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.