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GENERAL TERMS AND CONDITIONS OF PURCHASE TIFLEX

1) APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF PURCHASE – ENFORCEABILITY

1.1. All orders of material, merchandise, consumables and services (hereinafter referred to as “Products”) issued by TIFLEX with any professional supplier (hereinafter referred to as “Supplier”) are governed, without any exceptions or reserves, by the special terms and conditions set forth in our purchase orders and by the present general terms and conditions (hereinafter referred to as the “T&Cs” or “General Terms and Conditions”), notwithstanding any express provisions to the contrary, in writing, negotiated and signed between TIFLEX and its Supplier.

1.2. The present T&Cs prevail on the provisions of the general terms and conditions of sale of the Supplier. The supplier may ask a negotiation of some specific conditions on a case basis. Any modification of these conditions will only be valid if written and signed by both parties. Failing any such agreement between the Parties, only the T&Cs will be applicable in line with the terms and conditions set forth under the first paragraph aside for any written reserves by the Supplier received within five (5) calendar days following conclusion of the order and accepted by TIFLEX.

1.3. Acceptance by the supplier of an order issued by TIFLEX implies automatic acceptance of the present T&Cs. The Supplier hereby undertakes expressly to comply with the administrative procedures of TIFLEX as notified thereunto.

1.4. In such instance as TIFLEX should fail to claim any breach by the Supplier of any of its obligations as set forth under the present General Terms and Conditions or the special terms and conditions for an order, this may not under any circumstances be deemed as relinquishment by TIFLEX in making such a claim subsequently.

1.5. As part of its environmental policy, TIFLEX is particularly mindful about the environmental impact of its products / services throughout their life cycle. As such, the supplier or service provider must, as soon as offering its products & services, t provide any information enabling TIFLEX to evaluate the corresponding environmental impact (manufacturing place, energy consumption, generated waste quantity …). The supplier will, as far as possible, communicate the life cycle of its products or services implemented within its Organization (Materials, Manufacturing, Transport, Distribution, Use and End of Life).

2) PLACING ORDERS

The Supplier should send TIFLEX, within a maximum term of 48 hours following the date of. Before receiving such acknowledgment, TIFLEX may cancel or modify its order. issue of the purchase order, an acknowledgement of receipt of said purchase order. This acknowledgement of receipt should notably indicate the FIXED delivery date. This will constitute a fixed commitment by the Supplier. Prior to receipt of this acknowledgement, TIFLEX hereby reserves the right to relinquish or amend its order. Failing response by the Supplier within this term of 48 hours, the order will be deemed as accepted by the Supplier. In the event of performance of an order having started, this will also constitute tacit acceptance of said order by the Supplier.

3) DELIVERY TERMS AND LEAD TIMES

The lead times notified by the Supplier in its commercial offers, price lists and other media will automatically be legally binding. It is incumbent upon the Supplier to notify TIFLEX of any change and receive agreement and confirmation of the registration of said update.
Orders are issued in light of this information. They indicate the delivery lead times, which are understood as attributable to Products being delivered to the address notified on the front of purchase orders issued by TIFLEX. These lead times are fixed and constitute a fundamental condition, without which TIFLEX would not have entered into a commitment, notably in light of its “Just in Time” industrial policy. Consequently, through its acceptance of an order, the Supplier contracts an irrevocable commitment to respect said lead times.
Any late delivery should be notified in writing and in advance by the Supplier to TIFLEX. Any early delivery, if it has not been notified in advance, may be returned at the cost of the Supplier.
The Supplier is deemed to have defaulted in delivery solely when the deadline has expired without any other formality.
The obligation is not only applicable to satisfactory delivery and compliance of the Products, but also to the issue to TIFLEX of any technical, administrative or shipping document, for which provision is made in the order or in addition thereunto and in French.
The Supplier is fully liable for any late delivery, and will accept all of the harmful consequences, whether direct or indirect, material and/or immaterially, with TIFLEX hereby reserving the right (i) to cancel the order by declaring automatic and immediate termination of the order, and/or (ii) to apply late delivery interest on the Supplier equal to a total of 1.25% of the total excluding tax of the order per week (counted in working days) late and up to a limit of 5% of said value excluding tax of the order, and/or (iii) returning, if it wishes, the Products at the cost of the Supplier, without prejudice for compensation which it may be entitled to claim from the Supplier for the prejudice suffered.

4) PACKAGING

The Supplier will deliver the Products with packaging suited to the nature, shipping method and storage thereof, with a view to ensuring delivery in perfect condition. The Supplier will be liable for any breakage, missing items and/or issues resulting from packaging, marking or labelling which may be incorrect or unsuitable. Special attention should be made by the Supplier to Products sensitive to ice and frost. Each packaging unit should include, on the outside and in a clearly legible manner, all indications recommended by regulations in force for shipment, as well as indications pertaining to special storage conditions. These indications should also indicate the order number and Product description. Special precautions should be taken by the Supplier for protection of exposed and fragile parts. The products must comply with shipping legislation, and notably provisions applicable to hazardous substances. Packaging costs are paid by the Supplier.

5) DISPATCH – SHIPPING

Notwithstanding any provisions to the contrary appearing on the TIFLEX purchase order and accepted by the Supplier and/or agreed in writing between the parties (direct delivery to the TIFLEX client), the Products should be delivered to the TIFLEX premises, at the address indicated in the order, pursuant to the “Delivery Duty Paid (DDP – Incoterm CCI 2010)” incoterm, by the shipping method agreed between the parties, on the working days and times indicated on the Purchase Order (hereinafter referred to as the “Delivery”).

Products are shipped in all circumstances, whatever the place of Delivery therefore, at the risk and peril of the Supplier, with the transfer of risks taking place at the place of Delivery, AFTER all logistics operations to be made by the transporter.
TIFLEX hereby reserves the right to refuse delivery of any Product for which shipment is not accompanied by two copies of the delivery note, allowing for identification of the Supplier and an inspection of quantity, and with reference to the order number, date of order and Product references.

6) COMPLIANCE AND RESPECT OF REGULATIONS

6.1. The Supplier hereby guarantees that the Products and their accessories (packaging, labelling, etc.) delivered comply with information and instructions appearing in the following documentation:

– the technical and/or qualitative specifications of the Supplier sent in advance of the order to TIFLEX, notably appearing in the Supplier offer and/or any commercial documentation of the Supplier.
– the specifications and/or TIFLEX order specifications. No derogation or modification, of any nature whatsoever, to the specifications appearing in the Supplier documents and/or TIFLEX order will be enforceable on TIFLEX, without its prior written consent.

6.2. The Supplier hereby undertakes to deliver Products which comply with standards, legislation and regulations in force, and applicable in terms of the composition of Products (in particular standards concerning hazardous products), health and safety, environmental protection and labour law, and notably obligations concerning:

– (i) regulation no. 1907/2006 of 18 December 2006 concerning the registration, evaluation and authorisation of chemical substances (REACH),
– (ii) provisions in French law pertaining to the use of chemical substances in electrical and electronic equipment (ROHS directive dd 8th of June 2011, modified by 2017/2012 directive dd 15-th of May 2017).
– and (iii) regulation no. 1272/2008 of 16 December 2008 known as CLP (Classification, Labelling, Packaging).

6.3. In the event of default in respect by the Supplier of its commitments under the present article, TIFLEX may terminate the order automatically and immediately, and cancel all orders not yet performed, without any compensation for the Supplier and without prejudice for the entitlement for TIFLEX to claim compensation.

6.4. The Supplier hereby guarantees that all people within its company or all service providers commissioned by itself, and operating on the TIFLEX site, have the qualifications and powers required so as to perform the service in line with the rules of the trade. TIFLEX hereby reserves the right to claim presentation of documents attestation thereunto at any time.
The Supplier hereby undertakes to respect and ensure respect of the security requirements and internal regulations in force at TIFLEX, by its employees, representatives, agents or sub-contractors who may work, even in an ad hoc manner, on the TIFLEX premises. In this framework, the Supplier hereby undertakes to notify these people of their obligation (i) to attend the reception at TIFLEX to be notified of the security requirements, (ii) to sign a register for this purpose and (iii) depending on the service to be undertaken, to sign on the date of intervention or in advance thereof, a prevention plan, security protocol or fire permit for the term of intervention or for a term of one (1) year, where applicable.

6.5. In the framework of combating illegal and concealed labour, and pursuant to articles L. 8222-1 et seq and L8251-1 of the Labour Code, the Supplier will send TIFLEX, as at the date of concluding the order, all documents indicated (i) under articles D. 8222-5 et seq of the Labour Code, (ii) L. 243-15 of the Social Security Code, (iii) D. 243-15 of the Social Security Code and (iv) D. 8254-2 of the Labour Code (nominative list of foreign employees employed by the Supplier), for all orders of one or more Products of which the total amount exceed three thousand (3,000) euros.

6.6. Any shipment of a chemical sample should be the object of prior distribution of the Security Data File, which has been updated within the last 3 years, and in compliance with REACH legislation. It should be followed by a WRITTEN agreement by an authorised TIFLEX member prior to shipment.
TIFLEX, or any person commissioned by the latter, hereby reserves the right to undertake any qualitative or quantitative inspection of the Products within fifteen (15) calendar days following Delivery of said Products on its premises.

6.7 In the event of any non compliant Product, notably in terms of the quantitative and qualitative specifications of the order, TIFLEX will have a choice between the following options:

– (i) to declare termination of the order and return the Products to the Supplier at its own cost, risks and perils;
– (ii) or obtain, at the sole and exclusive cost of the Supplier, the immediate replacement of non compliant Products with identical and compliant Products at the same price as the initial order by the supplier and within five (5) calendar days following receipt of the TIFLEX order; it is hereby indicated that the cost for return of the Product will be payable by the Supplier.
– (iii) without prejudice for compensation which may be claimed by TIFLEX from the Supplier for all direct or indirect, material or immaterial financial consequences resulting from damages of any nature caused notably by non compliant Products on TIFLEX, its staff or goods, as well as third parties or goods thereof.

6.8. Any development pertaining to the Product, its origin, technical characteristics or any other aspect which may have an effect on the use of the product made thereof by TIFLEX should be notified by writing in advance by the Supplier to TIFLEX, who reserves the right to terminate the order pertaining to said Product, with no possibility for the supplier to ask any compensation.

6.9. Any Product which is regularly ordered by TIFLEX from the Supplier will commit the latter to keep this Product in is range of manufactured and/or distributed goods, after each order, for a term of at least three (3) years, determined in line with the technical complexity raised by said replacement.
In this framework, the Supplier hereby undertakes (i) to notify TIFLEX by recorded delivery letter with acknowledgement of receipt and by email, of its intention to discontinue production and/or distribution of a Product listed, within one (1) year prior to said end date of the Product, (ii) to continue to supply TIFLEX with the Product for one (1) year, and (iii) to propose an equivalent product and/or one from the same range as the discontinued Product, as a replacement.
In the event of default in respect of its obligations as appearing in the previous paragraph, the Supplier will be liable for direct damages consequences suffered by TIFLEX.

6.10. Administrative fees
In the event of any change in commercial name of the Product by the Supplier, requiring an update of TIFLEX databases, notably for chemical products, a flat-rate administration fee of fifty (50) euros will be claimed per Product concerned.

In the event of any Supplier Product becoming obsolete and therefore intended for replacement, of which TIFLEX has been notified with a period of notice of six (6) months, a flat-rate fee of fifty (50) euros should be paid by the Supplier to TIFLEX if it is supported by a proposed replacement of the Product with an equivalent product of the same range and quality.
If this is not the case, the flat-rate fee with amount to one hundred (100) euros, increased by 0.5% of turnover registered over the last three years between TIFLEX and the Supplier.
Finally, in the event of any Product becoming obsolete and not being notified to the Supplier in advance, it will pay a flat-rate fee of 200 euros increased by costs for seeking an alternative solution with a sourcing firm and TIFLEX internal reformulation costs x 5 euros per product formula concerned plus an amount correspondint to + 0.10% of turnover recorded over the last three years.
Any update of Supplier bank details in the event of a change will be invoiced at 50 euros.
In the event of any change in company name or trading name of the Supplier, a flat-rate fee of 50 euros should be paid by the Supplier to TIFLEX.

GUARANTEE – LIABILITY

7.1. The Supplier commits himself to make all recommendations pertaining to the use of delivered Products notably by sending TIFLEX all necessary documents for use and the supplier will be liable for consequences resulting from any default in its obligation of information.

7.2. The Supplier hereby guarantees and holds harmless TIFLEX against any defect or vice, apparent or hidden, of the Products sold, resulting notably from any error in design, defect in material or manufacture, making them unfit for their intended use or purpose and/or diminishing their use.

7.3. Additionally and in the event of no specific provisions agreed between TIFLEX and the Supplier, the latter issues TIFLEX with a contractual guarantee for a term of two (2) years following the Delivery of Products, by which it undertakes that the Products be exempt of all vices and meet the conditions set forth under article 6.1 herein, without prejudice for application of legal provisions in force, and notably articles 1641 & others of the Civil Code.

7.4. In the framework of this contractual guarantee, the Supplier hereby undertakes, depending on the choice made by TIFLEX, to repair or replace the defective Products and/or those with vices as soon as practically possible, and in all instances, within a maximum term of one (1) month following the request made by TIFLEX. If the Supplier is unable to provide a replacement or repair the Product within this term, it should immediately reimburse TIFLEX the purchase price of defective Products and/or those with vices, as appearing in the corresponding invoice, In addition of damages for the loss suffered by TIFLEX.

7.5. In all instances, the Supplier is held liable and hereby undertakes to compensate TIFLEX (i) for all corporal, material or immaterial, direct or indirect prejudice resulting from damages of any nature caused on people and/or goods by the defective Products and/or those with vices provided by the Supplier, as well as all costs borne by any sub-buyer of the Products as well as (ii) all costs borne by TIFLEX and notably related to withdrawal, suspension, storage, buyback costs occasioned by defective Products. Any clause likely to diminish this liability is deemed as unwritten.

8) INTELLECTUAL PROPERTY

8.1. The Supplier hereby guarantees that the Products delivered are not likely to be the object of any claim concerning industrial and/or intellectual property by any third party.
The Supplier notably guarantees and holds harmless TIFLEX against any legal action for counterfeit and against any claim and/or complaint issued by third parties over the Product(s) object of the sale concluded between TIFLEX and the Supplier.

8.2. In such instance as any legal or extrajudicial action should be taken by a third party so as to prohibit, limit or modify use, sale or marketing of the Products, the Supplier will be solely and exclusively liable for all material and/or immaterial harmful consequences which result from this action for TIFLEX, including any harm to the brand image of TIFLEX. The Supplier will compensate TIFLEX for the entire prejudice caused due to default in performance, in whole or in part, of the contract binding TIFLEX to its clients due to counterfeit Products, including compensation which TIFLEX owes to its clients for failing to respect its contractual obligations.
TIFLEX will also be entirely free to terminate any pending order over the same Products as those indicated in claims by third parties in the previous paragraph.

8.3. All documents sent by TIFLEX to the Supplier for the purposes of performance of the order, such as notably plans or special specifications, remain the sole and exclusive property of TIFLEX.
These documents may only be used by the Supplier for the purposes of the TIFLEX order and may under no circumstances whatsoever be lent, provided to third parties, reproduced or copied.
Following Delivery of Products and/or at the first request of TIFLEX, for any reason whatsoever, documents provided by TIFLEX should be returned by the Supplier thereunto. Expenses made by Tiflex for Lawyers costs and fees will be paid by the Supplier.

9) TRANSFER OF OWNERSHIP

In the absence of any special provisions agreed between TIFLEX and the Supplier, the transfer of ownership of Products will take place on the date of Delivery of the Products on the TIFLEX premises.
Any reservation of ownership clause will only be enforceable on TIFLEX in the event of prior, express and written acceptance thereof.

10) CONFIDENTIALITY & NON COMPETITION

10.1. “Confidential Information” will include all information sent to the Supplier byTIFLEX, notably technical, industrial, commercial or financial information, whatever  the format or medium of communication, including notably without however being limited to specifications, formulae, design, prototypes and plans pertaining to TIFLEX orders. The Supplier should notably take all measures so as Confidential Information not be sent, nor disclosed to third parties, either by itself, or its employees, suppliers or subcontractors who may be aware of the TIFLEX order. Confidential Information sent to
the Supplier by TIFLEX may only be used in the framework of the TIFLEX order. This obligation of confidentiality will continue to run at the end of the order, whatever the reason, for a term of five (5) years. Immediately following the end of performance of the order, the Supplier hereby undertakes to return to TIFLEX, immediately and at first request, all documents whether or not containing Confidential Information, pertaining thereunto, without being entitled to retain a copy, without the prior express consent of TIFLEX. Any default in this obligation of confidentiality may lead to enforcement of the provisions set forth under article 13 of the General Terms and Conditions, as well as payment by the Supplier to TIFLEX automatically and as a criminal clause, of compensation corresponding at least to an amount of fifty (50)% of the order total pertaining to the breached Confidential Information, with a minimum of five hundred (500) euros.

10.2. As a fundamental condition, the Supplier hereby expressly refrains from any direct or indirect intervention, towards the client of TIFLEX concerned by order of the  Product(s), notwithstanding any prior written request to the contrary from TIFLEX. Any breach of the present obligation will lead to application of a penalty equal to fifty (50)% of the order total received and performed by the Supplier.

11) PRICES

11.1. The prices of Products are fixed, definitive and non adjustable. They are understood as inclusive of all tax and “delivered duty paid” pursuant to the incoterm DDP (Delivered Duty Paid – incoterm CCI 2010), at the place of Delivery of the Products agreed pursuant to article 3, and notably including the costs of packaging as well as any other cost, risk or amount pertaining to performance of the order. Any additional cost, of any nature whatsoever, should be the object of prior written consent of TIFLEX
specially indicated in the purchase order. Orders do not lead to any automatic payment of advance amounts (deposits or down payments), aside for any express stipulation in the order. If no price is indicated in the order, the Supplier will invoice at the lowest price practiced on the market, at identical conditions on the date of order.

11.2. Where TIFLEX and the Supplier sign an annual convention pursuant to article L441-7 of the Commercial Code, the price of Products is calculated between the date of  signature of the annual convention for year N until calculation of a new price between the parties appearing in the agreement for year N+1, taking place at the latest on 1 March of year N+1, and this without any possible increases of said price during the year without the prior written consent of TIFLEX. In all other instances, any change in the price of a Supplier Product should be notified to TIFLEX at least two (2) months prior to the planned date of application by the Supplier. Failing this, the change in price and/or payment terms will only be applicable on TIFLEX after a period of two (2) months following awareness thereof.

11.3. The Supplier hereby undertakes to send TIFLEX, at least once (1) per year, and at any opportune moment, any difficulties (financial or otherwise) which prevent it from supplying TIFLEX with one or more Products regularly ordered by TIFLEX, and/or which may lead to any termination of commercial relations between the Supplier and TIFLEX. The article 1195 of the Civil Code is excluded. .TIFLEX and the Supplier will make their own about any changes which may occur during the order.

12) PAYMENT – INVOICES

12.1. Payment of the Supplier by TIFLEX within thirty (30) days end of month on the 15th day of the month following the date of receipt of the invoice by TIFLEX, under the  express condition that the Supplier has fulfilled all of its contractual obligations. This term will be broken down as follows: the thirty (30) days will be counted from the 15th day of the month of issue of the invoice.

12.2.. The Supplier will send its invoice in three copies to the registered office of TIFLEX at the soonest from Delivery of the Products. The Supplier will send an invoice in three copies to the registered office of TIFLEX at the soonest from the time of Delivery of the Products. Each invoice should relate to a single delivery. Invoices must include references of the TIFLEX order, correspond in all points to its stipulations and include the number of the Delivery Note.

12.3. Any invoice which does not indicate the customs position and indication of origin of the Products per individual Product and invoice entry, pursuant to European law and notably regulation no. 952/2013 (or applicable), will lead to suspension of the payment by TIFLEX until the issue of an invoice which complies with the present paragraph. The Supplier hereby guarantees the completeness of information pertaining to the customs position and origin of Products. In this framework, the Supplier hereby undertakes to reimburse TIFLEX for any financial penalty, of any nature whatsoever, due by TIFLEX to any French or foreign customs authority, resulting from default by the Supplier in its obligations under the present article 12.3.

12.4. In the event of partial refusal of the Products delivered pursuant to article 6, invoices are only paid following receipt of a credit note for the value of the Delivery refused.

12.5. TIFLEX hereby expressly reserves the right to offset amounts for which it is liable towards the Supplier with those remaining due by the Supplier to TIFLEX, for any reason whatsoever.

13) TERMINATION CLAUSE

In the event of default by the Supplier in any of its contractual obligations for any Product order, the corresponding sale may be automatically terminated by TIFLEX by simple notice, eight (8) days following notice by fax or recorded delivery letter with acknowledgement of receipt, remaining without remedy in whole or in part for this period, and subject to all compensation which TIFLEX may claim.
However, at the time of defaulting performance by the Supplier due to any late delivery, the term of eight days as stipulated hereinabove may be reduced to 24 hours following issue of the fax or letter.

14) JURISDICTIONAL COMPETENCE – APPLICABLE LAW

Product orders issued by TIFLEX to the Supplier are solely and exclusively governed by French law, with the exclusion of the Vienna convention for the international sale of goods. All claims pertaining to TIFLEX orders with the Supplier will fall within the sole and exclusive jurisdictional competence of the Bourg en Bresse (01) commercial Court.