Apply from May 1st 2024

 I - General
These terms and conditions of sale apply to any offer issued by INOVELEC INNES (hereinafter the "Seller") for, or any sale concluded by the Seller with, a customer (hereinafter the Buyer") whose registered office is located in Europe. Any order placed with the Seller shall have the acceptance by the Buyer of the present terms and conditions of sale and the waiver by the Buyer of the application of his own general conditions of purchase.

II - Subject and scope of the offer
2.1 Unless a specific offer is made by the Seller, the applicable prices are those contained in the Seller's price lists in effect at the time of placing the order.
2.2 The Seller reserves the right to make any changes at any time, including the layout, shape, colour, size or material, to the products which representations, descriptions and specifications are included in its catalogues and brochures.

III - Closing of the sale
The sales contract is valid only after express and unconditional acceptance of the order by the Seller. Any modification to this contract must be expressly accepted by the Seller.

IV - Intellectual property and confidentiality
4.1 The Seller is under no obligation required to provide its source codes, diagrams and plans for design.
4.2 Technology and know-how, patented or not, incorporated in the products as well as all industrial and intellectual property rights relating to products, are and remain the Seller's exclusive property and any information related thereto shall be considered by the Buyer as strictly confidential, including the one contained in the drawings and documents handed over to him. Consequently, the Buyer undertakes not to communicate them to any third party and undertakes to use them only for the purpose of product operation and maintenance. Any rights to manufacture or have spare parts manufactured are excluded. The conditions of use of the software and the databases are set out in the licences or manuals that accompany them.

V - Price - Terms of Payment - Taxes
5.1 Prices are stated exclusive of tax. The terms and conditions of payment are with a cash payment (proforma). Failing that, products and/or services are payable when placing the order. Considering the management costs incurred by the Seller, any sale of less than five thousand (5000) Euro, excluding VAT, will give rise to additional administrative costs of 75 € excluding taxes.

VI - Delivery - Shipping
6.1 Unless otherwise agreed, delivery shall be deemed to have been made as soon as the goods are made available to the Buyer at the Seller's warehouse (EXW Incoterm 2023).
6.2 If the Buyer does not take possession of the products on the scheduled delivery date, the sale may be automatically resolved by the Seller, without formal notice and without prejudice to any damage and interest. If the Seller does not exercise this option, the Buyer shall bear the transport, handling and storage costs of the products until he has taken possession of them.

VII - Time limits - Penalties
7.1 Delivery times are indicative, unless the Seller expressly accepts firm deadlines.
7.2 Delivery times shall run from the latest of the following dates: (I) unconditional acceptance of the order by the Seller; (II) receipt by the Seller of certain information at the expense of the Buyer which would condition the execution of the order; (III) receipt of the deposit that the Buyer had undertaken to pay him.
7.3 The Seller is automatically released from any commitment relating to deadlines in the event of force events occurring at the Seller's or its suppliers' premises that are likely to disrupt the organization or activity of the company such as, for example, lockouts, strikes, wars, embargoes, pandemic, fire, flood, tooling accident, part scrapping during manufacture, interruption or delay in the transport or supply of raw materials, energy or components, or any other event beyond the control of the Seller or its suppliers.
7.4 In the event of late delivery, where a firm deadline has been accepted and unless otherwise specified, a penalty in full discharge equal to 0.5% of the ex-works price of the products which delivery is late shall be applied for each full week of delay beyond a grace period of one week, it being specified that this penalty shall in any event not exceed 5% of the amount of this base.

VIII - Retention of title
8.1 The Seller retains ownership of the products until full payment of the price in principal and accessories.
8.2 In the event of processing or incorporation of the products, the processed products or the goods in which they are incorporated shall become the Seller's pledge until full payment of the price. The Buyer undertakes to report the existence of the retention of title to third parties to whom it would resell the products either in the same condition as they are or incorporated into a whole.
8.3 In the event of return of the products under this article, any deposits received by the Seller shall remain the property of the Seller, without prejudice to any damages that the Seller may claim.
8.4 As from delivery, the Buyer assumes all risks related to the possession, custody and/or use of the products.

IX - Packaging
The prices mentioned in the offer are for ordinary packaging. Any request by the Buyer for a type of packaging different than the one usually used by the Seller shall be subject to additional charge. Under no circumstances are the packaging taken back by the Seller.

 X - Transport - Customs
Unless otherwise specified in the order, the products are sold EX WORKS (see article 6.1). Consequently, transport, insurance and/or customs clearance operations are the responsibility of the Buyer.

XI - Environment
11.1 Disposal of Product Waste: It is the responsibility of the holder of the waste to ensure its disposal or to have it ensured. For professional electrical and electronic equipment ("EEE") covered by Directive 2002/96/EC of 27 January 2003 and Directive 2006/66/EC of 6 September 2006 and their implementing regulation resulting from it, the financing of the collection and treatment of waste from these EEEs placed on the market after 13 August 2005 is transferred to the Direct Buyer who accepts it. The Direct Buyer undertakes to ensure, on the one hand, the collection and removal of waste from the EEE objects of sale and, on the other hand, their treatment and valorization. Failure by the Buyer to comply with the obligations thus imposed on him may result in the application of sanctions, including criminal sanctions, provided for by each Member State of the European Union.
11.2 Provisions applicable to REACH chemicals:
11.2.1 For products delivered after publication of the list of substances eligible for authorization within the meaning of REACH Regulation No. 1907/2006 and the various updates, and in accordance with Article 33 para. 1 of the said Regulation, the Seller shall inform the Buyer via the transmission of an electronic document of the presence of these eligible substances at more than 0.1% by mass by mass based on total weight, to enable the said product to be used safely.
11.2.2 The seller guarantees that the substances, alone or contained in preparations or products it has incorporated for the production in question, have been used in accordance with the provisions relating to registration, authorization and restriction. The Seller shall inform the Buyer, through a revision of the document, when it becomes aware of the changes in the composition of the products/items concerned.

XII - Warranty
12.1 Defects giving rise to a warranty claim: The Seller undertakes to remedy any defect in the functioning of the products resulting from a defect in design, materials or manufacturing. This obligation does not apply in the event of a defect resulting from: maintenance not in accordance with the Seller's instructions or, in the absence of such instructions, with good engineering practice, or unsuitable storage conditions, or failure to comply with the installation and/or connection instructions. Any warranty is also excluded: for consumables and replacements or repairs resulting from normal wear and tear of the products, deterioration or accidents resulting from a lack of product monitoring or use of the products that does not comply with their destination and/or the Seller's instructions, and more generally for any incident for which the Seller is not responsible. The warranty shall not apply if modifications or additions have been made to the products by the Buyer without the express consent of the Seller.
12.2 The Seller makes no warranty in respect to the suitability of the products to achieve the objectives that the Buyer has set for itself unless these objectives have been expressly accepted by the Seller.
12.3 Duration of the warranty: The warranty applies only to defects, as described above, that have occurred within the period defined by the Seller in its product catalogue. In the absence of a mention of the guarantee period in the catalogue referred to above, the default guarantee period for the products shall be twelve (12) months from the date of their delivery in accordance with article .6.1. However, if the date of delivery of the products, as referred to above, could not be determined with certainty, the guarantee will then begin on the date of manufacture of the product, as indicated on the product concerned, for a period of fifteen (15) months. The repair, modification or replacement of parts during the warranty period may not have the effect of extending the warranty period for the products, with the exception of a defect correction made less than three (3) months before the end of the warranty period as defined in this article. In which case, the warranty on the repaired, modified or replaced product will be extended for a maximum period of three (3) months from the date of delivery to the Buyer of the repaired, modified or replaced product.
12.4 Terms of exercise of the warranty: Under this warranty, the Seller shall remedy the defects identified at its own expense, as soon as possible, and by the means it deems appropriate. The replaced parts become the property of the Seller again and must be returned to him at his first request.
12.4.1 The warranty shall be exercised at the Seller's option, either by making a new or reconditioned replacement product available to the Buyer or by repairing the product concerned in the Seller's workshops. Defective parts or products are, then, returned to the Seller at the Buyer's expense within thirty (30) days of the occurrence of the defect; the Seller shall bear the cost of transporting the replacement or repaired products. If the Buyer fails to return the product to the Seller within the above-mentioned period, the Seller shall be entitled to invoice the Buyer for the repair or replacement of the said product. Under no circumstances does the warranty cover the costs of on-site research of the defective element, disassembly and reassembly of the product in its environment.
12.4.2 In the event that, given the nature of the products, the repair must take place on site, the Seller will issue a repair quote.
12.5 Obligations of the Buyer: In order to be able to invoke the benefit of this warranty, the Buyer must notify the Seller of the defects he attributes to the products as soon as the malfunctions occurs and provide all justifications as to their existence. He must give the Seller every facility to identify and remedy to these defects; he must also refrain, unless expressly agreed by the Seller, from carrying out or having carried out the repair by a third party. The shipment of the defective product to the Seller must be subject to obtaining an RMA (Return Merchandise Authorization) number provided by the Seller after diagnosis of the malfunction.

XIII - Liability
In no event shall the Seller be liable for any indirect and/or consequential damages, such as loss of income, loss of profit or loss of production. In any event, the Seller's liability is strictly limited, regardless of the cause, object or basis of the complaint, to the amount excluding VAT of the order.

XIV - Disputes
The sale subject of these conditions and the order is governed by French law. Any dispute relating to any offer issued or sale made by the Seller, which cannot be settled amicably, shall fall within the exclusive jurisdiction of the Commercial Court of Rennes (FRANCE), including in the event of procedure for interim relief, warranty claim or multiple defendants.