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General Terms and Conditions of Sales Telenco distribution

PREAMBLE

The purpose of these general terms and conditions of sale ("General Terms and Conditions" or "GTC") is to set out the respective obligations and responsibilities of Telenco distribution and the Customer ("Customer") acting exclusively within the framework of his professional activity. These GTC apply within the framework of their pre-contractual and/or contractual relations, relating to the sale of Products. They take precedence over the Customer's general terms and conditions of purchase unless Telenco Distribution has given its express, prior, and written consent.

ARTICLE 1 – DEFINITIONS

"Product(s)": - Equipment and accessories for the deployment and maintenance of telecom networks. - Technician equipment, including for the deployment and maintenance of telecom networks

- Measuring devices for telecom networks "Professional(s)": Any natural or legal person, acting for purposes falling within the scope of his commercial or industrialactivity.

"Counter sales": physical sale of the Products at the points of sale of the Telenco distribution company

"Online sale": sale of Products made from the website www.telenco-distribution.com from the Customer Account (see definition below).

"Standard sale": sale of the Products made from a written order form (paper, electronic...) sent to Telenco distribution.

"Online Catalog": this is the Product catalog as published at www.telenco-distribution.com, which is updated regularly. It is understood that the so-called "Pdf" version of the paper catalog downloadable from the site www.telenco-distribution.com, does not constitute the "Online Catalog".

"Purchase Order": written document (paper, electronic, etc.) including customer identification information (name, legal form, etc.) and the Offer with the EXW incoterm.

“Offer”: Only the Telenco distribution online catalog constitutes an offer (“Offer”) or, failing that, a quote. The printed sales catalog, including its Pdf version appearing on the site www.telenco-distribution.com, does not constitute an offer in the legal sense.

ARTICLE 2 – OPENING AN ACCOUNT

It is understood that any opening of a Customer's Account is subject to Telenco distribution’s discretionary criteria, such as compliance with solvency or regulatory compliance criteria. Under no circumstances will Telenco distribution be responsible for a refusal to open an account. The criteria will remain free and will not have to be communicated to the applicant wishing to open an account.

Telenco distribution reserves the right not to follow up on a request to open a Customer Account and thus not to wish to conclude a Contract with the Customer for legitimate reasons, for example, but not limited to, not covered by credit insurance, a Customer who is not a professional in the sector. This refusal does not entitle the Customer to any compensation whatsoever.

ARTICLE 3 – OFFERS

The Offer, the order (see below) and the acknowledgement of receipt of the order ("Acknowledgement of receipt") are governed exclusively by these General Terms and Conditions supplemented or amended by the Special Terms and Conditions (see below). Indeed, given the specificity of Products of a technical nature, the Customer's General Terms and Conditions of Purchase, or any other modality proposed by the Customer when placing the order, cannot be applied, even in the event of silence on the part of Telenco distribution, which the Customer expressly acknowledges.

It is understood that according to the typologies of Products and the particular terms of sale (online sales, counter sales, etc.), Telenco distribution may set minimum orders, namely:
- Online sales will be at least € 50 excluding tax
- Counter sales will have no minimum purchase
- Standard sales will be at least € 150 excluding tax. Any deviation from these conditions will be the subject of special conditions.

ARTICLE 4 – ORDER

Only a Customer who has opened a customer account ("Customer Account") will be likely to place an order. The terms and conditions for opening a Customer Account are carried out, at Telenco distribution’s discretion, with Telenco distribution according to various conditions, such as on the Internet, forms, etc... The Customer's order ("Order") in a Standard Sale results from the receipt of a Purchase Order, except for Online Sales and Counter Sales. In the case of an Online sale, the validated "cart" constitutes the "Order form".

It is up to the Customer to ensure that the Order has been received by Telenco distribution. Telenco distribution will issue an acknowledgement of receipt ("Acknowledgement of Receipt") in the format of its choice (E-mail...) in order to inform the Customer of the receipt of the Order and the availability of the products or the time limit for making the products available.
It is understood that any payment by the Customer prior to the Acknowledgment of receipt does not constitute an order; only the Acknowledgment of receipt will validate the Order.

It is possible to place Orders by Electronic Data Interchange (EDI); in this case, a framework agreement will govern relations with the Customer. In the absence of such an agreement, no EDI Order can be considered by Telenco distribution.

ARTICLE 5 – CONCLUSION OF THE CONTRACT

The conclusion of the contract between the parties ("Contract") is materialized as follows:
- Online sale and Standard sale by sending an Acknowledgment of Receipt which materializes the acceptance of the Contract and the agreement of the Parties. This Acknowledgment of Receipt, in paper or electronic format, or any other document of its choice provided it bears a seal of the company Telenco distribution. - Sale at the counter by handing over the Products except Special Conditions

ARTICLE 6 – CUSTOMER’S RESPONSIBILITY

The Customer remains solely responsible for the use of the Products, even if information, advice, or diagrams have been communicated to him by Telenco distribution. As soon as the Products are resold by the Customer to a third party, the Customer guarantees Telenco distribution (i) to sell them only to Professionals and (ii) to provide all the information, advice and diagrams that Telenco distribution may have communicated to him and (iii) that this does not result in a reduction of its own obligations to advise the Customer.

In addition, the Customer shall ensure that all the obligations incumbent upon him/her with regard to the present contract shall be, under his/her responsibility, at the very least, transferred to third parties such as his/her customers, users...

ARTICLE 7 - SPECIAL CONDITIONS

The terms and conditions herein may be subject to specific terms and conditions ("Specific Terms and Conditions"). These will be proposed by Telenco distribution when connecting to the Customer Account on the site www.telenco-distribution.com or with the Acknowledgement of Receipt, to summarize, for example, negotiations between the parties.

These special terms and conditions will derogate from the present terms and conditions on points such as, but not limited to, discounts, shipping costs, terms of payment, etc.

ARTICLE 8 – PRODUCTS SUBJECT OF THE ORDER

The Products are offered in the catalog, both in print and in the online Catalog. This latter is the reference for the Contract between the parties. It is the Customer's responsibility to ensure, taking into account the characteristics of the Products, that they correspond to his needs, in particular by referring to the technical specifications indicated. The Customer must ensure that all the material and organizational conditions are met to allow the satisfactory and safe implementation and use of the Products.

The Products comply with the laws and regulations in force in France, which the Customer acknowledges and accepts. Thus, when the Product must comply with local standards at the place of use, in particular for safety, other than a French technical standard to which Telenco distribution declares that it complies, the Customer will assume all the consequences resulting therefrom and Telenco distribution shall not be held liable, in particular for incidents occurring in this regard. Indeed, the professional Customer is required to ensure the terms of use of the Products in the countries where he operates.

ARTICLE 9 – AMENDMENTS

Any modification of the Contract will no longer be possible except by setting up an amendment expressly derogating from said Contract. Any wish to modify the Contract by a Party will be the subject of a proposed amendment ("Proposal of amendment") by Telenco distribution to the Customer. The Customer will confirm its acceptance in writing as soon as possible and then Telenco distribution will issue an Amendment to the Contract by way of Acknowledgment of Receipt, which will materialize the amended Contract.

No termination, suspension or resolution of the Contract by the Customer may take place without the express, prior and written consent of Telenco distribution, and under conditions that will compensate this latter for any damaging consequences.

ARTICLE 10 – PRICES

Except in the case of express special conditions, the prices of the Products are those appearing in the online Catalogue on the day of receipt of the Purchase Order. These prices are, on these dates, firm and definitive. They are expressed in Euro, net and exclusive of VAT.

ARTICLE 11 – INVOICING

Invoices are issued upon shipment of the Products or upon delivery of the Products for Counter Sales and are therefore payable in cash or according to the payment conditions specified on the Acknowledgment of Receipt; the first order is to be paid in cash. The invoice will be sent in electronic or paper format to the Customer.

The Customer shall refrain from suspending payments, except if Telenco distribution does not comply with its main obligations under these general terms and conditions and provided that the Customer has been able to demonstrate this.

Except in cases of legal compensation, no compensation between the sums owed by the Customer to Telenco distribution for the sale of the Products and any other sum that Telenco distribution could be owing the Customer for any reason whatsoever and in particular for penalties of all kinds, cannot be carried out by this latter without the prior written consent of Telenco distribution. It is expressly agreed that Telenco distribution does not accept discounts.

Any delay or non-payment, total or partial, of invoices on their due date shall automatically and without prior formal notice, a) result in the application of late payment penalties equal to the interest rate of the European Central Bank increased by 10 points on the amount of the invoice for Customers located within the EU, or b) the application of late payment penalties equal to the interest rate of the Central Bank of the Country of delivery increased by 10 points on the amount of the invoice for Customers located outside the EU and may result, at the sole discretion of Telenco distribution, in the immediate suspension of all new deliveries until full payment of all remaining due dates and late penalties and collection costs. In addition to late payment penalties, the Customer will owe Telenco distribution a lump sum indemnity of 40 euros exclusive of VAT for collection costs, without prejudice to any additional compensation if the collection costs incurred are greater than this amount.

ARTICLE 12 – PAYMENT TERMS & DEFAULT OF PAYMENT

Payments will be made by bank transfer or by check within a period corresponding to the payment conditions granted by Telenco distribution, this period may not exceed 45 Days “end of month” from the date of invoice or 60 days “net” according to the terms specified in the Acknowledgment of Receipt.

The Parties expressly agree that the failure to pay on its due date for any payment term will result, without prior formal notice and by operation of law (i), in immediately rendering any other invoice due, no matter if it was due or not due and no matter if it was treated, and (ii), at Telenco distribution's free discretion, either the suspension of deliveries or the payment in advance of any Order in progress. Telenco distribution reserves the right, in the event of non-payment by the Customer and after formal notice remains unsuccessful for thirty (30) calendar days, to terminate Orders not yet executed.

Telenco distribution remains the owner of the Products delivered from the moment they are handed over until full payment of the full price. However, the risks of the Products shall be borne by the Customer, as soon as they are made available.

Consequently, in the event of non-payment, Telenco distribution may take back the unpaid Products or have them taken back from the Customer or one of its own customers, it being the Customer's responsibility to ensure that a clause of the same nature has been transposed into its own conditions of sale. In any event, the Customer assumes all the harmful consequences that Telenco distribution may suffer as a result of this deficiency.

ARTICLE 13 – INTELLECTUAL PROPERTY

Estimates, Technical Data Sheets, catalogues and more generally all documents handed over or communicated by Telenco distribution to the Customer by e-mail, post or any other form, are covered by intellectual property rights, which are and remain the entire property of Telenco distribution.

All these documents or Products must not be reproduced under any circumstances, without the prior written permission of Telenco distribution. It is understood that the Customer shall have no intellectual property rights relating to the Products unless Telenco distribution has given its express written consent.

The Customer shall refrain from:
to do, provoke or authorize the doing of anything that may infringe, harm or prejudice the Intellectual Property Rights of Telenco distribution; register or have registered, use, in France or abroad, a title of intellectual property, or copyright, or know-how, or domain name likely to harm or damage Telenco distribution, except with the express and prior agreement of Telenco distribution.

If the Customer is aware of the existence of any infringement, unfair behavior, act of counterfeiting or any complaint or procedure relating to the Products or any Intellectual Property Right of Telenco distribution, he shall immediately notify Telenco distribution and communicate all the information at his disposal in this respect. Telenco distribution will decide alone on the appropriateness of an action, notably for infringement, which will be brought at its exclusive expense, risk and profit, the Customer being obliged, in the best interests of Telenco distribution, to assist it in these proceedings.

ARTICLE 14 – DELIVERY / TRANSFER OF RISKS

Any delay in making the Products available according to the indicative date appearing on the Acknowledgement of Receipt, which may have been adjusted, may be subject to compensation if it is expressly provided for in the Offer. The terms of such compensation shall be 0.2% of the value of the undelivered Products per day of delay, capped at 5% of the corresponding invoice.

Thus, as soon as the delivery is made according to the "Pick up by the Customer" terms and conditions, the Customer acknowledges that it is the responsibility of the carrier to ensure the delivery of the Products. Consequently, the Customer has no recourse against Telenco distribution in the event of non-delivery of the Products and/or damage during transport.

If the Customer does not collect the Products within 7 days following the dispatch of a notice of availability, storage and security costs may be invoiced to the Customer.

If the Customer does not collect the Products within 15 days after they have been made available and when the Products have not been paid for, Telenco distribution, after making sure to have informed its Customer, is entitled to freely dispose of the Products. Therefore, Telenco distribution reserves the right, at its discretion, either (i) to send the invoice to the Customer and inform him of a new estimated deadline, or (ii) to terminate the Contract. In these situations (i), (ii), Telenco distribution may invoice the Customer for the associated administrative costs.

If the Parties have expressly deviated from the "Pick up by the Customer" terms and conditions and Telenco distribution agrees to provide an additional service and to ensure the delivery when this is not its core business, the delivery times indicated in this context are given as an indication and without guarantees, whatever the incoterm chosen. Exceeding these deadlines cannot give rise to any deduction or indemnity against Telenco distribution.

Where Telenco distribution assumes the transport, by way of derogation from to the " Pick up by the Customer " terms, it has taken out special insurance, which is limited to a compensation amount. It is expressly agreed that Telenco distribution will only assume transport damage within the limit of its insurance cover. It is therefore up to the Customer to take out all additional insurance at his own expense unless special terms and conditions have been expressly agreed in writing between the Customer and Telenco distribution to deviate from these terms and conditions. It is up to the Customer to ask Telenco distribution in advance for the limits of the valid transport insurance that may apply.

In this situation, Telenco distribution will assume the corresponding costs for the transport under the following conditions:

- Online sale: Postage paid for a Contract for an amount greater than or equal to € 300 excluding tax in mainland France excluding Corsica - Standard sale: Postage paid for a Contract of an amount greater than or equal to € 500 excluding tax in mainland France excluding Corsica The times indicated are also automatically suspended by any event beyond its control, in particular in the event of force majeure, and resulting in delaying delivery. In these cases, Telenco distribution cannot be held responsible for any delay or suspension of the delivery of Products.

From the moment the Customer takes possession of the Products, the risks of loss and deterioration are transferred to him, the products travelling at the Customer's risk.

ARTICLE 15 – COMPLIANCE

In application of the regulations about money laundering or corruption, the Customer declares: the origin of the funds he pays to Telenco distribution for the purchase of the Products is lawful and does not come from illegal activities or in connection with a criminal offence.

it has not facilitated the false justification of the origin of the property or income of the perpetrator of a crime or offence which has directly or indirectly benefited the perpetrator, nor has it assisted in a transaction for the investment, concealment or conversion of the proceeds of a crime or offence, whether directly or indirectly. The Products, depending on where they are intended for final use or assembly, may be subject to compliance rules limiting such exports or the involvement of certain persons. Telenco distribution is at the Customer's disposal to provide information on the Products, but it is the Customer's responsibility to check these regulations and as such, he guarantees Telenco distribution of the respect of these regulations. Any damage suffered because of this non-compliance by the Customer will give rise to compensation from Telenco distribution.

In general, the Products comply with all European regulatory requirements. For all Products of a potentially dangerous nature, specifications of these Products are communicated on the Online Catalogue.

ARTICLE 16 – TENDERING PROCEDURES

The General Terms and Conditions also apply in the case of Tendering Procedures. The product standards, the documents exchanged with the Customer and the initial Samples for validation are in fine subject to the present Terms and Conditions, i.e. only the Online Catalogue or, failing that, the Technical Data Sheet provided on request reflects Telenco distribution’s commitment with regard to the Products to be delivered. It is the Customer's responsibility to ensure that the expectations expressed have been included and translated in the Technical Data Sheets.

In the event of a contradiction between the terms of the Customer's Call for Tenders and the present Terms and Conditions, the present Terms and Conditions shall constitute Telenco distribution’s response and any Order from the Customer on this basis shall mean the acceptance of these terms and conditions in replacement or evolution of its specifications.

ARTICLE 17 - CONFIDENTIALITY

The Parties undertake to maintain the confidentiality of all information relating to the activity and affairs of the other Party, obtained from this latter during, or in preparation for, their trade. Each Party shall use such information exclusively for the purposes of the said commercial relationship and shall communicate it only to those of its officers and employees to whom the information is necessary.

ARTICLE 18 - DATA PROTECTION

Any Order signifies the Customer's consent to the processing of his/her personal data transmitted when opening an account and/or at the time of each Order, in accordance with the Telenco Distribution Privacy Policy appearing at the following address .

ARTICLE 19 – WARRANTY FOR DEFECTS

The Parties represent and warrant that each has the right and power to engage in the sale and purchase of the Products and in the performance of the obligations hereunder. Insofar as the Customer is considered to be a professional in the same speciality as Telenco distribution, the Customer's action against Telenco distribution as a guarantee for hidden defects is limited to defects of sufficient gravity that have appeared within 24 months of the Customer taking possession of the Products.

The Products will be returned to Telenco distribution in order to ensure that the defects fall within the definition of hidden defects, which are difficult to detect at the time of delivery and are inherent to the Products and that they are not defects linked to a cause of exclusion of guarantee. If Telenco distribution does not find hidden defects or if it finds that they are defects linked to a cause of exclusion of guarantee, Telenco distribution will return the Products to the Customer at its expense. Conversely, if Telenco distribution confirms the existence of hidden defects, it undertakes, at its discretion, to replace the said Products with identical or similar products within a reasonable period. It is understood that the consumables linked to the Products are under no circumstances replaced within the framework of the guarantee, unless expressly waived by Telenco distribution.

ARTICLE 20 – CONDITIONS FOR EXERCISING AND LIMITATION OF THE GUARANTEE

The Warranty will not apply in case of:
deficiencies coming from products or parts used by the Customer with Products ;
due to the intervention of a third party on the Products sold by Telenco distribution ;
non-compliance due to deterioration from negligence ;
failure to monitor or maintain and faulty use of Products ; use under abnormal conditions or for operations and/or with unintended elements, lack of qualification or experience of employees ;
poor storage conditions of Products ;
faulty installation or installation that does not comply with the rules of use of the Products.

The implementation of the Guarantee implies the provision by the Customer of all the indispensable preliminary elements enabling Telenco distribution to assess the nature and cause of the alleged defect subject to this Guarantee. If a defect is discovered, the Customer shall inform Telenco distribution by registered letter with acknowledgement of receipt within seven (7) days of the discovery of the defect. The Customer is responsible for providing proof of the date of discovery of the defect. The Customer must provide documented written proof of the reality of the defect. In the event of non-compliance with these conditions, the Customer will not be able to invoke the guarantee for hidden defects against Telenco distribution. In any event, the absence of proof provided within thirty (30) days of the initial request for activation of the Guarantee will result in the termination of this Guarantee. After the prior written agreement of Telenco distribution assigning a return number, the Products must be returned by the Customer to Telenco distribution and at his expense at the place where he took possession of the Products, together with the corresponding invoice and the description of the defects found.

Furthermore, Telenco distribution reserves the right to refuse the implementation of the Guarantee in the event of non-payment by the Customer of all or part of an Order.

The Customer is required to check the good condition and quantity of the Products delivered upon receipt of the Products. In this context, the Customer must inform Telenco distribution of any detailed reservations within forty-eight (48) hours of receipt of the Products. After this mandatory period, Telenco distribution will not accept any complaint, of any nature whatsoever, relating to non-conformities or apparent defects about the Contract. The Telenco distribution Warranty is strictly limited to the obligations defined above and it is expressly agreed that Telenco distribution shall not be liable for any other compensation for any reason and for any cause whatsoever, such as damages or compensation of any kind whatsoever, apart from the replacement of the Products.

As a matter of principle, Products conforming to the Online Catalogue or the Technical Data Sheets cannot be returned, unless Telenco distribution has given its express prior agreement, which agreement is discretionary.

ARTICLE 21 – LIABILITY

Under no circumstances will Telenco distribution be liable for indirect and/or immaterial damage, consecutive or non-consecutive, resulting from the execution of its obligations under the Contract, such as, without this list being exhaustive, loss of income, loss of earnings, operating losses, commercial disturbances of any kind, the Customer and his insurer waiving any recourse against Telenco distribution and its insurers in this respect.

In general, the total and cumulative liability of Telenco distribution shall not exceed, and in any case, the total amount received by Telenco distribution under the Order or the Contract concerned, it being understood that the lowest of the two amounts shall be the applicable cap.

ARTICLE 22 – MATERIAL ADVERSE EFFECT

In the event of a change in circumstances unforeseeable at the conclusion of the Contract, if the subsequent variations make the execution excessively expensive for Telenco distribution to such an extent that it would not have accepted to bear the risk at that point, Telenco distribution may request a renegotiation of the Contract from the Customer, which the Customer accepts.

In the event of refusal or failure to renegotiate, the parties may agree to terminate the Contract, on the date and under the conditions that they determine, or request by mutual agreement a judge to proceed with its adaptation.

If no agreement is reached within a reasonable period, the judge may, at the request of a party, revise or terminate the Contract, at the date and on the conditions he sets.

ARTICLE 23 – FORCE MAJEURE

As soon as a case of force majeure (unforeseeable, irresistible, and external event) occurs, Telenco distribution reserves the right to suspend, in whole or in part, the execution of the Contracts, until the said case of force majeure has ceased.
Is considered as a case of force majeure within the meaning of these General Terms and Conditions (i) any event as defined by law and/or by jurisprudence and (ii) one of the following events without this being restrictive: strikes, whether total or partial, or epidemics hindering the smooth running of Telenco distribution or that of its suppliers, subcontractors or carriers, as well as the interruption of transport, energy, raw materials or spare parts supplies.

ARTICLE 24 – RESERVATION OF OWNERSHIP CLAUSE

As indicated above, the transfer of ownership of the Telenco distribution Products to the Customer is subject to full payment of the price in principal, costs, and interest.
The Customer shall refrain from (i) any transformation, incorporation, or assembly of the Products before full payment has been made, and/or (ii) selling or pledging the Products until ownership has been transferred to it.

The Customer is obliged to immediately inform Telenco distribution of the seizure, requisition or confiscation in favor of a third party of the Products, and to inform the third-party creditor of the existence of the present retention of title clause in favor of Telenco distribution. In the event of non-payment of the full price in principal, costs and interest on the due date, Telenco distribution may (i) demand at any time the return of the Products sold, at the expense and risk of the Customer and (ii) automatically terminate the sale, by simple written notification sent by any means, and without any other formality or notice, without prejudice to any damages that may be claimed by Telenco distribution.

In this case, the Customer already authorizes Telenco distribution and its carrier to enter the premises where the Products are located during working hours to remove them.

In this context, the Customer undertakes to ensure that all Products acquired from Telenco distribution are easily identifiable on its premises. Failing this, the Customer must guarantee access to the places where the Products are stored.

These provisions do not prevent the transfer of the risks of loss and deterioration of the Products according to the terms and conditions hereof. Subject to the applicable legal provisions, in the event of receivership or judicial liquidation, the Contracts in progress will be automatically terminated, and Telenco distribution reserves the right to claim the Products in stock from the Customer.

If the Products are returned within the framework of this article, the sums paid and constituting a partial payment for the Products will be retained by Telenco distribution by way of compensation.

ARTICLE 25 – APPLICABLE LAW

By express agreement between the Parties, the present General Terms and Conditions are governed between Telenco distribution and the Customer, whose registered office is in France, by French law.

These General Terms and Conditions are written in French and the present version is translated in English. In the event of contradiction or discrepancy between the French version and the translation, the French version shall prevail over the translated version.

ARTICLE 26 – ASSIGNMENT OF JURISDICTION

All disputes to which the present Contract may give rise, concerning its validity, interpretation, execution, termination, consequences, and any other follow-up will be submitted:

(1) as soon as the amount of the dispute in principal is less than or equal to 250 000 € exclusive of VAT, to the competent jurisdiction of the Telenco distribution head office, i.e. Grenoble (France).

(2) as soon as the amount of the dispute in principal is higher than 250 000 € exclusive of VAT, the Parties will submit their dispute to the CMAP mediation rules and, in case of failure, to the CMAP arbitration and its rules to which the Parties declare to adhere.

In this case, the number of arbitrator(s) shall be set at one, the seat of arbitration shall be Paris (France), and the arbitration shall be conducted in French. The time limit for the appointment of an arbitrator shall be fifteen (15) days. If circumstances warrant it, the Arbitral Tribunal may modify these time limits. The "urgent" expedited procedure shall apply and the dispute shall be decided solely on the basis of documents if the Tribunal believes that this is possible in view of the nature of the dispute.