Preamble
The purpose of these General Terms and Conditions of Sale ("General Terms and Conditions" or "GTC") is to set out the respective obligations and responsibilities of Telenco and the Customer ("Customer") acting exclusively within the framework of their professional activity. These GTC apply within the framework of their pre-contractual and/or contractual relations, relating to the sale of Products. They take precedence over the Customer’s general terms and conditions of purchase unless Telenco has given its express, prior, and written consent.
Article 1 — Definitions
Products: Equipment and accessories for the deployment and maintenance of telecom networks. Technician equipment, including for the deployment and maintenance of telecom networks. Measuring devices for telecom networks.
Professionals: Any natural or legal person, acting for purposes falling within the scope of their commercial or industrial activity.
Counter sales: Physical sale of the Products at the points of sale of Telenco.
Online sale: Sale of Products made from the website www.telenco-store.fr from the Customer Account.
Standard sale: Sale of Products made from a written order form (paper, electronic) sent to Telenco.
Online Catalog: The Product catalog as published at www.telenco-store.fr which is updated regularly. The so-called "PDF" version downloadable from the site does not constitute the Online Catalog.
Purchase Order: Written document (paper, electronic, etc.) including customer identification information and the Offer with the applicable Incoterm (default FCA Moirans, France).
Article 2 — Opening an account
The placing of orders is conditional upon the opening of a prior "Customer Account". Telenco reserves the right to accept or refuse account openings at its sole discretion, based on criteria such as solvency or regulatory compliance. Refusal does not entitle the Customer to compensation.
Article 3 — Offers
The printed or online catalog does not constitute an offer. Only a quotation issued by Telenco, valid during the indicated period and accompanied, on request, by a Technical Datasheet or initial samples, constitutes an Offer.
Given supply constraints, availability dates are indicative and may be adjusted. Minimum order amounts: Online sales ≥ €400 excl. VAT; Counter sales no minimum; Standard sales ≥ €400 excl. VAT. Below these amounts, Telenco may charge €80 handling fees.
Article 4 — Order
Orders require a Customer Account. For Standard or Counter sales, orders must reference exact product codes or Telenco’s quotation. For Online sales, the validated basket constitutes the Order. Telenco issues an Acknowledgement of Receipt, which alone validates the Order. Payments made before acknowledgement are not considered a confirmed order. EDI orders are possible only under a framework agreement.
Article 5 — Conclusion of the contract
The contract is concluded: (i) for Online and Standard sales, upon Telenco’s Acknowledgement of Receipt; (ii) for Counter sales, upon handover of Products and signature of a collection order.
Article 6 — Customer’s responsibility
The Customer is solely responsible for the use of the Products, even if Telenco has provided advice or diagrams. In case of resale, the Customer guarantees to sell only to Professionals, to transmit information provided by Telenco, and to uphold its own duty of advice.
Article 7 — Special conditions
Specific Terms and Conditions may derogate from these GTC, agreed in writing in annex to the Offer or in the Acknowledgement of Receipt.
Article 8 — Products subject of the order
Catalog products are indicative. Telenco’s commitment is reflected in the quotation with Technical Datasheet and/or samples. It is the Customer’s responsibility to ensure specifications meet its needs. Products comply with French law unless otherwise agreed in Special Conditions.
Article 9 — Amendments
Any amendment requires a written agreement. Customer cannot terminate or suspend without Telenco’s express written consent and compensation.
Article 10 — Prices
Prices are those in the Offer or Online Catalog on the order date, firm and in Euros, excl. VAT, unless stated otherwise. Standard packaging is included; special packaging may be subject to specific Offers.
Article 11 — Invoicing & Payment default
Invoices are issued upon dispatch or delivery. First orders must be prepaid. Late payments incur penalties: ECB rate +10 points (EU customers) or local central bank rate +10 points (non-EU). Fixed €40 recovery fee applies. Telenco retains ownership until full payment; risks transfer upon availability.
Article 12 — Payment terms
Payments by transfer or cheque: maximum 45 days end of month or 60 days net as per Acknowledgement. Non-payment may lead to suspension or advance payment for future orders. Telenco remains owner until full payment.
Article 13 — Intellectual property
All documents (Offers, Datasheets, catalogues, etc.) remain Telenco’s property and are protected. No reproduction without permission. Customer has no IP rights unless expressly agreed. Telenco retains rights over its creations; Customer must notify Telenco of infringements.
Article 14 — Delivery / Transfer of risks
Delays may entitle to compensation only if expressly stated (0.2% per day, max 5%). Storage costs: €10 excl. VAT per unit per 30 days. Free delivery: Online sales ≥ €400 excl. VAT; Standard sales ≥ €3000 excl. VAT in mainland France (excluding Corsica). Risks transfer upon possession. Telenco’s liability limited to insurance cover.
Article 15 — Compliance
The Customer declares lawful origin of funds and compliance with export/import regulations. Products comply with EU requirements. Specific conformity requests must be made before the Offer. Customer adheres to Telenco’s Ethics Code.
Article 16 — Tendering procedures
These GTC apply to tenders. In case of contradiction with tender documents, these GTC prevail.
Article 17 — Confidentiality
Parties shall maintain confidentiality of exchanged information and use it only for business purposes.
Article 18 — Data protection
Placing an Order implies consent to data processing in accordance with Telenco’s Privacy Policy (https://telenco.com/politique-de-confidentialite-protection-des-donnees-a-caractere-personnel/).
Article 19 — Warranty for defects
Warranty limited to serious hidden defects within 24 months of possession. Products returned for Telenco’s assessment. If confirmed, replacement will be made. Consumables excluded unless agreed.
Article 20 — Conditions for exercising and limitation of the guarantee
Warranty excludes defects from misuse, negligence, third-party intervention, poor storage, installation errors, abnormal use, etc. Customer must notify Telenco by registered letter within 7 days of discovery and provide proof. Products must be returned at Customer’s expense with prior authorization. Non-payment allows Telenco to refuse warranty.
Article 21 — Liability
Telenco is not liable for indirect or immaterial damages (loss of income, profits, etc.). Cumulative liability is capped at the lower of the Order or Contract amount paid.
Article 22 — Material adverse effect
If circumstances make execution excessively onerous, Telenco may request renegotiation. In case of refusal, parties may terminate or request judicial adaptation.
Article 23 — Force majeure
In case of force majeure (unforeseeable, irresistible, external event), Telenco may suspend execution until the event ceases. Examples: strikes, epidemics, transport or supply interruptions.
Article 24 — Reservation of ownership clause
Ownership transfers only after full payment. Customer may not transform, sell, or pledge Products before. In case of non-payment, Telenco may reclaim Products at Customer’s expense and risk. Customer must keep Products identifiable. In insolvency, Telenco may reclaim stock. Partial payments retained as compensation.
Article 25 — Applicable law
These GTC are governed by French law. They are drafted in French; in case of discrepancies, the French version prevails over translations.
Article 26 — Assignment of jurisdiction
Disputes are submitted: (1) ≤ €250,000 excl. VAT to Grenoble courts; (2) > €250,000 excl. VAT to CMAP mediation and, failing that, CMAP arbitration in Paris, in French, with expedited procedure.
