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General Terms and Conditions of Sale

(Version updated September 2024)

1. Definitions

Elfa Distrelec: Elfa Distrelec AB, Kronborgsgränd 1, 164 46 Kista, Sweden;

Elfa Distrelec Privacy Policy: means Elfa Distrelec's Privacy Policy available at /cms/datenschutz

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

Elfa Distrelec website: means the Elfa Distrelec website at https://www.elfa.se

2. General

2.1 These terms and conditions apply to all orders for products on the Elfa Distrelec website. No other terms and conditions apply to the supply of Elfa Distrelec products unless agreed in writing by an authorised representative of Elfa Distrelec or otherwise expressly provided for in these Terms and Conditions.

2.2 Any descriptions of the products appearing on the Elfa Distrelec or otherwise communicated to any purchaser of these products (the "Customer") are approximate only and shall not form part of the agreement between Elfa Distrelec and the Customer. Elfa Distrelec shall not be liable to the Customer for any errors or omissions in the Elfa Distrelec website, Elfa Distrelec catalogue or other product advertising. The advertising of products on the Elfa Distrelec website does not constitute an offer that is possible to accept; it is only an invitation from Elfa Distrelec for the Customer to make a bid to purchase products. Elfa Distrelec's acceptance of the Customer's order takes place when Elfa Distrelec confirms the price and delivery date in writing to the Customer, in which case an agreement arises between Elfa Distrelec and the Customer.

2.3 Products which are not kept in stock by Elfa Distrelec of which some may have ten-digit part numbers starting with "2508..." or "2509..." (products from the "Extended Range") . Any clause of these terms and conditions which expressly relates to products from the Extended Range shall prevail over any inconsistent provisions elsewhere in these terms and conditions.

2.4 These terms and conditions do not apply to export transactions, ServicePlus products nor 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's attention should be drawn in particular to clause 12, which sets out certain limitations on Elfa Distrelec 's liability.

3. Prices

3.1 The prices of the products are listed on the Elfa Distrelec. Elfa Distrelec reserves the right to change prices at any time and without notice. The Customer should be aware that prices and products in the printed paper catalogue are subject to change. Current information can be found on the Elfa Distrelec website. In the event of any conflict between the product prices quoted on the Elfa Distrelec website and the prices in the physical catalogue, the prices quoted on the Elfa Distrelec website shall prevail.

3.2 The price for an ordered product is that set out on the Elfa Distrelec website at the time the order is accepted by Elfa Distrelec, except for products ordered for delivery at a specified future date ("Future Orders"). The price for Future Orders may be changed by Elfa Distrelec after the date on which the order is accepted by Elfa Distrelec by written notice to the Customer.

3.3 All prices are exclusive of VAT and other applicable local sales taxes, which Elfa Distrelec applies at the current rate on the date the order is accepted.

3.4 Prices for products from the Extended Range are as set out on the Elfa Distrelec website, unless agreed in writing with an approved representative of Elfa Distrelec. Discounts granted by Elfa Distrelec that apply to Elfa Distrelec standard in-stock products do not apply to products from the Extended Range. Products from the Extended Range are billed separately from standard stocked products.

4. Ordering

4.1 Elfa Distrelec reserves the right to refrain from trading with any company or any person. Elfa Distrelec may waive acceptance of any order, whether or not payment has been received, by notifying the Customer by telephone or e-mail within a reasonable period of time after Elfa Distrelec has received the order, by telephone or e-mail, that the order has not been accepted. In addition, Elfa Distrelec may cancel orders that have been accepted by informing the Customer in writing of the cancellation by e-mail 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 made, Elfa Distrelec will refund the amount to the Customer as soon as reasonably practicable.

4.2 Elfa Distrelec will fulfil orders according to Customer's requirements, but may provide replacement products if Elfa Distrelec so wishes, or if the product has been replaced by the latest version. To the extent that an order cannot be fully fulfilled from stock, the remainder is either (at the Customer's request) placed as a backorder and will be completed when Elfa Distrelec next has the products in stock or it will be cancelled and refunded to the Customer.

4.3 The Customer should place orders using the Elfa Distrelec Part Numbers and priced units used on the Elfa Distrelec website or in the Elfa Distrelec paper catalogue, and specify the preferred delivery method. Any confirmations of previous orders from the Customer shall be marked with "CONFIRMATION ONLY" or otherwise clearly indicated as confirmation to avoid duplication. If the Customer orders the wrong product(s), or places a duplicate order, the provisions of clause 13 (Cancellation and Return) apply.

5. Delivery

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

5.2 The Customer's delivery options, and the price for them, are as set out on the Elfa Distrelec website at the date of the order or communicated to the Customer at the time the order is placed. The Customer should be aware that the delivery options and prices in the printed paper catalogue are subject to change and current information can be found on the Elfa Distrelec website. In the event of any conflict between the delivery options and delivery prices for products listed on the Elfa Distrelec and in the paper catalogue, the delivery options and delivery prices listed on the Elfa Distrelec shall prevail.

5.3 Delivery rates apply per order, regardless of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.

5.4 Elfa Distrelec will endeavour to deliver the products in accordance with the times and dates set out on the Elfa Distrelec or by Elfa Distrelec employees (the "Estimated Delivery Times"), but the times of delivery stated are approximate only and Elfa Distrelec shall not be liable for the consequences of any delay in delivery. The time for delivery should not be material. Delivery of products for which it has been indicated in the paper catalogue or on the Elfa Distrelec website that they require special handling may (due to the nature of the products) take longer to be delivered.

5.5 If a delivery has not been made by the Estimated Delivery Times, provided that the Customer notifies Elfa Distrelec of this delay, Elfa Distrelec will attempt to ascertain whether the product has been delivered and will inform the Customer of the status of the delivery or the new Estimated Delivery Times. Elfa Distrelec may also, at its sole discretion, refund the full delivery charge to the Customer. If a change in delivery time is not acceptable, Elfa Distrelec may also, at its sole discretion, offer an alternative delivery option. These are the Customer's only remedies for late delivery.

5.6 Elfa Distrelec endeavours to supply products from the Extended Range in accordance with the lead times set out for them on the Elfa Distrelec website. All such lead times are approximate only and no other delivery options are offered for products from the Extended Range. Following the Customer's order, Elfa Distrelec may notify the Customer if Elfa Distrelec will not be able to fulfil any order for products from the Extended Range within the specified lead time, and may offer alternative solutions.

6. Inspection, Delivery Delays and Non-Delivery

6.1 Customer shall examine the products as soon as reasonably practicable after delivery or collection. Customer shall, within 14 working days of the date of delivery or collection or, in the case of sub-clause 6.1(iv), the specified delivery time or any updated estimated delivery date, inform Elfa Distrelec in detail of:

  1. Any defects in the product that are obvious on a reasonable examination. In this case, Elfa Distrelec shall, at its sole discretion, replace the products or refund the purchase price. In any event, the Customer shall refuse to accept packages delivered in damaged condition;
  2. Any defects in delivered products. In this case, Elfa Distrelec shall, at its sole discretion, deliver the products which have not been delivered or refund the price of the products which have not been delivered;
  3. Any delivery of products that do not conform to the order. In this case, Elfa Distrelec shall, at its sole discretion, replace the products or refund the purchase price; or
  4. Any non-delivery of the products (in which case the time limit is within 10 days of the estimated date of dispatch). In this case, Elfa Distrelec shall deliver the products that have not been delivered or refund the price of the products that have not been delivered.

6.2 If the Customer fails to provide any information of this kind, the products shall be finally presumed to be in all respects conform with the order and free from apparent errors, and the Customer shall accordingly be deemed to have accepted the products. Elfa Distrelec's documentation of the products shipped (including the quantity) shall constitute conclusive evidence that the products have been received by the Customer, unless proven to the contrary by the Customer.

6.3 The remedies set out above are the Customer's sole remedies in respect of non-delivery or incomplete delivery of products, or for obvious defects in the products or delivery of products that do not conform to the order.

7. Payment

7.1 If Elfa Distrelec has not granted credit to the Customer, payment is required at the time of the order.

7.2 Credit terms (subject to satisfactory references and at the sole discretion of Elfa Distrelec) are available. If credit has been granted, once the Customer's order has been accepted, Elfa Distrelec will send an invoice to the Customer in question. This invoice will be sent by e-mail in PDF format, unless otherwise agreed between Elfa Distrelec and the Customer. The Customer must pay the price of the product within 15 days net from the date of the invoice. All payment must be made without set-off, deduction or counterclaim.

7.3 If any amount has not been paid by the due date of payment, without limiting any other rights or remedies:

  1. all amounts outstanding by the Customer at that time shall immediately become due and payable notwithstanding that such amounts would not otherwise become due until a later date; and
  2. Elfa Distrelec may charge a compensation fee of SEK 450 for late payment of the Customer, as an estimate of administrative and other wasted expenses incurred by Elfa Distrelec ; and
  3. Elfa Distrelec may also charge the Customer interest from the due date until full payment is made (both before and after any judgment) on the unpaid amount at the applicable interest rate in accordance with sections 3 and 6 of the Interest Act (1975:635), with interest on interest each month; and
  4. Elfa Distrelec may stop accepting orders and/or suspend shipments until full payment is made.

8. Risk and Ownership

8.1 In respect of products delivered to the Customer, the risk of loss of or damage to the products shall pass to the Customer upon delivery, unless the Customer wrongfully fails to accept delivery of the products, in which case the risk shall pass to the Customer at the time Elfa Distrelec attempts to deliver the products. In the case of products ordered by Customer for collection at one of Elfa Distrelec points of sale, the risk of loss of or damage to the products shall pass to Customer at the time of collection.

8.2 Title to the products supplied shall not pass to the Customer until full payment of the purchase price of the products as well as of all other amounts payable to Elfa Distrelec has been paid . If the Customer is late in paying any amount to Elfa Distrelec , Elfa Distrelec shall be entitled to immediately recover any products in respect of which title has not been transferred to the Customer. The Customer authorizes Elfa Distrelec and its agents to collect all such products in such circumstances, and to enter any Customer premises for this purpose.

8.3 Any claim for or collection of the products by Elfa Distrelec shall not, by itself, waive either the Customer's obligation to pay the full price and receive delivery of the products or Elfa Distrelec's right to bring an action to recover the full price.

9. Product and availability information

9.1 Elfa Distrelec reserves the right, without notice, to discontinue a product or make design changes as part of its ongoing product improvement program, or to contribute to product availability, and such changes may take place during the term of each Elfa Distrelec catalogue. The most up-to-date information on the availability and design of the products provided by Elfa Distrelec can be found on the Elfa Distrelec website.

9.2 Unless otherwise confirmed in writing, nothing on the Elfa Distrelec website or in any Elfa Distrelec catalogue shall be construed as a representation as to the origin, manufacture, or production of the products or any part thereof.

10. Warranties and remedies

10.1 Elfa Distrelec warrants that no product purchased from Elfa Distrelec will have material defects.

10.2 In the event that any such product should have material defects, and subject to the provisions of clause 5 (Delivery) relating to defects apparent on delivery, Elfa Distrelec will (at its option) replace or repair the product or refund the purchase price.

10.3 These warranties shall not apply to defects arising from misuse, failure to follow the product's instructions, or any repairs or alterations made without Elfa Distrelec's consent.

10.4 The remedies set out in this clause 10 shall constitute the Customer's sole remedies for any breach of warranty and in respect of delivery or non-delivery of products.

10.5 In order to assert the remedies set out in this clause 10, it is necessary that:

  1. a written claim is sent to Elfa Distrelec, prior to the return of the faulty product, and within 12 months of the original date of dispatch, or such other period of time as Elfa Distrelec may specify in writing for specific Products from time to time (subject to the fact that for certain RS PRO products or RND products this period may vary from 12 to 36 months as set out on the Elfa Distrelec website); and
  2. the Customer returns or disposes of the products in question, or makes them available for collection by Elfa Distrelec, in accordance with Elfa Distrelec instructions and appropriately packaged. In particular, for all returns, the Customer must obtain a return number from Elfa Distrelec and indicate this on all documents, as well as the original invoice number in respect of the products and provide a description of any alleged defects.

10.6 If the Customer returns faulty products other than in accordance with these terms, Elfa Distrelec may refuse to accept these products and send them back to the Customer at the Customer's expense.

10.7 All products replaced by Elfa Distrelec shall become the property of Elfa Distrelec. Ownership of replacement products shall pass to Customer in accordance with the provisions of clause 8 (Risk and Title), and the warranty period of the replacement product shall be the remaining portion of the warranty period of the defective product.

10.8 Customer shall not receive any remedy in respect of any untrue claims made to Customer that Customer relied on in order for products (unless such untrue statement was made fraudulently) other than any remedies expressly set out in these terms and conditions.

10.9 Except as expressly provided otherwise in these terms and conditions, all implied warranties and conditions (whether statutory or not) are disclaimed as to the provision or non-provision of products, to the fullest extent permitted by law (including, without limitation, implied terms of quality and fitness for purpose).

10.10 The Customer acknowledges that the Customer is responsible for ensuring that the products ordered by the Customer are suitable for the purposes for which the Customer intends to use them.

11. Export control and restriction of use

11.1 Certain products sold by Elfa Distrelec are subject to export control regulations for the UK, US, EU and other countries ("Export Laws"). Customer shall comply with these Export Laws and obtain all licenses and permits necessary to transfer, export, re-export or import the products.

11.2 Customer shall not, directly or indirectly, sell, permit, transfer, export, re-export, or otherwise supply Products to countries or entities subject to sanctions or embargoes administered by the UK, U.S., EU, or any other country.

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

11.4 Products sold by Elfa Distrelec are not recommended and are not approved for use in life support, surgical implants, nuclear or aircraft applications or for any use or application where the failure of a single component could cause significant damage to persons or property.

11.5 Classifications of products for export purposes, including ECCN and Harmonised System customs codes, are intended for Elfa Distrelec internal use only. Such information is provided by Elfa Distrelec in good faith and is based on the information available to Elfa Distrelec at the time of compilation. Elfa Distrelec makes no warranties or representations that this information is current or accurate and shall not be liable to the Customer for any loss or damage suffered by the Customer as a result of the Customer's reliance on this information. Use of the information is at the Customer's own risk without the possibility of requesting support from Elfa Distrelec . The Customer is responsible for ensuring compliance with all applicable export laws, including determining the correct classification of products at the time of onward export.

12. Responsibility

12.1 Subject to clause 12.3, Elfa Distrelec shall not be liable (whether in tort (including negligence), in tort or breach of any statutory duty or otherwise) for any of the following: (a) indirect or consequential damages; (b) lost revenue; (c) lost profits; (d) loss of productivity; (e) loss of production; (f) lost business or anticipated future business opportunities; (g) financial losses; or (h) damaged reputation or goodwill.

12.2 If, notwithstanding any other provision of these terms and conditions, any liability may be imposed on Elfa Distrelec, Elfa Distrelec's liability to the Customer arising out of or in connection with these terms and conditions or any orders, whether in tort or otherwise, shall be limited in aggregate to the greater of SEK 120,000 or the total value of the order.

12.3 Nothing in these terms and conditions (including, without limitation, this clause 12) shall exclude or limit Elfa Distrelec's liability for death or personal injury caused by the negligence of Elfa Distrelec or its employees, agents or subcontractors, or for fraud or anything else which cannot be legally limited or excluded.

13. Cancellation and return without any fault

13.1 Elfa Distrelec may, at its sole discretion and in writing, allow an order to be cancelled despite the fact that there is no defect in the product provided that the Customer reimburses Elfa Distrelec for the costs incurred by Elfa Distrelec , and subject to the administration fee set out in this clause 13.

13.2 In the event of cancellation of only part of an order, Elfa Distrelec may invoice the Customer for any difference in the selling price per unit of the quantity actually dispatched at the time of cancellation compared to the quantity ordered.

13.3 An administration fee may be charged in respect of any product returned for reasons other than due to defects covered by the warranty in clause 10.

13.4 Customers may only return products to Elfa Distrelec, and receive credit or refund or replacement on the following terms:

  1. The Customer should contact Elfa Distrelec to obtain a return number (which should be indicated on all relevant documents);
  2. Returns must be made within 30 days of the delivery date (as indicated on the delivery documents) or the collection of the products;
  3. Products must be returned to Elfa Distrelec in their original condition and packaging and in a condition that allows them to be immediately ready for resale;
  4. Customer must follow any specific instructions contained on the Elfa Distrelec website for products regarding how to return them to Elfa Distrelec;
  5. When returned, products must be appropriately packaged and clearly addressed to Elfa Distrelec Returns Department; and
  6. The Customer must enter the return number of the package being returned.

13.5 If Customer returns products to Elfa Distrelec in a manner that is not in accordance with sub-clauses 13.4(i) – (vi) above (for example, after the return period has expired or in unusable condition), Elfa Distrelec may refuse to accept the return and send the products back to Customer at Customer's expense, or charge a handling fee relating to the actual cost of the re-handling.

13.6 This defect-free returns policy excludes software, calibrated products, products in production packaging, products missing from the catalogue, products from the Extended Range, custom-made products, and any products that are indicated as non-cancellable or non-returnable. Furthermore, Elfa Distrelec will not accept returns of electrostatic discharge (“ESD”) products if Elfa Distrelec's original ESD protective packaging may have been damaged, e.g. if the bag has been opened and resealed or if multiple bags have been stapled together.

13.7 Elfa Distrelec disclaims any liability for any loss of or damage to products in transit from Customer to Elfa Distrelec unless Elfa Distrelec has provided the collection service.

14. Force Majeure

Force majeure means an event beyond Elfa Distrelec's reasonable control (including, but not limited to, strike, pandemic, epidemic, crisis or outbreak, governmental action, traffic congestion, downtime on any external line, or Elfa Distrelec's inability to provide materials or products necessary for the performance of the agreement except at increased prices). If Elfa Distrelec is prevented or restricted in the performance of all or some of its obligations under these terms and conditions due to any event falling under force majeure, Elfa Distrelec shall be relieved of its obligations for the period of such event and shall not be liable for any delay and/or failure to perform its obligations during such period. If the event falling under force majeure lasts longer than 14 days, Elfa Distrelec may cancel the order in question, without any liability to the Customer.

15. Intellectual Property Rights

15.1 The Customer acknowledges that Elfa Distrelec and its licensors own the intellectual property rights in the Elfa Distrelec website, the Elfa Distrelec catalogues, the contents of the catalogues and the part numbers, and that it is prohibited to reproduce them in whole or in part without Elfa Distrelec's prior written consent.

15.2 Elfa Distrelec does not provide Customer with any warranties or assurances that the products provided will not infringe the intellectual property rights of third parties.

16. Anti-bribery

16.1 Customer shall (and shall ensure that persons associated with Customer or other persons purchasing goods in connection with these terms shall) comply with all applicable anti-bribery and anti-corruption laws, regulations and regulations (the "Relevant Requirements") and shall:

  1. not (directly or indirectly) attempt to induce employees, agents or subcontractors of Elfa Distrelec to make any concessions or give any benefits to the Customer , refrain from performing any act in exchange for gifts, money or any other incentive;
  2. not do or omit to do any act that causes or leads Elfa Distrelec to be in breach any of the Relevant Requirements; and
  3. immediately report to Elfa Distrelec any enquiries or claims for undue financial or other benefits of any kind received by the Customer in connection with these terms and conditions.

16.2 Financial restrictions on gifts and hospitality can be found in the RS Group Anti-Bribery Policy and more information is available on request.

16.3 Any breach of this clause 16 shall constitute a material breach of these terms and conditions and shall not be remedied.

17. Data protection and customer information

17.1 More information about how Elfa Distrelec processes personal data can be found in the Elfa Distrelec Privacy Policy.

18. Other

Renunciation

18.1 No failure or delay by a party in asserting or exercising any right or remedy under these terms or at law shall be deemed to constitute a waiver of that or any other right or remedy, nor shall it have such effect as to prevent the exercise or exercise of that or any other right or remedy at any time thereafter. Any waiver of penalties for breach of these terms shall not be construed as a waiver of penalties for any subsequent breach.

Changes

18.2 No purported modification of these terms shall be valid unless in writing (which does not include email) and signed by or on behalf of both parties.

Applicable law and competent court

18.3 The agreement between Elfa Distrelec and the Customer based on these terms and conditions as applicable to any order placed by the Customer shall be governed by and construed in accordance with Swedish law and the Customer accepts the exclusive jurisdiction of the Swedish courts, but Elfa Distrelec may enforce the agreement in any court of competent jurisdiction.

18.4 If a court or competent authority should find that any part of these terms is unenforceable, or that it would be unenforceable if interpreted in a particular way, then it is the express intention of the parties that the wording in question should be interpreted in such a way as to avoid such a conclusion and that, if such a conclusion is made, the remainder of the provision in question must be interpreted as giving full effect.

Exclusion of Third Party Rights

18.5 No express term of these Terms and Conditions or any term implied by them may be enforced by persons who are not parties to them.

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.