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Terms and Conditions of Sale

Updated June 2022

The following Terms and Conditions of Sale aim to determine the mutual commitments of each party for all sales transactions to be made between Dexxon Groupe and its Buyer.

1.    DEFINITIONS AND PERIMETER

These terms and conditions of sale are the terms and conditions applying to all sales made by Dexxon Groupe (hereafter "Dexxon") with its customer (hereafter the “Buyer”). Dexxon will not accept any other terms and conditions of sale, unless Buyer and Dexxon have a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. The Buyer by placing a purchase orders, whether in France or abroad, no matter the delivery address, accepts expressly the terms and conditions set forth herein without modification or addition. Therefore, the accepted Terms and Conditions are considered the Single Convention governing the commercial relationship between Dexxon and the Buyer. If Dexxon, at any time, does not use or mention these Terms and Conditions, will under any circumstances mean that Dexxon waives the mentioned Terms and Conditions.

2.    PLACEMENT OF PURCHASE ORDERS

Purchase orders should be in written form and submitted to Dexxon through its website www.dexxon.eu or through the EDI system. Any purchase order passed by any other means than website or EDI causes additional administrative handling charges to the Buyer. Any purchase order less than 1 000 € net to be delivered in mainland France will be charged with en additional handling fee of 20 € net (25 € net for orders made by other means than Web or EDI). Any purchase order less than 200 € net will be charged with an additional handling fee of 20 € net.
Any purchase order including a printing equipment, a video projector or a scanner for the order weighing less than 400 kg will be charged with a fixed additional fee of 19.50 € net. Any purchase order that exceeds the weight limit of 400kg will be subject to a personalized quote/estimate before shipment. Any delivery in Corsica will be charged with an additional transportation fee of 50 € net.  
Removal of the goods may be done in our logistic center after a minimum delay of four (4) hours from the registration of the purchase order by Dexxon. Any removal of the goods the value of which is less that 1 000 € net will be charged with a fixed additional fee of 12 € net.
Any remainder will be charged with a fixed additional fee of 12 € net. It is possible to regroup a remainder order with an ongoing order, in such a case the additional fee of 12 € shall not be charged. In case of grouped remainder orders the additional fee 12 € net will be charged only once.
If a delivery is made to a different address than the Buyer’s, unless Dexxon and the Buyer have a written agreement which specially modifies, suspends and/or replaces these Terms and Conditions, an additional fee of 12 € net will be charged to the Buyer. If a drop shipping is unsuccessful for any circumstance whatsoever (false or incomplete address…), any re-delivery request will be charged with an additional fee of 12 € net.
Any purchase order is final and binding upon the Buyer when it has been placed. Dexxon may accept or reject any order or remainder order. Dexxon shall not be liable regarding unsuccessful order no matter the reason (ex. unavailable goods, etc.). Such orders shall be canceled by Dexxon.   

3.    PRICE

Prices are those set forth on the document issued by Dexxon called “confirmation order”, within the limit of the stock available at that moment. The “invoiced unit price” is calculated by dividing the “invoiced total price” of a product line by the ordered quantity. Being rounded to two decimal points, this price is only indicative. The price applicable to the Buyer is the “invoiced total price”. Catalogues, pricelists and offers are not binding and can be modified at any time without prior notice. In case of product unavailability or shortage, prices will be those applying on the day of shipment.

4.    DELIVERY DEADLINE

Delivery dates are fixed in good faith. They are not binding. Any delay for delivery will not allow the Buyer to cancel the ongoing orders or to claim damages, penalties or any other compensation, unless otherwise expressly agreed by Dexxon.

5.    DELIVERY – TRASNPORTATION – RISK TRANSFER

The Buyer must check the condition of the packaging, the quantity and the content of the packages at the time of delivery. Any irregularities (collision damage, broken items, item missing, etc.) need to be reported under clear, precise and complete "hand-written reserve" to be put on the consignment note in the presence of the carrier. The Buyer must confirm its reserves by registered mail in accordance with Article L 133-3 of the French Commercial Code. A copy of the written notice along with the delivery and consignment notes must be sent to Dexxon within eight (8) business days after the delivery. This procedure is essential in order to correctly process the claim. A copy of the delivery note when requested by the Buyer will be charged with a fee of 25 € net per delivery note. In addition, the delivery note will be freely available on our website www.dexxon.eu during the availability period offered by the carrier.
The risks shall be transferred from Dexxon to the Buyer as soon as the goods are handed over to the first carrier or collected by the Buyer or its agent. Any refusal by the addressee to take possession of the goods will be charged with an additional fee of 80 € net.
Any Buyer’s request to redeliver a shipment previously sent but brought back to our storehouse due to an incorrect address, will be charged with an additional fee of 12 € net. In such a case, the Buyer must provide all missing information in order for the shipment to be successful.
The Buyer is liable for the provided information.

6.    PAYMENT

For the Buyer with outstanding amounts accepted by Dexxon, unless otherwise agreed between the parties, payments shall be made within thirty (30) calendars days, without any discount whatsoever, starting from the bill of exchange billing date. In any other cases, the invoices are payable in cash and without any discount whatsoever. Furthermore, the Buyer accepts, without making any reservations, to receive its invoices by electronic mail only, in accordance with Article 289 bis of the French General Tax Code (Code Général des Impôts). Therefore, the Buyer hereby expressly waives receiving paper invoices. Paper invoices issued upon the Buyer’s request should be charged with additional fees.
Notwithstanding anything to the contrary agreed by Dexxon, if the Buyer’s legal situation changes (i.e. if it is sold, its business is leased, it is converted into a company with a different legal form, its business is contributed to a third party, it is involved in a merger or it discontinues business), the price or the balance would automatically become due and payable.

7.    LATE PAYMENT

If a payment is not made on time, partially or totally, the following amounts are due to Dexxon without further notice: (i) a 1% delay penalty per month (with a minimum invoice of 25 € net); (ii) a 1% flat-rate allowance of the total due; (iii) a fixed allowance for recovery cost of 40 € per invoice (additional allowance for recovery cost may be requested upon receipt) ; (iv) a fixed allowance of 25 € net for each Dexxon written reminder.
Furthermore, a lump sum of 30 € net will be due for each negotiable instrument or bank check returned unpaid for insufficient funds.
In addition, the Buyer in a delayed or non-payment situation (in particular due to a deduction made without prior express consent of Dexxon), will automatically lose the benefit of any discounts and / or rebates to which it may have been eligible with respect to the year concerned. In such a case, Dexxon will solely decide, provided that the Buyer solves the situation, whether the Buyer become again eligible to the rebates, in whole or in part.
Failure to pay an invoice at the due date, allows Dexxon to suspend the deliveries or to cancel the said deliveries, in whole or in part.
After a twenty (20) calendar days from a formal notice to pay, the ongoing Contracts may be rightfully terminated by Dexxon; such a termination will not give any right for damages to the Buyer.
The Contact may also be terminated in case the Buyer refuses to receive the delivery within twenty (20) calendar days from a formal notice.

8.    RETENTION OF TITLE

Dexxon shall retain full title to the goods sold to the Buyer until Dexxon receives full payment of the price, including interests, taxes and accessories.
However, any risk related to the goods shall pass from Dexxon to the Buyer upon delivery as described in Article 5 above. Dexxon shall also have the right to request the return or collection of the unpaid goods directly from the Buyer's customers, or call for full payment directly from them, at the Buyer's costs and damages.

9.    CLAIMS

Except for delivery claims mentioned in Article 5 above, any claims related to shipped goods and invoices shall be notified to Dexxon electronically via its website plus.dexxon.eu, within eight (8) business days. Failure to give such a notice shall be deemed a final acceptance of any such shipped goods and invoices. Submitting a claim does not suspend the payment of the undisputed amounts.

10.    TRADE CHALLENGE

Any claim related to sales conditions (cooperation contracts, rebates...) shall be notified to Dexxon in writing within 9 (nine) months from after they have occurred. In particular, any claims related to the payment of end-of-year rebates shall be notified no later than on 30th  September of the following year. Failure to give any such notice within such time shall be deemed a final acceptance of the previous year's sales conditions.

11.    WARRANTIES

Acting as an intermediary between the manufacturer and the Buyer, Dexxon will give no contractual warranty whatsoever. Therefore, the goods sold by Dexxon have the warranty given by the manufacturer which must be respected conscientiously. Upon Buyer’s written request, Dexxon will provide the warranty terms and conditions; they are also available on our web site http://www.dexxon.eu (section after sale / customer service). These terms and conditions also specify the term of the manufacturer’s warranty for each item sold by Dexxon (the term starting from the acquisition of the item by the end user). The usage of the warranty may not, in any case, be a reason not to pay the related invoice, or a reason for compensation between invoices; these proceedings are strictly forbidden. Upon the warranty, Dexxon will not be responsible for and has no obligation to indemnify material and/or immaterial, direct and/or indirect damages and losses (such as operating and production losses, loss of opportunity, financial or commercial losses, etc.) arising out of or/and in connection with the usage, and/or the defect of the delivered goods. If a manufacturer does not longer exist for any reasons whatsoever (cessation of activity, insolvency proceeding or liquidation), Dexxon shall not be held liable of such a manufacturer’s warranty.

12.    RETURN MERCHANDISE

The return merchandise authorization (hereafter “RMA”) procedure is available on our website www.dexxon.eu. This Procedure works only electronically. It may be changed by Dexxon at anytime without prior notice. Prior acceptance of this procedure is required to proceed. Upon the Buyer’s written request, Dexxon provides a copy of this procedure.
The RMA procedure must be consciously followed by the Buyer.
No return shall be accepted without a Dexxon written authorization providing a “return authorization number”, except for the cases the goods must be returned directly to the manufacturer or the return can no longer be accepted by Dexxon (passed return deadline, warranty disclaimer, expired goods, no proof of acquisition etc…). No return is accepted concerning “the consumables”, the particular Buyer goods or obsolete goods. The Buyer shall return the goods within thirty (30) calendar days after receiving the return number to be displayed by the Buyer on the outside of the package. In case the goods are returned without prior written approval by Dexxon, or when after a Dexxon or manufacturer diagnosis, it appears that the warranty conditions do not apply to the goods (consumables, Buyer goods or obsolete goods, etc.), no credit note or product replacement will occur. In such a case, the Buyer will receive a mail inviting him to take back the goods. If within ten (10) calendar days the Buyer does not take back the goods, Dexxon will freely dispose of them.
The payment of the goods will remain due according to the initial deadline.
Only new, untested, uninstalled, unopened and un-deteriorated re-sent complete in their original packaging goods will be accepted. In case a return is accepted by Dexxon, the latter shall issue a credit note based on the price indicated in the column “prix unitaire facturé” (invoiced unit price), equal to the price applicable on the date of receipt of the goods or, provided the same goods are no longer marketed by Dexxon, equal to the price of equivalent goods up to the originally invoiced price. An accepted return due to any event/reason attributable to the Buyer, will lead to a 10% discount.

13.    INTERNET ACCESS AND TERMS OF ONLINE SALE

13.1    Personal identification codes and authorization
The Buyer shall, at its sole discretion and responsibility, appoint its representatives, as well as determine specific authorizations (Consultation, Buyer, Direct shipment, Manager…) to be given to such representatives on the Dexxon’s website. The code and authorization request is exclusively operated on Dexxon’s website. The code and authorization assigned to the Buyer’s representative are available at all times on Dexxon’s website section “Administrateur”. Any and all changes with respect to the Buyer’s representatives (codes, positions, etc.) will be notified by the Buyer to Dexxon by filling the appropriate form in the section “Mon Compte Client” on Dexxon’s website. Therefore, the Buyer is solely and fully responsible for the purchase orders made by its representatives on the website. The user name and password (unique and confidential) shall be communicated by Dexxon by e-mail to each representative appointed by the Buyer. The initial password must be changed by the Buyer immediately on its first log in to the website.
The said password is strictly confidential and may be changed at any time by the Buyer on the website. The Buyer undertakes to remember the password and not communicate it to anyone or inscribe it on any document. The Buyer will be solely responsible for the consequences of communicating the password to its employees or officers; in no cases its responsibility can be disclaimed.
For each login the Buyer must enter his/her unique, personal and confidential login ID and password.
These are the sufficient and irrefutable proof of its identity.
The Buyer will inform Dexxon in a systematic and ongoing manner by e-mail or by registered mail of any risk of abusive or unauthorized use of its password as soon as he becomes aware of this. Dexxon keeps the right to remove from the Buyer its password without prior notice in case of suspicion of illegitimate and/or abusive use

13.2     Online purchase order
Upon receipt of the online purchase order, Dexxon will provide the Buyer with an acknowledgement of receipt sent by e-mail to its known e-mail address. Upon internal check, Dexxon will send a second e-mail to the Buyer confirming the purchase order. All orders made on Dexxon’s website accordingly to the above conditions and confirmed by e-mail from Dexxon will be considered as indisputable evidence of the purchase order placed by the Buyer which cannot be released by it.

13.3     Limitation of Liability
In any event, Dexxon will not be liable for a mistake, in particular typographical, of the data given on the website. Same will apply in case of failure of shut down due to maintenance works, technical breakdown or any other external and beyond of its control event. Dexxon only has an obligation to make its best efforts (“obligation de moyens”).

14.    INTELLECTUAL PROPERTY RIGHT

The Buyer acknowledges that any and all intellectual property rights pertaining to the goods or/and services (including but not limited to any and all patents, drawings, designs, all copyrights, brands, trade names, applications for the registration of the abovementioned rights, technical data, trade secrets, unpatented know-how, any and all rights covered by confidentiality and other intellectual property rights of any kind, worldwide) belong to and are the sole and exclusive property of Dexxon (the “IP Rights”). The Buyer undertakes not to infringe the said IP Rights and the rights nor to acquire or obtain any right howsoever pertaining to said IP Rights. The Buyer shall provide prompt notice to Dexxon of any infringement of IP Rights of which he becomes aware (counterfeiting, unauthorized usage, etc.).

15.    PRICING AND TERMS AND CONDITIONS

Pricing and the Terms and Conditions as well as all the costs indicated in the Terms and Conditions may change at any time. Dexxon makes them available to the Buyer freely upon simple written request. Any changes and/or amendments are deemed to be fully accepted when placing purchase orders.

16.    APPLICABLE LAW AND JURISDICTION

Any and all sales of goods by Dexxon are governed by and construed in accordance with the laws of France, except for any other laws or regulations. Any dispute arising out or in connection with the validity, interpretation, performance, termination for any reason whatsoever of these terms and conditions or/and contracts made by Dexxon shall be exclusively submitted to the Commercial Court of Nanterre (Tribunal de Commerce de Nanterre).  This jurisdiction shall remain valid in the event of multiple defendants or the introduction of third parties.

17.    DISCLAIMER OF RESPONSIBILITY

Dexxon shall not be liable to the Buyer for failure to perform its obligations hereunder and its obligations shall be suspend automatically and without prior notice in case of the following events: fire, strikes, lockouts, or any other similar cause or causes, acts of God, epidemic, war, requisition, acts of government, riot, freeze, disruption or delay in transportation, difficulties or impossibilities to export or import as well as any circumstances appearing later than the conclusion of the contract and prevents Dexxon from normally fulfilling its obligations.

18.    RIGHT OF ACCESS AND CORRECTION OF DATA

All the personal data given by the Buyer to Dexxon shall be only used by Dexxon in order to perform its obligations hereunder. Pursuant to the General Data Protection
Regulation (the “GDPR”) and to the law No. 78-17 of 6th of January 1978, any persons have the right to access, modify, correct and delete their personal data by addressing a written notice to: Dexxon Groupe, 79 avenue Louis Roche, 92230 Gennevilliers.

19. DATA PROTECTION

19.1. Each term used in this Section 19 shall have the meaning given in the GDPR unless otherwise expressly stated. Capitalised words and expressions used in this Section 19 are defined in Section 19.11. References to "Articles" in this Section 19 shall mean the Articles of the GDPR.

19.2. Buyer acknowledges and agrees that Dexxon is the Data Controller and the Buyer is a Data Processor in respect of all Personal Data processed pursuant to these Terms and Conditions of Sale.

19.3. Buyer warrants and represents that it shall, and shall procure that the Buyer's Personnel, process Personal Data only for the purpose of these Terms and Conditions of Sale on documented instructions that Dexxon may give to the Buyer from time to time, and in compliance with the GDPR and applicable law.

19.4 Buyer warrants and represents that it shall:
(a) not do anything that would put Dexxon in breach of GDPR and/or any and all applicable laws;
(b) put in place before undertaking any processing and maintain appropriate technical and organisational measures in accordance with Articles 5 and 32;
(c) provide Dexxon with such assistance as Dexxon requires to ensure compliance with Articles 32 to 36 (inclusive), taking into account the nature of the processing and the information available to Buyer;
(d) maintain a record of all of its processing activities under or in connection with these Terms and Conditions of Sale and of the measures implemented under this Section 19 in accordance with the requirements of Article 30 and make such record available to the relevant Supervisory Authority;
(e) provide Dexxon with such information as Dexxon requests from time to time to enable Dexxon to satisfy itself that Buyer is complying with its obligations under this Section 19;
(f) allow Dexxon, its agents, representatives and external auditors access (on reasonable notice and during normal business hours) to its premises and/or any other location where Personal Data is processed under these Terms and Conditions of Sale to allow Dexxon to audit the Buyer's compliance with this Section 19. For the purposes of any such audit, Buyer shall permit and/or shall procure that Dexxon shall be permitted access to such premises and/or locations, facilities, personnel, systems, records, books, accounts and information as may reasonably be required by Dexxon for the purpose of such audit;
(g) not cause or allow Personal Data to be transferred to and/or otherwise processed in a Non-adequate Country without Dexxon's prior written approval;
(h) not transfer Personal Data to, or permit the processing of Personal Data by, any third party (for the avoidance of doubt including its Affiliates) save to the Buyer's authorized employees, except:
(i) with Dexxon's prior written consent in each case (such consent to be given or withheld at Dexxon's absolute discretion); and
(ii) where Dexxon has given such consent, Buyer has entered into a written contract with that third party under which that third party agrees to obligations that are
equivalent to the Buyer’s obligations set out in this Section 19, unless required to do so by applicable law, in which case Buyer shall (to the extent permitted by applicable law) give Dexxon prior written notice of such requirement;
(j) at any time upon request, and in any event upon termination or expiry of these Terms and Conditions of Sale, deliver up to Dexxon or (at Dexxon's sole discretion) securely delete or destroy all Personal Data in the Buyer's possession (except for such Personal Data which Buyer is required to keep in compliance with mandatory provisions of applicable laws);
(k) provide all assistance requested by Dexxon from time to time in undertaking any data protection impact assessments and consultation with a Supervisory Authority that Dexxon may reasonably decide to undertake; and
(l) ensure the Buyer Personnel are subject to binding obligations of confidentiality in respect of Personal Data processed under these Terms and Conditions of Sale.

19.5 The Buyer shall assist Dexxon by appropriate technical and organisational measures to comply with its obligations and fulfill Data Subjects' rights under GDPR and any and all applicable laws, including:
(a) responding to requests or queries from Data Subjects in respect of their Personal Data (including the provision of Portable Copies);
(b) cooperating with an investigation in connection with the Personal Data by a regulatory body, (including a Supervisory Authority); or
(c) reconstructing and/or otherwise safeguarding the Personal Data, within any reasonable timescales specified by Dexxon.

19.6 If Buyer becomes aware of or suspects a Personal Data Breach it shall notify Dexxon without undue delay and in any event within 24 hours, providing all the information set out in Article 33 and/or as requested by Dexxon. Buyer shall at its own cost provide all assistance reasonably requested by Dexxon to ensure that Dexxon complies with its obligations under Articles 33 and 34. Buyer shall take all reasonable steps to mitigate any risks of a Personal Data Breach occurring in the future.

19.7 If for any reason Buyer is unable to provide any of the information set out in Article 33 within the timescale referred to in Section 19.6, it shall provide a written explanation to Dexxon and use its best efforts to provide all such information as soon as possible.

19.8 Buyer shall not disclose any information about or in connection with any unauthorized or unlawful processing or accidental loss or destruction of, or damage to, Personal Data, other than:
(a) to Dexxon;
(b) with Dexxon's express prior written approval; or
(c) as required to be disclosed by mandatory provisions of applicable law.

19.9 Buyer shall procure that all its Personnel, affiliates and any sub-processors who have access to Personal Data in connection with these Terms and Conditions of Sale comply with the terms of this Section 19 and Buyer shall be liable for all acts and omissions of such personnel, affiliates and subprocessors.

19.10 Buyer warrants that it complies, where applicable, with its obligations to appoint and maintain in place throughout the term of these Terms and Conditions of Sale a data protection officer as required by Articles 37, 38 and 39 and it shall designate a representative in the European Union where required by Articles 3(2) and 27 and ensure that its representative complies with Sections 19.4(d),19.4(f) and 19.5(b).

19.11 For the purpose of this Section 19 the following definitions apply:
(a) "Adequacy Decision" means a finding under Article 45(1) of the General Data Protection Regulation that a country, a territory or one or more specified sectors within that country, or the international organisation in question ensures an adequate level of protection within the meaning of Article 45 of the General Data Protection Regulation;
(b) "Data Controller" has the meaning given to "controller" in the General Data Protection Regulation;
(c) "Data Processor" has the meaning given to "processor" in the General Data Protection Regulation;
(d) "GDPR" or "General Data Protection Regulation" means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
(e) "Non-adequate Country" means a country or territory which is outside the European Union and in respect of which there has not been an Adequacy Decision. For the purposes of these Terms and Conditions of Sale, "Non-adequate Country" includes the United States of America; and
(f) "Portable Copy" means a copy of Personal Data in such form as to enable Dexxon to comply with its obligations under Article 20 of the General Data Protection Regulation.

 20 - EXTENDED PRODUCER RESPONSIBILITY

Pursuant to Article L. 541-10-13 of the French Environmental Code within the framework of its extended producer responsibility, Dexxon Groupe has been assigned the following unique identifiers: FR022272_01HMAV for its packaging sector (CITEO) and FR022272_06SA7J for its battery and accumulator sector (SRELEC).

Within the framework of the applicable regulations on “Déchets d’Equipement Electrique et Electronique (DEEE)” [could be translated by Waste Electrical and Electronic Equipment], Dexxon Group has made a commitment with an approved eco-organization ECOLOGIC (under the unique identifier FR022272_05KUC6) to manage collection operations, treatment, recovery and recycling of electrical and electronic household and professional waste.