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GENERAL TERMS AND CONDITIONS OF SALE AND PROVISIONS OF SERVICES – TIFLEX, 2019.01

 

 

1. FOREWORD

1.1. These general terms and conditions of sale and provisions of services (hereinafter “GTCS”) apply to all sales of standard or specific products (hereinafter “the products”) and/or equipment and, in particular, of machines (hereinafter “the equipment”), as well as to all provisions of services (hereinafter “the provisions of services”) carried out by TIFLEX with its customers in the capacity of professionals (hereinafter “the customer”).

1.2. Sales and provisions of services by TIFLEX to its customers are exclusively governed by these GTCS, completed if applicable by specific conditions agreed on in writing between the parties, to the exclusion of all other documents such as manuals, catalogues, advertising or technical documents that have no contractual value.

1.3. All requests for offers or quotations, as well as all orders of equipment, products or provisions of services by the customer implies the unconditional acceptance of these GTCS, notwithstanding any clause to the contrary. In the event of contradiction between the customer’s general terms of purchase and these GTCS, the latter shall prevail in their entirety.

 

  1. OFFERS AND QUOTATIONS

2.1. All requests made by a customer with a view to the design of a specific product, the supply of an equipment item or a provision of services shall result in the preparation by TIFLEX of an offer or a quotation, which do not constitute recommendations to the customer, who alone remains responsible for choosing the products, equipment and provisions of services.

2.2. Preparation of the aforesaid offers and quotations are subject to the availability of the products at the time when the customer’s order is received by TIFLEX. Unless otherwise specified, the validity of TIFLEX’s offers and quotations is limited to one calendar month as from their preparation.

2.3. The offers and quotations prepared by TIFLEX are not binding on the latter: only confirmation of the order by TIFLEX under article 3.1 is understood as conclusion of the contract.

2.4. As the products proposed by TIFLEX will change, the latter may modify their characteristics or components at any time or for any reason whatsoever, or withdraw a product from its sales documents or catalogues. These modifications could take place at any time, including after the customer has placed his order, should these modifications be made necessary by application of standards or regulations applicable to the products or be the result of the product manufacturer.

 

  1. ORDERS

3.1. Orders of equipment, products and provisions of services are sent by the customer to TIFLEX by any written means and, in particular, by order form or acceptance of an offer or a quotation. The contract shall only be definitively concluded by written acceptance by TIFLEX by means of an order confirmation. Any interruption or cancellation of an order by the customer following confirmation by TIFLEX shall result in invoicing in full of the price that will be due by the customer.

3.2. The characteristics of the equipment, products and provisions of services are those stated either on the offer or the quotation accepted by the customer, or on the order form accepted by TIFLEX. For special inks (non-standard), TIFLEX could deliver 10% more or less than the quantity ordered.

3.3. The minimum order is €60 before tax, excluding carriage and packaging costs. Orders for less than this amount shall be increased to include a participation in processing costs of €15 before tax.

 

  1. DELIVERY OF THE EQUIPMENT AND PRODUCTS

4.1. Delivery times are given as a guideline only and in no way engage TIFLEX to deliver at a set date. Consequently, delays or partial deliveries shall not result in compensation or in termination of the contract.  

4.2. Unless otherwise agreed, delivery of the equipment and products is TIFLEX ex works: TIFLEX fulfils its delivery obligation by making the equipment or products available to the customer on TIFLEX’s premises.

4.3. The customer shall be informed by simple notification, sent by any means, of the availability of the equipment or products by TIFLEX. At the stated delivery date, TIFLEX shall make the equipment or products, in appropriate packaging, available to the customer or the carrier appointed by the customer.

4.4. The customer shall take delivery of the equipment or products within ten days following the date of notification of their availability by TIFLEX. After this time, risks shall as of right be transferred to the customer, who shall pay TIFLEX all additional expenses, in particular relating to storage and custody.

4.5. The customer shall organise the removal and transport of the equipment and products through to their final destination, shall carry out all the necessary administrative and customs procedures, and shall assume payment of the transport services and all related costs and taxes, including customs duties and expenses.

4.6. Transfer of risks (in particular loss, theft, deterioration or destruction of the equipment or products), for which the customer is responsible, shall take place as from the start of the operations for removal of the equipment or products in TIFLEX’s factory. Their transport shall take place under the full responsibility of the customer and at his own risk. The same shall apply should, under the conditions of a specific agreement, the customer were to charge TIFLEX with organising transport. 

 

  1. CONFORMITY AND GUARANTEE OF THE EQUIPMENT AND PRODUCTS

5.1. Except in the case of a conventional guarantee expressly granted by TIFLEX, the latter shall be bound solely by legal guarantees, namely the guarantee of conformity of the equipment and products delivered and the guarantee of hidden defects. The customer remains alone responsible for use of the equipment and products sold by TIFLEX and for their compatibility with their final purpose.

5.2. On arrival of the equipment or products at their final destination, the customer shall verify them immediately and test them, in the case of equipment, and denounce to TIFLEX by any written means, within a period of eight days under penalty of forfeiture or foreclosure, any apparent defects or non-conformity to the order (in particular concerning the type and quantity of the equipment or products delivered). In the event of hidden defects, this denunciation shall be made, by any written means, within a period of fifteen days as from their discovery, under penalty of forfeiture or foreclosure. After this time, the equipment and products delivered shall be considered conform to the order, and the customer shall be unable to formulate any claims relating, as applicable, to conformity, apparent defects or hidden defects.

5.3. If the denunciation is made by the customer within the stipulated time, TIFLEX shall verify whether the claim is justified, if necessary by going to the site or by asking the customer to return the equipment or products, with advancement by him of the costs that will be reimbursed by TIFLEX should the claim be justified. 

5.4. If, after verification, TIFLEX deems that the claim is justified, it shall inform the customer of this fact and could, at its discretion, issue a credit note for the total price paid by the customer for the equipment or products returned, or replace them with conform and defect-free equipment or products, in which case transport costs shall be borne by TIFLEX.   If TIFLEX deems that the claim is not justified, it shall inform the customer of this fact, who could then either decide to keep the equipment or products at his own expense or to take against TIFLEX any legal action he considers necessary.

5.5. Use or resale of products by the customer amounts to a waiver of any claims regarding non-conformity to the order or apparent defects. Likewise, no claims on any basis whatsoever may be formulated by the customer:

    1. a) when the equipment or products have been used, processed, stored, kept or mixed in such a manner that they can no longer be returned to TIFLEX in the same state as that in which they were delivered to the customer;
    2. b) if the equipment or product defect is the result of third-party action, use that is not conform to the recommendations of TIFLEX or the manufacturer, use of so-called “compatible” inks, lack of servicing or surveillance, or failure to comply with applicable standards or proper practices.
  1. FULFILMENT OF THE PROVISIONS OF SERVICES

6.1. The provisions of services are fulfilled as per the terms and conditions laid down in TIFLEX’s offer or quotation accepted by the customer, or in the customer’s order accepted by TIFLEX. Unless the parties agree otherwise, TIFLEX could assign to a third-party all or part of the fulfilment of its provisions of services.

6.2. Claims relating to the fulfilment (in particular conformity and quality) of the provisions of services shall be formulated by the customer by any written means within a period of fifteen days as from reception of the provisions of services, or as from delivery if they relate to equipment or products, under penalty of forfeiture or foreclosure.

 

  1. LIABILITY

7.1. On no account can TIFLEX be held liable for indirect and/or intangible damage, of any kind whatsoever, that could be caused by the equipment, products or provisions of services (such as, in particular, operating losses, loss of turnover, orders, customers, etc.).

7.2. In any event, TIFLEX’s liability is limited solely to direct damage caused to the customer and ascribable only to the equipment, products or provisions of services, within the limit of the amount before tax effectively paid by the customer for the purchase of the equipment or products or for the supply of the provisions of services concerned.

7.3. The customer recognises that he has been informed of the potential risks relating to use of so-called “compatible” inks, such as printer malfunctions, low performance, poor yields, loss of time and productivity relating to problems that could be caused by use of the aforesaid inks, etc. Use of so-called “compatible” inks is the sole responsibility of the customer and in no way engages the responsibility of TIFLEX, who advises against the use of such inks and recommends ink and additive filling of TIFLEX equipment with TIFLEX consumables.

 

  1. PRICES AND TERMS OF PAYMENT

8.1. The prices of the equipment, products and provisions of services are fixed by TIFLEX, either in an annual price or in the offer or quotation sent to the customer TIFLEX reserves the right to modify its prices at any time as long as it has not accepted the customer’s order. Applicable prices are those mentioned in TIFLEX’s offer or quotation accepted by the customer, or those mentioned in TIFLEX’s prices in force at the time of acceptance of the order by TIFLEX.

8.2. Prices are effective TIFLEX ex works, including packing or packaging, while transport costs are borne by the customer. Prices are fixed before tax and shall be increased to include the taxes applicable on the day of issue of TIFLEX’s invoice.

8.3. Unless the parties agree otherwise, TIFLEX’s invoices are payable by the customer within a period of 30 days as from their date of issue. The customer shall pay TIFLEX in euros.

8.4. Late payment of more than thirty days as from the day after the invoice shall cumulatively lead to:

  1. a) the application, without need for a reminder, of late penalties of an amount corresponding to three times the legal interest rate;
  2. b) the payment as of right of a lump-sum compensation for recovery costs of an amount of €40, without prejudice to TIFLEX’s right to request additional compensation, upon justification, should the recovery costs incurred be greater than the amount of this lump-sum compensation;
  3. c) the immediate payability, as of right and without need for formal notice, of the sums due for any reason whatsoever by the customer to TIFLEX;
  4. d) the right for TIFLEX to refuse any new orders from the customer and to suspend fulfilment of any orders for equipment, product or provisions of services currently in progress;
  5. e) the right for TIFLEX, if it sees fit, to inform the customer of the rescission of the contract on expiry of a fifteen-day period as from the first presentation of a registered letter of formal notice to pay sent to the customer and remaining unheeded.

8.5. Property retention clause: the equipment and products sold by TIFLEX, even manufactured specifically for the customer, remain TIFLEX’s full and complete property through to the complete payment of their price by the customer. Failing total or partial payment of the price, TIFLEX could claim the property of the equipment or products and request their return, at the customer’s risk and expense. This property retention clause does not prevent transfer of risks to the customer under the conditions provided for in these GTCS.

 

  1. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

9.1. Unless otherwise required by law, the customer and TIFLEX shall treat as confidential all the commercial and technical information deriving from the other party and of which it has had knowledge as part of the negotiation, conclusion and fulfilment of the sales or provisions of services by TIFLEX.

9.2. The sale of equipment and products by TIFLEX, even manufactured specifically for the customer, shall not result in any transfer of intellectual property rights in the latter’s favour. Such rights shall remain the full and complete property of TIFLEX, including rights relating to studies, miscellaneous documents, preparatory work, tests and prototypes.

 

  1. APPLICABLE LAW AND LITIGATION

10.1. These GTCS are governed by French law, to the exclusion of the VIENNA Convention of April 11th 1980 for contracts concerning international sales of goods.

10.2. Clause conferring jurisdiction: all litigation relating to the conclusion, validity, interpretation, performance or termination of a contract between the customer and TIFLEX shall be referred exclusively to the commercial court of BOURG-EN-BRESSE (France), including in matters of summary proceedings or introduction of third parties.