GTC
1. General
ELA INNOVATION (hereinafter the “Vendor”) designs, manufactures and markets electronic devices that can incorporate software developments such as beacons, Bluetooth sensors, tags and high-performance badges, which are presented in particular on its website (hereinafter the “Site”) https://elainnovation.com (hereinafter the “Products”) and in its catalog (see article 9 below).
In accordance with Article L 441-1 of the French Commercial Code, these General Terms and Conditions of Sale constitute the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which ELA INNOVATION supplies Products to professional customers (“Purchasers”) who request them, via the Vendor’s website, by direct contact, or via a paper or digital medium. They apply, without restriction or reservation, to all Products sold by the Vendor to Purchasers of the same category, regardless of any clauses that may appear in the Purchaser’s documents, and in particular its general terms and conditions of purchase.
In accordance with current regulations, these General Sales Conditions (GSC) are systematically communicated to any prospect or customer who requests them, to enable them to place an order. They are also communicated to any Buyer prior to the conclusion of a single agreement as referred to in articles L 441-3 et seq. of the French Commercial Code, within the legal deadlines.
All orders imply the Buyer’s acceptance of these General Terms and Conditions of Sale and of the general terms and conditions of use of the Seller’s website for electronic orders if this mode is activated on the Site. The information contained in the Vendor’s catalogs, prospectuses and price lists is given for information only and may be revised at any time. The content of the GCS prevails over these documents.
The Vendor is entitled to make any changes to these terms and conditions as it sees fit. The Buyer’s signature of an order or quotation drawn up by the Vendor implies prior acceptance of the GCS, unless special conditions are accepted in writing.
All modifications, amendments or changes to the terms contained in the GCS originating from the Buyer are expressly excluded and the GCS shall be deemed to prevail over any document produced by the Buyer. The Vendor’s failure to contest the terms contained in any subsequent communication from the Buyer shall never constitute a waiver, even partial, of the stipulations of the GCS.
The Vendor may also establish Categorical General Terms and Conditions of Sale, which derogate from the present General Terms and Conditions of Sale, depending on the type of Buyer in question, determined on the basis of objective criteria. In this case, the Categorical General Terms and Conditions of Sale apply to all Buyers meeting these criteria.
2. Order - Formation of the contract
The Buyer’s order is materialized either by an e-mail, or by an order form, or by the acceptance of a quotation issued by the Seller directly or via the Site.
The sales contract is definitively and irrevocably concluded as soon as the order confirmation is issued by the Vendor, acknowledging receipt of the Purchaser’s order or the return of a quotation drawn up by the Vendor and signed by the Purchaser. Any receipt and acceptance of Products by the Buyer also implies unreserved acceptance of the GCS.
3. Cancellation or modification of an order
Orders may only be modified or cancelled with the Vendor’s prior written consent for standard Products and with payment of the Vendor’s cancellation charges (flat rate of 20% of the initial price). Orders for specific or customized Products cannot be reduced or cancelled. Products may only be returned with the prior written consent of the Seller.
If, during the execution of an order, the Buyer makes changes to the specifications or characteristics of the Products or services, the conditions of acceptance, prices and deadlines initially stipulated will be automatically revised by the Seller.
4. Delivery and deadlines
Unless otherwise agreed, Products will be delivered to the address provided by the Buyer at the time of the order or indicated in the order confirmation. The Seller shall have the right, at its option, to make partial shipments of Products and to invoice each shipment separately. All delivery dates are indicative only, and the Seller shall not be liable for any loss or damage resulting from any delay or failure to deliver for reasons beyond the Seller’s reasonable control. Where delivery requires the intervention of a Seller’s technician, the Buyer undertakes to complete the pre-requisite document supplied to him and to comply, without reservation, with the general conditions of on-site intervention stipulated therein.
Any delays do not entitle the Buyer to cancel the order, refuse the goods or claim damages.
The Vendor is automatically released from any commitment to a delivery date in the event that the agreed payment terms have not been observed by the Buyer, in the event that the technical information to be supplied by the Buyer has not been received by the Vendor in good time, or in the event, in accordance with article 1218 of the French Civil Code, of force majeure or events such as : labor unrest, epidemic, war, requisition, fire, flood, tooling accident, major scrapping of parts during manufacture, interruption or delay in transport or any other cause leading to total or partial unemployment on the part of the Seller or its suppliers.
5. Shipping
Except where the carrier is chosen by the Vendor, our goods travel at the risk of the recipient Buyer, whatever the mode of transport. The transfer of risks to the Buyer occurs when the Products are handed over to the carrier. It is the Buyer’s responsibility to check deliveries on arrival and to make any reservations to the carrier within the legal time limits. En cas d’avarie ou de perte partielle, l’attention est attirée sur la nécessitée de faire toutes les réserves vis-à-vis du transporteur sur la lettre de voiture, le CMR ou le bon de livraison. Verification and control, in terms of quality and quantity, may not exceed 3 days after receipt. TOUTE RECLAMATION RELATIVE A UNE LIVRAISON DEVRA ETRE NOTIFIEE OU CONFIRMEE PAR LETTRE RECOMMANDEE AVEC ACCUSE DE RECEPTION RECUE DANS LES HUIT JOURS DE LA LIVRAISON.
In the case of international sales, delivery is subject to INCOTERMS EXWORKS or DAP, depending on what is agreed when the order is placed.
Products for which no complaint has been made within the above-mentioned time limit may not be returned to us unless we accept them in writing, and the delivery shall be deemed to have conformed. However, the return of the equipment does not exempt the Buyer from paying the invoice amount on the agreed due date. Under no circumstances may the Buyer make a deduction from the invoice without our prior written agreement.
6. Price
Except in the following cases, the prices invoiced are those shown on the proforma quotation and order confirmation. However, they may be revised in line with economic and monetary fluctuations that may arise during the course of an order, based solely on the following references: increases in raw materials, imported products, taxes relating to goods delivered, transport rates and currency fluctuations.
They are established in principle by an estimate which is valid for a maximum of 30 days. They are firm and non-revisable for a first order. The Vendor reserves the right to modify them in the event of new orders for any reason whatsoever, without the Buyer being able to claim any prejudice whatsoever.
Prices are quoted in euros or, if agreed by the Seller, in US dollars, exclusive of tax, without discount, plus postage and packing, and are also payable in euros or, if agreed by the Seller, in US dollars, unless otherwise agreed in the order confirmation.
Prices do not include customs clearance or payment of related duties.
7. Terms of payment
7.1 The terms of payment indicated on our price quotations or acknowledgements of receipt are exclusively valid. Otherwise, the price is payable in cash before delivery. A deposit of 50% of the estimated price may also be required to validate the order.
7.2 In the event of non-compliance with the payment deadline, and without the need for prior formal notice, the Buyer will be liable for the following late payment penalties. Pursuant to article L 441-10 of the French Commercial Code, the interest rate for late payment penalties will be equal to the interest rate applied by the ECB to its most recent refinancing operation, plus 10 percentage points. The rate applicable during the first half of the year concerned is the rate in force on January1st of the year in question. In addition, an amount of €40 will be charged for each payment incident as a fixed recovery indemnity.
7.3 Failure to meet a due date will automatically result in all sums due becoming payable. In addition, the Vendor reserves the right to suspend or cancel orders in progress without prejudice to any other remedy.
The Buyer waives the right to invoke compensation or the exception of non-performance which is not confirmed by an agreement with the Seller or an enforceable court decision.
7.4 Partial deliveries will be invoiced separately.
8. Reservation of ownership
The transfer of ownership of the Products is subject to full payment of the price by the Buyer, in principal and accessories, even in the event of the granting of payment deadlines. By express agreement, the Vendor may exercise its rights under the present retention of title clause, in respect of any of its claims, over all Products in the Buyer’s possession, said Products being conventionally presumed to be those unpaid, and the Vendor may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel sales in progress. The Buyer is prohibited from pledging the Products or transferring ownership by way of security. In the event of resale of the Products, the Buyer undertakes to immediately pay the Seller any part of the purchase price still due. This clause does not prevent the risk of loss of the Products from being transferred to the Buyer upon delivery. It is understood that ownership of any software incorporated in or forming part of the Products will always be retained by the Seller or its licensee(s), as the case may be.
9. General product descriptions
9.1 All advertising (by way of example and not by way of limitation: catalogs, leaflets, brochures, websites, etc.), commercial (by way of example and not by way of limitation: price lists, etc.) and technical (by way of example and not by way of limitation: instructions, diagrams, etc.) documents are merely informative descriptions of our products and are intended to publicize them.
9.2 This description in no way constitutes a binding offer, and we therefore expressly reserve the right at any time to make any changes we deem necessary, or to improve our equipment, without such changes giving the Buyer the right to rescind the sale or modify its terms. Only the drawing up of a quotation or an order confirmation fixes the terms of the order.
10. Limitation of liability
Acceptance of the equipment delivered releases us from any liability for damage suffered by the purchaser if the equipment, whether or not integrated into a package, should create quality, reliability or commercial problems for the purchaser.
Notwithstanding anything to the contrary contained in the T&Cs or any other document, the Seller’s liability under these terms and conditions (whether for breach of contract, tort, indemnity, or otherwise) shall not exceed an amount equal to the total purchase price paid by the Buyer to the Seller for the Product(s) giving rise to such liability.
Notwithstanding any stipulation to the contrary, in no event shall the Seller be liable for any indirect, special, consequential or incidental damages whatsoever (including, without limitation, damages for loss of use of facilities or equipment, loss of revenue, loss of data, loss of profits or loss of goodwill), whether or not the Seller has been advised of the possibility of such damages or has been negligent except for gross negligence or willful misconduct.
The Buyer ensures and assumes responsibility for the collection and disposal of waste electrical and electronic equipment (WEEE) under the conditions set out in Articles 21 and 22 of Decree no. 2005-829 of July 20, 2005, amended by the Order of October 8, 2014. Where expressly agreed in the sales contract, the organization of the removal and treatment of EEE placed on the market after August 13, 2005 may be entrusted to the Seller in accordance with article 18 of decree n°2005-829. In this case, the Buyer undertakes to notify the Seller at the end of the life of the equipment, to decontaminate it and to return it, together with the certificate of non-contamination, to the collection point indicated.
The financing of the removal and treatment of the equipment will be borne by the Buyer.
11. Warranty
11.1 The Seller warrants the products against any latent defects in material or construction which may appear under conditions of proper use within 24 months of shipment (except where otherwise specified). Provided that the Buyer is up to date with all such payments to the Seller and has properly used the products and kept and maintained them in good condition, the Seller warrants that the products supplied, subject to the above reservations, will be free from defects for 24 months after the date of shipment.
This warranty excludes the product’s battery and does not cover cases where the product’s life cycle is shorter than the warranty period, due to the user’s specific settings, such as the very short transmission cycle of the product’s frame. The Vendor may, at its option, repair or replace the Products concerned, provided that the Products or their defective parts are returned to the Vendor, carriage paid and suitably packaged, before the expiry of this 24-month period or within one month of its expiry, accompanied by a written claim specifying the date of purchase.
It is expressly stated by the Vendor, and accepted by the Buyer, that the Vendor in no way guarantees that the computer programs supplied will function without error or failure, and that the Vendor has no obligation of result in this respect. No product may be returned for credit, except with prior agreement.
11.2 Before returning the Products under warranty, the Buyer must remove any added or incorporated elements. The Vendor shall not be liable for any loss or damage suffered by such elements on the grounds that they have not been so removed. The fact that the Buyer returns the Products authorizes the Seller to remove these elements from the Products, without any liability on its part.
11.3 The warranty set forth in this section is accepted by the Buyer in lieu of all representations, conditions or warranties, express or implied, statutory or otherwise, as to the condition, fitness for a particular purpose or performance of the products (or any materials used in connection therewith) or as to the workmanship of such products. All such representations, conditions and warranties are hereby expressly excluded.
11.4 With the exception of any liability we may incur for death or personal injury resulting from negligence, we will not be liable under any circumstances for indirect, incidental or consequential damages to property or personal injury arising directly or indirectly from the supply of our products, regardless of the cause of such damages, and regardless of the basis of liability alleged (contractual liability, tort liability, misinterpretation of our statements or otherwise).
12. Export Restrictions
Buyer acknowledges that each Product and any associated software or technology, including technical information provided by Seller or contained in documents, are subject to applicable export controls. Buyer shall comply with all applicable laws, regulations, treaties and conventions relating to the export, re-export and import of any Product. The Buyer shall refuse, without first obtaining the necessary authorization from the appropriate government agency, to :
– Export or re-export any Item, or
– Export, re-export, distribute or supply any Product to a country under restriction or embargo or to a person or entity whose right to participate in the export has been denied or restricted by the competent authority.
Buyer shall cooperate fully with Seller in connection with any official or unofficial audit or inspection relating to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless for or in connection with any violation of this section by Buyer or its employees, consultants, agents or customers.
In addition to the above and pursuant to article 12 octies of consolidated regulation n°833/2014 amended by Council regulation (EU) 2023/2878 of December 18, 2023 the buyer acknowledges its commitment not to re-transfer, transfer, export or re-export goods to Russia. Furthermore, by virtue of article 8 octies of the consolidated regulation n°765/2026 modified by Council regulation (EU) 2024/1865 of June 29, 2024, the buyer acknowledges its undertaking not to re-transfer, transfer, export or re-export goods to Belarus.
13. Assignment of Jurisdiction
The Tribunal de Commerce de Montpellier -(Hérault-France) shall have sole jurisdiction to settle any dispute which may arise between the parties in connection with the GTCS (including but not limited to their interpretation or performance).
These General Terms and Conditions, as well as any contracts between the parties arising from them, regardless of their form, are governed by and construed in accordance with French law.
14. Language and interpretation
The original language of these GTC is French. The original language of any contract concluded between the parties hereunder is French. In the event of a dispute, the French version of the GCS shall prevail, even if a foreign language version has been drawn up for the Buyer’s understanding. All interpretations will be made solely with regard to this French version.
15. Specific conditions of sale related to Beta Test campaigns
The Purchaser acknowledges that he/she is aware that the products purchased are still in the testing phase and may therefore differ from the theoretical specifications. The Buyer acknowledges and accepts that, by way of compensation, he/she will benefit from an exceptional discount as part of this Beta Test campaign.
As part of this Beta Test campaign, the Purchaser undertakes to collaborate with the Design Office and Technical Support teams in order to gather feedback. The Buyer therefore undertakes to respond to ELA Innovation’s requests by e-mail and/or telephone until the end of the Beta Test campaign.
16. Specific sales conditions for CASSIA NETWORKS products
In the context of the resale by ELA Innovation of CASSIA Networks products, the Purchaser expressly acknowledges having read and understood the End User Licence Agreement (EULA) issued by CASSIA Networks, available at the following address:
The Purchaser agrees that the acquisition, installation, access or use of any CASSIA product or service implies its unreserved acceptance of the terms of the aforementioned EULA, excluding any liability of ELA Innovation for obligations that are the exclusive responsibility of CASSIA.
ELA Innovation shall in no event be liable for any consequences resulting from the non-performance or improper performance by the Purchaser or CASSIA Networks of its obligations under the EULA. It is the Purchaser’s responsibility to consult and ensure compliance with the terms of the EULA prior to any use of the products concerned.
17. GEOTAB Order Now specific sales conditions
The contract remains in force until it is terminated or, in the case of a fixed-term license, until it expires; however, rights under the contract terminate if the provisions are not complied with.
