Terms & Conditions of Sales

2023 General Terms and Conditions of Sale

Finished Products, Accessories and Spare Parts for the Coffee Market

LEGAL NOTICE

ELECTROLUX PROFESSIONNEL

Simplified joint-stock company

Share capital: EUR 8,773,020

Registered office: 10 avenue du Stade de France – 93200 Saint-Denis

996 750 030 R.C.S. Bobigny

PURPOSE OF THE T&Cs – GENERAL INFORMATION

These General Terms and Conditions of Sale (the “General Terms and Conditions of Sale” or “T&Cs”) apply to any sale between ELECTROLUX PROFESSIONNEL and a buyer acting in the course of his professional activity (the “Customer”) concerning “Finished Products”, accessories and/or spare parts for the coffee market, sold exclusively under the “ELECTROLUX PROFESSIONAL”, “UNIC”, “GRINDMASTER” trademarks or any other trademark that belongs to the ELECTROLUX PROFESSIONAL group (hereafter, collectively the “Products”). The T&Cs apply to all types of sales (e.g., traditional trade, catalogs or Internet sales).

In accordance with Article L441-1 III of the French Commercial Code, the T&Cs form the basis of the trading relationship between ELECTROLUX PROFESSIONNEL and the Customer when the parties are required to negotiate and conclude an annual distribution agreement within the meaning of the provisions of Article L. 441-3 of the French Commercial Code.

Any derogation from the T&Cs must be subject to prior written consent from ELECTROLUX PROFESSIONNEL. Any modifications to and derogations from the T&Cs only apply to the current order, with the customer remaining unable to make use of them on any other orders, unless ELECTROLUX PROFESSIONNEL has provided written consent for them to do so.

Any obligation of a legal or regulatory nature borne by the customer cannot be transferred to ELECTROLUX PROFESSIONNEL.

Any clause that is contrary to the T&Cs shall be considered unwritten.

PRODUCTS

The Products offered for sale by ELECTROLUX PROFESSIONNEL are those featured in its catalogs and on its website or, in special cases, as per the Customer’s requirements (i.e., specific or customized products). Products are offered within the limits of available stock.

The information, photographs and prices shown in the catalogs and brochures are non-contractual and for information purposes only and may be revised at any time.

ELECTROLUX PROFESSIONNEL reserves the right to make any changes in presentation, shape, dimensions, design or material to any Products whose reproductions and descriptions feature on its documents, without prior notification to the Customer, particularly when such modifications are required for compliance or security reasons.

ORDERS

All Product orders must be subject to ELECTROLUX PROFESSIONNEL’s agreement, specifically stating the quantities ordered, the price of the Products and delivery times. Orders received and commitments made by our representatives are only valid after express and written acceptance/confirmation by ELECTROLUX PROFESSIONNEL.

All orders imply unconditional acceptance of ELECTROLUX PROFESSIONNEL’s offer and T&Cs as well as the pricing conditions and financial terms applicable on the day the order was placed.

Any modifications to a confirmed order are subject to approval by ELECTROLUX PROFESSIONNEL.

Any order for which a delivery postponement, at the Customer’s request, has not been requested at least fifteen (15) days before the delivery date confirmed by ELECTROLUX PROFESSIONNEL, will be subject to logistics costs at a fixed fee of €15, excl. VAT, per product and per additional calendar day of storage.

ELECTROLUX PROFESSIONNEL will charge an additional management fee of €25, excl. VAT, for any Product orders that are less than or equal to this amount.

Any items that are added to an order that has already been placed shall be subject to a new ELECTROLUX PROFESSIONNEL agreement and a separate sales contract specifying the applicable terms and conditions (price, conditions, delivery time, etc.).

Order cancellation policy

In the event of cancellation of an order, after it has been confirmed by ELECTROLUX PROFESSIONNEL, for any type of Product whatsoever (Catalog Finished Product, Product made to order, special manufacture or specific production, accessories, spare parts), the entire order amount will remain due.

PRICING CONDITIONS

Products are supplied in return for payment, by the Customer, of the applicable price listed on the ELECTROLUX PROFESSIONNEL price list in force on the date the order was placed, plus any taxes in force and all potential delivery and transport costs.

ELECTROLUX PROFESSIONNEL may change its price list throughout the year without prior consent or information. Before each order, the Customer must request the current price list. ELECTROLUX PROFESSIONNEL’s prices are valid for six (6) months after the order has been confirmed. Any order that has not been delivered within this time frame may be subject to price changes in line with the updated price list, at ELECTROLUX PROFESSIONNEL’s discretion.

In the event of a significant change in the price of the raw materials used to manufacture the Products between the date the sales contract was concluded and the scheduled Product delivery date, which makes the order’s fulfillment excessively expensive for ELECTROLUX PROFESSIONNEL, the latter may ask the Customer to renegotiate the pricing conditions.

PAYMENT METHODS

Unless otherwise accepted in writing by ELECTROLUX PROFESSIONNEL, all Product orders must be paid for in full by the Customer in accordance with the following schedule:

25% of the total price in the form of a deposit paid when placing the order,
Payment of the balance as soon as the Products are made available in the factory.

Net payments, including all expenses and charges, are made at ELECTROLUX PROFESSIONNEL’s registered office. Payment by check is not permitted. In cases of payment through bills of exchange, the Customer is required to return the bills of exchange presented to them, having accepted them, within a maximum of seven (7) days; the related costs shall be borne by the Customer.

If payment is made prior to the due date, this does not give the right to any discount.

Payment terms and conditions may not be delayed or suspended under any pretext whatsoever and no claim on Product quality is suspensive of payment thereof if the claim was not noted on the carrier’s receipt and formally confirmed afterwards in the conditions provided for by French law and if proof of such defect has not been provided before the deadline.

Payment of year-end bonus rebates granted by ELECTROLUX PROFESSIONNEL will be made by all means at ELECTROLUX PROFESSIONNEL convenience and will be subject to the Customer’s strict compliance with the terms and conditions of payment.

ELECTROLUX PROFESSIONNEL does not authorize any conventional clearing method or any offset against debts held by third parties (e.g., Customer’s subsidiary).

Any partial payments will initially be charged against the non-preferential part of the claim and then against the amounts with the oldest due dates.

LATE PAYMENT

In accordance with the provisions of Article L. 441-10 II of the French Commercial Code, any non-payment on the due date referred to in the invoice shall result in the automatic application of interests at an amount equal to the European Central Bank’s (ECB) interest rate applied in its current refinancing operation, plus an increment of 10 percentage points. The Customer will also be liable, from the day after the payment date, to pay a fixed fee for recovery costs, totaling €40.

In cases of late payment, whatever the cause, ELECTROLUX PROFESSIONNEL may also, in addition to applying the aforementioned fees, suspend all current orders, without prejudice to any other course of action and without any indemnity being claimed against them.

Any request for a signed delivery receipt which proves to be unjustified and leads to a delay in payment shall automatically result in the aforementioned late fees being applied.

In case of non-payment of late fees by the Customer, ELECTROLUX PROFESSIONNEL may proceed to recover the fees ten (10) days after their formal demand has remained unanswered. ELECTROLUX PROFESSIONNEL reserves the right to offset the amount of late fees against any discount, rebate, bonus or markdown that would be due to Customer. In the event of continued non-payment, ELECTROLUX PROFESSIONNEL may decide to cancel the sale and demand the return of the Products, without prejudice to any other damages. Resolution will not only affect the order concerned but also all previous unpaid orders, whether delivered or in the process of being delivered and whether their payment is due or not.

In the event of non-payment, the Customer must also repay all costs incurred for the recovery of the sums due, including legal fees (any invoice collected through the legal department will be liable to an indemnity fixed at the flat-rate sum of 10% of the amounts due with a minimum payment of €77).

In the case of payment by commercial paper, failure to return commercial paper will be considered as a refusal of acceptance equivalent to a non-payment. Similarly, when the payment is made in installments, the non-payment of a single installment will result in the entire debt becoming due for payment immediately, without formal notice.

FINANCIAL GUARANTEE REQUIREMENTS

In the event of Customer credit deterioration, ELECTROLUX PROFESSIONNEL reserves the right to request guarantees or a cash settlement before fulfilling the orders received. ELECTROLUX PROFESSIONNEL reserves the right, at any time and depending on the risks, to set a credit limit. This will particularly be the case if a change in the debtor’s capacity, in his professional activity (and if the Customer is a Company, a change in the Executive Managers), or if any activity whatsoever (assignment, lease, pledge or contribution of their business assets) has an adverse effect on the Customer’s credit.

PRODUCT BUYBACK

In exceptional circumstances, ELECTROLUX PROFESSIONNEL may repurchase Finished Products, accessories and/or spare parts that are in pristine condition and in their original packaging, only in the event of an ordering error by the Customer and provided that the request has been made within a maximum of one week following delivery and after ELECTROLUX PROFESSIONNEL has provided prior written consent. In cases where the repurchase of Finished Products, accessories and/or spare parts has been agreed, a credit note will be issued that will include a 20% deduction of the value of the Finished Products, accessories and/or spare parts concerned, for management fees and re-marketing costs of said Finished Products, accessories and/or spare parts; it being specified that this provision does not apply to Products made to order, special manufacture or specific production or whose production was interrupted on the date of the Customer’s request. No buyback or credit note will be granted in the event that the net invoicing value of the Finished Products, accessories and/or spare parts affected by the Customer’s request is below €150, excluding VAT.

DELIVERY – SHIPPING – RISKS

10.1. Delivery – Time frames

Deliveries are made in one of the following ways:

Products are delivered directly to the Customer,
Notice that the Products are ready to ship/to be picked up,
Delivery of Products in ELECTROLUX PROFESSIONNEL factories, stores or warehouses to a shipper or carrier.

Delivery times are given for information purposes. ELECTROLUX PROFESSIONNEL undertakes to make its best efforts to deliver the Products on the date agreed with the Customer. Under no circumstances may delivery delays give rise to cancellation of the order or the Customer sending an invoice for any compensation or charges of any kind or amount whatsoever.

10.2. Risk transfer

Products are shipped at the Customer’s risk, even in cases of returns or shipments that are made free of charge or against cash on delivery; ELECTROLUX PROFESSIONNEL cannot be held responsible for damage caused during shipping or unloading. The Customer will make their own arrangements for any insurance policies required to cover these risks and liability.

10.3. Reservations on delivery

It is the Customer’s responsibility to carry out quantitative and qualitative Product checks upon receipt. It is up to the Customer to note all potential reservations/claims on the carrier’s receipt for each Product concerned, specifying the type of damage, its location and its significance as well as all the Product’s trade references, and to confirm them by sending a copy of the signed delivery note by registered letter with acknowledgment of receipt, mentioning these reservations, within three (3) clear days of receipt of the Products (i) to the carrier and (ii) to ELECTROLUX PROFESSIONNEL.

All claims or disputes relating to the delivered Products will only be considered upon presentation of the copy of the signed delivery note mentioning the said reservations/claims.

After the aforementioned three (3) clear days, no claim regarding deliveries will be considered.

10.4. Delivery costs

Delivery/shipping costs for any order of Finished Products and/or accessories shall be borne by Customer, regardless of the order amount and excluding specific trade agreements.

For orders of spare parts:

For shipments within mainland France: no delivery costs will be applied for any order over €760, excl. VAT.; any order under €760, excl. VAT, will be invoiced to the Customer with a flat-rate delivery/shipping cost of €25, excl. VAT.
For shipments outside of mainland France: the delivery costs shall be borne by Customer.

Costs due to the use of an exceptional/specific mode of transport requested by the Customer shall be borne by the latter. Any delivery made directly to the end user may result in an invoice for the additional special transportation cost.

RETENTION OF TITLE

The Products delivered remain the property of ELECTROLUX PROFESSIONNEL until they have been paid for in full by the Customer in accordance with the provisions of Article 2367 of the Civil Code. The Customer acknowledges and accepts that the retention of title benefits will be based on the price to resell the Products to a sub-purchaser under the provisions of Article 2372 of the Civil Code or Article L. 624-18 of the Commercial Code, in the event of an insolvency proceedings of the Customer.

WARRANTY/AFTER-SALES SERVICES

12.1. Scope and duration of the manufacturer’s warranty

12.1.1. New products (ex-factory)

ELECTROLUX PROFESSIONNEL shall apply a manufacturer’s warranty (the “Warranty”) for a period of twelve (12) months on new Finished Products and accessories (ex-factory) for the coffee market, under the following conditions:

For Finished Products and accessories sold at NU rate: the Warranty shall cover the replacement parts only.
For Finished Products and accessories sold at the guaranteed installed rate (tarif installé garanti): the Warranty shall cover parts and labor.

Spare parts are not covered by any Warranty.

The Warranty is in force from the date the Product concerned (Finished Product or accessory) is invoiced.

12.1.2. Serviced or refurbished products

ELECTROLUX PROFESSIONNEL provides a specific warranty in the event of a service or refurbishment of a Finished Product, under the following conditions:

One (1) to six (6) months, as applicable, for Finished Products that are under five (5) years old and have undergone a service in our workshop prior to being reinstalled or resold*;
Up to twelve (12) months on Finished Products that are over five (5) years old that have undergone full refurbishment*.

*Rates and terms and conditions of services and refurbishments and their related warranties may be requested from the After-Sales Department.

12.2. Warranty Implementation

During the Warranty Period and subject to the aforementioned conditions, ELECTROLUX PROFESSIONNEL undertakes to supply any parts that are found to be defective, without the Warranty Period being extended.

The costs for sending replacement parts to the Customer shall be covered by ELECTROLUX PROFESSIONNEL. Any costs incurred by the Customer for sending parts to the factory shall be borne by the Customer, except in cases where items were purchased at the guaranteed installed rate.

Labor costs for assembly and disassembly are only covered by ELECTROLUX PROFESSIONNEL in cases where items were purchased at the guaranteed installed rate.

After-sales service operations can be carried out either by ELECTROLUX PROFESSIONNEL or by one of its service providers. In some specific cases and in cases with express agreement between the parties, the Customer may assume the after-sales servicing obligations.

12.3. Warranty disclaimers

The Customer must respect the Finished Product’s or accessory’s manufacturer’s recommendations relating to its installation and/or use at all times. Installation instructions are included, where applicable, in the Product packaging and on the software tools provided by ELECTROLUX PROFESSIONNEL.

The Warranty does not cover:

Normal wear and tear of parts;
Wear parts (e.g., gaskets) and aesthetic parts (except when purchasing at the guaranteed installed rate);
Any damage on the Finished Products and accessories resulting from a failure to comply with the installation, use and maintenance instructions set out in the manufacturer’s documentation;
Any direct or indirect damage caused to the Customer.

The following cases will result in full cancellation of the Warranty and exonerate ELECTROLUX PROFESSIONNEL of any liability in the event of damage or incidents resulting therefrom:

The use of spare parts not provided by ELECTROLUX PROFESSIONNEL.
Modification or alteration of the Product in any way.
Non-compliant installation, use or maintenance of the Product.

For Products and parts manufactured by a third party and bearing its name, the Warranty issued by ELECTROLUX PROFESSIONNEL may not exceed that issued by the third party to ELECTROLUX PROFESSIONNEL.

When the Products sold to a Customer are resold, the warranty terms and conditions for the Products, that are beneficial to the final buyer, are those of the Customer. In this case, the Customer assumes full responsibility for the after-sales servicing obligations.

If the Customer, on its own initiative and without prior consent from ELECTROLUX PROFESSIONNEL, replaces a Product sold to one of their own customers, the Customer shall assume responsibility for and bear the full cost of such replacement without being entitled to a refund or contribution from ELECTROLUX PROFESSIONNEL, in respect of such replacement.

AVAILABILITY OF SPARE PARTS

Spare parts that are essential for the use of the Product are available, except in cases of force majeure, for ten (10) years after the date they stopped manufacturing this Product.

ENVIRONMENT – END-OF-LIFE PRODUCTS

In accordance with the applicable French legislation, ELECTROLUX PROFESSIONNEL is registered in the national register of manufacturers (ADEME [Agency for the Environment and Energy Management]) and adheres to collection systems managed by eco-organizations under the following unique identifiers:

Eco-organization	UID
ECOLOGIC (WEEE)	FR000329_05IXU5
VALDELIA (WFE)	FR000329_101FHW

The Customer undertakes to forward this information to any subsequent purchaser of electrical and electronic equipment (EEE) and furnishing equipment (FE), as well as the follow-up documents for end-of-life management provided by ELECTROLUX PROFESSIONNEL or the various eco-organizations and, conversely, to forward on all the necessary information requested by the eco-organizations.

When EEEs and FEs reach the end of their lives, the Customer and/or the end user, undertakes to send repurchase requests to the eco-organizations concerned, specifying the information required for locating the WEEEs and WFEs which, depending on configurations, will be dropped off at a collection point or removed from the end user, which will be at his expense if below 250 kg for WEEEs and 2.4 tonnes for WFEs. From removal of the Product or voluntary drop off at the collection point, eco-organizations will assume full responsibility for end-of-life EEEs and FEs (WEEE et WFE).

In the DROM-COM, eco-organizations ensure removal and processing of WEEEs/WFEs, under the same conditions as on mainland France. The Customer and/or the user ensure ELECTROLUX PROFESSIONNEL’s protection against any consequences related to non-compliance with the obligations stipulated in this Article. ELECTROLUX PROFESSIONNEL shall not, under any circumstances and for any reason whatsoever, be held liable for any breach by the Customer and/or the user of these obligations.

With regard to equipment classed as non-domestic, which is excluded from the scope of the WEEE’S legislation, it is the waste holder’s responsibility to ensure that the waste is disposed of in accordance with the law.

LIABILITY

ELECTROLUX PROFESSIONNEL’s liability with regards to the Customer, whatever its cause or basis, is expressly limited to the repair of direct property damage, excluding all intangible and/or indirect damage, such as, including but not limited to, loss of an opportunity, loss of turnover, commercial detriment, and harm to their image.

In addition and subject to any mandatory legal or regulatory provision, ELECTROLUX PROFESSIONNEL’s total annual liability is expressly limited to the sums actually paid by the Customer during the year concerned, unless there is a provision that is more favorable to ELECTROLUX PROFESSIONNEL in the agreements concluded with the Customer, in which case this more favorable provision shall apply.

INTELLECTUAL PROPERTY

Trademarks, logos, domain names and all other intellectual property aspects depicted on ELECTROLUX PROFESSIONNEL, UNIC and GRINDMASTER websites, or displayed in their catalogs and other documents, are the exclusive property of ELECTROLUX PROFESSIONNEL and are protected by copyright and trademark laws.

Any copying, distribution, modification, adaptation, broadcast or publication, even partial, is strictly prohibited without express written consent from ELECTROLUX PROFESSIONNEL or GRINDMASTER. Failure to comply with these rules constitutes an infringement sanctioned by the intellectual property code and exposes the Customer to legal proceedings.

PERSONAL DATA

The Customer undertakes to collect and process the personal data of its contacts at ELECTROLUX PROFESSIONNEL in compliance with Act No. 78-17 of 6 January 1978 relating to information technology, data files and civil liberties, updated by Law no. 2018-493 of 20 June 2018 transposing Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data.

CONFIDENTIALITY

All documents, items or information sent by the Company to the Customer, regardless of the device or form used, are considered strictly confidential and may not be disclosed to third parties in any way without prior written consent from ELECTROLUX PROFESSIONNEL.

APPLICABLE LAW – DISPUTE RESOLUTION

The T&Cs and trading relationship between ELECTROLUX PROFESSIONNEL and the Customer, including all Orders, are governed by French law.

In the event of a dispute between the parties, for any reason whatsoever, and the parties fail to reach an amicable agreement within a reasonable amount of time, the Customer accepts, in advance, the exclusive jurisdiction of the Commercial Court of Paris, even in proceedings against a guarantor or multiple respondents. Acceptance of a bill of exchange or any other document does not bring about novation or exemption from this choice of jurisdiction.

ORIGINAL VERSION

The French version of the T&Cs shall prevail in the event of any discrepancy or any interpretation issues with the English version.

Version May 2023

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