GENERAL TERMS AND CONDITIONS OF SALE AND PROVISION OF
(Updated on 18/01/2022)
In accordance with Article L.441‐1 of the French Commercial Code, these
general terms and conditions of sale and provision of services (GTCSPS)
form the basis for business negotiations with the Purchaser.
2‐ SCOPE OF THE GTCSPS
These GTCSPS set out the conditions under which the Company
ELECTRO‐PJP (“The Supplier”) supplies professional Purchasers (“The
Purchasers or the Purchaser”), with the products (“Product(s)”) or the
provision of services (“Service(s)”) they require.
They shall apply without restriction or qualification to all sales agreed
between the Supplier and the Purchasers of the same category,
irrespective of any clauses that may be included in the Purchaser’s
documents, and in particular its general terms and conditions of
In accordance with present regulations, these GTCSPS shall automatically
be presented to any Purchaser that requests them, so that the latter can
place an order with the Supplier. They shall also be presented to any
distributor (with the exception of wholesalers) before a single
commercial agreement, provided for in Article L 441‐3 of the French
Commercial Code, has been reached within the legal time frame.
Any orders for Products shall imply that the Purchaser accepts these
The details in the Supplier’s catalogues, brochures and price lists are for
information only and are subject to change at any time. The Supplier has
the right to make any changes it deems necessary.
The fact that the Supplier fails to avail itself at any given time of one or
more of the provisions of the GTCSPS may not be construed as a waiver,
the Supplier may still demand their strict application.
In accordance with the present regulations, the Supplier reserves the
right to depart from certain clauses in these GTCSPS, depending on the
negotiations held with the Purchaser, if Special Terms and Conditions of
Sale (“The Special Terms and Conditions of Sale”) are established.
To be taken into consideration, all orders must be placed in writing or by
any equivalent technological means providing proof of the contractual
agreement. They must contain the following items: “order form”, desired
delivery date and place of delivery, any information required for
invoicing purposes, the European VAT number where applicable, the
item number and description of the Product or Service, as well as the
quantity and order unit of the Product.
Conclusion of the sales agreement or service provision agreement is valid
only after the Supplier’s express acceptance of the order form, in the
form of an order acknowledgement of receipt sent to the Purchaser for
the said order, by post, e‐mail or any other equivalent process, and a
down payment for the order where applicable.
The Products are supplied at the rate of the Supplier on the day the
order is placed, and, where applicable, in the special commercial offer
made to the Purchaser. These rates shall be firm and final during their
term of validity, as set out by the Supplier.
Any order accepted by the Supplier may only be changed or cancelled by
the Purchaser with the express agreement of the Supplier. Such change
or cancellation must be notified in writing with acknowledgement of
receipt before the Products are shipped or the performance of the
Service begins. In the event of a cancellation expressly agreed by the
Supplier, the cancellation may result in the payment, to the benefit of
the Supplier, of compensation covering the costs incurred for the
fulfilment of the said order and the loss of profit.
In the event of a cancellation expressly agreed by the Supplier and if the
Purchaser has made a down payment, the relevant amount shall be
retained by the Supplier.
Any order is deemed firm and final once the Products have been shipped
or the performance of the Service has begun. In the event of a
cancellation subsequent to these events, the Purchaser shall pay the
Supplier the agreed price without prejudice to any damages that the
Supplier may claim.
The Supplier reserves the right to make any changes to the layout, shape,
dimensions or materials of its Products, that are illustrated and described in
its printed materials or website for advertising purposes.
4‐ PERFORMANCE ‐ DELIVERY ‐ TRANSFER OF RISKS
Unless agreed otherwise between the Parties, the Products are delivered
to the Supplier’s warehouses and the latter shall notify the Purchaser of
Unless agreed otherwise between the Parties, the Service is provided at
the Supplier’s premises.
Unless agreed otherwise, the costs relating to the delivery of the
Products or the performance of the Service are payable by the Purchaser.
The risks of loss or damage of the Products are transferred to the
Purchaser upon their shipment or collection from the Supplier’s
For sales abroad, the terms of sale and transfer of risks will be those of
the Incoterm provided for in the Special Terms and Conditions of Sale
agreed between the Parties, according to the Incoterms® 2020 issued by
the International Chamber of Commerce (ICC). The date for the Product
delivery or performance of the Service set out in the order confirmation
is given purely for guidance and shall not constitute a key prerequisite of
the agreement between the Parties.
Delays in the delivery of the Products or the performance of the Service
shall give no right to withhold payment or claim any damages of any
Furthermore, the date specified shall be suspended as of right in the
event of any case of force majeure or one of the events listed in Article
The Supplier may not be held liable for the consequences of any delays in
delivery time, said obligation to be borne exclusively by the carrier.
In any event, the delivery of the Products or the performance of the
Service shall take place within the time specified only if the Purchaser is
up to date with all its obligations, and in particular with the payment of
the Supplier’s outstanding invoices.
5‐ RECEIPT AND RETURN OF THE PRODUCTS
It is the responsibility of the Purchaser to check the condition of the
Products on delivery. Without prejudice to the measures to be taken in
relation to the carrier, the Supplier must be notified of any claim or
dispute concerning the quantity delivered, the performance, the quality
or any other reason, in writing within 72 hours of the Products’ arrival at
the agreed place of delivery or the date of completion of the Service.
Beyond this period and in the absence of reservations, the Products
delivered by the Supplier shall be deemed compliant with the order in
quantity and quality and the Products or Service shall be deemed finally
accepted by the Purchaser.
It shall be the responsibility of the Purchaser to provide proof of the
defects reported. It shall give the Supplier every opportunity to
investigate the nature of these defects and find a solution. It shall refrain
from taking any action itself or bringing in a third party for this purpose.
If the Purchaser fails to comply with these formalities, no claim shall be
If a defect is acknowledged, the Supplier’s liability shall be limited only to
the replacement, at its expense, of the Products concerned, excluding
any compensation of any kind. Product replacement is subject to the
return of the Product altered by the acknowledged defect.
Acceptance of the returned Product is subject to the prior written
agreement of the Supplier. The Purchaser shall always be responsible for
the costs and risks of the return. In any case, goods will no longer be
taken back after a period of two months running from the date of
notification of the complaint to the Supplier.
Exceptional returns shall be limited to the Products in the catalogue and
subject to the prior written agreement of the Supplier.
The amount of the recovery costs is set at a minimum of 20% of the price
including tax of the invoice, even in the case where the equipment is in
perfect condition for reuse.
The Purchaser shall pay the shipping costs for the return of the Products.
Any return accepted by the Supplier shall result in the issuance of a
credit note to the Purchaser, after qualitative and quantitative inspection
of the Products returned.
Any Product returned without the Supplier’s agreement shall be held at
the disposal of the Purchaser and shall not give rise to the issuance of a
In the event of a dispute concerning Part of an order, its notification shall
not relieve the Purchaser of its obligation to pay for the non‐disputed
Part of the invoice on the due date fixed by the contract.
The Products are supplied at the rate of the Supplier on the day the order is
placed, and, where applicable, in the special commercial offer made to the
Purchaser. The prices of Products and Services as well as information in
catalogues, brochures, price lists and website are for information only and
may be changed by the Supplier at any time, in particular if the cost of raw
materials, production factors and the exchange rate between the Supplier’s
and the Purchaser’s currency (outside the Euro zone) change.
Unless otherwise provided for in the Supplier’s order confirmation, prices
are net and exclusive of tax, shipping costs, ex works and packaging
included, except for special packaging which are subject to a supplementary
charge at the Supplier’s rate. Prices are quoted in euros. Special price
conditions may be established depending on the Purchaser’s specific
requirements, especially in relation to the terms and deadlines for delivery
or payment. In this case, the Supplier will make the Purchaser a special
Invoices shall be drawn up according to the prices in the order
confirmation issued by the Supplier. For the provision of Services, the
price to pay is the price given in the quote.
The Purchaser may benefit from discounts and rebates shown in the
Supplier’s price lists, depending on negotiated quantities or turnover to
7‐ PAYMENT ‐ DEADLINE FOR PAYMENT
Unless otherwise provided for in the order confirmation, the Products or
Services shall be paid for by bank transfer within 30 days end of month
(date of the invoice). The Purchaser shall only be released from its
obligations on receipt of the funds by the Supplier’s bank.
Any transaction shall be subject to the payment of a first instalment
before delivery of the Product or the beginning of the performance of
For transactions abroad, the payment terms remain the same in respect
of payment deadlines, but payments shall either be made by SWIFT
transfer to the designated bank account, or by irrevocable documentary
credit confirmed by a bank of the Supplier’s choice.
Orders whose payment is to be made by means of a documentary credit
or guaranteed by a stand‐by letter of credit or other security, such as a
bond or guarantee, shall only be settled on receipt of the notification of
the opening of an operational documentary credit with no special
conditions or the issue of a stand‐by letter of credit, bond or guarantee
There shall be no discount granted for early payment, except for
payment made prior to delivery, on receipt of the Products or before the
performance of the Service.
In the case of a payment made prior to delivery or before the
performance of the Service, a discount of 1 % shall be granted on the
invoice amount including tax.
Any order for an amount under 300 euros shall give rise to the invoicing
of a fixed amount of 30 euros to cover administrative costs
8‐ LATE PAYMENT ‐ NON‐PAYMENT
8.1 Late payment interest
In accordance with Article L.441‐10 of the French Commercial Code, any
late payment, even partial, shall lead as of right to the application of late
payment penalties, which become due the day after the due date shown
on the invoice and until full payment is made of the entire amount,
without prior formal notice.
The rate of these late payment penalties is equal to the interest rate
applied by the European Central Bank to its most recent refinancing
operation plus 10 percentage points.
8.2 Compensation for recovery costs
In accordance with the present legislation, a €40 compensation for
recovery amount shall be charged by the Supplier in the event of late
payment on each invoice. This compensation shall be charged in addition
to the late payment penalties.
8. 3 Acceleration clause
Non‐payment on a contractually fixed due date shall lead as of right to
the immediate payment of all other invoices issued but not yet due, even
if they were subject to accepted bills.
8.4 Conditions precedent and termination clauses
In the event of non‐payment of a single instalment, the Supplier reserves
the right to suspend or cancel all undelivered orders, within 48 hours of
receiving a registered letter that remained unanswered, whilst retaining
any part payments already made.
Should the Purchaser fail to fulfil its obligations, the contract shall be
terminated automatically in favour of the Supplier, without prejudice to
any damages it may be able to claim from the Purchaser.
In the event of an order to be paid by documentary credit, there shall be
no Product deliveries or performance of Services until the Supplier is
notified of the opening of the credit.
9‐ CASH PAYMENT OR GUARANTEE REQUIRED
Any deterioration in the Purchaser’s credit situation may justify the
request for guarantees or cash payment prior to the fulfilment of orders
The Supplier reserves the right, at any time, depending on the risks
incurred, to fix a ceiling on the amount of credit granted to each
Purchaser and to request certain payment deadlines or certain
10‐ RETENTION OF TITLE CLAUSE
The Products delivered or made available and described in the order
acknowledgement shall remain the Supplier’s property until full payment
of their price, principal and ancillary items, the risk of loss and any
liability or any other risk being transferred to the Purchaser as of delivery
of the Products and for sales abroad, pursuant to the Incoterm agreed.
The Purchaser therefore undertakes to take out an insurance policy
covering the risks of loss, theft or destruction of the Products.
Until full payment is made, the Purchaser shall ensure that the Products
are stored in good conditions and in such a way as to ensure that they
can be clearly identified as Products belonging to the Supplier.
The Purchaser shall take all useful measures to protect the Supplier’s
rights over the Products concerned by this retention of title clause and to
promptly notify the Supplier of any claim by any third party relating to
Should the Purchaser fail to pay all or a part of the price after fifteen days
from receiving a formal notice to pay, the Supplier expressly reserves the
right to take back the Products, which the Purchaser shall have to return
to the Supplier, at its own expense and risk on the latter’s first request.
In this case, the down payments already made shall be retained by the
Supplier in return for the enjoyment of the Products from which the
Purchaser has benefited.
In the event of re‐sale of the Products, the Purchaser undertakes to pay
immediately to the Supplier the part of the price still outstanding, or to
notify the Supplier immediately so that it may claim the price from the
third‐party purchaser and the Purchaser undertakes to notify the subpurchaser
that the Products sold are subject to the application of a
retention of title clause.
The authorisation to re‐sell goods is automatically withdrawn if the
Purchaser is in receivership or compulsory liquidation.
Where appropriate, the foreign Purchaser undertakes to carry out the
formalities required for the validity of this clause as they are applied in
its State (registration, etc.).
11‐ LIABILITY ‐ INSURANCE
11.1. The Supplier is held liable for any direct damage caused to the
Purchaser as a result of wrongdoing or negligence arising from the
performance of this contract. The Supplier shall not be held liable for the
damage resulting from:
– wrongdoing or negligence on the part of the Purchaser or
any third party,
– the use by the Supplier of materials, technical documents,
data and methods provided by the Purchaser or whose use
was imposed by the latter.
It is expressly agreed that the Supplier’s liability shall not extend to the
compensation of any consequential loss caused by the Supplier as a
result or on the occasion of the performance of these GTCSPS.
Consequential loss should be understood for the purposes of this clause
as any financial or commercial loss arising in particular from the loss of
use of a right or an asset, interruption of a service or any loss of profits or
data. The Purchaser warrants that its insurers and any third parties in
contractual relationships with it shall not bring any claims against the
Supplier and its insurers for such loss.
11.2. The Supplier is not held liable to the Purchaser on the basis of any
failure in the safety of the Products, as soon as the goods concerned are
used by the Purchaser mainly for professional purposes; this exclusion
does not apply to personal injury suffered by Purchaser’s employees or a
11.3. In any case, the total cumulative liability, all causes combined,
incurred by the Supplier to the Purchaser under this contract shall not
exceed the value of the contractual amount of the Product or Service
giving rise to a claim.
Beyond this amount, the Purchaser waives all recourse and warrants that
its insurers waive all recourse against the Supplier and its insurers.
For the use of the Products, the Purchaser must consult, if provided, the
corresponding technical instructions and follow the indications given on
the packaging. The Supplier is not liable for damage caused by natural
wear and tear, external accidents or any use of the Product not specified
by the Supplier in the technical instructions.
The Products are guaranteed against any material or manufacturing
defects for a period of 12 months from the date of delivery of the
Products or the performance of the Service, in accordance with the
warranty certificate that may be enclosed with the Products. This period
is extended to 24 months from the invoice date for our range of
installation testers. Interventions under the warranty shall not result in
any extension of its duration.
Under this warranty, the Supplier’s sole obligation shall be, at its own
discretion, to replace or repair the Product or component acknowledged
as defective by the Supplier. Unless expressly agreed otherwise, any
shipping costs are borne by the Purchaser.
This warranty shall not cover the following defects:
– defect due to negligence on the part of the Purchaser in
handling, storing or installing the Products without
complying with the seller’s specifications and instructions
and/or the rules of use,
– defect resulting from the repair or alteration of the Products
by the Purchaser itself or by any third party without the
prior written agreement of the Supplier.
At the end of the 12‐month contractual warranty (or 24 months as part
of our range of installation testers), a warranty extension may expressly
be taken out by the Purchaser, and shall be the subject of a special
13 ‐ UNIQUE REGISTRATION CODE (URC) FOR THE EEE SECTOR
The unique identifier FR014682_05YIFJ attesting to the registration in the
register of producers of the EPR EEE sector, in application of article
L.541‐10‐13 of the French Environmental Code has been allocated by the
ADEME to DACD (SIRET No. 453 231 565 00028). This identifier certifies
its compliance with its obligation to register in the register of producers
of Electronic and Electric Equipment and the completion of its
declarations of placing on the market with to Ecosystem.
14‐ ANTI‐CORRUPTION CLAUSE
The Purchaser hereby acknowledges and agrees to conduct its activities
in compliance with all the laws and regulations proscribing corruption,
bribery and influence peddling applicable to the business activities
provided for in these GTCSPS, and in particular French Act no. 2016‐1691
of 9 December 2016, known as the Sapin II Act, for the promotion of
transparency, the fight against corruption and the modernisation of the
The Supplier’s Code of Business Conduct Governing the Fight Against
Corruption and Influence Peddling is available on the Supplier’s website
at the following address: www.electro‐pjp.com
15‐ COMPLIANCE WITH EXPORT CONTROL LAWS AND REGULATIONS
The Purchaser hereby acknowledges and agrees to comply with the
financial or trade‐related measures prohibiting or restricting trade in
goods, technologies or services in certain countries taken by the
international or European bodies.
In the event of re‐sale of the Products, the Purchaser shall, at the
Supplier’s request, immediately provide any information on the endcustomer
or user of the Product, the place of destination and/or the
intended use of the Product, as well as any existing rule restricting
16‐ PERSONAL DATA PROTECTION
Personal data collected from the Purchasers are electronically processed
by the Supplier. They are saved in its Customers file and are necessary to
process its order. These personal information and data are also retained
for security purposes, in compliance with legal and statutory obligations.
They shall be retained as long as necessary for the fulfilment of orders
and any applicable guarantees.
The Supplier is the data controller responsible for processing the data.
Access to personal data shall be strictly limited to the data controller’s
employees, authorised to process said data in the performance of their
duties. The data collected may be shared with third parties bound to the
company by a subcontracting agreement, without requiring the
Third parties have only limited access to the data as part of the
performance of their services and are required to use said data in
compliance with the provisions of the law on data protection. Except as
aforementioned, the Supplier shall not sell, rent or transfer the data or
give access to it to third parties without the Purchaser’s prior consent,
unless required to do so by law.
If the data were to be transferred outside of the EU, the Purchaser shall
be notified and the safeguards taken to secure the data (e.g. if the
external provider joins the Privacy Shield, if clauses on data protection
approved by the French Data Protection Authority (CNIL) are adopted, if
a Code of Conduct is established, if it becomes certified by the CNIL, etc.)
shall be specified.
In accordance with existing regulations, the Purchaser has a right of
access, rectification, erasure and portability of the data related to it, as
well as the right to object to the processing of such data on compelling
legitimate grounds, rights it may exercise by contacting the Data
Protection Officer (DPO) at the following address: email@example.com.
If the Purchaser, after contacting the Supplier, considers that its
“Computing and Freedom” rights are not respected, it may submit a
complaint to the French Data Protection Authority – CNIL (3 Place de
Fontenoy ‐ TSA 80715 ‐ 75334 Paris ‐ Cedex 07).
17‐ FORCE MAJEURE
The occurrence of a case of force majeure under Article 1218 of the
French Civil Code or one of the following events: strike, stoppage of
production facilities, shortage of transport, fire, civil unrest, terrorist
attacks, war, health crisis, and more generally, any event beyond the
Parties’ control that prevents them, even temporarily, from fulfilling their
commitments, shall have the effect of suspending the fulfilment of the
Parties’ contractual obligations.
For example, if a case of force majeure prevents the Supplier from
meeting deadlines for Product delivery or the performance of a Service,
they shall be postponed in such a way as to increase the contractual
deadline by a period equal to the time lost as a result of the case of force
majeure. The Purchaser may not claim from the Supplier any
indemnification or compensation of any kind for late performance
caused by a case of force majeure.
18‐ CONFIDENTIALITY ‐ INDUSTRIAL PROPERTY RIGHTS
The Supplier shall retain full and absolute ownership of all drawings,
plans, studies, calculations, prototypes, models, engravings, photographs
or any other medium provided by it, and these shall be strictly
The Purchaser is forbidden from reproducing or sharing them with any
third parties without the Supplier’s express agreement.
The sale price of the Product or Service Provision paid by the Purchaser
shall not in any way assign any intellectual or industrial property rights or
know‐how belonging to the Supplier, and the Purchaser shall only have a
right to use or sell the Products supplied, but not to reproduce them.
In the event of the sale of the Products by the Purchaser, the subpurchaser
must undertake to comply with this clause in the same way as
the Purchaser, which guarantees such compliance to the Supplier.
19‐ UNFORESEEABLE CIRCUMSTANCES
These General Terms and Conditions of Sale and Provision of Services
expressly exclude the legal provision of unforeseeable circumstances
provided for in Article 1195 of the French Civil Code for all transactions
involving the sale of Products by the Seller to the Purchaser. Therefore,
the Supplier and the Purchaser each waive the right to avail themselves
of the provisions of Article 1195 of the French Civil Code and the
provision of unforeseeable circumstances set out therein, and undertake
to fulfil their obligations even if the contractual balance is changed by
circumstances that were unforeseeable at the time the contract was
entered into, even if performance of said obligations would be unduly
expensive, and to bear all the resulting economic and financial
20‐ SPECIFIC PERFORMANCE
By derogation from the provisions of Article 1221 of the French Civil
Code, the Parties agree that if either Party breaches an obligation, the
Party that falls victim to this breach may not seek specific performance.
The Parties also expressly waive the application of the provisions of
Article 1223 of the French Civil Code.
21‐ EXCEPTION OF NON‐PERFORMANCE
In accordance with Article 1219 of the French Civil Code, either Party
may refuse to perform its obligation, even though it is required to do so,
if the other Party fails to perform its obligation and if this nonperformance
is sufficiently serious, meaning it may prevent the contract
from continuing or fundamentally change its economic balance. The
suspension of performance will take effect as soon as the defaulting
Party receives the notice of breach sent by the Party affected by the
breach setting out the intention to apply the exception of nonperformance,
unless the defaulting Party remedies the breach by
registered letter with acknowledgement of receipt or in any other
durable written medium providing proof of sending.
However, in accordance with the provisions of Article 1220 of the French
Civil Code, this exception of non‐performance may not be used as a
22‐ JURISDICTION CLAUSE AND APPLICABLE LAW
In the event of any dispute, if no amicable solution is found within a
reasonable period of time, the Party to act first may take the matter
before the relevant court. All disputes shall be subject to the exclusive
jurisdiction of the Commercial Court of Paris (Tribunal de Commerce),
even in the case of the introduction of third parties or multiple
defendants, and the applicable law shall be French law.
The application of the Vienna Convention is expressly excluded by the
These GTCSPS are written in French. Should they be translated into one
or more languages, only the French version shall prevail in the event of a
SAS with share capital of €1 000 000
Zone Industrielle Les Charmes d’Amont, 13 Rue de Madrid ‐ 39500 TAVAUX
Tél : (+33) (0)126.96.36.199.30 ‐ Fax : (+33) (0)188.8.131.52.48
E‐mail : info@electro‐pjp.com
Website : www.electro‐pjp.com
Company trade register (RCS) of LONS‐LE‐SAUNIER – Company registration no. (SIRET) 316
085 828 00028
Intra‐community VAT no. FR 46 316 085 828
Insurance contract (Civil Responsibility) no. 119.114.181
MMA – 2 rue Sainte Catherine BP 1277 – 68055 MULHOUSE CEDEX, FRANCE
URC generated by the ADEME under the EPR EEE (AGEC Law): FR014682_05YIFJ