Terms and Conditions of Sale

(Version updated September 2024)

1. Definitions

Elfa Distrelec: Elfa Distrelec AS, Apotekergata 10B, 0180, Oslo, Norway;

Elfa Distrelec Privacy Policy: Elfa Distrelec's Privacy Policy as set out in https://www.distrelec.de/cms/datenschutz

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

Elfa Distrelec Website:means the Distrelec website at www.distrelec.de.

2. General

2.1 All Elfa Distrelec approved product orders on the Elfa Distrelec Website are subject to these General Terms and Conditions, unless otherwise 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 contained on the Elfa Distrelec Website or otherwise communicated to the customer ordering such products (the "Customer")are approximate only and do not form part of the agreement between Elfa Distrelec and the Customer. Elfa Distrelec shall not be liable to the Customer for any incorrect or incomplete information contained on the Elfa Distrelec Website, the Elfa Distrelec catalogue or any other marketing of the products. Product listings and advertising statements on the Elfa Distrelec Website do not constitute legally binding offers and are not subject to contractual obligations. Thus, such statements will not result in binding agreement upon acceptance; they shall only be considered as an invitation to the Customer to make an offer to purchase such products. Elfa Distrelec’s acceptance of the Customer's offer takes place when Elfa Distrelec confirms the price and delivery date in writing to the Customer. Only when such written confirmation has been given, shall the agreement be deemed to have been entered into between Elfa Distrelec's and the Customer.

2.3 Products which are not kept in stock by Elfa Distrelec of which some may have 10-digit stock numbers beginning with '2508...' or '2509...' ("Extended Range"). Any provisions of these Terms and Conditions expressly stated to apply to Extended Range Products shall prevail in the event of any conflict with other provisions of these Terms and Conditions.

2.4 These terms and conditions do not apply to export transactions, ServicePlus products nor Product Plus products, which are governed by their own terms.

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 is requested to pay particular attention to the clause 12 which stipulates limitations of liability and clause 7.3(ii) which entitles Elfa Distrelec to claim a compensation fee from the Customer to cover estimated administrative costs and other costs incurred by Elfa Distrelec as a result of payment from the Customer not being made by the due date.

3. Prices

3.1 The prices of the products are as stated on the Elfa Distrelec Website. Elfa Distrelec reserves the right to change prices without prior notice at any time. Prices and products in the printed paper catalogue are also subject to change by Elfa Distrelec. Updated pricing information will then be available on the Elfa Distrelec Website. In the event of a conflict between the product prices on the Elfa Distrelec Website and the prices included in the physical catalogue, the prices listed on the Elfa Distrelec Website shall prevail.

3.2 The price of an ordered product will be as set out on the Elfa Distrelec Website at the time of Elfa Distrelec's order acceptance, except for products ordered for delivery on a future specified date ("Future Delivery"). Upon written notice to the Customer, the prices for Future Deliveries may be changed by Elfa Distrelec, even after the time the order was accepted at the time of order acceptance.

3.3 All prices are exclusive of VAT and other locally applicable sales taxes. Elfa Distrelec will add such fees to the rate in effect at the time of order acceptance.

3.4 Prices for Extended Range products are as set out on the Elfa Distrelec Website, unless otherwise agreed in writing with a signatory Elfa Distrelec representative. Discounts granted by Elfa Distrelec for standard stocked products or other Elfa Distrelec offers do not apply to Extended Range products. Extended Range products are billed separately from standard stocked products.

4. Order

4.1 Elfa Distrelec reserves the right to refrain from entering into any trade with any company or any person. Elfa Distrelec may refuse any order by notifying the Customer by telephone or email within a reasonable time of Elfa Distrelec receiving the order. Accepted orders can be cancelled in the same way. The right to refuse and cancel orders pursuant to this clause 4.1 applies regardless of whether the Customer has made payment in connection with the order. In the event of such full or partial payment, Elfa Distrelec will refund the amount paid as soon as practicable.

4.2 Elfa Distrelec will place orders in accordance with the Customer's order but may supply replacement products at the request of the Customer or where the product has been replaced by a newer model. To the extent that a lack of products in stock prevents full performance of the Customer’s order, the remainder of the order will, at the Customer's option, either be backordered and so that Elfa Distrelec is obliged to fulfil the order as soon as Elfa Distrelec receives the necessary products, or cancelled and refunded to the Customer.

4.3 The Customer must submit orders using the Elfa Distrelec stock numbers and the priced units used on the Elfa Distrelec Website or in the Elfa Distrelec paper catalogue, and specify the delivery option. Any order confirmation by the Customer must be marked with "CONFIRMATION ONLY" or other distinguishing mark that clearly marks the confirmation to avoid duplication. If the Customer orders the wrong product or quantity of products, or duplicates orders, the provisions of the clause 13 (Cancellation and Return) shall apply.

5. Delivery

5.1 Subject to cancellation, redelivery or non-fulfilment of the Customer's order in accordance with clause 4, Elfa Distrelec will deliver the products specified in the Customer's order. Elfa Distrelec may use third party delivery agents to deliver the products to the Customer.

5.2 Delivery options and shipping charges are as set out on the Elfa Distrelec Website on the date of order or as notified to Customer at the time of order. The Customer is hereby informed that the delivery options and shipping price in the printed paper catalogue are subject to change. Updated information can be found on the Elfa Distrelec Website. In the event of a conflict between information about delivery options and shipping charges for products on the Elfa Distrelec Website and information about the delivery options and delivery rates included in the physical catalogue, the delivery options and delivery rates as set out on the Elfa Distrelec Website shall prevail.

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

5.4 Elfa Distrelec aims to deliver products in accordance with the time and date of delivery as set out on the Elfa Distrelec Website or by Elfa Distrelec employees ("Estimated Delivery Time"). Such Estimated Delivery Times are approximate only and Elfa Distrelec cannot be held responsible for any delay in delivery. Delivery time does not constitute any material aspect of the agreement. Longer delivery times must be accepted and expected for certain products which, after marking in the paper catalogue or information on the Elfa Distrelec Website, require special handling.

5.5 If delivery has not been made within the Estimated Delivery Time, if Customer notifies Elfa Distrelec of such delay, Elfa Distrelec will attempt to determine whether the product has been delivered and inform Customer of the status of delivery, or set a new expected delivery time. Elfa Distrelec may, at its sole discretion, refund the shipping costs to the Customer. If the new delivery time is not acceptable, Elfa Distrelec may, at its sole discretion, offer an alternative delivery option. The Customer's rights in the event of late delivery are exhaustively set out in this clause 5.5.

5.6 Elfa Distrelec aims to deliver Extended Range products in accordance with the applicable delivery times as set out on the Elfa Distrelec Website. Such delivery times are only approximate. No delivery options other than those set out on the Elfa Distrelec Website are available for Extended Range products. If Elfa Distrelec is unable to deliver Extended Range products in accordance with the Customer's order by the published lead time, Elfa Distrelec may notify the Customer and offer alternative options.

6. Investigation, delivery delays and non-delivery

6.1 The Customer must examine the products as soon as practicable after delivery or collection. The Customer shall, within 30 days of the time of delivery or the time of the transfer of risk, or the Estimated Delivery Time or revised Estimated Delivery Time or in the case of as mentioned in sub-clause 6(iv) below notify Elfa Distrelec in detail of:

1. Any defects in the product that are visible on reasonable examination. In such a case, Elfa Distrelec shall, at its sole discretion, replace the products or refund the purchase price. However, the Customer is obliged to refuse to receive packages delivered to it in a damaged condition;
2. Any quantitative shortcomings. In such case, Elfa Distrelec shall, at its sole discretion, deliver any remaining products or refund a proportionate proportion of the purchase price equal to those products that were not delivered;
3. Any delivery of products that are not in line with the order or agreement. In such case, Elfa Distrelec shall, at its sole discretion, replace the products or refund the purchase price;
4. Any total non-delivery of the products (in which case the complaint period is 10 days after the Estimate Delivery Time). In such a case, Elfa Distrelec will deliver the undelivered products or refund a proportionate share of the purchase price corresponding to the products that were not delivered.

6.2 In the event of late or omitted complaints or complaints that do not meet the requirements of clause 6.1 above, it shall be assumed that the products, for all purposes conform with the order and free from apparent defects, and the Customer is deemed to have accepted the products. The Elfa Distrelec packing slip (including quantity) shall be conclusive proof that the products have been received by the Customer, unless the Customer can prove otherwise .

6.3 The Customer's rights in the event of non-delivery, quantitative discrepancies, visible/obvious defects or other conditions of the products and delivery that are not in line with the order are exhaustively stated above.

7. Payment

7.1 If Elfa Distrelec has not provided credit to the Customer in connection with the purchase, payment is required by the Customer at the time of the order .

7.2 Elfa Distrelec may, at its sole discretion, grant credit. If credit has been granted, Elfa Distrelec will issue an invoice to the Customer. Such invoice will be sent by e-mail in PDF format, unless otherwise agreed between Elfa Distrelec and the Customer. The Customer shall pay the price of the product within 15 days net from the date of the invoice. It is not possible to set off, make a counterclaim or claim any deduction from the payment.

7.3 If any amounts are not paid by the due date indicated, without effect to any other rights or remedies available to Elfa Distrelec:

1. all Customer’s outstanding amounts are immediately due and payable regardless of whether these payments were due at a later date;
2. Elfa Distrelec could charge statutory reminder fees and a fee to cover estimated administrative costs and other costs incurred by Elfa Distrelec as a result of payment from the Customer not being received. Such a fee shall not exceed the amount that can be claimed under the Debt Collection Regulations (pt. NOK 700);
3. Elfa Distrelec also, without judgment and by virtue of judgment, be able to claim interest on the Customer’s outstanding amount from the due date until full payment is made in accordance with the Act on Interest on Late Payments (currently 8% p.a.); and
4. Elfa Distrelec shall have the right, at its sole discretion, to refuse orders from the Customer and/or suspend shipments to the Customer until payment has been received in full.

8. Risk and Ownership

8.1 If products are to be delivered to the Customer's property, the risk of loss of or damage to the products is transferred to the Customer upon delivery. If the Customer wrongfully refuses to accept or rejects such delivery, the risk of damage or loss passes to the Customer at the time Elfa Distrelec attempted to deliver the products. In the case of purchases where the Customer is to collect the products from an Elfa Distrelec collection point, the risk of the products is transferred to the Customer at the time the products are collected.

8.2 Title to a product does not transfer to the Customer until full payment of the purchase price and other amounts due to Elfa Distrelec has been received . If the Customer is in default with a payment to Elfa Distrelec, Elfa Distrelec may require the immediate return of all products, provided that title to the products has not passed to the Customer. The Customer hereby grants Elfa Distrelec and its representatives the right to take back such products in such circumstances.

8.3 A claim for or return of the products from Elfa Distrelec does not in itself relieve the Customer of its obligation to pay the full purchase price.

9. Product and Availability Information

9.1 Elfa Distrelec reserves the right, without prior notice, to discontinue the sale of any product or make design changes as part of its continuous efforts to improve products, or to increase product availability. Such cessation of sale and change of design can take place during the lifetime of any Elfa Distrelec catalogue. Up-to-date information on the availability and design of the products offered by Elfa Distrelec is available on the Elfa Distrelec Website.

9.2 Unless otherwise confirmed in writing, nothing on the Elfa Distrelec Website or in any Elfa Distrelec catalogue should be construed as representing or indicating the place of origin, manufacturer or manufacture of the products or any part thereof.

10. Warranties and Remedies

10.1 Elfa Distrelec warrants that no products purchased from Elfa Distrelec are materially defective.

10.2 If a product suffers from material defect(s) and is subject to the provisions in clause 5 (Delivery) in respect of apparent defects at the time of delivery, Elfa Distrelec will, at its sole discretion, replace or repair the product or refund the purchase price.

10.3 This warranty does not apply to defects arising from misuse, failure to follow product instructions or repair or modifications without the consent of Elfa Distrelec .

10.4 The Customer's rights arising from breach of warranty and non-delivery of products are exhaustively set out in this clause 10.

10.5 If the Customer wishes to invoke any rights under this clause 10, must:

1. claims are made in writing to Elfa Distrelec prior to the return of the defective product(s), within 12 months of the original date of dispatch or within such other deadlines as specified in writing by Elfa Distrelec for specific products (for certain RND product or RS PRO products, such period may range from 12 to 36 months as set out on the Elfa Distrelec Website);
2. When returning or otherwise handling the relevant products, or when making the product(s) available for collection by Elfa Distrelec, the Customer will act in accordance with Elfa Distrelec's instructions and pack the products in a safe and appropriate manner. In particular, when returning products, the Customer must obtain a return number from Elfa Distrelec and write this on all relevant documents, stating the original invoice number for the order and the nature of any alleged defect.

10.6 If the Customer returns products in contravention of or otherwise than as provided for in these Terms and Conditions, Elfa Distrelec may refuse the return and refuse to accept the products. The products may be returned to the Customer at the Customer's expense and risk.

10.7 Elfa Distrelec becomes the owner of all products replaced by Elfa Distrelec. Title to products that are replaced as part of a replacement shall be transferred to the Customer in accordance with the provisions of clause 8 (Risk and property rights). The period of the replacement product's warranty corresponds to the remaining time of the defective product's warranty period.

10.8 If the Customer has been provided with incorrect information and such information has been used as a basis for the order, the Customer has no rights other than those expressly set out in these Terms and Conditions, unless such incorrect information(s) were provided in breach of honesty and good faith.

10.9 Except as expressly provided in these Terms and Conditions, all warranties and rights arising from the foregoing law and relating to the supply of such products herein, including, but not limited to, the underlying requirements of the products' quality, fitness for purpose and the like, are disclaimed, to the fullest extent permitted by law.

10.10 The Customer hereby acknowledges that the Customer is responsible for ensuring that the products the Customer orders are suitable for the Customer's intended purpose.

11. Export control and use restrictions

11.1 Certain products offered by Elfa Distrelec are subject to export control regulations in the United Kingdom, the United States, the European Union and other countries ("Export Laws"). Customer shall comply with such Export Laws and obtain any license or permit necessary to transfer, export, re-export or import the products.

11.2 Customer shall not, directly or indirectly, dispose of, dispose of, export, re-export, supply or otherwise contribute to the sale or delivery of products to any country or other entity that is subject to sanctions or embargoes imposed or administered by the United Kingdom, the United States, the European Union or any other country.

11.3 Customer hereby confirms that products purchased from Elfa Distrelec will not be used, sold or incorporated into products used, directly or indirectly, to or in the design, development, production of chemical, biological or nuclear weapons, delivery vehicles and such systems or in the development of weapons of mass destruction.

11.4 Products sold by Elfa Distrelec are neither recommended nor approved for use in connection with lifesaving, surgical procedures, or nuclear and aviation applications. The same applies to use or application where the failure of a single component can cause significant injury to persons or property.

11.5 Classifications of products in connection with exports, including ECCN and Harmonised Tariff codes, are for internal use by Elfa Distrelec. Such classification and classification information is provided by Elfa Distrelec in good faith based on the information available to Elfa Distrelec at the time it was compiled. Elfa Distrelec makes no warranty or undertaking that such information is up to date or correct, and shall not be liable to Customer in respect of any loss or damage suffered by Customer as a result of relying on such information. Use of the classifications is at the Customer's own risk without any recourse against Elfa Distrelec. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time the item is re-exported.

12. Limitations of Liability

12.1 Except in clause 12.2 below, Elfa Distrelec will not be liable for any loss or damage arising from breach of contract or breach of duty otherwise, (including negligence), for any of the following items of loss: (a) indirect loss or consequential loss; (b) lost revenue; (c) lost profits; (d) losses resulting from reduced productivity; (e) losses resulting from reduced or discontinued production; (f) business losses including anticipated future business losses (g) financial losses; or (h) losses resulting from reputational damage or goodwill.

12.2 Should Elfa Distrelec nevertheless be held liable for damages as a result of a breach of these terms and conditions or on any other basis, Elfa Distrelec’s liability to the Customer shall be limited upwards to NOK100,000 if the value of the total order exceeds NOK100,000, b) the total value of the order if it is less than NOK100,000.

12.3 Nothing in these Terms and Conditions including, but not limited to, 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 fraudulent conduct or any other matter for which liability cannot be excluded or limited by law.

13. Cancellations that are not due to defects and returns of such cancellations

13.1 Elfa Distrelec may, at its sole discretion, allow an order to be cancelled (where there are no defects in the product), provided that the Customer reimburses the costs incurred by Elfa Distrelec as a result of the cancellation and pays the cancellation fee as set out in this clause 13.

13.2 In the event of partial cancellation of an order, Elfa Distrelec may invoice the Customer for any difference in the selling price per unit equal to the quantity actually shipped prior to the time of cancellation compared to the total number of units ordered.

13.3 Elfa Distrelec may charge a cancellation fee for any products cancelled provided that the basis for cancellation is not due to defects covered by the warranty in clause 10.

13.4 The Customer may return products to Elfa Distrelec and receive a credit or refund on the following terms:

1. The Customer must contact Elfa Distrelec to obtain a return number with which the returned package should be marked (and which, incidentally, must be stated on all relevant documents);
2. Dispatch the products within 30 days of the date of delivery, as indicated in the delivery confirmation, or the date the products were collected;
3. Products must be returned in their original condition and packaging, and in a condition that allows immediate resale
4. The Customer must follow any specific instructions provided by the Elfa Distrelec Website for the return of the relevant product;
5. Products must be returned satisfactorily packaged and clearly labelled to Elfa Distrelec Returns Department; and
6. The Customer must provide the return number of the package being returned.

13.5 If the Customer returns products to Elfa Distrelec that do not comply with clause 13.4 (i) – (vi) the above, (for example after the expiry of the return period or in unsuitable condition), Elfa Distrelec may refuse to accept the cancellation and return the products to the Customer at the Customer’s expense, or charge an administration fee equal to the cost of reprocessing.

13.6 The above terms and conditions that apply to cancellations do not apply to software, calibrated products, packaging products, products not included in the catalogue, Extended Range products, custom-made products, and products that are marked non-cancelable (NC) or non-returnable (NR). Elfa Distrelec also does not accept the return of electrostatic discharge (“ESD”) sensitive devices where the integrity of the original ESD packaging has been compromised, such as the bag being opened and closed again or multiple bags being stapled together.

13.7 Elfa Distrelec cannot be held responsible for loss of or damage to products during shipping from Customer to Elfa Distrelec, provided that Elfa Distrelec has not arranged the shipping and engaged the carriers.

14. Force Majeure

A force majeure event is any event beyond Elfa Distrelec's reasonable control. Force majeure events include, but are not limited to, strikes, pandemics, epidemics, crisis or similar outbreaks, government measures, traffic chaos, failure of an external line or Elfa Distrelec’s inability to obtain materials or articles necessary for the performance of the contract except at increased prices. If Elfa Distrelec's full or partial contractual performance under these Terms and Conditions is prevented or impeded by a force majeure event, Elfa Distrelec shall be released from its obligations for as long as such event persists and shall not be liable for any delay and/or failure in performance of its obligations during such period. If the force majeure event lasts for a period of more than 14 days, Elfa Distrelec may, without any liability to the Customer, cancel the affected order.

15. Intellectual Property Rights

15.1 Customer hereby acknowledges that Elfa Distrelec and its licensors own intellectual property rights in the Elfa Distrelec Website, Elfa Distrelec catalogues, catalogue contents and stock numbers, and that their reproduction in whole or in part without Elfa Distrelec’s prior written consent is not permitted.

15.2 Elfa Distrelec does not warrant or warrant to Customer that any products supplied do not infringe the intellectual property rights of any third party.

16. Anti-bribery and anti-corruption

16.1 The Customer shall comply with all its obligations under applicable laws and regulations on bribery and corruption, and shall ensure that the Customer itself and persons who can be identified with the Customer (associated persons), shall:

1. not (directly or indirectly) persuade any employee or subcontractor of or representative of Elfa Distrelec to grant any benefit or benefit to the Customer, and refrain from performing any act or omission in return for any gift, money or other favour;
2. not do or omit to do any act that would cause or lead Elfa Distrelec to breach bribery and corruption rules; and
3. report immediately to Elfa Distrelec in the event of any request for undue financial or other benefit of any kind received by Customer in connection with these Terms and Conditions.

16.2 Financial restrictions on gifts and entertainment can be found in the RS Group Anti-Bribery Policy. Further information and details regarding this can be made available on request.

16.3 Any violation of clause 16 constitutes a material breach of these Terms and Conditions and cannot be corrected.

17. Privacy Policy

17.1 Please see the Elfa Distrelec Privacy Policy for more information on how Elfa Distrelec process personal data.

18. Various

Waiver

18.1 The failure or delay of a party to enforce or exercise any right or remedy arising from these Terms and Conditions or law shall not be deemed to be a waiver of the relevant right or remedy or any other right or remedy, nor shall it prevent the enforcement or exercise of the relevant right or remedy or any other right or remedy at a later date. Any waiver of the right to invoke a breach of these Terms and Conditions shall not be deemed to be a waiver of the right to invoke any subsequent breach.

Alteration

18.2 No changes or additions to these Terms and Conditions are valid, unless such changes or additions are in writing, (email excluded), and signed by or on behalf of each party.

Law and Jurisdiction

18.3 The agreement entered into between Elfa Distrelec and the Customer based on these Terms and Conditions herein shall apply to any order placed by the Customer and shall be governed by and construed in accordance with Norwegian law. The Customer agrees to the exclusive jurisdiction of the Norwegian courts. However, Elfa Distrelec may enforce the contract in any court of competent jurisdiction.

18.4 If any part of these Terms and Conditions is found by a court or other competent authority to be unbinding, or not binding if it is interpreted or understood in a particular way, it is the express intention of the parties that such wording shall be interpreted or construed so as to preserve its binding effect. If, however, any part of these Terms and Conditions is found by a court or other competent authority to be unenforceable, the remainder of that provision shall be construed and construed in its original intent, and the remaining Terms and Conditions shall apply in full.

Exclusion of Third-Party Rights

18.5 No direct or implied obligations under these Terms and Conditions may be invoked by anyone who is not a party to the Agreement.

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.