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General Terms and Conditions of Sale

(Version updated September 2024)

1. Definitions

Elfa Distrelec: Elfa Distrelec Sp.zoo with its registered office in Warsaw at Ul. Domaniewska 48, PL-02-672 , Warszawa Poland entered into the Register of Entrepreneurs of the National Court Register kept by District Court for m.st Warsaw, XII Commercial Division under registration number KRS 0000034722, NIP PL5251269216, REGON 011992467;

Elfa Distrelec Privacy Policy: means Elfa Distrelec's privacy policy available at https://www.distrelec.de/cms/datenschutz

Elfa Distrelec Returns Department: means as indicated in the returns section of the Elfa Distrelec Website;

Elfa Distrelec website: means Elfa Distrelec’s website at https://www.elfadistrelec.pl/

2. General

2.1 These terms and conditions apply to all product orders on Elfa Distrelec Website accepted by Elfa Distrelec. No other terms and conditions will apply to the supply of products by Elfa Distrelec unless agreed in writing by an authorised representative of Elfa Distrelec or unless otherwise expressly stated in these terms and conditions.

2.2 All product descriptions contained on Elfa Distrelec Website or otherwise communicated to the purchaser of these products (hereinafter referred to as the "Customer") are approximate only and do not form part of the contract between Elfa Distrelec and the Customer. Elfa Distrelec shall not be liable to the Customer for any errors or omissions on the Elfa Distrelec Website, in the Elfa Distrelec catalogue or other product advertisements. Product advertisements on the Elfa Distrelec Website do not constitute an offer within the meaning of Article 66 § 1 of the Act of 23 April 1964. Civil Code, but only an invitation to place an order for the purchase of products made to the Customer by Elfa Distrelec. Elfa Distrelec will accept the Customer’s order when Elfa Distrelec confirms the pricing and delivery dates to the Customer in writing at that point an agreement will be concluded between Elfa Distrelec and the Customer.

2.3 Products which are not kept in stock by Elfa Distrelec of which some may have a 10-digit stock number starting with "2508..." or "2509..." (products "Extended Range") are not stocked by Elfa Distrelec. Any clauses in these terms and conditions expressly stated as relating to Extended Range products will take precedence over any other provisions elsewhere in these terms and conditions.

2.4 These terms and conditions do not apply to export transactions, ServicePlus products or to Product Plus products, to which separate terms apply.

2.5 For private individuals acting as consumers separate terms and conditions apply which can be found on the Elfa Distrelec Website.

2.6 The Customer shall pay particular attention toclause 12, which sets out certain limitations of Elfa Distrelec's liability.

3. Prices

3.1 Product prices are in line with the prices listed on Elfa Distrelec Website. Elfa Distrelec reserves the right to change prices without notice at any time. The Customer is informed that prices and products in the printed catalogue are subject to change. Up-to-date information can be found on the Elfa Distrelec Website. In the event of a discrepancy between the prices of any products listed on the Elfa Distrelec Website and the prices quoted in the printed catalogue, the prices quoted on the Elfa Distrelec Website shall prevail.

3.2 The price of the product ordered will be the price specified on the Elfa Distrelec Website at the time of order acceptance by Elfa Distrelec, except for products ordered for delivery at a specified date in the future ("Future Orders"). The price for Future Orders may be changed by Elfa Distrelec after the date of acceptance of the order by electronic notification to the Customer.

3.3 All prices are exclusive of VAT and other applicable local sales taxes, which Elfa Distrelec will add at the rate in effect on the date of acceptance of the order.

3.4 The prices of products from the Extended Range are in accordance with the prices given on the Elfa Distrelec Website, unless they have been agreed in electronic form with an authorized Elfa Distrelec representative. Discounts given by Elfa Distrelec in respect of standard stocked Elfa Distrelec products or any other Elfa Distrelec offer will not apply to products in the Extended Range. Products from the Extended Range will be invoiced separately from standard stored products.

4. Ordering

4.1 Elfa Distrelec reserves the right to refuse to enter into a transaction with any company or individual. Elfa Distrelec may refuse to accept any order, whether or not payment has been received, by notifying the Customer by telephone or email of its refusal within a reasonable period of time after Elfa Distrelec has received the order. In addition, Elfa Distrelec may cancel orders that have been accepted by notifying the Customer of their cancellation by telephone or email within a reasonable period of time after Elfa Distrelec has received the order. If Elfa Distrelec rejects or cancels an order for which payment has been taken, Elfa Distrelec will refund this amount to the Customer as soon as reasonably practicable.

4.2 Elfa Distrelec fulfils orders according to the Customer's requirements but can provide replacement products at the Customer's request or when the product has been replaced by the latest version. To the extent that orders cannot be fulfilled in full from stock, the remaining unfulfilled portion (at the Customer's option) will be recognized as an outstanding order that will be fulfilled when Elfa Distrelec has available stock, or cancelled and refunded to the Customer.

4.3 The Customer must place orders using Elfa Distrelec stock numbers and the priced items used on the Elfa Distrelec Website or in the Elfa Distrelec catalogue in print, and must specify which delivery option is required. Any confirmation of a prior order by the Customer must be marked as "CONFIRMATION ONLY" or otherwise clearly identified as a confirmation to avoid duplicate orders. If the Customer orders the wrong product or the wrong number of products, or duplicate orders, the provisions of clause 13 (Cancellations and Refunds) will apply.

5. Delivery

5.1 Subject to the cancellation, substitution or non-execution of Customer's orders in accordance with clause 4 ( Orders), Elfa Distrelec will deliver the products specified in the Customer's order. Elfa Distrelec may use third-party suppliers to deliver products to Customers.

5.2 The delivery options to the Customer and their prices are in accordance with the options and prices specified on the Elfa Distrelec Website on the day of placing the order or will be communicated to the Customer at the time of placing the order. The customer is informed that delivery options and prices in the printed catalogue are subject to change and current information can be found on the Elfa Distrelec Website. In the event of a discrepancy between the delivery options and delivery prices of the products listed on the Elfa Distrelec Website and in the printed catalogue, the delivery options and delivery prices quoted on the Elfa Distrelec Website shall prevail.

5.3 Delivery prices are per order, regardless of the number of products ordered. Delivery will be made to the usual address of the Customer's company, unless otherwise agreed in electronic form.

5.4 Elfa Distrelec will endeavour to deliver the products in accordance with the delivery times and dates stated on the Elfa Distrelec Website or by Elfa Distrelec employees ("Estimated Delivery Time"), however the Estimated Delivery Times quoted are approximate only and Elfa Distrelec will not be liable for the consequences of any delay in delivery. Delivery time is not an essential condition. Products marked in the printed catalogue or on the Elfa Distrelec Website as requiring special handling may (due to the nature of these products) take longer to arrive.

5.5 If any delivery has not been made within the Estimated Delivery Time , then provided that the Customer notifies Elfa Distrelec of such delay, Elfa Distrelec will endeavour to determine whether the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery date. Elfa Distrelec may also, at its discretion, refund the total delivery fee to the Customer. If the revised delivery date is not acceptable, Elfa Distrelec may also, at its sole discretion, propose an alternative delivery option. These are the only remedies available to the Customer in the event of a delay in delivery.

5.6 Elfa Distrelec will aim to deliver the products in the Extended Range in accordance with the lead times published for them on the Elfa Distrelec Website. All such lead times are approximate only and no other delivery options are available for the Extended Range products. Elfa Distrelec may, after the Customer has placed an order, notify the Customer if Elfa Distrelec is unable to fulfill the order for the Extended Range products within the published lead time and may provide alternative options.

6. Visual inspection, delivery delays and non-delivery

6.1 The Customer is obliged to inspect the products as soon as reasonably possible after delivery or receipt. The Customer shall, within 30 days of the date of delivery or collection or, in the case of sub-clause 6.1(iv) below, of the stated delivery date or updated Estimated Delivery Time, notify Elfa Distrelec in detail of:

  1. Any defects in the product that are apparent upon reasonable examination. In this case, Elfa Distrelec will, at its discretion, replace the products or refund the purchase price. In any case, the Customer must reject shipments delivered to the Customer in a damaged condition;
  2. Any shortage of supplied products. In this case, Elfa Distrelec will, at its sole discretion, supply the undelivered products or refund the price of the undelivered products;
  3. Any delivery of products that does not match the order. In this case, Elfa Distrelec will, at its sole discretion, replace the products or refund the purchase price; or
  4. Non-delivery of products (in this case, the deadline is 10 days from the Estimated Delivery Time of shipment). In this case, Elfa Distrelec will deliver the undelivered products or refund the price of the undelivered products.

6.2 In the absence of such notification from the Customer, it is definitively assumed that the products are in all respects conform with the order and free from apparent defects, and therefore it is considered that the Customer has accepted the products. Elfa Distrelec's record of the products shipped (including quantities) will be conclusive evidence that the Customer has received the products, unless the Customer proves otherwise.

6.3 The remedies set out above are the Customer's exclusive remedies for failure to deliver the products or for failure to deliver all products, defects in the products or delivery of the products not in accordance with the order.

7. Payment

7.1 Unless Elfa Distrelec has granted the Customer a deferred payment term, payment is required at the time of the order.

7.2 A deferred payment term may be applied (subject to satisfactory references and at Elfa Distrelec's sole discretion). If a deferred payment date is granted, after accepting the Customer's order, Elfa Distrelec will issue an invoice to the Customer. This invoice will be emailed to the Customer in PDF format, unless otherwise agreed between Elfa Distrelec and the Customer. The Customer will pay the price of the product within 15 days net of the date of the invoice. All payments must be made without any set-off , deductions, or counterclaims.

7.3 If any amount is not paid within the due date of payment, then, without prejudice to any other rights or remedies:

  1. all amounts not then paid by the Customer will become immediately payable and due, notwithstanding that they would otherwise not be due until a later date, and
  2. Elfa Distrelec may also charge the Customer interest for the period from the due date to the date of full payment (both before and after the issuance of a possible judgment) on the unpaid amount at a rate of 4% per annum above the base rate of the European Central Bank, provided that such interest will in no case exceed the interest rate set by the Monetary Policy Council; and
  3. Elfa Distrelec may stop accepting orders and/or hold shipments until full payment has been made.

8. Risk and Ownership

8.1 In the case of products to be delivered to the Customer's premises, the risk of loss or damage to the products passes to the Customer upon delivery, unless the Customer wrongfully fails to collect the products, in which case this risk passes to the Customer upon Elfa Distrelec's attempt to deliver the products. In the case of products that the Customer orders for collection from the Elfa Distrelec point of sale, the risk of damage or loss of the products passes to the Customer at the time of collection.

8.2 Ownership of the delivered product shall pass to the Customer only upon full payment of the purchase price of the products and any other amounts due to Elfa Distrelec . If the Customer is late in paying any amount to Elfa Distrelec, Elfa Distrelec will be entitled to an immediate refund of all products that have not passed to the Customer . Customer authorizes Elfa Distrelec and its agents to retrieve such products in such circumstances and to enter the Customer's premises for this purpose.

8.3 A demand for recovery or recovery of the products by Elfa Distrelec does not release the Customer from the obligation to pay the full price and collect the products, nor does it deprive Elfa Distrelec of the right to bring an action for payment of the full price.

9. Product and Availability Information

9.1 Elfa Distrelec reserves the right, without notice, to discontinue any product or make design changes as part of a continuous product improvement program or to ensure product availability, and such changes may occur during the term of each Elfa Distrelec catalogue. The most up-to-date information on the availability and design of products supplied by Elfa Distrelec is available on the Elfa Distrelec Website.

9.2 Unless otherwise confirmed in electronic form, no information on the Elfa Distrelec Website or in any Elfa Distrelec catalogue shall be taken as statements as to the source of origin, manufacture or production of products or parts thereof.

10. Guarantees and measures

10.1 Elfa Distrelec ensures that no product purchased from Elfa Distrelec has significant defects

10.2 In the event of any material defect in such a product, subject to the provisions of clause 5 (Delivery) for apparent defects at the time of delivery, Elfa Distrelec will (at its option) replace or repair the product or refund the purchase price.

10.3 These warranties do not apply to any defects resulting from misuse, failure to follow the product manual, and repairs or modifications made without Elfa Distrelec's approval.

10.4 The measures set out in this clause 10 will be the only remedies available to the Customer in the event of a breach of warranty and in relation to the delivery or non-delivery of the products.

10.5 The remedies set out in this clause 10 are available provided that:

  1. Elfa Distrelec will make a claim in writing, prior to the return of any defective product, within 12 months of the original date of dispatch or such other period as may be indicated in writing by Elfa Distrelec for the products concerned (subject to the proviso that for certain RND products or RS Pro type products this period may range from 12 to 36 months as stated on the Elfa Distrelec Website); and
  2. The Customer shall return or dispose of the relevant products or make them available for collection by Elfa Distrelec , in accordance with Elfa Distrelec's instructions and in appropriate packaging. In particular, for any returns, the Customer must obtain a return number from Elfa Distrelec and include it on all documents and include the original invoice number for the products and the nature of the defect being reported.

10.6 In the event that the Customer returns defective products other than in accordance with these provisions, Elfa Distrelec may refuse to accept such products and return them to the Customer at the Customer's expense.

10.7 Any products that are replaced by Elfa Distrelec become the property of Elfa Distrelec. Ownership of the replacement products shall pass to the Customer in accordance with the provisions of clause 8 (Risk and Ownership) and the warranty period for the replacement product will be the remaining warranty period for the defective product.

10.8 The Customer shall not be entitled to any remedy for any misrepresentation the Customer has relied on when ordering the products (unless such misrepresentation has been made fraudulently) other than as expressly set out in these terms and conditions.

10.9 Except as expressly set out in these terms and conditions, all implied warranties and conditions (statutory or otherwise) relating to the supply or non-delivery of the products are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality and fitness for purpose).

10.10 The Customer acknowledges that it is the responsibility of the customer to ensure that the products ordered are suitable for the purposes for which the Customer intends to use them.

11. Export Control and Usage Restrictions

11.1 Certain products sold by Elfa Distrelec are subject to the export control laws of the United Kingdom, the United States of America, the European Union and other countries ("Export Laws"). Customer must comply with such Export Laws and obtain any licenses or permits required to transfer, export, re-export, or import the products.

11.2 Customer shall not, directly or indirectly, sell, permit the sale, transfer, export, re-export, or otherwise deliver the products to any country or entity subject to sanctions or embargoes from the United Kingdom, the United States of America, the European Union, or any other country.

11.3 The Customer certifies that the products purchased from Elfa Distrelec will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, their delivery vehicles and systems, or in the development of any weapons of mass destruction.

11.4 Products sold by Elfa Distrelec are not recommended or authorized for use in life support, surgical implantation, nuclear or aerospace applications, or for any application where the failure of a single component could cause significant harm to persons or property.

11.5 Product classifications for export purposes, including ECCN codes and Harmonized Tariff codes, are made for internal Elfa Distrelec use only. Such information is provided by Elfa Distrelec in good faith, based on the information available at the time of its development. Elfa Distrelec does not represent or warrant that this information is current or correct and shall not be liable to the Customer for any loss or damage incurred by the Customer as a result of reliance on such information. The Customer's use of this information is at the Customer’s own risk without recourse to Elfa Distrelec. The Customer is responsible for ensuring compliance with all applicable export regulations, including determining the correct classification of the item at the time of its onward export.

12. Liability

12.1 Subject to clause 12.3, Elfa Distrelec shall not be liable (whether in tort (including negligence), contract, breach of duty, or otherwise) for: (a) indirect or consequential loss or damage; (b) loss of revenue; (c) loss of profits; (d) loss of performance; (e) loss of production; (f) loss of business or anticipated future business activity; (g) economic losses; or (h) damage to the reputation or goodwill of the company.

12.2 If, notwithstanding anything to the contrary in these terms and conditions, Elfa Distrelec has any liability, Elfa Distrelec's liability to the Customer arising out of or in connection with these terms and conditions or any order, whether in contract, tort or otherwise, shall be limited in the aggregate to PLN 10,000 or the total value of the order, whichever is greater.

13. Cancellations and refunds in case of no defects

13.1 Elfa Distrelec may, at its sole discretion and in writing, allow the cancellation of an order in the absence of a defect in the product, provided that Elfa Distrelec recovers from the Customer the costs incurred by Elfa Distrelec and subject to payment of the handling fee provided for in this clause 13.

13.2 In the event of cancellation of only part of the order, Elfa Distrelec may issue an invoice to the Customer for the difference in the unit sales price, which applies to the quantity actually shipped until the cancellation in relation to the quantity ordered.

13.3 A handling fee may apply to all products returned for reasons other than defects covered by the warranty referred to in clause 10.

13.4 A customer can return products to Elfa Distrelec and have an overpayment, refund or replacement of products only under the following conditions:

  1. The Customer should contact Elfa Distrelec to obtain a return number (it should be included on all relevant documents);
  2. Returns must be made within 30 days of delivery (as stated on the delivery documentation) or receipt of the product(s);
  3. Products must be returned to Elfa Distrelec in their original condition and packaging and in a condition that will make them immediately suitable for resale;
  4. The customer must follow any specific instructions that appear on the Elfa Distrelec Website with the product in question regarding its return to Elfa Distrelec;
  5. Products must be returned properly packaged and clearly labelled to the Elfa Distrelec Returns Department; and
  6. The Customer must provide the return number on the returned package.

13.5 In the event that the Customer returns products to Elfa Distrelec in violation of the provisions of clause 13.4 (i) - (vi) above (for example, after the return period has expired or in an unusable condition), Elfa Distrelec may refuse to accept the return and return the products to the Customer at the Customer's expense, or may charge a handling fee equivalent to the actual cost of re-service.

13.6 The no-defect return policy does not apply to software, calibrated products, products in production packaging, non-catalogue products, extended products, specially manufactured products, and any products marked as non-cancellable (NC) or non-returnable - NR). In addition, Elfa Distrelec does not accept returns of electrostatic discharge (“ESD”) sensitive devices where the integrity of the original Elfa Distrelec ESD packaging has been compromised, e.g. a pouch has been opened and resealed, or multiple pouches have been sewn together.

13.7 Elfa Distrelec is not responsible for loss or damage to products during transit from Customer to Elfa Distrelec if Elfa Distrelec did not provide a collection service.

14. Force Majeure

A force majeure event is any event beyond Elfa Distrelec's reasonable control (including, but not limited to, strikes, pandemic, epidemic, crisis or outbreak of disease or conflict, governmental action, traffic restrictions, downtime of any outside line, or Elfa Distrelec's inability to obtain materials or articles necessary for the performance of the contract, except at increased prices). If Elfa Distrelec is prevented or limited in all or part of its obligations under these terms and conditions due to any force majeure event, then Elfa Distrelec will be released from its obligations during the duration of such event and will not be liable for any delay and/or failure to perform its obligations during such period. If a force majeure event occurs for a period longer than 14 days, Elfa Distrelec may cancel the order in question without liability to the Customer.

15. Intellectual Property Rights

15.1 The Customer acknowledges that Elfa Distrelec and its licensors own the intellectual property rights to the Elfa Distrelec Website, Elfa Distrelec catalogues, catalogue contents and stock numbers and that their reproduction in whole or in part without the prior written consent of Elfa Distrelec is prohibited.

15.2 Elfa Distrelec makes no warranties or representations to the Customer that any products supplied do not infringe the intellectual property rights of third parties.

16. Anti-corruption provisions

16.1 Customer shall (and shall ensure that persons associated with it or others purchasing products in connection with these terms and conditions will) comply with all applicable anti-bribery and anti-corruption laws (hereinafter referred to as the "Relevant Requirements") and shall:

  1. not (directly or indirectly) induce any employee, agent or subcontractor of Elfa Distrelec to make any concessions or provide any benefit to the Customer, or to refrain from doing anything, in exchange for a gift, cash or other inducement;
  2. not do or omit to do any act that causes or leads to Elfa Distrelec to be in breach any of the Relevant Requirements; and
  3. promptly notify Elfa Distrelec of any request or demand for undue pecuniary benefit or other benefit of any kind received by the Customer in connection with these terms and conditions.

16.2 Financial restrictions on gifts and entertainment are included in the RS Group Anti-Bribery Policy and further details are available upon request.

16.3 Any violation of this clause 16 will constitute a material breach of these terms and conditions that cannot be cured.

17. Data Protection and Customer Information

17.1 For more information about how Elfa Distrelec processes personal data, please see the Elfa Distrelec Privacy Policy.

18. Miscellaneous

No waiver

18.1 A party's failure to enforce or exercise, or delay in enforcing or exercising any right or remedy under these terms and conditions or at law, shall not be deemed a waiver of that or any other right or remedy, nor shall it prevent the enforcement or exercise of that or any other right or remedy at any time thereafter. A waiver of any breach of these terms and conditions shall not be deemed a waiver of any subsequent breach.

Variation

18.2 Change

No amendment to these terms and conditions will be valid unless in writing (excluding email) and signed by or on behalf of either party.

Applicable law and jurisdiction

18.3 The agreement between Elfa Distrelec and the Customer based on these terms and conditions and applicable to each order of the Customer shall be governed by and construed in accordance with the laws of Poland, and the Client submits to the exclusive jurisdiction of the Polish courts, but Elfa Distrelec may enforce the agreement in any competent court.

18.4 If a court or competent authority finds that any part of these terms and conditions is unenforceable or would be held to be unenforceable if interpreted in a certain way, it is the express intention of the parties that the wording in question be interpreted in such a way as to avoid such a finding and that, in the event of such a determination, the remainder of the provision in question will be interpreted in such a way as to give full effect.

Exclusion of Third Party Rights

18.5 Nothing in these terms and conditions, or any of the terms implied hereunder, is enforceable under the Act of 23 April 1964. Civil Code by a person who is not a party to it.

If these terms and conditions change, the revised terms and conditions will include a new effective date and will be posted on the Elfa Distrelec Website. Please check back regularly to keep informed of updates. The effective date of these terms and conditions is September 2024.