GENERAL TERMS OF SALE

1. - DEFINITIONS

Unless specifically agreed otherwise, these General Terms of Sale apply to tenders, agreements, orders or contracts (hereinafter referred to as the “Order” or “Orders”) pertaining to sales of products (hereinafter referred to as the “Products”) by Legrand AV Inc. (hereinafter referred to as the “Seller”).

2 - VALIDITY OF THE AGREEMENT - ORDER OF PRECEDENCE

These General Terms of Sale constitute the whole of the agreement between the Seller and the Buyer relating to carrying out any Order issued by the Buyer and accordingly supersede all prior undertakings, commitments, negotiations, statements, written or verbal communications, acceptances and agreements between the Seller and Buyer relating to the said Order.

No stipulation to the contrary stated on any document of the Buyer shall, in any way whatsoever, alter these General Terms of Sale, unless the Seller has expressly agreed thereto in writing.

To the extent that the specific conditions defined in each Order have been agreed to by the Seller and the Buyer and, in the case of any contradiction between the General Terms of Sale and the specific conditions and/or any other applicable document attached or pertaining thereto by reference, the following order of descending priority shall apply:

• the specific conditions; and
• the General Terms of Sale, including any other Seller terms incorporated herein, including any Legrand AV Inc. authorized reseller program terms applicable to Buyer; and
• any other document attached thereto or incorporated therein by reference.

3 - PRICES - TAXES AND CHARGES

Prices are understood to be ex-works and exclusive of taxes. The prices in application are those on the Price List in force on the date of delivery and invoicing. Prices are firm. The Buyer expressly agrees not to request any price revision, regardless of circumstances.

All duties, taxes, levies and other charges arising because of or in relation to the Order and imposed by the Buyer’s country’s tax administration shall be at the Buyer’s expense and shall be paid directly by the Buyer, or if paid by the Seller, the Seller shall be reimbursed promptly by the Buyer on presentation of the documents pertaining thereto certifying that the said payments were made.

4 - DELIVERY - TRANSFER OF RISK AND OWNERSHIP

Delivery lead times are given as an indication only and the Seller shall not be bound to pay any penalty charge or compensation should delivery take place on a different date.

Products travel at the Buyer’s risk and liability. It falls to the latter to check them on arrival and, where appropriate, to express any reservations to the delivery carriers.

On special instructions from the Buyer, shipments may be made by the Seller who shall then invoice the Buyer for the additional costs involved.

5 - RETENTION OF TITLE

The Seller shall retain ownership of the Products until the price has been paid in full, in spite of their having been delivered to the Buyer.

Notwithstanding the provisions above and by express agreement, the Buyer shall be liable for all damage and loss occurring after delivery of the Products.

Failure by the Buyer to make any payment by its due date may result in the Seller reclaiming the Products delivered and the suspension of all deliveries of Products in progress.

6 - CONDITIONS OF ACCEPTANCE OF DELIVERIES BY THE BUYER

Unless different features are expressly agreed in writing between the Seller and Buyer, the features of the Products are those defined in the Seller’s technical documentation (hereinafter referred to as the “Specifications”).

The Seller’s Products are subject to checks and tests in its factories in accordance with its usual procedures. If the Buyer were to request a specific acceptance procedure for the Products, the corresponding costs shall be at its charge.

To be admissible and qualify for application of the provisions of this paragraph, all claims regarding compliance of the Products with the Specifications must be lodged in accordance with the Seller’s procedures within five working days of the date of delivery.

No claim shall be admissible once the Products have been modified or have deteriorated because of action or inaction by the Buyer, in particular during storage, inspection, installation, assembly and disassembly.

Inasmuch as the merits of the Buyer’s claims are established and acknowledged as such by the Seller, the latter undertakes to accept the return of the defective Products only, at its cost, subject to the returns being made in their original packaging, intact and in good condition.

No Product may be returned without the Seller’s prior written agreement.

In the event a return is accepted, the Seller may choose either to replace or repair the Products it has acknowledged as being defective, or to credit the Buyer with the price of the said Products. In no event shall the Buyer be able to rely on such a return to cease making any payment for which it is liable towards the Seller, nor for cancelling all or part of any Order in progress.

7 – CANCELLATION/CUSTOM PRODUCTS

Buyer may cancel its Purchase Order within 48 hours at no charge, except for orders of special order/customized or discontinued Products, which are not cancellable.

8 - FORCE MAJEURE

The Seller shall not be deemed to be in default of its contractual obligations if such defaults are due to the occurrence of a case of Force Majeure.

Force Majeure covers all unforeseeable and irresistible events of any nature whatsoever that are outside the Seller’s control, such as natural disasters, bad weather, fire, strikes, sabotage, embargo, interruptions, delays in transport services or methods of communication, events or acts originating from civil or military public authorities (including all delays in securing any authorisations or permits of any kind whatsoever), declared or undeclared war, which have the effect of rendering the Order temporarily or permanently impossible to carry out.

9 – WARRANTY

Seller’s warranties can vary by Products.  Please visit www.legrandav.com to review the specific warranty terms applicable to Buyer’s purchase of the Products.

10 - INTELLECTUAL PROPERTY RIGHTS

The purchasing of Products by the Buyer in no way confers any right whatsoever upon the latter to reproduce all or part of the Products or to exploit any intellectual property rights relating to them. In the event a third party were to bring an action for infringement of its intellectual property rights relating to the Products delivered to the Buyer, the Seller shall either defend or settle the claim as it shall choose and at its expense. Were a final unfavourable judgement to be made against the Seller, the latter shall choose either (i) to obtain a licence over the third-party rights referred to above, or (ii) to modify the Products at issue so as to avoid the infringement, or (iii) if such a solution is not possible for economic and/or technical reasons, to take back the Products delivered and refund their purchase price, less a reasonable amount in consideration of the ageing and normal wear and tear of the Product.

The above undertaking shall apply only inasmuch as the Buyer shall have informed the Seller immediately in writing of any claim for infringement involving Products delivered by the Seller and so long as the latter shall have complete control as regards management of the action and proceedings.

The Seller’s liability is expressly excluded if the alleged infringement is the result of the combination or association of the Products delivered with any other product or of any modification of all or part of the Product resulting from any procedure carried out thereon by persons other than the Seller.

Furthermore, the Seller shall not be liable for any cost or expenditure incurred without its authorisation by the Buyer, or for any direct or indirect losses that might arise from any loss of use whatsoever of the Products delivered. The above provisions form the whole of the Seller’s commitments in regard to the Buyer in the event of any dispute arising over third-party intellectual property rights relating to the Products delivered by the Seller.

11 – COMPLIANCE

The Buyer acknowledges that its right to sell Products and its sales of Products are subject to Legrand AV Inc. authorized reseller program terms in the United States, which are available at www.legrandav.com/sellerpolicies, and are incorporated herein. The Buyer agrees to abide by the Legrand AV Inc. authorized reseller program terms in the United States applicable to Buyer.

The Buyer acknowledges that he is acquainted with and shall adhere to Legrand's sustainable development and business ethics requirements, as set out in the Charter of Fundamental Principles, in the Guide to Good Business Practices and in the Charter for Fair Competition, which is available on the Legrand Group’s Website - http://www.legrandgroup.com/EN/

The Buyer shall comply with the Legrand Group sustainable development policy especially regarding environmental protection, compliance with social and labour applicable rules and policies, occupational health and safety of its employees, ethical conduct in business relationship and more specifically prevention of corruption and compliance with competition rules.

In terms of prevention of corruption, Legrand expects the Buyer to reject corruption in all its forms, whether public and private, active or passive. To this end, the Buyer shall comply with all applicable national and international laws and regulations relating to the prevention of corruption of each country he is established in and/or he operates in.

In terms of competition law, Legrand expects the Buyer to reject every unfair or anti-competitive practice and to demonstrate a law-abiding behaviour towards its competitors, its customers and its suppliers. To this end, the Buyer undertakes to comply with all applicable national and international laws and regulations relating to fair competition of each country he is established in and/or he operates in.

The Buyer shall observe and to implement within its group principles of good business practices equivalent to those described in the Fair competition Charter of the Legrand Group especially concerning prohibited vertical agreements, abuse of market power or exchanging of privileged information with competitors.

The Buyer shall comply with all laws and regulations on embargoes, economic, commercial or financial sanctions or restrictive measures applied by France, the United States, the European Union or any other applicable national legislation (“embargoes”) and to obtain all licences, shipping documents and authorisations required for the resale, export or re-export of Legrand Group products.

Accordingly, the Buyer agrees not to:

- export or re-export the Products to a country which is prohibited or subject to restrictions, without having obtained all necessary authorisations from the French, European or American authorities or those of any other country that imposes restrictions;

- supply the Products to persons, organisations or entities subject to restrictions by France, the European Union or any other country; or to persons, organisations or entities about which there are reasons to believe that they fail to comply fully with the national or international regulations in force;

- export or re-export the Products for the purpose of using them in sectors that are prohibited or subject to restrictions by the law and embargo regulations;

- issue or collect any financial flows without having previously notified and/or obtained the necessary authorisations from the competent authorities.

The Buyer is responsible for obtaining all authorisations or licences as required by the export regulations and guarantees to hold the Seller not liable in regard to any recourse pertaining thereto. The Seller may suspend its obligations and the Buyer’s rights until such time as the authorisations and guarantees have been granted or for the period of such restrictions or prohibitions. In all events, the Seller shall be able to cancel the Order without thereby giving rise to any liability whatsoever with regard to the Buyer or end-user.

12 - CONFIDENTIALITY

Unless otherwise stipulated on the Order, all design study documents, data and information disclosed by the Seller to the Buyer or of which it becomes aware in the course of carrying out the Order, shall remain the Seller’s property.

All the documents referred to above and those supplied by the Seller during the consultation or in the course of carrying out the Order must be treated as confidential and may not be disclosed to any persons other than those qualified to have knowledge thereof.

In addition, the Buyer undertakes not to disclose any confidential information issued by the Seller of which it might become aware in the course of carrying out the Order.

13 - LIABILITY

To the maximum extent permitted by applicable law, in no event shall the Seller be liable towards the Buyer, its employees, agents, heirs, assigns and successors in interest for any indirect losses, tangible or intangible damage of any nature whatsoever including, without limitation, all losses, costs, damage, loss of income or profit borne by the Buyer or any third party whomsoever, arising from a defect or a loss of use of the Product or of any of its components or of any property whatsoever, regardless of the reason.

To the maximum extent permitted by applicable law, the Seller’s total cumulative liability for any reason whatsoever, either based on the non-completion of any Order or on any other type of liability (negligence, strict liability or other) or in respect of any warranty whatsoever, shall in no case exceed the amount of the payments received in respect of the said Order.

14 - GOVERNING LAW - SETTLEMENT OF DISPUTES 

Any disputes between the Seller and Buyer relating to the existence, validity, interpretation, performance or termination of any Order (or any one of its clauses) which the Seller and Buyer are unable to resolve amicably within thirty (30) days following receipt of written notice, shall be exclusively decided by the state and federal courts in the State of Minnesota. The Order shall be governed by the laws and regulations of the State of Minnesota, without regard to conflict of law principles.