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GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE PROVISION

The present general terms and conditions of sale and service provision (hereinafter referred to as the “General Terms and Conditions”) shall be applicable to all sales of standard and specific products (hereinafter referred to as the “Products”) as well as the provision of all services (hereinafter referred to as the “Provision of Services”) undertaken and provided by TIFLEX (hereinafter referred to as the “Seller” or ” “TIFLEX”) to its clients having the capacity of  professionals (hereinafter referred to as “Client(s)” or the “Buyer”).

Sales and the provision of services by TIFLEX to Clients are solely and exclusively governed by the present General Terms and Conditions, and may be completed by special terms and conditions drafted and agreed between the Parties, with the exclusion of any other document such as notices, prospectuses, catalogues or other documentation issued by TIFLEX, which is only issued for information purposes and shall only have an indicative value.

Any sale of Products and/or the supply of Services by TIFLEX to the Client, as well as any purchase order issued by the Client and accepted by TIFLEX shall imply unreserved acceptance of the present General Terms and Conditions by the Client, notwithstanding any other clauses to the contrary, handwritten or otherwise, indicated on orders, letters or other documents issued by Clients.

The present General Terms and Conditions constitute the sole foundation on which commercial negotiations are undertaken between the Parties, pursuant to article L. 441-6 of the Commercial Code. Consequently, in the event of any contradiction between the present General Terms and Conditions and the General Terms and Conditions of Purchase of the Client, the Parties hereby agree that the present General terms and conditions shall prevail in full.

  1. ORDERS:

2.1. The characteristics of Products and/or Services are those which appear in the purchase order as accepted by both parties and/or the estimate.

The offers made by the Seller are undertaken subject to the availability of Products at the time when an offer is received.

Any request made by a Client with a view to the design of a specific Product by TIFLEX and not appearing in the usual offer of the Seller, and/or any Service issued by TIFLEX shall lead to the establishment of a specific offer.

The details of Services undertaken by TIFLEX appear in the estimate and/or offer sent by TIFLEX to the Client.

2.2. The orders for Products and/or Services are issued in writing (fax, letter, email, etc.) and more widely by any means, by the Client. Sale is only complete and/or the contract definitive (hereinafter referred to as the “Contract”) following written confirmation by TIFLEX with acknowledgement of receipt.

Any order placed by the Client of which the specifications and characteristics differ from the offer issued by TIFLEX shall only be considered as accepted by way of written confirmation from TIFLEX.

2.3 Failing any specific indication on the offer, the validity of TIFLEX offers and estimates is limited to one calendar month.

TIFLEX offers and estimates do not constitute recommendations by TIFLEX to the Buyer who shall remain solely and exclusively liable for the choice of Products.

2.4. Products sold by the Seller are led to change, and the latter may at any time amend their characteristics or components for any reason whatsoever or remove a Product from its catalogues and/or commercial documents. These amendments may be made at any time, including following the order by the Buyer if these amendments result from the application of any standards, legislation or regulations whatsoever, applicable to the Products. 

2.5. The minimum order is one hundred fifty (€150) Euros excluding tax, shipping and packaging. Any order below this minimum amount shall be increased by way of a participation in processing fees of sixty (€60) Euros excluding tax.

2.6. For special (non standard) inks, TIFLEX hereby reserves the right to deliver ten (10)% above or below the quantity ordered.

  1. ORDER CANCELLATION OR SUSPENSION:

Any suspension or cancellation, at the express request of the Client, of an order for standard Products or specific Products and/or the supply of Services by TIFLEX, shall lead to an invoice being issued for the full price of the order and/or Service pertaining thereunto.

  1. DELIVERY – NON COMPLIANCE – RETURNS:

4.1 Notwithstanding any provisions to the contrary agreed between TIFLEX and the Client, TIFLEX shall fulfil its obligation of delivery at the time of provision of the Products to the Client on the premises of TIFLEX (hereinafter referred to as the “Delivery“), pursuant to the Ex-Works incoterm (CCI 2010). The Client shall be notified by simple service of notice by any means to the Client.

The Client should take possession of the Products, by any means (transportation, collection), within ten (10) days following the date of notice of provision by TIFLEX. Beyond this period all additional fees, notably for storage and custody, incurred by TIFLEX shall be payable by the Client, and invoiced by TIFLEX. 

The Client hereby acknowledges that the shipping agent shall accept liability for shipment of the Products. The Client consequently has no means of redress against TIFLEX, in the event of incorrect delivery of the Products and/or damages to the Products during shipping.

Failing express appointment of a shipping agent by TIFLEX, the Client shall appoint any shipping agent of its choice.

4.2. Products sold by TIFLEX to the Client shall travel at the risk and perils of the Client, ex-works from TIFLEX.

Deadlines for departure from the TIFLEX plant are only given by way of a guide and may under no circumstances constitute a commitment to dispatch Products on a given date.

Notwithstanding any stipulations to the contrary accepted in writing by TIFLEX, any delay or partial delivery may not lead to payment of compensation and/or termination of the Contract.

4.3. The Client should examine all Products upon taking possession thereof. 

It is incumbent upon the Client, in the event of any delay, shortcoming or issue arising during transportation, to notify reserves on the delivery note and to confirm these in writing to the shipping agent within three days, by recorded delivery letter with acknowledgement of receipt, with a copy being issue to TIFLEX (article L. 133-3 of the Commercial Code). Any contradictory reserves, in style or meaning such as indications “subject to unpackaging” or “subject to inspection” are not valid.  

4.4. All other Client claims, concerning apparent defects or concerning the non compliance of Products ordered compared to the order (notably quantity or incorrect references), in order to be valid, should be made in writing to TIFLEX within eight (8) days following receipt of the Products by the Client. Beyond this period, Products delivered shall be deemed as compliant with the order and no claim concerning apparent vices or the compliance of Products delivered may be considered by TIFLEX. It is incumbent upon the Client to provide any justification as to the reality of defects or non compliance observed.  The Client shall allow TIFLEX to observe non compliance and provide a remedy. The Client shall refrain from taking any action itself or calling on any third party for this purpose.

In the event of delivery of Products which are acknowledged by TIFLEX, following verification, as non compliant with the order and/or contractual specifications, TIFLEX hereby undertakes to deliver the missing Products and/or to provide a replacement, in the same quantities, of the Product acknowledged as non compliant to the order, or to undertake work to ensure the Product complies with order specifications, with the exclusion of compensation or reimbursement or termination of the order concerned. 

Returns may only be undertaken with the prior written consent of TIFLEX. Any return without consent shall not lead to replacement or compliance of the Product. The Client should comply with instructions issued by TIFLEX for Product returns.

Risks during return are accepted by the Client.

4.5. Use or resale by the Client of Products considered as non compliant with an order by the Buyer shall constitute relinquishment of making a claim and relinquish TIFLEX from liability and/or warranty.

4.6. Any claim made by the Client in line with the terms and conditions set forth under the present article shall not lead to suspension of payment for Products by the Client.

4.7 Receipt of the Services shall be undertaken in line with the terms and conditions set forth in the TIFLEX offer and/or Client order duly accepted by TIFLEX.

Notwithstanding any provisions to the contrary as agreed between the Parties, TIFLEX may confer to a third party the performance of its Services.

  1. WARRANTY – LIABILITY:

5.1. Products and Services benefit from the warranties appearing in the purchase order as accepted by both parties and/or in the estimate communicated by TIFLEX to the Client and/or which are applied by the Product manufacturer.

In all instances, the liability of TIFLEX is strictly limited, at the choice of the Buyer, to repair or replacement of the Product(s) acknowledges as non compliant or defective by TIFLEX following technical inspection or following written acceptance by TIFLEX.

All Product defects which originate or result from the following are excluded from all warranties and guarantees provided by TIFLEX:

     –    from a lack of maintenance, supervision or more widely from any handling which does not comply with the written instructions of the Seller and outlined in technical notices and/or product specifications, or default in respect of standards applicable or the rules of the trade;

     –    from any factor not related to the Product (improper electrical installation, installation or storage in an inadequate environment such as an unusual level of dust, etc.) or any modification or intervention by the Buyer or third party, without the prior written consent of the Seller;

–    from normal wear and tear of the Products
–    more widely from damage or accidents attributable in whole or in part to the Buyer or a  third party;
 –    instructions issued by the Buyer to the Seller;
–    from any case of force majeure, as defined by legal provisions and interpreted by French case law.

 5.2. TIFLEX is under no circumstances whatsoever liable for any indirect and/or immaterial damages whatsoever which may be caused by Products and/or Services, such as notably operating losses, lost profits, orders, or clients, etc.  

5.3. In all instances, the liability of TIFLEX is limited solely to direct damages occasioned on the Client and attributable exclusively to the Products and/or Services and to the amount excluding VAT actually paid by the Client for purchase of the Products and/or the supply of Services concerned.

5.4. The Buyer remains solely and exclusively liable for use of the Products supplied by the Seller and their suitability for the intended use.

The Buyer should ensure that its premises and storage conditions are suitable for the due and proper storage of Products and presents all security guarantees imposed by legislation and/or regulations in force. No guarantee is provided in this regard by the Seller.

  1. PRICE AND PAYMENT TERMS:

6.1. The price of the Products and Services is fixed by TIFLEX either in its annual price list, or in the offer or estimate issued to the Client by TIFLEX. The term of validity of offers and estimates is that stipulated under article 2.3 hereinabove.

TIFLEX hereby reserves the right to amend its prices at any time.

6.2. Prices applicable are those indicated in the TIFLEX offer or estimate accepted without reserve by the Client, or those appearing in the prices published by TIFLEX and in force as at the date of acknowledgement of receipt of the order by TIFLEX.

6.3. Our prices are understood as exclusive of tax, “Ex Works”, with all shipping fees being payable by the Client (including loading, transportation, unloading, customs clearance and insurance costs), as well as specific packaging fees and any taxes, duties, VAT or other amount to be paid pursuant to French or foreign legislation or regulations. Packaging charges are 1% of the amount of goods.

6.4. Notwithstanding any agreement to the contrary between TIFLEX and the Client, invoices are payable by the Client, within thirty (30) calendar days following the invoice issue date.

The terms and conditions in line with which TIFLEX may grant a discount for early payment are indicated on the TIFLEX invoice.

6.5. In the event of any delay in making payment to the Client and in light of the provisions set forth under article L. 441-6 of the Commercial Code, the Client shall be ipso jure liable for payment of a late payment penalty, calculated over amounts due, by the application of four (4) times the legal interest rate in force at the time of issue of the invoice and increased by five (5) percentage points; and a fixed-rate compensation for recovery fees of which the total amount is fixed by decree.

6.6. Whatever the payment method initially agreed between the parties, default in acceptance of any bill of exchange and/or the default in respect of any payment term, and/or the transfer in whole or in part of any activity shall ipso jure lead to all amounts remaining due falling immediately payable for other orders or for any other service whatsoever.

In all of the aforementioned instances, TIFLEX hereby reserves the right to withhold Products sold and not yet delivered and/or to suspend performance of Services in progress, and to ipso jure terminate all pending Contracts without prior notice, or to request advance payment in full for the dispatch of any Products or the continuation of any Services, without prejudice for all other means of redress. The Seller finally reserves the right to refuse any order placed by the Buyer in the event of any change in the legal situation of the Buyer, in particular its financial situation.

Any invoice for which payment is recovered by a debt recovery firm shall lead to application of a fixed rate compensation of fifteen (15)% of the total amount to be paid appearing on said invoice. The Client should also reimburse all legal fees occasioned by the legal recovery of amounts due, and notably fees for ministerial officers and lawyers.

Our drafts or acceptances shall not derogate payment which should be made to the registered office of TIFLEX.

  1. RESERVATION OF OWNERSHIP CLAUSE:

TIFLEX hereby reserves the entire ownership of Products, object of deliveries until effective receipt of the entire price in principal and ancillary amounts, pursuant to articles 2367 et seq of the Civil Code.

Any default by the Client in respecting payment terms or any portion of the price may lead to implementation of the reservation of ownership clause, without it being necessary to serve notice.

Products shall be immediately returned to Tiflex, at the cost of the Client.

Deposits paid shall be retained by TIFLEX by way of compensation.

The Client is strictly prohibited from using any Products for which the price has not been paid in full, as well as reselling or transforming same Products. 

Aside for incurring its own liability, the Client hereby undertakes to immediately notify Tiflex of any garnishment of the Products or any incident which prevents it from using the Products in full (theft, damage, intervention by a third party, etc.).

These provisions shall not impede the transfer of risks of loss and damage of sold Products, as well as any damages they may incur.

  1. INTELLECTUAL PROPERTY:

8.1. Notwithstanding any provisions to the contrary agreed between the Parties:

     –    TIFLEX shall retain all intellectual property rights pertaining to its projects, studies and documents of all kinds which may be issued to Clients. These documents should be retuned, by the Client, at the first request of TIFLEX.

     –    Designs and models, technology, whether or not patented, expertise and all intellectual property rights pertaining to Products, shall remain the full and entire property of TIFLEX or the proprietors of these rights.

     –    The Buyer is only granted a personal, non exclusive and non transferrable right of use of these intellectual property rights, limited to use of Products internally within the Client, for France and within the limits of the contractual provisions. 

8.2. TIFLEX only guarantees the compliance of specific Products and Services as complying with the technical specifications included within its offer and/or the order placed by the Client and accepted without reserves by TIFLEX.

TIFLEX may not be held liable for the suitability of works, notably pictures, designs and/or engravings which are conferred thereunto for performance of a specific Product with the final use made by the Client.

All design works for specific Products undertaken by TIFLEX, on the basis of models or documents provided by the Buyer, shall only be undertaken under the liability of the Client who expressly guarantees that it is the proprietor or that it holds all intellectual property rights pertaining thereunto and guarantees and holds harmless TIFLEX from any redress or legal action for counterfeit as may be initiated by any third party thereagainst. This is additionally the case for any text or indications which the Clients request be affixed on said works by TIFLEX.

In the event of production mould(s) and/or specific tool(s) on the basis of documents, designs and models provided by the Client, with a view to development of a specific Product, the Client shall confer to TIFLEX a right of use of the intellectual property rights pertaining thereunto, for the purpose of production of said moulds and/or said specific tools.

Notwithstanding any provisions to the contrary as agreed between the parties, moulds and/or specific tools shall remain the sole and exclusive property of TIFLEX, whether or not they are stored on TIFLEX premises, or those of the Client, and are not included within the order price. Within a term of three (3) months following delivery of the Products pertaining thereunto and/or the end of the Services, and failing any written request by the Client to purchase the moulds and/or specific tools within said term, accepted in writing by TIFLEX, pursuant to the financial terms and conditions agreed between the Parties, TIFLEX hereby reserves the right to destroy said moulds and/or specific tools.

  1. CONFIDENTIALITY:

9.1. The Client hereby undertakes to protect the secret and confidential nature of information belonging to and/or received by TIFLEX (hereinafter referred to as “Confidential Information”) in the framework of the Contract or prior to conclusion thereof, and to take all necessary provisions so as this not be disclosed to any third parties. The Client hereby undertakes to only disclose Confidential Information to those permanent members of staff directly concerned by these presents, and under its own liability.

9.2. It is hereby understood between the Parties that in the event of termination of the Contract for any reason whatsoever and/or at the first request of TIFLEX, the Client hereby undertakes to destroy or return all Confidential information send thereunto by TIFLEX.

9.3. The commitments taken under the present Article shall remain in force for a term of ten (10) years following the date of signature hereof, notwithstanding any express provisions to the contrary for which provision is made by the Parties.

  1. APPLICABLE LAW – JURISDICTIONAL COMPETENCE:

The present General Terms and Conditions are governed by French law.

In the event of any dispute pertaining to the drafting, performance and/or interpretation of the present General Terms and Conditions, Bourg en Bresse Commercial Court (AIN) shall hold sole and exclusive jurisdiction even in the event of multiple defendants or calls for joinder to proceedings, and notwithstanding any rule of conflicting legislations or jurisdictions which may be applicable.