TERMS AND CONDITIONS OF SALE - PRODUCTS

ARTICLE 1 – SUBJECT

The terms and conditions of sale herein apply to all the activities and products sold by ELPI, hereinafter referred to as “the product”. The placing of an order implies complete compliance without any reservations whatsoever on behalf of the Purchaser to the general terms and conditions of sale stipulated hereinafter, excluding any other documents such as brochures or catalogues published by the Seller which serve only the purpose of providing guidance and information. No other clause may prevail over the general terms and conditions of sale stipulated herein, without formal and written acceptance from the Seller. Any clause of a contrary nature put forth by the Purchaser shall, unless explicitly accepted, be non-enforceable against the Seller, regardless of the moment when it may have been brought to the latter’s attention.

ARTICLE 2 – PRICE

Invoices are calculated based on the prices and conditions which apply upon acknowledgement of the order, with a minimum invoice value of 200,00 €.

ARTICLE 3 – PAYMENT TERMS AND CONDITIONS

Payment net and without discount upon delivery for clients who do not have an account open with ELPI; and by bank draft 30 days end of the month following the invoice date for Purchasers who have opened an account with ELPI.

ARTICLE 4 – LATE PAYMENT

In the event of late payment, the Seller may suspend all other orders placed by the Purchaser, without limiting their other rights or remedies. Unless postponed payment has been requested by the Purchaser and authorised by ELPI, failure to pay an invoice by the due date shall result in a request for immediate settlement of the outstanding balance including late payment interest of 1.5% per month in accordance with article L441-6 of the Code du commerce. Any legal fees shall also be payable by the Purchaser. Any deterioration of the Purchaser’s creditworthiness may justify the request for guarantees or the temporary closure of the account and net payment without discount prior to executing orders received.

ARTICLE 5 – DELIVERY

In the absence of any prior written agreement, dispatch shall be carried out by a transport company. Transport and packing fees shall be invoiced based on a price list established by ELPI. It is recommended that goods be inspected upon reception in the presence of the transport company. Should any doubts arise as to the integrity of the goods, it is the responsibility of the Purchaser to make these reservations known to the transport company and to launch any legal proceedings against the latter within the legal timeframe.

ARTICLE 6 – DELIVERY TIMES

Delivery times are indicated for information purposes only; not meeting these deadlines shall not be grounds for claiming any damages or compensation nor justify cancellation of the order.

ARTICLE 7 – CANCELLATION OF THE ORDER

In the event of cancellation of the order, ELPI shall keep any partial down-payments made. Furthermore, ELPI shall invoice the amount corresponding to the progress made with the order and cost incurred for its proper execution.

ARTICLE 8 – SPECIFIC PRODUCT CHARACTERISTICS

Characteristics of the goods, descriptive notes, photographs or drawings which accompany the offers do not entail that the manufacturer is obliged to deliver products that strictly conform with the latter. ELPI retains the absolute right to carry out modifications, additions or improvements to the products in general or to specific aspects of these products which do not alter their fundamental characteristics, even after reception of the order, and cannot be held accountable for any such changes.

ARTICLE 9 - RECEPTION OF THE PRODUCT

Delivery is completed upon the handing over of documents to the client and the acknowledgment of delivery being signed by the client.
All risks, and in particular loss, theft or deterioration shall be borne by the client at the time of delivery.

ARTICLE 10 – OWNERSHIP OF THE GOODS

All goods sold remain the property of ELPI until the invoice has been paid in full and the amount has well and truly been received. Until this date and as from delivery, responsibility for any damage the goods may incur for whatever reason shall be borne by the Purchaser. The latter shall also be responsible for paying the cost of insurance. Should the goods be seized, or should any third party come to intervene relative to these goods, the Purchaser shall immediately inform the Seller so that the latter may take appropriate action. The Purchaser shall also refrain from using the goods or offering ownership of the goods as a guarantee. In the event of total or partial non-payment of an order by the due date, or in the event of the Purchaser going into receivership or liquidation, the Seller may without losing any of their rights request in a letter sent by registered post with acknowledgement of receipt the restitution of the goods, the cost and risk of which shall be borne by the Purchaser. The Seller may unilaterally and immediately draw up an inventory of unpaid goods in the possession of the Purchaser. The Purchaser shall also cover the expenses incurred by the legal departments as well as any legal fees. The Purchaser shall also be liable for payment of a compensation for loss of value of the products set at 15% of the price of the goods for each month the goods were in their possession from delivery until restitution. The latter two amounts due shall be adjusted based on any down-payments already made.

ARTICLE 11 – CLAIMS

Any product return must be the subject of a formal agreement between the Seller and Purchaser. Any product returned without this agreement shall be held on behalf of the Purchaser and shall not give rise to the granting of any credit note. Claims must be received by ELPI within 8 days of the delivery of the goods. Subsequently to this delay, no claims shall be accepted. Once this delay has expired, should the client not have addressed their claim in writing to ELPI, the client is deemed to have accepted the product.
Warranties that cover the delivered goods only apply within the framework of their intended use. Defects and damage resulting from natural wear, faulty assembly or maintenance, as well as modification of the products that was not intended or specified by the Seller are excluded from the warranty. Goods must be returned in their original packaging and as new, the cost and risks of returning the goods being borne by the Purchaser. Once the returned goods have been received and inspected, ELPI shall send the Purchaser a credit note corresponding to the amount of the original invoice, after deduction of any compensation or expenses which arise from any reconditioning work deemed necessary. This sum is credited to the account that the Purchaser has opened with ELPI.

ARTICLE 12 – FORCE MAJEURE

Wars, strikes, machines being put out of action, political and economic disruption, destruction and any other events that have an abnormal impact on the supply chain and the delivery of goods or severely modify normal procedures are considered to be cases of force majeure which lead to the termination of our commitments, as of right, and without any legal or extra-judicial formalities being required.

ARTICLE 13 - GARANTIE

The warranty period is limited to 12 months as from the equipment delivery date and cannot be extended even if the equipment remains unused during the aforementioned period. No claims will be accepted by ELPI after the 12-month period starting on the equipment delivery date has expired.
Should the equipment present a defect linked to the materials or manufacturing process during the warranty period, the Purchaser must inform ELPI immediately in writing.
ELPI’s obligations within the framework of this warranty is limited to repairing the defects in question - if possible - or to proceed with their replacement; in all cases, the Purchaser must make the faulty parts available to ELPI so that the latter may proceed with all necessary investigations and checks. The expense of returning the faulty equipment may on a case by case basis be payable by the Seller exclusively from the location of the initial delivery. Should inspection prove that the defect or damage be caused by inappropriate use of the equipment, all costs incurred by the replacement of the component in question shall be payable by the Purchaser.
Furthermore, under no circumstances shall the Seller be held liable for any damage, even indirect, entailed by improper, inappropriate or inadequate use of the equipment, or due to a lack of experience with regard to use and/or inappropriate maintenance of all or part of the equipment.
This warranty does not cover equipment or components which are subject to mechanical and heat-related wear or temperatures in excess of the maximum levels stipulated.
Under no circumstances does this warranty cover any production losses or any other direct or indirect costs. The warranty herein renders null and void any other warranty which differs from this document and which the Seller shall not be held liable for.

ARTICLE 14 - DISPUTES

Any dispute shall come under the exclusive jurisdiction of the Tribunal de Commerce de Saint Etienne (42) [Saint-Etienne commercial court], the only jurisdiction to be recognised and accepted by both parties, even in the event of plurality of defendants or introduction of a third party.