1 – APPLICATION
These general terms and conditions of sale (hereinafter referred to as the “GTC”) apply to all orders placed with TIASO (hereinafter referred to as the “Seller”) by a professional purchaser (hereinafter referred to as the “Customer”), for any product sold by the Seller, including, but not limited to, aluminum joinery and parts thereof (hereinafter referred to as the “Products”).
These Products may be modified or withdrawn at the sole discretion of the Vendor.
The GTC constitute the basis for commercial negotiation.
If the Customer wishes to negotiate these GTC, it must inform the Seller of the clauses it wishes to modify.
The mere communication of general terms and conditions of purchase shall not constitute a request for modification and shall not be taken into account.
Unless otherwise agreed in writing, the placing of an order implies the Customer’s full and unreserved acceptance of these general terms and conditions of sale, to the exclusion of all other documents such as plans, prospectuses, catalogs, issued by the Vendor, which are for information purposes only.
TIASO reserves the right to modify its general terms and conditions; the general terms and conditions applicable are those in force on the date of the Order.
2 – CONTRACTUAL DOCUMENTS
TIASO’s obligations are determined by these general terms and conditions, as well as by the content of the Order.
Special terms and conditions may result from an express agreement between the two parties.
In this case, proof of the content of the special conditions can only be provided by a written document signed by a duly authorized representative of the parties.
Under no circumstances shall silence on the part of the Vendor constitute acceptance of an amendment proposed by the Customer.
In the event of contradiction, any special terms and conditions shall take precedence over these general terms and conditions.
3 – ORDERS
The packaging and quantities indicated by the Seller in its documentation cannot be modified at the Customer’s initiative, who may not consequently order a quantity lower than that indicated.
All orders for Products by the Customer (hereinafter an “Order”) must be placed in writing and include a precise description of the Products ordered or its reference with a quantity and the associated finish.
The minimum order value is twenty euros (€20) net of tax.
Orders of less than twenty euros will be subject to a handling fee of fifteen euros (€15).
The Vendor also reserves the right to refuse any order of less than twenty euros.
The contract is concluded as soon as the Vendor accepts the order, evidenced by the dispatch of an acknowledgement of receipt of order (A.R.C.).
It is the Customer’s responsibility to verify the conformity of the ARC with the order form.
All Orders become final four (4) hours after receipt of the A.R.C. (if the order references are held in stock). Beyond this time, no Order may be cancelled, except with the Vendor’s written agreement.
In all other cases, all orders are deemed firm upon dispatch of the ARC.
4 – PRICE – PAYMENT
4.1. Price
The price of the Products is communicated by the Vendor prior to any Order, where applicable according to a quotation accepted by the Customer. The validity of quotations is limited to 30 days and is subject to the price list in force at the time the order is registered.
Prices do not include delivery charges, subject to the provisions of article 7, and depend on the packaging, the incoterm used and the organization of transport.
Unless otherwise indicated, prices are stipulated and payable in euros (€).
Payment is understood to be “NET” and without any possible deduction. All bank charges, taxes, duties or other services payable in application of French and EU regulations, or those of an importing or transit country, will be borne by the Customer.
4.2. Payment of the price
The terms of payment are determined when an account is opened with the Vendor, and may be revised unilaterally by the Vendor before each Order.
They are communicated to the Customer prior to the Order, and indicated on the Order acknowledgement.
They may not be modified without the Vendor’s written agreement.
In the absence of any specific mention of payment terms, payment shall be made in cash.
5 – DEFAULT BY THE CUSTOMER IN PAYMENT OF THE PRICE
The Customer is in default whenever it fails to perform, or performs poorly, or performs late, any of the obligations incumbent upon it under the GTCS or any of the contracts entered into in execution of the GTCS, in particular in the event of failure to pay within the time limits stipulated in article 4 hereof.
In addition, failure to pay an invoice by the due date will automatically give rise, without prior notice or formal notice:
(I) to late payment interest equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) points, calculated on the amount outstanding, including VAT.
Interest will begin to accrue the day after the payment date shown on the invoice and will continue to accrue until full payment of all sums due.
Any month commenced shall be payable in full.
(II) A flat-rate indemnity of 40 euros to cover collection costs, without prejudice to the Seller’s right to request additional compensation, on justification, if the collection costs exceed 40 euros,
(III) The right to suspend Orders in progress ;
(IV) The right to cancel any Order in progress and/or to terminate the sale after formal notice has been given by registered letter with acknowledgement of receipt which has remained unsuccessful after fifteen (15) days;
(V) The immediate payment of all sums due by the Customer, whatever the method of payment.
(VI)A change in the payment terms applicable to future Orders, which must be paid in cash.
The customer may not withhold or offset payments, even in the event of a claim.
The provisions of the present article do not prevent the Vendor from bringing an action before the competent courts to obtain the award of damages for loss suffered as a result of the Customer’s default.
6 – DELIVERY
The Seller is authorized to make deliveries in whole or in part.
Delivery times are “ex warehouse”.
The Vendor may indicate delivery times.
:
- Monday to Friday, excluding public holidays.
- Are purely indicative, unless otherwise stated in writing, and do not bind the Seller.
Exceeding any delivery dates communicated may not give rise to compensation, penalties or cancellation of orders in progress, unless expressly agreed otherwise by the Vendor.
Any delivery dates indicated are purely indicative, unless otherwise stated in writing, and are not binding on the Vendor.
In the event of postponement or cancellation of the shipping date by the Customer, such postponement or cancellation must be expressly accepted by the Vendor, and must be announced by the Customer no later than seventy-two hours (72h) before the initially scheduled departure date.
After this deadline, the Customer will be liable for a handling fee of three hundred euros (€300), in addition to any damages that the Vendor may be entitled to claim as a result of the costs incurred by an unforeseen
storage.
7 – TRANSPORT – RECEPTION – RETURN
7.1. Cost of transport
Deliveries, with the exception of express deliveries, in mainland France of Products for which the total amount reaches €3300 net excluding taxes are deemed to be carriage paid, subject to the specific provisions stipulated in this article.
In all other cases, a contribution to delivery costs will be invoiced with the mention carriage costs.
7.2. Shipping
Deliveries by the Vendor are made between 8am and midday and between 2pm and 6pm, on the indicative date previously communicated by the Vendor.
Deliveries are made on working days (excluding public holidays), with no notion of a fixed timetable imposed by the customer.
In the event of the customer’s absence, or for any other reason making it impossible for the customer to deliver, the second presentation of the Order will be invoiced to the customer on the basis of costs actually incurred by the Vendor.
7.3. Reservations – acceptance
Upon receipt, the customer is obliged to formulate any justified reservations on the copy of the receipt presented at the time of delivery and taken back by the carrier.
To be valid and admissible, these reservations must be formulated at the very moment of delivery of the Products, relate to the actual observation and not to the mere possibility of damage or missing goods, be duly specified as to their purpose and be confirmed by registered letter within three working days of the date of delivery (article L 133-3 of the French Commercial Code).
In any event, the Customer must make any complaints regarding the conformity of the Products no later than forty-eight hours (48h) from delivery.
Any complaint must be sent by registered letter and/or e-mail with acknowledgement of receipt to the Vendor.
7.4. Take back
No Product delivered will be taken back, unless expressly agreed in writing by the Vendor.
The Vendor’s refusal or acceptance of a return is at its sole discretion.
In any event, no returns will be accepted for Products which are no longer marketed by the Vendor.
Should the Vendor accept the return of Products, for whatever reason, this may only concern Products in perfect condition, excluding in particular any assembled or cut Products, and in their original packaging which may be returned to stock.
The packing list and details of contents must be provided and returned by the Customer to the Vendor.
Value of the return: this will be based on the price of the goods shown on the initial invoice, less a 20% reduction for handling items returned in good condition (in line with the original condition) and packaged.
Return postage is at the customer’s expense.
8 – PLANS
The Vendor may make plans available to the Customer in order to assist him in costing the Products required for his project.
The parties expressly acknowledge that these plans, drawn up on the basis of information provided by the Customer, are purely indicative and shall not incur the liability of the Vendor.
In any event, as the Vendor is not responsible for the design of the Customer’s project, the parties expressly acknowledge :
- That these plans are in no way to be considered as execution, layout or design plans,
- That the Vendor cannot be considered as the designer of the Customer’s work,
- Consequently, the Vendor cannot guarantee either the design of the work for which the Customer purchases the Products, or the suitability of the Products for the planned layouts.
9 – WARRANTY – LIABILITY
9.1. Warranty
The Vendor guarantees that the Products comply with current regulations and with the specifications of the technical catalogs it publishes.
The warranty, which lasts for 2 years for accessories and hardware, is limited to the replacement of the non-conforming Product, or its reimbursement, at the Vendor’s discretion, to the exclusion of all damages and interest.
The Vendor shall not be liable for any additional compensation.
Fillings are not guaranteed.
The warranty is excluded in the event of :
- Use by the Customer which does not comply with good engineering practice, normal precautions or those contained in technical catalogs or otherwise communicated by the Vendor.
In particular, the Customer expressly acknowledges that he has been informed that the Products must be stored in a dry room, without contact with rain or humidity, at a stable temperature of at least 12°C, and that the removal or over-lacquering of the Products is an obstacle to the implementation of the warranty; - Faulty maintenance of the Products;
- Transformation or modification of the Products by the Customer or a third party;
- Deterioration due to natural wear, storage or transport conditions.
9.2. Limitation of liability
It is the Customer’s responsibility, in his capacity as a specialized professional in the building and fittings industry, and as the sole designer of the structures into which he intends to integrate the Products, to ensure that the Products are suitable for the use for which he intends to use them.
In particular, as stipulated in article 8 above, any plans provided by the Vendor cannot be considered as execution plans and do not incur the Vendor’s liability.
In addition, no penalty which may be contained in the general conditions of purchase or in any other document issued by the Customer may be applied, unless expressly accepted by the Vendor.
10 – INTELLECTUAL PROPERTY
All intellectual property rights of the Seller, such as trademarks, patents, inventions, documents, drafts, information, and specific know-how, technical or otherwise, remain its full and exclusive property.
11 – COMPETENT JURISDICTION
In the event of any dispute relating to the GTCS or to contracts entered into in accordance with the GTCS, in particular with regard to their conclusion, performance or termination, the Lyon Commercial Court shall have sole jurisdiction, even in the event of multiple defendants or third-party claims.
12 – APPLICABLE LAW
The GTCS and the contracts concluded between the Customer and the Vendor in accordance with these GTCS are subject to French law.
13 – FORCE MAJEURE – REVISION
The Seller may not be held liable for any delay or failure to meet any of its contractual obligations resulting from the occurrence of events likely to have the characteristics of force majeure (such as, but not limited to, fire, flood, war, accident, riot, pandemic, strike, shortage of raw materials, materials or transport, etc.).
If a change in circumstances unforeseeable at the time of the Order makes it excessively onerous for the Seller to perform its obligations, the parties will apply the provisions of article 1195 of the French Civil Code.
14 – PROCESSING OF PERSONAL DATA
The Vendor may collect and use customers’ personal data (first name, surname, billing address, e-mail address, job title, telephone number) for the following purposes (i) honor orders placed, communicate with Customers regarding Orders, invoice and collect payments, (ii) to carry out statistical studies, e-mailings, customer communications, etc., and (iii) to meet any legal obligations, and in particular in the context of judicial or administrative injunctions.
Access to personal data is limited to the Seller’s authorized teams in the context of the performance of their mission.
The Seller retains personal data only for the time necessary for the operations for which they were collected, and in strict compliance with the regulations in force including in particular the European Regulation on the protection of Personal Data, as well as the amended law n°78-17 of January 6, 1978 relating to Data Processing, Files and Individual Liberties. It has taken the necessary and appropriate physical, electronic and organizational protective measures to preserve the security, integrity and confidentiality of the data.
In accordance with applicable regulations, any person may exercise his or her right to access, unsubscribe, portability, limitation of processing, opposition, rectification or deletion of personal data concerning him or her by contacting the Seller by e-mail at contact[@]tiaso.com.k