Innelec Terms and Conditions of Sale

1. Application and enforceability of the terms and conditions of sale

These general terms and conditions of sale are applicable from January 1, 2026, and they cancel and replace all previous provisions. They are valid for all products and/or services marketed by INNELEC and apply to normal commercial transactions as well as those carried out via Virtual Business©, Commando PDV©, EDI, and any other current or future electronic means. These terms and conditions apply to all orders delivered to a single address and invoiced to a single account. Unless otherwise specified in writing, INNELEC's offers are valid for a period of 15 days only. These general terms and conditions form an integral part thereof.

These general terms and conditions of sale are systematically sent to each Customer to enable them to place an order, and they constitute the sole basis for commercial negotiation in accordance with Article L.441-1 of the French Commercial Code. They apply to all orders placed with INNELEC by the Customer. Consequently, any order placed with INNELEC necessarily implies, as an essential and decisive condition, the Customer's full and unreserved acceptance of these general terms and conditions of sale, the provisions of which prevail over any contrary provisions in the Customer's terms and conditions of purchase or any other commercial document of the Customer. Any contrary terms and conditions of purchase imposed by the Customer shall therefore, in the absence of INNELEC's express prior written acceptance, be unenforceable against INNELEC, regardless of when they may have been brought to its attention. The fact that INNELEC does not invoke any of these general terms and conditions of sale at a given time shall not be interpreted as a waiver of its right to invoke any of said terms and conditions at a later date. In any event, any modification or addition to the terms of these general terms and conditions of sale must be formalized in the annual written agreement provided for in Article L.441-3 of the French Commercial Code, specifying the obligations respectively undertaken by the parties in the context of this modification or addition.

These general terms and conditions of sale are subject to change at any time, it being understood that any changes will be notified by any means, including mail, email, or even registered letter with acknowledgment of receipt, and will take effect within 30 days. Any changes to these terms and conditions, added in writing or deleted by striking them out, shall be deemed null and void. In the event of a dispute arising from the interpretation of a translation of these GTC requested by the Customer, the French version shall prevail.

2. 2. Account opening

A Customer's first order must be accompanied by an account opening request submitted on the website www.innelec.com and accompanied by bank details, a K-Bis extract dated less than 3 months ago and a copy of both sides of the passport or identity card of the Director or Manager. Each Customer will be given access to the INNELEC Virtual Business© extranet at www.innelec.com in order to carry out various operations (orders, return requests, etc.) and monitor their activity.

3. Validity of orders

All orders placed, regardless of the method used, shall be considered firm and final. Orders are not subject to written confirmation by INNELEC, unless expressly requested by the Customer. Only the delivery of the products, in full or in part, implies acceptance of the order by INNELEC. Products whose packaging (PCB) is specified in the price list must be ordered in quantities that are multiples of the specified packaging; if the PCB of a product is 2, then it can only be ordered in quantities of 2, 4, 6, or 8, etc. Gaming furniture (desks, chairs, etc.) and hardware (TVs, screens, etc.) must be ordered separately from other products. INNELEC reserves the right to refuse orders that do not comply with these instructions. Any order canceled without INNELEC's agreement will result in the Customer being charged at least the expenses and costs incurred, and INNELEC may still require the order to be fulfilled. Any order canceled with INNELEC's agreement may result in the Customer being charged the expenses and costs incurred.

4. Pricing conditions - Invoicing

INNELEC regularly publishes prices on Virtual Business©, which cancel and replace previous prices. INNELEC's prices are in euros and exclude tax for packaged equipment, ex-warehouse (Incoterm EXW), with shipping and insurance costs payable by the Customer, except for orders that meet the conditions for free shipping. In the event of a request for specific packaging, which will necessarily be subject to a quotation that must be validated by the customer before completion, these additional operations will be invoiced. Invoices are issued according to the price in effect on the date of actual invoicing. Without prejudice to the provisions of Article L.442-1 of the French Commercial Code, the prices and discounts indicated by INNELEC may be modified at any time depending on the economic conditions in force, and in particular fluctuations in the Euro/Dollar exchange rate or any other currency, the price of raw materials, transport costs, or any other economic consequences that affect the economic balance of INNELEC's commercial conditions. The prices of products coded “L” are subject to clearance sale conditions, while products coded “S” are not subject to any discounts. In accordance with the provisions of Article L.441-9 of the French Commercial Code, the Customer is required to issue INNELEC with an invoice as soon as any service provided to INNELEC has been completed and validated by an Application Contract. Payment of this invoice will be made by INNELEC issuing a credit note to the customer.

Case of New Promotional Instruments (NPI): if INNELEC allocates an annual budget dedicated to NPI and included in the “Framework Contract” or “Business Plan,” the portion used will be deducted from the amount of any rebates granted under the Special Terms and Conditions of Sale. In the event that the budget is not used in its entirety, the Customer may not under any circumstances claim the balance under the terms of the Contract. In order to be validated, accounts must comply with all the conditions set out in the mandate contract issued by INNELEC and be sent within two months of the end of the operation, failing which they will be forfeited.

5. Terms and conditions of payment

Goods are payable at INNELEC's headquarters in cash upon ordering, without discount. Payment is made either by credit card when placing the order, subject to completing the information via INNELEC's secure extranet interface, Virtual Business©, or by bank transfer received before the goods are shipped.

Subject to conclusive financial evidence (balance sheet, income statement, and cash flow projections) and sufficient credit granted by its credit insurance company, INNELEC may grant a payment term of up to 30 days net by unaccepted LCR draft. In all cases, the payment period runs from the date of issue of the invoice. For customers located in the French overseas departments and territories (DROM-COM), this period is taken into account from the 21st day of invoicing at the latest, or from the date of customs clearance of the invoice concerned if this is earlier. The discount rate, if exceptionally granted by INNELEC and applicable in the event of early payment, may be revised at any time by INNELEC subject to 30 days' notice. Notwithstanding what has been agreed in the above-mentioned annual written agreement, INNELEC reserves the right to modify or cancel at any time and without notice the exceptional payment methods and terms and/or discounts granted to the Customer in the event of a payment incident, reduction or cancellation of outstanding amounts with INNELEC's credit insurance company.

If the Customer does not contest the invoice within 15 days of the payment date shown on the invoice, the credit note or invoice shall be deemed to have been accepted by the Customer. Unless INNELEC has given its prior consent, contesting part of the invoice shall in no case defer payment or authorize partial payment thereof.

Payment terms may not be delayed under any circumstances, even in the event of a dispute. INNELEC reserves the right to charge bank charges for unpaid bills (€15 per rejected LCR) generated by the repeated or unjustified rejection of LCR bills issued by INNELEC. The sale, transfer, pledging or contribution to a company of its business or equipment by the Customer, receivership or judicial liquidation, bankruptcy, bankruptcy, as well as if any of the payments or the acceptance of any of the bills of exchange are not made on time, shall entitle INNELEC, with all rights reserved, to suspend any delivery or cancel any order until full payment has been made and to cancel any special payment terms that may have been granted to the Customer.

Furthermore, and in accordance with the provisions referred to in Articles L.441-10 and D.441-5 of the French Commercial Code, any total or partial failure by the Customer to meet its payment obligations or any delay shall automatically and without the need for a reminder give rise to the following:

5.1 Offsetting

With the exception of credits issued by INNELEC, and without prejudice to the provisions of Articles 1347 et seq. of the Civil Code, no claim may be offset at the sole initiative of the Customer, as INNELEC's prior written consent is essential for the proper maintenance of the Customer's accounts in our books, regardless of any provisions to the contrary that may appear in the Customer's terms and conditions of purchase. In any event, as compensation can only be applied to a claim that is certain, liquid and due, no compensation may be accepted by the Customer in the following cases:

Any compensation not authorized by INNELEC will be considered a default in payment, entitling INNELEC to refuse any new product orders and to suspend deliveries in progress.

6. Electronic invoices

In accordance with Article 289 bis of the French General Tax Code, the Customer unreservedly agrees to receive invoices electronically or via an EDI solution. Consequently, the Customer expressly declares that they definitively waive their right to receive invoices in paper format and undertakes to provide INNELEC with a specific email address for receiving invoices.

7. Retention of title

The goods sold shall remain the property of INNELEC until full payment of the price, this retention of title clause being in accordance with the legal and regulatory provisions in force and, as such, with the provisions of Order No. 2006-346 of March 23, 2006 “relating to securities.” In this regard, the delivery of a bill of exchange, a bank or postal check, or any other instrument creating an obligation to pay does not constitute payment within the meaning of this clause. Payment shall only be considered to have been made when the price has been actually collected by INNELEC. If the products subject to retention of title have been resold by the Customer, INNELEC's claim shall automatically be transferred to the claim for the price of the products sold by the Customer. The Customer hereby assigns to INNELEC all claims arising from the resale of unpaid products subject to retention of title. Partial payments shall be credited in priority and at INNELEC's sole discretion, either to the price of the oldest sales or to the goods before payment. The Customer expressly undertakes to provide INNELEC, upon first request, with the names and addresses of the sub-purchasers, as well as the amount of the price, so that INNELEC may exercise its right to claim the goods or the price of the goods both from the Customer and from the sub-purchasers. The Customer undertakes to inform any third party, particularly in the event of seizure, that the products subject to retention of title belong to INNELEC, and to inform INNELEC immediately of any seizure or similar operation.

In the event of safeguard, receivership, or judicial liquidation proceedings against the Customer, the products may be claimed in accordance with the legal and/or regulatory provisions in force. In the event of a claim for the goods due to partial or total non-payment, the products in stock shall be deemed to correspond to the unpaid debts. 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 is enforceable against the Customer. INNELEC is hereby authorized by the Customer, who accepts this, to draw up an inventory and/or place the unpaid products held by the Customer in escrow. Any deposits previously paid shall remain the property of INNELEC in their entirety as a penalty clause.

Until full payment has been made, the Customer shall refrain from pledging or mortgaging the products sold under retention of title, or from using them as collateral.

The Customer undertakes to insure with an insurance company operating in France any stock of products in its possession or under its control for their replacement value, and shall ensure that INNELEC's rights with regard to said stock are indicated on the insurance policy.

8. Protection of software and other materials

If the Customer (or its employees) copies, attempts to copy, or reproduces all or part of the software or other materials resold by INNELEC and whose trademarks or designs are registered by third parties, INNELEC will close the Customer's account. The Customer indemnifies INNELEC against any recourse resulting from the sale or use of products contrary to these instructions.

9. Right of return

All INNELEC sales are final and definitive. However, INNELEC may from time to time offer sales promotions on certain products with the option of return. All such sales must be accompanied by prior written proposals from INNELEC.

Similarly, INNELEC may enter into return agreements with certain Customers for certain products, which must be formalized in a prior annual contract signed by INNELEC's management. Failure by either party to renew this contract will result in the termination of returns for products purchased during the year preceding the termination of the contract.

All return requests must be entered into the Virtual Business© interface provided for this purpose (www.innelec.com). No returns approved by INNELEC will be accepted after the deadline for receipt of products by INNELEC, as indicated on the Return Authorization Form (RAF) sent to the Customer. This Return Authorization Form must be returned to INNELEC completed and signed, otherwise it will be refused. Items accepted for return must be in perfect condition in their original cellophane or blister packaging, carefully packaged and complete with no price tags or other labels. Otherwise, no credit note can be issued and, if it is possible to restore products that are unsuitable for resale, processing costs will be deducted from the corresponding credit note. Products suitable for resale will be credited at the current price as indicated on INNELEC's Return Authorization Form, to the benefit of the Customer, to be used against future invoices. All costs associated with returning the products, including shipping costs, shall be borne by the Customer. Any return request that does not strictly comply with these rules cannot be accepted. Non-compliant or surplus products returned without INNELEC's consent will remain available to the Customer for three months. The Customer is informed that if the products are not collected within this period, they will become the property of INNELEC, which may dispose of them as it sees fit, and the Customer will not be entitled to any refund of any kind.

The procedure for returning unsold items is described in INNELEC's current after-sales service charter (for customers in mainland France) and export after-sales service charter (for customers in overseas departments and territories/export), which are published separately and form an integral part of these terms and conditions. This procedure is subject to change without notice.

10. Defective goods

10.1 Procedure

Products that have been tested by the consumer and found to have a technical defect validated by the retailer, which prevents the consumer from using them, are considered defective. The defect found in each returned product must be clearly described on the return document available on the Virtual Business© website.

The procedure for returning defective products is described in INNELEC's current version of the After-Sales Service Charter (Customers in mainland France) and After-Sales Service Export Charter (Customers in overseas departments and territories/Export), published separately and forming an integral part of these terms and conditions. It is subject to change without notice.

10.2 Warranty

As a distributor, INNELEC does not provide any contractual warranty for the products in its catalog other than the legal warranty provided for in Articles 1641 to 1649 of the Civil Code. Any contractual warranty granted by the publisher or manufacturer is binding only on the latter.

* Products whose packaging has been damaged during transport to the Customer are not defined as defective products. They must be requested for return as “damaged products” separately within a maximum of 3 days of receipt.

11. Shipments, Deliveries, Conditions of Acceptance of Deliveries

The Customer is required to provide the name, email address, and telephone number of a contact person responsible for receiving the products, which will be forwarded to our carriers if necessary. The Customer may exercise their right to rectify and delete this data from INNELEC in accordance with the GDPR.

11.1 Delivery costs in France (excluding DROM-COM)

Delivery costs will be free of charge for all orders of goods that can be delivered immediately, amounting to:

11.2 Delivery costs for other destinations

For all other territories, delivery costs will be invoiced in Euros according to the geographical area and the type of delivery chosen and accepted by the Customer.

11.3 Conditions for accepting deliveries

The Customer shall only release the carrier from liability after ensuring that the packages delivered are in perfect condition. It is the responsibility of the Customer receiving the products to verify the proper execution of the transport contract and, if not, to take the appropriate measures to preserve any recourse against the carrier:

Both of these conditions are absolutely necessary for the carrier to be held liable.

11.4 Delivery time

11.5 VAT-free exports

TAny Customer with its registered office in mainland France wishing to purchase VAT-exempt products from INNELEC for export purposes must submit a written request with their order and must provide in advance an annual VAT-exempt purchase certificate, issued in one original copy on letterhead and duly stamped by the relevant customs department. In the event of a temporary exemption being granted, the Customer must provide this certificate, stating the references and the pre-tax amount of the goods specified on the pro forma invoice issued by INNELEC. In the case of an order placed and collected from INNELEC's premises, the goods will be invoiced including VAT and, upon receipt of proof of customs clearance, INNELEC will refund the VAT.

12. Intellectual property

The Customer expressly acknowledges that, under the terms of this agreement, it does not acquire any rights to any of the intellectual property used by INNELEC, either as the owner of such rights or because it is authorized to use them by the owner of said rights. These intellectual property rights include, in particular, rights attached to distinctive signs (trademarks, logos, visuals), designs and models, manufacturing secrets, patents, and copyrights. The Customer may not refer to or use—for example, in promotional campaigns—the trademarks, logos, visuals, or any other intellectual property rights belonging to INNELEC or that it is authorized to use, without the express prior written consent of the owner of these rights and solely within the framework of this Agreement. INNELEC reserves the right to oppose, cease, or seek compensation for any use that it deems unfair, constituting an act of commercial parasitism, contrary to its image, or contrary to any authorization it may have given. In the event that, despite the prohibition set forth in this article, the Customer makes unauthorized use of intellectual property rights belonging to INNELEC or that INNELEC is authorized to use, and such use leads a third party to take action against INNELEC, the Customer shall indemnify INNELEC against such action. Furthermore, any Customer who becomes aware of an infringement of an intellectual property right belonging to INNELEC or which INNELEC is authorized to use shall immediately inform INNELEC by email, confirmed by registered letter with acknowledgment of receipt. In addition, the Customer shall inform INNELEC, as soon as it becomes aware of it, of any legal action brought against it in relation to intellectual property concerning the products sold and shall not take any action without first referring the matter to INNELEC, which shall advise on the action to be taken, where appropriate in agreement with the rights holder.

13. Limitation of Liability / Penalties

No penalty of any kind whatsoever and, as such, no predetermined penalty that may appear in commercial documents issued by the Customer shall be accepted by INNELEC without its prior written consent, regardless of the reason for the penalty and notwithstanding any clauses or provisions to the contrary that may appear in purchasing conditions, listing agreements, annual business plans, logistics conditions, special agreements, or any other document issued by the Customer. Thus, no penalty, whether fixed or not, for any reason whatsoever, may be unilaterally invoiced to INNELEC or deducted from sales invoices issued by INNELEC, unless INNELEC has given its prior written consent. Any automatic debit, in any form whatsoever, by the Customer in violation of these provisions shall be considered a payment incident authorizing INNELEC to refuse any new orders, stop deliveries corresponding to current orders, and suspend the payment of rebates and other financial benefits. INNELEC shall not be held liable for any direct or indirect damage that may be suffered by the Customer, in particular due to loss of profit and/or turnover, interruption of business, and/or any damage resulting from the Customer's operating loss. INNELEC's liability for damage caused to the Customer in the context of its contractual relations with the Customer, regardless of the basis for the action brought, is limited to the amount of the order price paid by the Customer, including the product likely to have caused the damage. In any event, INNELEC shall only be liable in the event of proven fault, and only the damage actually suffered, previously demonstrated and assessed by the Customer, may give rise to compensation by INNELEC.

With regard more specifically to logistical penalties, no penalty may be charged to INNELEC for failure to fulfill its contractual commitments of a logistical nature if:

14. Fortuitous events or force majeure, etc.

INNELEC's obligation to deliver the products shall be suspended in the event of any unforeseeable circumstances or force majeure or any other cause hindering the activity of the company or its suppliers, or leading to total or partial unemployment for itself or its suppliers. This suspension shall in no way delay the Customer's payment obligations.

15. Commercial disputes

Any dispute by the Customer relating to the entire commercial relationship with INNELEC (invoice, service contract, mandate contract, product quality, various claims, etc.) cannot be taken into account after the expiry of a period of 12 months from the occurrence of the disputed event. Beyond this period, and by express derogation from the provisions of Article L.110-4 of the French Commercial Code, no claims or disputes may be submitted and the Customer's actions will be time-barred.

16. Jurisdiction / Applicable law

All contractual relations between INNELEC and the Customer arising from the application of these General Terms and Conditions of Sale, and any specific agreements that may be concluded, and all disputes arising therefrom, whatever their nature, shall be subject in all respects to French law, even if the products are sold to a Customer established outside French territory. The parties agree to do their utmost to resolve amicably any disagreements that may arise from the interpretation, performance, or termination of the commercial relations between INNELEC and the Customer.

This jurisdiction clause shall apply even in the event of summary proceedings. INNELEC shall nevertheless have the right to bring proceedings before any other competent court, in particular that of the Customer's registered office or that of the place where the goods delivered are located. Commercial paper or acceptance of payment shall not constitute novation or derogation from this clause.

17. Unique Identification Number (IDU)

In accordance with the provisions of Article R. 541-173 of the Environmental Code, it is specified that the unique identification number (“UIN”) issued by ADEME for products covered by extended producer responsibility, within the meaning of Articles L. 541-10 et seq. of the Environmental Code, marketed by INNELEC, is:

18. Confidentiality

INNELEC and the Customer acknowledge that, in the course of their business relationship, they may be entrusted with confidential information of a technical, commercial, marketing, or financial nature (innovation projects or projects of any other nature) or relating to elements to which intellectual or industrial property rights are attached. However, this list is not exhaustive. A confidentiality clause applies to all information and/or documents exchanged between INNELEC and its customers, and vice versa. The parties undertake to keep confidential and not to publish or publicly disclose the terms and conditions of purchase that INNELEC may present to them, or their existence, except where such disclosure is required by law or agreed in writing with INNELEC.

Following the entry into force of the European GDPR legislation, when opening a customer account and conducting subsequent commercial transactions, personal information (surname, first name, email address, consent, date of consent, IP address, etc.), professional and financial information (contact details, legal status, bank details, K-Bis form, etc.) etc.) is recorded in a computerized file by INNELEC to enable the display of personal information such as personalized purchase prices, turnover achieved with our company, the status of orders placed and in progress, etc. The data collected will only be communicated to the following recipients: the sales, marketing, and accounting departments, as well as our transport partners for delivery contact purposes. The data is kept for 36 months after the relationship has been inactive.

In accordance with European laws and the law of January 6, 1978 (relating to information technology, files, and civil liberties), the Customer has the right to access, rectify, restrict, transfer, and delete their personal data, as well as the right to object to its processing on legitimate grounds.

The Customer may exercise all of these rights by emailing dpo@innelec.com, or by sending a letter to Service DPO INNELEC, 45 rue Delizy, 93500 Pantin, France.

The Customer also has the right to withdraw their consent at any time and to lodge a complaint with the French Data Protection Authority (CNIL), in particular on its website www.cnil.fr. www.cnil.fr