way. The information and data contained in any document or information medium supplied by ELC under these GTC shall remain the exclusive property of ELC, as shall all industrial property rights (including, but not limited to, patents, trademarks, models, studies, preparatory work, methods and processes used) associated therewith.

No right, title or interest in or to the names, trademarks, trade secrets, patents, patent applications, expert opinions or other intellectual property rights relating to the products is transferred to the Customer by these GTS.

Except as expressly provided in this clause, no license is granted to the Customer, directly or indirectly, by implication, under any patent, trade secret or other intellectual property right of ELC.

The Customer shall not use the information transmitted by ELC for any purpose other than that provided for in these GTC or, as the case may be, for the installation, operation and/or maintenance of the Products.

ELC retains and shall retain full and complete ownership of all inventions, plans and processes made or developed prior to or during the performance of the GTC.

ELC reserves the right to oppose, stop or claim compensation for any use it considers unfair, constitutive of an act of commercial parasitism or contrary to its image.

The Customer agrees not to reproduce or cause to be reproduced, in whole or in part, the trademarks, designs and models or any other industrial property rights held by ELC, under penalty of prosecution, and/or to transmit to third parties any information of any kind whatsoever permitting the total or partial reproduction of these rights.

GUARANTEE

ELC guarantees that its products meet the legal and regulatory requirements of French law. In the case of orders destined for the European Union or other countries, the customer is invited to check that the products comply with the standards and regulations in force in the country of destination. In no case may ELC be held liable for non-compliance with these local regulations.

LEGAL WARRANTY FOR HIDDEN DEFECTS :

ELC is liable for hidden defects in the Product sold which render it unsuitable for its intended use, or which impair this use to such an extent that the Customer would not have purchased it, or would only have paid a lower price for it, if he had known of them (Article 1641 of the French Civil Code).

This guarantee allows the Customer, who can prove the existence of a hidden defect, to choose between reimbursement of the price of the Product if it is returned, or to keep the Product and have part of the price returned. (Article 1644 of the French Civil Code).

The action resulting from redhibitory defects must be brought by the Customer within two (2) years of the discovery of the defect. (Paragraph 1 of Article 1648 of the French Civil Code).

COMMERCIAL WARRANTY :

Only the purchase invoice issued to the Customer is valid as proof of warranty. The Products sold are guaranteed against any malfunction resulting from a defect in material, manufacture or design, for a period of one year from the invoice date, subject to proper use of the product by the Customer, and to the Customer's compliance with the manufacturer's technical recommendations.

The warranty does not cover repairs resulting from normal wear and tear, deterioration or accidents caused by negligence, lack of supervision or maintenance, faulty installation or installation that does not comply with ELC recommendations, or modifications or additions made to the Product. The warranty does not cover consumables such as light bulbs, batteries....

The warranty is limited to the repair or, at ELC's option, the replacement of the equipment recognized as defective by ELC's technical department, and shall not have the effect of extending the warranty period.

Procedure for implementing the commercial warranty: The Products must be returned, at the Customer's expense, to ELC's workshops, where they will be diagnosed by ELC's technical services.

If the Product is found to be under warranty, it will be repaired or exchanged in accordance with the terms and conditions of the manufacturer and ELC, then returned to the Customer at ELC's expense.

If the Product is found to be out of warranty, a repair estimate is drawn up and sent to the Customer by e-mail or post. No repairs will be carried out without the Customer's written agreement. Return transport of the Product will in any case be at the Customer's expense, whether or not the Customer has opted for repair.

ELC shall not be held liable for the consequences of the Product's unavailability during the repair or replacement period.

LIMITATION OF LIABILITY

ELC can only be held liable for damage that has a direct material link with the goods that are the subject of the sale. Any immaterial and/or non-consequential damage is therefore excluded.

In particular, ELC shall not be held liable in the event of :

- Non-compliance by the customer with the regulations in force in the country where the goods are delivered.

- Delay or non-performance due to force majeure.

- Intervention by a third party on the goods delivered for any reason or in any manner whatsoever (except with the express prior agreement of ELC. In the event that ELC puts the Customer in contact with a third party for a service ancillary to the sale (delivery, installation, etc.), ELC shall in no event be liable for any defects or problems resulting from this service, the third party alone being liable for its service.

In the event that ELC is held liable, the guarantee provided by ELC is limited to the amount of the order paid by the Customer, excluding VAT.

In addition, this amount may not exceed the coverage limits set out in the liability insurance policy taken out by ELC.

PROVISION OF EQUIPMENT FREE OF CHARGE

In the event that ELC provides equipment free of charge, the Customer assumes all liability under Articles 1927 et seq. of the French Civil Code. Consequently, the customer will be entirely responsible for any deterioration (other than that which is clearly due to a manufacturing defect in the equipment concerned), as well as any disappearance of the equipment, in particular loss, theft or fire.

In the event that the Customer does not own the buildings in which the equipment is to be installed, ELC may notify the owner of said buildings of this agreement.

In addition, the Customer undertakes to inform ELC immediately of any transfer of the equipment in storage away from the premises.

The Customer shall insure the equipment on deposit with a reputable and solvent company against any damage that may occur to the equipment or as a result of this equipment, in particular by fire or explosion.... and shall regularly pay the premiums corresponding to this policy. The Customer must provide proof to ELC, on request, of payment of these premiums and, if applicable, of the contract.

At the end of the rental period, the Customer must return the equipment to ELC in perfect working order and condition. In the event of deterioration, the Customer will be invoiced for the cost of repairing the equipment in accordance with ELC's general rates in force on the date of return. The cost of returning the equipment to ELC will also be charged to the Customer. ELC alone is authorized to carry out any work required on the equipment.

Products not returned in time will be invoiced to the Customer in accordance with the price list in force on the day of disposal.

PRIVACY

The Parties undertake to keep strictly confidential all information exchanged and all documents and elements produced in the context of the performance of the present contract, including but not limited to technical studies, methods, plans and documentation. This information is communicated between the Parties solely for the purpose of executing the object of the present contract. The Parties therefore undertake not to use it for any other purpose.

IMPREVISION AND FORCE MAJEURE

Article 1195 of the French Civil Code is applicable to relations between ELC and the Customer, so that if a change in circumstances unforeseeable at the time of conclusion of the contract occurs, making performance excessively onerous for a party who had not agreed to assume the risk, that party may request renegotiation of the contract from the other party. Unforeseeable changes in circumstances include a significant rise in the price of raw materials or supplies essential to the production of the product. In the event of failure to reach an agreement, the parties will, by mutual agreement, submit a request for revision or termination of the sales contract to the competent court.

In the event of force majeure, the parties cannot be held liable for non-performance or delayed performance of at least one of their respective obligations. Events beyond the control of the parties (events which they could not be required to foresee, avoid or overcome, in particular: fire, flood, war, riots, epidemics, roadblocks, production stoppages due to unforeseen breakdowns, the impossibility of being supplied with raw materials, strikes (in particular EDF-GDF, transporters, etc.) are considered as force majeure or fortuitous events.

In such circumstances, the party who establishes the situation of force majeure must notify the other party by e-mail, within 48 (forty-eight) hours of the occurrence of the events, of the impossibility of performing its obligations. As a result, the respective obligations are suspended for a period of 30 days, without this leading to the payment of damages. Should the event last for more than 30 (thirty) days from the date of occurrence, the sales contract may be terminated by the most diligent party.

PERSONAL DATA

In the absence of proof to the contrary, the data recorded in ELC's computer system constitutes proof of all transactions concluded with the Customer.

ELC collects the following personal data from the customer: first name - last name - telephone - e-mail - job title.

In accordance with the French Data Protection Act of January 6, 1978, reinforced and supplemented by the RGPD (General Data Protection Regulation) which came into force on May 25, 2018, the Customer has the right to access, rectify, oppose, delete and port all of his or her personal data at any time by writing, by post and providing proof of identity, to contact@elc-france.com

This right may be exercised in accordance with the terms and conditions set out on the https://elc-france.com/ website.

It is reminded that the personal data requested from the Customer is necessary for the processing of the order and, in particular, for the preparation of invoices.

However, this data may be communicated to any of ELC's partners responsible for executing the contract and processing and managing orders. This data will never be transferred to ELC's partners for other purposes.

The processing of personal data complies with legal requirements for the protection of personal data, and the information system used ensures optimum protection of such data.

Customers may also contact the CNIL (3 Place de Fontenoy TSA 80715,75334 PARIS CEDEX 07) to assert their rights.

JURISDICTION - APPLICABLE LAW

In the event of any dispute arising in connection with the performance hereof concerning the validity, performance or interpretation of the contract, the Parties agree to meet within 15 days of the dispute arising to attempt to reach an amicable settlement.

In the event of failure to reach an amicable settlement, any dispute relating to the application of these GTC and/or arising from any sale concluded between ELC and the Customer shall be submitted to the competent courts of the place of ELC's registered office.

CONTRACTUAL LANGUAGE

The GTC are written in French, English, German and Spanish. In the event of any contradiction or interpretation, the French version shall prevail.

Commercial documents, notices, technical data sheets from ELC or its suppliers may only be written in French. In the event that the French language cannot be understood by the Customer, the latter undertakes to contact ELC, which may propose an adaptation or translation that can be understood by the Customer.

ELECTRIC & LIGHTING CONCEPT - 22 Zac de la Carrière Dorée 59310 ORCHIES

Tel: +33 (0)320345611 - e-mail: contact@elc-france.com - Website: www.elc-france.com

S.A.S au Capital de 50.000 Euros - APE : 2740Z Siret : 49403162800030 - RCS DOUAI 494 031 628

TVA N° FR80 494 031 628