1.1 Sales with Getelec, a French stock company, registered with Trade and Companies Register of Versailles under number B 692 050 594 RCS Versailles with its registered office located 375 Avenue Morane Saulnier, 78530 BUC, are exclusively governed by the herein general terms of sale, excluding any other documents such as leaflets, catalogues, documents issued by Getelec, which are indicative and are provided for information purposes only. The purpose of these general conditions of sale is to define the conditions under which GETELEC supplies to professional buyers who so request. In accordance with the regulations in force, these general conditions of sale are systematically communicated to any buyer (hereinafter referred to as the “Client”) who so requests, to enable him to place an order with GETELEC.
1.2 They apply without restriction or reservation to all sales concluded by Getelec to customers of the same category, regardless of the clauses that may appear in the Customer’s documents and in particular his general purchasing conditions. Consequently, placing an order with Getelec implies the entire acceptance, without reserve, of the herein general terms of sale by the Client any Client’s specific or contrary provision (deemed not valid and not effective) are expressly excluded and shall not prevail upon the herein general terms no matter the media (Client’s purchase orders, Client’s terms of purchase or any other documents issued by the Client) and when such specific or contrary provision has been brought to Getelec‘s knowledge.
2.1. Any order must be placed by writing, either email or letter, on a minimum amount of 300 Euros exclusive of tax and delivery charges.
2.2. The sales contract is only formed when the Customer’s order has been accepted by Getelec, acceptance resulting from the sending to the Customer of a written order confirmation or the start of execution of the order by Getelec. In the absence of written confirmation by Getelec within thirty (30) days of receipt of the order, the order will be deemed null and void. Getelec is only bound by offers – including telephone – made by its distributors, agents, representatives or employees after written confirmation from Getelec.
2.3. Any order accepted by Getelec are firm and definitive. Any order performed by Getelec must be honoured by the Client, which shall be bound in particular to take delivery thereof.
2.4. All changes to orders confirmed by Getelec must be made within five (5) working days. After this period, Getelec is entitled to refuse said modifications of any kind.
3.1. Getelec products are sold Ex Works Incoterms CCI 2020 in Getelec’s premises (Getelec’s head office) and are conveyed to the expenses and risks of the Client from the delivery of the products, subject to the retention of title provisions set forth in article 10 thereof, even if the shipment has been paid in advance by Getelec on behalf of the Client or if the financial offer’s price is cost “carriage paid”.
3.2. Delivery shall be completed, on the date stipulated in Getelec order’s acceptance, upon direct delivery of the ordered products to the Client in Getelec’s premises or to the carrier chosen by the Client, or failing so, by Getelec. In the event of specific requests from the Customer concerning the conditions of packaging or transport of the products ordered, duly accepted in writing by GETELEC, the costs will be the subject of a specific additional billing.
3.3. It belongs to the Client to carry out all verifications and produce all reserves to the carrier before the unloading in the event of loss or damage occurred during the course of shipment, and to confirm the same by registered letter with acknowledgement of receipt or by means of an extrajudicial instrument, within a period of three days upon receipt of the ordered products (article L. 133-3 of the French Commercial Code). The reserves that are incomplete, non-significant or unclear are not admissible. Hence, the mentions «with reserve as to unpacking » or « with reserve as to breakage » are no value. In the absence of observations or reservations expressly made by the customer upon delivery, the products and services delivered by GETELEC will be deemed to conform in quantity and quality to the order.
3.4. Getelec shall not be liable for any change in delivery time for carriers.
4.1. Getelec reserves the right to carry out partial deliveries with the corresponding partial invoices.
4.2. Unless otherwise expressly stipulated, delivery terms are provided for information only, without waranty, and depend on the possibilities of provisioning of Getelec and shipment times. These delevery terms are expressed in working days, except problem of inventory and transport, and may not in any case result in the application of penalties for late fulfilment, damages, compensation, deductions, refusal of delivery or cancellations of outstanding orders, whatever may be the reason, scope and consequences of the delay. However, if two (2) months after the indicative delivery date the ordered products were not delivered, for any other reason that a case of force majeure, either Getelec (in particular in case of inventory shortage) or the Client, may cancel the corresponding order and the Client shall be reimbursed of its down payments in value-goods excluding any other allowance or damages.
4.3. In the event that the Client does not take delivery of the ordered products at the agreed place and time, it must nonetheless comply with the contractual payment terms. In such event, the ordered products shall be stored by Getelec in a place of its choice, at the Client’s risks and expenses.
4.4. Getelec shall be released from its obligation of delivery in the event of force majeure (article 1148 Civil law), including but not limited to wars, riots, fires, strikes, accidents,pandemic, impossibility of being supplied, shortage in particular to precious metals and fuel, delays in importation or delivery and generally any direct or indirect reason hindering or interrupting the manufacture or the deliveries of Getelec or those of its suppliers. Getelec will inform the Client within a reasonable period, with the cases and events hereinabove mentionned.
4.5. In any event, delivery can occur only if the Client is up to date with any obligations with Getelec, whatever is the reason.
5.1. Upon delivery, the Client shall proceed with its standard procedure of verification including control to the quality, quantities and references of the products and their conformity with the order. The ordered products delivered in accordance with the order are delievered on a final basis and can neither be returned nor exchanged subject to the following limit.
5.2. Without prejudice to the verifications that the Client must take with respect to the carrier, the Client shall inform Getelec in writing, within a period of fifteen (15) business days as of the delivery in the event the delivered products fail to comply with the order. Otherwise, the products shall be deemed accepted and no claim for failure of compliance may be accepted by Getelec and no action or proceeding may be commenced by the Client against Getelec more than one year after delivery of the products.
5.3. The Client will provide Getelec with a description of any defects as accurately as possible and in particular, the batch number of the delivered products, documentary evidence, sample, shipment note, and parcel’s number, etc. The Client will authorise Getelec to proceed with any examination and remedy of these defects. The Client shall prevent itself from intervening directly or through a third party for this purpose.
5.4. The Client will have to obtain the authorization of Getelec prior to any return of the defective products. In no event unauthorized return of products may give right to the establishment of a credit note or to the replacement of products. The products are returned to Getelec [or made available at the address of initial delivery] into its original packaging. Return fees and risks shall be borne by the Client. The Client shall not be entitled to postpone any payment or reduce the amount due to Getelec in consideration of its claim. During the examination of the Client’s claim, Getelec reserves the right to postpone further deliveries to the Client until a satisfactory solution is found, and in that case, the original delivery date agreed will be extend for the same time.
5.5. In the event the delivered products fail to comply with the ordered products, duly recognised as defective by Getelec under the conditions described above, Getelec’s entire and sole obligation shall be to replace the defective products against return, exclusive of any other compensation, allowance or damages. In the event Getelec notices that the claim is unjustified or abusive, the repair in Client’s office will be achieve upon Client’s order and invoiced at the current hourly price.
6.1. The performances of the Getelec’s products are guaranteed only within the limits of those provided in the standards and regulations in effect in France and European Union and benefit from a contractual guarantee for a period of 1 year from the date of delivery, covering non-compliance of the products with the order and any hidden defect, resulting from a material or manufacturing defect affecting the delivered products and rendering them unfit for use. In no event shall Getelec be responsible for non-observance of the legislation of the country where the products are delivered. It belongs to the Client to verify near the local authorities the possibilities of importation or use of the ordered products. The Client is invited to refer to the description of each product to know their precise characteristics.
6.2. The Getelec’s products are sold without warranty for fitness to any specific use: that is to say that Getelec shall not be liable for any defect of its products for any use specific to the Client.
6.3. All guaranties are excluded if the defect is due to normal wear and tear, negligence, lack of surveillance, unauthorized alteration by the Client or a third party, specific use of the product without knowledge by Getelec, abnormal use, combination with supports other than those recommended or to storage or under conditions different from those for which the products were manufactured, in particular in the event of non-compliance with the conditions prescribed by Getelec and conservation conditions defective or not in conformity with the specifications of Getelec. The warranty does not apply either in the event of deterioration or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of product transformation.
6.4. Getelec’s warranty is limited to the replacement free of charge of the product or to the refund of the product in accordance with the provisions of article 5.3 and following, all other warranty is excluded. The Client is responsible for the fees for workmanship and shipment for the replacement of the product under warranty and the consumables. In order to assert this warranty, the Customer must, on pain of forfeiture of any action relating thereto, inform GETELEC, in writing, of the existence of the defects within a maximum period of 6 months from their discovery.
6.5. under no circumstances Getelec shall be held liable for any other damages than direct damages evidenced as attributed to it, subject to the following limits. Getelec disclaims any and all other warranties or representations either expressed or implied, including but not limited to any warranty of merchantability, satisfaction or fitness for particular purpose, suitability for use and performance. under no circumstances will Getelec be liable for any consequential, indirect, special, punitive or incidental damages or lost profits, whether foreseeable or unforeseeable, (including, but not limited to, material and moral damages, loss of profits, loss of clients, reduction or interruption of activity), based on the client’s claims or those of a third party and arising out of the delivered products, their use or the impossibility to use it, or to breach or failure of express or implied warranty. except for damages arising directly from gross negligence or intentional misconduct, in no event will the aggregate liability that Getelec may incur in any action or proceeding exceed the fees actually paid to Getelec by the client for the products that directly caused the damage. the herein exclusion and limitation of liability will apply to the maximum extent permitted by applicable law regardless the legal theory whether in contract, tort, warranty infringement, equity or otherwise. Finally, no claim for failure of compliance may be accepted by Getelec and no action or proceeding may be commenced by the client against Getelec more than one year after delivery of the products.
The Client expressly acknowledges having taken knowledge and to respect of the specifications provided by Getelec as regards the use, storage, maintenance and conservation of the products, and in particular those stated in the products forms. As per the characteristics of the products, the Client shall be liable for respecting these specifications. Getelec shall not be liable for the use and the setting of products sold.
8.1. Unless otherwise expressly stipulated, the products are sold at the current price upon the reception of the order. The products price may be amended by Getelec, without notice, due to the variance of the rate of precious metals. Prices are indicated (i) exclusive of taxes, (ii) net, (iii) Ex Works Incoterms CCI 2020, (iv) packaging included except special packaging to be paid by the Client upon terms and conditions agreed with Getelec. The Client shall always be in charge with the payment of the transport, invoiced in addition at the current price which shall be lesser than 30,00 Euros exclusive of taxes. The Client shall be in charge with the payment of any tax, taxes, right or insurance or other services to be paid in application to French legislations and regulations or those of an importing country or one countries of transit.
8.2. Getelec invoices the Customer as and when deliveries are made. The invoices are sent to him by electronic way (email or digital platform). Unless expressly stipulated otherwise, payments are made at the head office of Getelec, in euros, thirty (30) days – date of invoice, in accordance with the terms of payment provided for in the order confirmation by check or bank transfer. No discount, rebate, rebate or rebate is granted. At any time, Getelec may ask the Customer for the payment as well as any endorsement or guarantee deemed necessary. Payments made by the Customer will only be considered final after actual receipt of the sums due, by GETELEC, unless GETELEC expressly agrees in writing (provided that the reciprocal debts and debts are certain, liquid and payable). No compensation can be validly made between any sums due by Getelec to the customer on the one hand, and the sums due, by the latter, to GETELEC, for the purchase of said products and services on the other hand. Payment terms are decisive. It is expressly agreed between the Parties that the customer is liable for an obligation to pay under the terms of any order, and will be validly put in default by the sole exigibility of the obligation, in accordance with the provisions of article 1344 of the Civil Code.Any sum not paid when due results in the application of late interest, the rate of which is equivalent to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points, and this, from the day following the payment date indicated on the invoice. A lump sum compensation of 40 euros for recovery costs will be charged to the customer in late payment. However, when the recovery costs incurred by GETELEC are greater than the amount of this flat-rate compensation, GETELEC may request additional compensation from the Customer upon justification. Any complaints do not exempt the Customer from paying each invoice on the due date.
8.3. Late payment or absence of payment of all or part of the price on due date shall result in the entirety of the sums due by the Client to Getelec being immediately payable, even if the said sums have not fallen due yet and whatever may be the mode of payment provided for. Furthermore, in the absence of payment within 48 hours upon formal notice sent by Getelec by registered letter with acknowledgment of receipt, Getelec shall be entitled to (i) postpone any subsequent delivery or to terminate automatically and without need for a decision in justice, the corresponding order and any and all outstanding orders, whether delivered or in the course of delivery even if the payment has not fallen due yet and (ii) to require the return of the products already delivered and (iii) the refund of the shipping expenses, without prejudice to any other rights or remedies. Any expense incurred by Getelec to recover the unpaid funds or the possession of the delivered products shall be in charge of the Client. In the event Getelec continues deliveries to the Client, notwithstanding a default of payment on due date, that situation shall not be considered as a tacit acceptance of the Client’s default and shall not limit any right to Getelec for damages. In addition, any late payment or absence of payment of any invoice shall trigger a lump sum payment for recovery. This latter, distinct from the penalties and costs of rejection shall amount to 40 euros VAT included per invoice.
8.4. In any event, the sums which would be due for other deliveries, or for any other reasons, will become immediately payable if Getelec does not terminate the corresponding orders. Getelec also reserves the right to modify its terms of payment and to require satisfactory guarantees for performance of the orders received before the financial difficulties of the Client arise.
8.5. Getelec reserves the right to modify the payment terms of the customer account in the absence of an order for any period greater than or equal to one (1) year. As a result, the new payment condition requested will be payment on order for the first business.
Any rights, titles or interests in the products are the exclusive property of Getelec. The Client acknowledges that copyright and others rights concerning the intellectual and industrial property such as patents, trademarks, design, trade secret, know-how, ideas, concepts and inventions, any interest, covered or not, by the applicable law, concerning the Getelec’s products including but not limited to, any modifications, adaptations, improvements, amendments, updates or new version, derivative works and evolution, are owned by Getelec, anytime. In the vent suggestions, concepts and evolution are suggested by the Client to Getelec and incorporated in the products, the Client hereby agrees and acknowledges that Getelec shall be the owner of any right, title or interest in such suggestions, concepts and evolution. The Client undertakes to keep all trademarks or distinctive signs of Getelec on the products and to refrain from any behavior which would result in depriving Getelec of its intellectual patrimony. The terms “sell”, “purchase, “sale” or “purchase” mean the right for the Client to be supplied with and use Getelec’s products without implying any transfer of Getelec’s intellectual and industrial property rights that Getelec owns on its products.
The transfer of title to the products is subject to the full payment of the corresponding invoice by the client on the due date. Thereof, and up to the full payment, the Client undertakes to neither transform, nor integrate the products, nor sell out or pledge the products, and to take due care to the conservation of the products, in particular to cover them with proper insurance against any risks, as soon as they are at disposal. In the event of non-payment on due date, Getelec also reserves the right to claim for the possession of delivered unpaid products which are expressly submitted to this “retention of title” clause. The transfer of title to the delivered products shall not imply the transfer of Getelec’s intellectual and industrial property rights that remains Getelec property at all time.
The sales concluded with Getelec are governed by french law excluding the convention of vienna concerning the international sale of goods and the rules related to conflicts of law or jurisdictions. any dispute arising out or in connection with these general terms of sale, the execution, the interpretation, the enforcement or the termination of the contract shall be submitted to the jurisdiction of the commercial court of Versailles, notwithstanding any summary proceedings or warranty appeal or petition or plurality of defenders and any competent jurisdiction clauses that may exist on the documents of the client.
12.1. This document constitutes the entire agreement between Getelec and the Client as per its order.
12.2. Failure or delay on the part of Getelec to exercise or enforce any right or remedy under this general terms shall not operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude any other future exercise or enforcement by Getelec of any other right or remedy under these general terms.
12.3. If any provision contained herein is held to be invalid, unenforceable or illegal to any extent, in application to a law, a rule or after a definitive decision of competent jurisdiction, these general terms and all its other clauses shall continue with full force and effect. In the event the litigious clause has a substantial characteristic to Getelec and Getelec would not have contracted with the Client without this clause, the contract between Getelec and the Client shall terminate at the extinction of this clause.
12.4. In the event of a change in unforeseeable circumstances during the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the party who has not agreed to assume a risk of excessively onerous performance may request a renegotiation of the contract. to its co-contracting party. However, if the change in unforeseeable circumstances at the time of the conclusion of the contract were final or lasted beyond 6 months, these would be purely and simply resolved.
12.5. By express derogation from the provisions of Article 1222 of the Civil Code, in the event of failure by either party to fulfill its obligations, the party victim of the default may not enforce the obligation itself by a third party, at the expense of the defaulting party. The obligee may, however, seek termination of the contract in court.
12.6. GETELEC is exempt from any commitment vis-à-vis the customer in the event of a circumstance beyond its control, even not comparable to a case of force majeure defined by the jurisprudence of French courts, and in particular: strike, lock-out occurring in our company, with our sellers or our suppliers, in the event of fire, flood, prolonged frost, operating or manufacturing accident in our company or with our sellers or suppliers, in the event of mobilization, war or riot, disturbance in transport, epidemic or pandemic. In the event of such an event, the date of performance of getelec’s commitments will be postponed as of right, for the duration of this event.
13.1. The data collected from the customer’s buyers are subject to computer processing carried out by GETELEC. They are recorded in his customer file and are essential for processing his order. This information and personal data is also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any guarantees that may apply.
13.2. The data controller is GETELEC. Access to the data will be strictly limited to the employees of the data controller, authorized to process it by virtue of their duties. The information collected may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the client’s authorization being necessary.
13.3. As part of the performance of their services, third parties have only limited access to the data and are required to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, getelec refrains from selling, renting, assigning or giving access to third parties to the data without the customer’s prior consent, unless it is forced to do so for a legitimate reason.
13.4. If the data is to be transferred outside the European Union, the customer will be informed and the guarantees taken to secure the data (for example, adherence of the external service provider to the “privacy shield”, adoption of standard protection clauses. validated by the CNIL, adoption of a code of conduct, obtaining a CNIL certification, etc.) will be specified.
13.5. In accordance with the applicable regulations, the customer has a right of access, rectification, erasure, and portability of data concerning buyers, as well as the right to oppose processing for legitimate reasons, rights that he can exercise by contacting the data controller at the following postal or email address: infos@getelec.net.
In the event of a complaint, the customer can file a complaint with GETELEC or the national commission for data processing and freedoms.
The present general conditions of sale as well as the prices and scales concerning the possible discounts and rebates of getelec, are expressly approved and accepted by the fact of his order by the customer, who declares and acknowledges having a perfect knowledge of them, and waives, of this fact, to take advantage of any contradictory document and, in particular, its own general conditions of purchase.