Any order implies the full, irrevocable, and unconditional acceptance of these General Terms and Conditions of Sale (GTC). No clause originating from the Buyer, including its own purchase terms, shall prevail over these GTC unless expressly agreed in writing by OLENERGIES. Any modification by OLENERGIES shall apply immediately to future orders unless otherwise agreed in writing.
No order under €500 (excl. VAT) will be accepted without prior written approval. OLENERGIES may refuse any order not covered by valid credit insurance. Commitments by agents or representatives are only binding after written confirmation by OLENERGIES. No cancellation or postponement will be accepted without prior written consent. Any related costs remain the full responsibility of the Buyer. Order confirmation renders the order firm and irrevocable. Any unilateral change or withdrawal is subject to prior written approval and may incur compensation.
Delivery times are strictly indicative and non-contractual. Any delay shall not justify cancellation, compensation, or penalties, unless explicitly agreed in writing. Packaging and carrier selection are under OLENERGIES’ sole control. In case of damage or loss, the Buyer must issue written reservations on the delivery note in the carrier’s presence and confirm them via registered mail with acknowledgment of receipt within three (3) days, per Article L133-3 of the French Commercial Code. OLENERGIES is not liable for delays caused by external circumstances.
Prices are those in effect on the shipment date. Payment is due upon delivery of goods or services. No deduction or offset may be made unilaterally. Late payments will trigger automatic penalties at the ECB refinancing rate +10 points, enforceable without notice. OLENERGIES may suspend all deliveries and demand immediate payment of all outstanding invoices. Significant cost increases (>5%) may result in revised prices, even after order acceptance. The Buyer has five (5) business days to object in writing if the increase exceeds 15%; silence implies acceptance. Emails, electronic signatures, and recorded data shall constitute conclusive and admissible evidence between the parties.
Events such as strike, fire, shortage, natural disaster, cyberattack, or governmental action will suspend OLENERGIES' obligations without liability or compensation.
OLENERGIES warrants only compliance with contractual specifications. Performance, lifespan, or cycle count is not guaranteed. Claims must be submitted in writing within thirty (30) days by registered mail. No returns will be accepted without prior written approval. In case of verified non-compliance, OLENERGIES will either replace or refund the product. The warranty is personal and non-transferable. Unauthorized modification or repair voids it entirely.
The Buyer is solely responsible for testing and confirming the suitability of the products for its needs. Under no circumstances shall OLENERGIES products be used, directly or indirectly, in any medical application, device, or context, whether regulated or not. Any medical-related usage is strictly prohibited. The Buyer shall indemnify OLENERGIES from any claim arising therefrom. OLENERGIES is not liable for misuse, indirect damages, or integration into unauthorized systems. Batteries must be fully charged upon delivery. They must be stored at 50% charge in a dry, ventilated, and temperature-controlled location. Transport must comply with ADR/IATA regulations. The Buyer must maintain fire suppression tools for lithium-ion fires (e.g., Class D extinguishers). Any deep discharge voids the warranty. Incidents must be reported within 48 hours or all coverage is void.
The products shall not be used in any nuclear, restricted, or sensitive environments. Military use is prohibited unless expressly authorized in writing. The Buyer assumes all consequences and liability for breach of this clause.
The Buyer must hold a valid liability insurance policy covering all risks associated with lithium-ion batteries (fire, explosion, environmental harm) and must provide proof within eight (8) calendar days upon request.
The Buyer shall comply with all environmental regulations for the handling, recycling, and disposal of lithium-ion batteries and shall indemnify OLENERGIES for any violations.
The Buyer is prohibited from copying, reproducing, reverse-engineering or imitating any OLENERGIES product, design, or software. Any breach will result in a €50,000 minimum penalty per violation.
OLENERGIES is not liable for indirect or intangible losses (business interruption, loss of data, opportunity, goodwill, etc.). In any case, OLENERGIES’ total liability is limited to €1,500 per order.
The Buyer agrees not to hire, directly or indirectly, any OLENERGIES employee during the business relationship or for 24 months thereafter. A violation will trigger a lump-sum penalty equal to 24 months of the employee’s gross salary.
The Buyer shall not publicly or privately criticize OLENERGIES, its team, or its products. Any violation shall result in an immediate €10,000 penalty.
All technical materials, drawings, documentation, software, and data provided remain the exclusive property of OLENERGIES. Unauthorized use or distribution is strictly prohibited.
OLENERGIES reserves the right to audit any equipment or systems incorporating its products. The Buyer agrees to full cooperation.
The Buyer must maintain confidentiality of all OLENERGIES-related commercial, technical, and financial data for five (5) years after final delivery, and indefinitely for sensitive information. This applies to employees, partners, and subcontractors.
Only the French version of these GTC shall prevail in case of discrepancies with a translation.
These GTC apply by default to all future orders unless otherwise agreed in writing.
In the event of serious breach (e.g., non-payment, IP violation, misuse), OLENERGIES may cancel all orders immediately without liability or notice.
All disputes shall be governed by French law and fall under the exclusive jurisdiction of the Commercial Court of Bobigny.
Unless otherwise stated, the warranty period is limited to twelve (12) months from delivery. Repair or replacement does not extend this period.
The Buyer shall ensure all personnel are properly trained in the handling, storage, and usage of lithium-ion batteries. OLENERGIES is not liable in case of absence or inadequacy of such training.
OLENERGIES may improve or alter its products without prior notice. These changes cannot justify cancellation or compensation.
The Buyer must conduct regular checks on the condition and usage of batteries. Neglecting this obligation voids the warranty.
The Buyer agrees to provide all safety instructions and product documentation to any end-user and will be fully liable for any failure to do so.
The Buyer shall maintain, on-site and in operational condition at all times, appropriate fire suppression equipment specifically designed for lithium-ion battery risks, including but not limited to Class D extinguishers or equivalent systems.
Any false, incomplete, or misleading information provided by the Buyer releases OLENERGIES from all warranties and obligations.
Risks pass to the Buyer once the products are handed over to the carrier, regardless of the applicable Incoterms or payment terms.
Custom or technically specific orders require prior written validation by OLENERGIES. Without it, OLENERGIES assumes no liability for product suitability.
The Buyer agrees not to use, export, or resell OLENERGIES products in any embargoed or restricted territories under French, EU, or international law.
Prototypes and test units are provided "as is" for evaluation only, without warranty. The Buyer accepts full responsibility for their use.
These GTC constitute the entire agreement. No other document shall prevail. OLENERGIES’ failure to assert a right shall not be interpreted as a waiver.