1. General Scope
These general terms and conditions of sales aim at defining the contractual relations between IEC ELECTRONIQUE SAM, a limited liability public company, located 3 rue de l’industrie, 98000 Monaco (Principality of Monaco) with a share capital of 220.000 euros, registered at the “registre du Commerce et de l’Industrie de Monaco” under the following number n°65S01129 (« IEC ») and its client(s). Any order made by a client implies its total adhesion to this General Terms and Conditions of Sales agreement, these General Terms and Conditions of Sales will prevail over any other agreement, document, Terms and Conditions of Purchase or Sales that are unsigned by IEC and will represent the only contractual conditions and terms that will exist between IEC and its client(s). All indications stated in any documentation of IEC are simply indicative and not binding. Due the constant evolution of IEC manufacturing techniques and products, IEC reserves its right to make any changes to its materials and products sold without representing a possible cause of issue or claim from its client. This clause is imperative and applies beforehand an in priority over any interpretation technique of the agreement and if needed surpassing any articles of the law which is not imperative or of public order (equivalent to the articles 1156 and following of the French Civil Code) the parties to this agreement declare without any doubt that they have negotiated this agreement and all its clauses and terms are the result of a mutual drafting. Despite the signature of any quality charter originating from the client(s), it has been agreed in a derogatory way that IEC will remain expressly the sole party to decide its way of application.2. Orders
Any order made by a client must be done by and for the client use only, distributor(s) are subject to specific contractual terms and conditions. Any order must be made on a document bearing the header and coordinates of the client. Orders made orally will not be taken into account by IEC until reception of a written confirmation generated by the client. All orders must be over 100,- euros excluding VAT. No order will be considered binding until a confirmation of order is emitted by IEC. Orders can be cancelled by the client only 15 days before its planned delivery and with the express consent of IEC which will assess its feasibility.3. Price
All IEC prices are understood already excluding VAT, without any discount, without additional fees of any kind (transport, custom duties, etc) and on request. All IEC prices are determined in accordance to the costs of precious materials and the cost of all the other materials used in the particular product sold by IEC. The prices are made depending on the volume ordered. Any oral communication of a price by IEC will not be binding for IEC. Only the numbers stated on the IEC offer(s) to the client and/or the confirmation of order emitted by IEC to this particular client and order will be taken into account for invoicing purposes. The confirmation of order emitted by IEC will prevail over any other document in case of a difference of price. The prices communicated by IEC are based on the latest economical data available at the time of the emission of the confirmation of order, they are revisable and are rendered known only at the time of the reception of the confirmation order.4. Timings
Except in the case of Force Majeure, the delivery times to be taken into account are the ones mentioned in the confirmation order generated by IEC, it is understood that a variation of 5 days is possible without any damage for the client until the product is ready for transportation. Any order implying a delivery under 30 days or a shortening of a pre- agreed timing will be subject to an additional charge of 25% and the prior approval of the commercial service of IEC.5. Delivery and packing
Unless otherwise stipulated, IEC products are given with a packaging destined to be discarded. The deliveries start from Monaco, IEC factory, according to the EXW Incoterms 2020. The client can propose and pay his own transportation. Otherwise, the transportation will be done with payment on arrival due by the client. The deliveries to continental France with a value exceeding 230 euros VAT excluded will be done free of charge in terms of packaging and transportation for any lower amount a fee for transportation of 15,- euros will be charged. In all cases, the client will be the sole responsible in terms of full compliance with any national or international legislation and norms applicable to the IEC products during their transport out of the IEC factory in Monaco (Principality of Monaco).6. Payment
All first orders will have to be paid in advance and in full before transportation. In all other cases, the sales are made without merchant discount rate to be paid within 45 days from the end of the month following its day of delivery EXW Monaco. All delays of payment will be automatically subject to the generation and the payment of a cumulative monthly interest of 10,25% by the client and the halt of any ongoing order by IEC.7. Right of Ownership
IEC remains the sole owner at all time of the products sold until the full effective payment of the invoice related to these products. The products delivered and not paid are to be considered to be under the supervision and the liability of the client for the benefit of IEC. The client will bear all the risks of damages that the product(s) and packing(s) may suffer or cause. Until the full payment is made the products cannot be sold again without the prior approval of IEC. The intellectual property of the products manufactured by IEC and IEC’s tools remain the exclusive ownership of IEC at all times despite any previous signed agreement or clause of hierarchy of the agreements. The products sold by IEC cannot be modified in any way, copied in part or in whole without the prior written express agreement of IEC.8. Complaints and Returns
All special orders will be manufactured solely following the instructions of the client and subject to the terms of the confirmation order emitted by IEC. For this reason, in case of mistake in the order of the client, the products delivered cannot be exchanged or returned, these products can only be modified if the client wishes and if IEC accepts to do it. Any modification of product are not done free of charge but invoiced at the best price. Any return made a client with transportation to be paid at reception will be refused by IEC. No voucher will be issued by IEC to a client if the product was made in accordance with the order or the last known technical specifications known by IEC.9. Warranty
IEC warranty will not cover any accidental deterioration not due directly to IEC, the liability of IEC towards its products and/or client(s) is exclusively limited and in all cases to the sole replacement of the product or the repair of defaulting products considered also as such by IEC quality control department. This warranty is limited to 36 months from the day the products are delivered to the client. In all cases, the client is the sole liable for the compliance of IEC product(s) with all legislation, norms whether national or international, IEC limiting its role to the manufacture of product as ordered and approved by the client.10. Disputes
These general sales terms and conditions are made under the laws and the competence of the courts of Monaco. IEC has the right to modify these general sales applicable to the next order for the client.Terms and Conditions of sale applicable from January 1st 2022 onwards.