General terms and conditions of sale | TDI

This version of the Terms and Conditions has been automatically translated.

TDI
A simplified joint stock company with share capital of 1,000.000.00 euros,
whose registered office is located at 21 Rue Jean Moulin, 80580 PONT REMY - FRANCE
RCS number: 379 850 605,
SIRET number: 37985060500021,
Intracommunity VAT number: FR95 379850605

These conditions are intended exclusively for professionals

ARTICLE 1. PURPOSE

TDI specialises in the distribution of industrial fasteners (hereinafter referred to as the "Products"). TDI has developed an online ordering platform for its professional customers, accessible via its website at URL tdi-en.42stores.com (hereinafter referred to as the "Website"). The purpose of these General Terms and Conditions of Sale (hereinafter referred to as "GTCS") is to define the rights and obligations of TDI and its customers (hereinafter referred to as the "Customer"), in the context of orders for Products placed by the latter on the Internet Site.

These GCS apply exclusively to professional Customers. Only a Customer who meets the following cumulative conditions will be considered a "professional" within the meaning of these GTC:
- to be registered with the Registre du Commerce et des Sociétés (or any equivalent register if the Customer is located outside French territory);
- to order the Products sold on the Internet Site for the purposes of his professional activity.
The Customer may order the Products offered for sale on the Web Site only for purchases sent to mainland France and Belgium.

By ordering Products on the Web Site, the Customer expressly and unreservedly accepts these GCS.

The Customer acknowledges that he/she has been fully informed of the fact that his/her agreement to the content of these GTS does not require a handwritten signature, insofar as he/she orders the products presented herein online. In accordance with the law of 13 March 2000 on electronic signatures, any online order form signed by the Customer by "double-clicking" constitutes irrevocable acceptance. The "double click" combined with the authentication, non-repudiation and message integrity protection procedure constitutes an electronic signature. This electronic signature has the same value as a handwritten signature between the parties.

Computerised registers, kept in TDI's computer systems under reasonable security conditions, will be considered as proof of communications and orders between the parties. Order forms, order acknowledgements and invoices will be archived on a reliable and durable medium that can be legally produced as proof.

The Customer has the option of saving or editing these GTC, it being specified that both saving and editing of this document are the sole responsibility of the Customer. TDI is free to modify its GCS at any time, the version applicable to the Customer being that which is communicated to him on the date and at the time of registration of his order via the Internet Site.

The provisions of these GCS may not be modified by contrary stipulations, in particular in the Customer's General Conditions of Purchase or any other document, without the express written agreement of the parties.

ARTICLE 2. PRODUCT OFFER

2.1 : Conformity of Product offers
The Products offered for sale by TDI on the Internet Site comply with current French legislation and standards applicable in France. TDI endeavours to present to the Customer on the Internet Site the essential characteristics of its Products and to display as faithfully as possible the photographs, texts, graphics and information, most often supplied by the manufacturer or supplier. In the event of modification of these characteristics by the suppliers and/or manufacturers, TDI undertakes, to the extent of the information provided by the suppliers and/or manufacturers, to rectify this information.

2.2 : Validity
Offers relating to Products are valid for the duration of their online presence. TDI reserves the right to modify the prices at any time, from then on the pricing conditions applicable to the products ordered will be those put online when the order is registered.

2.3 : Prices
The sale prices of our Products, indicated in the Customer's personal space on our Internet Site, are "exclusive of tax" ("HT"), ex works ("EXW"by reference to Incoterms 2010), for all orders deliverable outside the territory of continental France and for all orders of less than €300 exclusive of tax deliverable within the territory of continental France, unless otherwise stated in our commercial proposals, price lists or special terms of sale granted to the Customer.

Delivery costs are set at a flat rate of 20 euros excluding tax per order and include packaging, handling and delivery to the Customer's address. Prices exclusive of tax are subject to French VAT. Any change in the legal rate of this VAT will be implicitly reflected in the price of the Products, on the date stipulated by the relevant implementing decree.

For all orders of €300 or more (excluding VAT) delivered in mainland France, our prices are carriage paid to the customer's warehouse ("CPT", by reference to Incoterms 2010).

2.4 : Availability
The Products and offers presented by TDI are limited to the stocks available at TDI. TDI will make its best efforts to make inaccessible for ordering, as quickly as possible, any Product that is temporarily out of stock or to remove from its Internet site, as quickly as possible, any Product that is no longer offered for sale. In the event that the Customer has ordered a Product that is not in stock, TDI will immediately notify the Customer by e-mail indicating the expected additional delivery time. The Customer has the right to request the cancellation of his order, by e-mail to the address mentioned in article 16 of these GTC, within two (2) working days of this information.

ARTICLE 3. ORDERING PROCESS

3.1: Prior creation of a customer account
Prior to placing their first order via the Website, all new Customers must create a customer account by completing an online account application form containing all the data required to identify and contact their company (company name, activity, SIRET number, address, NAF code, legal form, share capital, telephone, fax, email, intra-community VAT number, surname and first name of the person responsible for the order). Essential information is marked with an asterisk. They must also specify their method of payment (bank transfer or cheque). The Customer must also attach to the completed form an up-to-date K-bis extract of their company and, if applicable, the bank details of the bank account from which their transfers will be made. The Customer is responsible for the information entered when creating their customer account. Validation of the account application form is subject to acceptance of these GTS by the Customer.

For all subsequent orders, the Customer will access the Products order area by clicking on the "My Account" section and entering their login and password.

The new Customer will not be able to place an order until his account has been validated by TDI. This validation will be notified by e-mail to the address given in the account opening request form. On this occasion, TDI will provide the customer with the username and password required to access his/her account. In this respect, TDI reserves the right to refuse to validate the request to open an account of a Customer who does not comply with the conditions allowing him to access the offers for professional customers of the Internet Site or who has provided inaccurate and/or incomplete information on his request form to open an account.

Any existing TDI Customer may access the online ordering service by requesting access from TDI, via the "I AM ALREADY A TDI CUSTOMER" section of the Web Site, by completing an online access request form in which he/she must specify his/her TDI customer number (appearing on a previous invoice), as well as the first name, last name and e-mail address of the person responsible for the order. TDI will then send the customer by e-mail the identifier and password allowing access to the customer's account. The customer will be notified by e-mail of this validation at the address indicated on the form. In this respect, TDI reserves the right to refuse any request for access to online ordering services from an existing Customer in the event of the Customer's insolvency or previous payment incident.

3.2 : Online ordering
No order may be placed on the Website by the Customer for an amount of less than 30 euros exclusive of tax (delivery costs not included).

The Customer places an order with TDI using the following procedure: On the home page of the Website, the Customer accesses the online ordering service by clicking on the "My Account" heading on the home page of the Website, then by entering the login and password previously communicated to him by TDI;
The Customer then accesses his personal space, on which are presented the Products offered for sale by TDI on the Website as well as the applicable prices; The Customer selects the Products he/she wishes to order, Once the basket has been put together, the Customer clicks on the "Validate My Basket" tab; The order is then summarised, which the Customer can check and correct if necessary; The Customer definitively confirms his/her order by clicking on the "Validate My Order" tab, after having chosen the desired available delivery date and expressly accepted these General Terms and Conditions of Sale by ticking the box provided for this purpose.

ARTICLE 4. ORDER CONFIRMATION

Upon receipt of the Customer's order, TDI will acknowledge receipt by e-mail, presenting the number allocated to the order and a summary of the latter. The acknowledgement of receipt of the online order sent to the Customer does not, however, imply the conclusion of the sales contract. The sales contract is only perfected after express acceptance of the Customer's order by TDI, manifested by the sending of an "order acknowledgement" by e-mail. Without a written response from TDI within 5 (five) working days following the date of receipt of the Customer's order, the latter will nevertheless be deemed accepted by TDI. Once accepted by TDI, no cancellation or modification of the order can be accepted. TDI reserves the right to refuse, reduce, or split any order that is abnormal in terms of quantities, either to limit the amount outstanding, or when it comes from a Customer with an unpaid invoice. In any event, TDI reserves the right to refuse an order in the event of the Customer's insolvency, a previous payment incident or a request made in bad faith. When TDI issues a quotation at the Customer's request, this constitutes an offer, the validity of which is limited to one month.

ARTICLE 5. DELIVERY

5.1 : Terms of delivery
Products will be delivered to the address indicated by the Customer on his/her order. TDI reserves the right to deliver several Products in several instalments, at no additional cost to the Customer. In accordance with the practices of the profession, the Customer declares that he accepts the existence of discrepancies between the quantities of Products ordered and the quantities of Products delivered by TDI, as long as these discrepancies are within the limits established by French Standard NFE 25007. TDI chooses the carrier according to the desired delivery time selected by the Customer in his order.

5.2. Delivery times
Delivery times and the availability of Products are given for information only. Subject to the availability of the Products, their delivery times to the carrier are a minimum of 1 working day and a maximum of 2 working days following the conclusion of the sales contract, under the conditions set out in article 4 hereof. Any delay in the availability of the Products in relation to the period indicated above shall not constitute a breach of contract on the part of TDI, which excludes any possibility of cancellation of the sale, refusal of delivery or claim for damages from TDI on the part of the Customer. For continental France and for orders placed before 4pm, the Customer may opt for delivery within 24 to 48 working hours. In the case of standard delivery, deliveries to mainland France are generally made by the carrier within a maximum of 2 working days from the final conclusion of the sales contract. For all deliveries outside continental France and/or outside standard delivery methods, the Customer is invited to consult TDI's sales department.

As soon as the Customer notices a delay in delivery, without having been notified by TDI, it is the Customer's responsibility to inform TDI by e-mail or by registered letter with acknowledgement of receipt sent to the address mentioned in article 16 of these terms and conditions. TDI will contact its carrier to start an investigation into the situation of the parcel. TDI will inform the Customer by e-mail of the new delivery date. If the Customer is not satisfied with the new delivery date, the Customer may request the cancellation of the order and a full refund of the sums paid, by e-mail or by registered letter with acknowledgement of receipt sent to the address mentioned in article 16 hereof, within three (3) working days of being informed of the new delivery date. TDI will reimburse the Customer within thirty (30) clear days from the date of the Customer's order cancellation order.

5.3 : Terms of delivery - receipt
The Products travel in all cases at the risk and peril of the Customer, who declares that he is insured against damage to the Products ordered during transport. In the event of damage, missing items, apparent defects or non-conformity, it is the Customer's responsibility to make any necessary observations, and in particular:
-Notification of precise reservations on the carrier's delivery slip. In this respect, it is agreed that the words "subject to unpacking", which do not expressly mention the anomaly noted, cannot be interpreted as a handwritten reservation.
- Confirmation of these reservations to the carrier by registered letter with acknowledgement of receipt within three clear days of delivery, the date shown on the delivery note being taken as proof, in accordance with Article L133-3 of the French Commercial Code.
-Confirmation of these reservations in writing to TDI's customer service department, by e-mail (to the following address :contact@tdi.fr within 2 (two) clear days following receipt of the products, enclosing a photograph highlighting the non-conformity. TDI will then remove the non-conforming Products at its expense, with the Customer undertaking to return the Products to TDI in their original packaging, ensuring that the traceability elements of the Products have been preserved (labelling and TDI barcode). TDI will then proceed, at its own expense, with the dispatch of any missing Products, the repair of the Product or the dispatch of a new equivalent Product, if the repair of the faulty Product proves impossible. Any complaint not made in accordance with the rules defined above and within the time limits set will not be taken into account and will release TDI from any liability to the Customer.
The Customer agrees not to use a complaint as a reason for deferring payment in whole or in part.

ARTICLE 6. TERMS OF PAYMENT

Except in the case of special conditions stipulated at the time of the order, TDI invoices must be paid within 60 days of their date of issue and no discount will be applied for early payment. In the event of late payment, TDI may suspend all orders in progress, without prejudice to any other course of action. In accordance with article L.441-6 of the French Commercial Code, any late payment may give rise, without prior formal notice being required, to the application by TDI of late payment penalties at a rate equal to the rate applied by the ECB for its most recent refinancing operation, increased by 10 percentage points, in addition to the application of a fixed indemnity for collection costs of 40 euros (Article D.441-5 of the French Commercial Code). When the collection costs incurred exceed the amount of this fixed indemnity, TDI may request additional compensation based on supporting documents. Any deterioration in the Customer's credit may justify the suspension of orders in progress, the requirement of guarantees or payment in cash or by instalment, before the execution of orders received.

ARTICLE 7. PENALTIES AND SET-OFF

TDI reminds you that any offsetting and arbitrary deduction of penalties are sanctioned by article L 442-6-I-8° of the French Commercial Code. No debit note, invoicing of penalties or deduction of penalties or discounts of any kind whatsoever by way of set-off may be issued by the Customer without the prior express written agreement of TDI.

ARTICLE 8. RETENTION OF TITLE AND IMMEDIATE TRANSFER OF RISKS

THE PRODUCTS REMAIN THE PROPERTY OF TDI UNTIL FULL PAYMENT OF THE INVOICED PRICE BY THE CUSTOMER. IN THIS RESPECT, THE REMITTANCE OR ACCEPTANCE OF ANY BILL OF EXCHANGE DOES NOT CONSTITUTE PAYMENT WITHIN THE MEANING OF THIS PROVISION. NEVERTHELESS, THE CUSTOMER ASSUMES ALL RISKS OF LOSS AND DETERIORATION OF THE PRODUCTS AS SOON AS THEY LEAVE TDI'S WAREHOUSES. GOODS IN STOCK WITH THE CUSTOMER ARE PRESUMED TO BE UNPAID.

SECTION 9. GUARANTEES AND LIABILITY

9.1 : Legal guarantee of conformity
In accordance with articles 1603 and following of the French Civil Code, TDI guarantees the conformity of the Product delivered to the characteristics of the Product ordered by the Customer. Following delivery, the Customer will have 2 working days to report any missing, damaged or non-conforming Product to TDI's customer service department, by e-mail to the contact details mentioned in article 16 hereof, enclosing a photograph highlighting the non-conformity. The Customer will, at its own expense, reship the non-conforming Products in their original packaging, ensuring that the traceability elements of said Products have been preserved (labelling and TDI barcode). TDI will reimburse the full cost of reshipment after verification of the non-conformity. TDI will then proceed, at its own expense, with the shipment of any missing Products, the repair of the Product or the shipment of a new equivalent Product, if the repair of the defective Product proves impossible. Any claim not made in accordance with the rules defined above and within the time limits set will not be taken into account and will release TDI from any liability to the Customer.

9.2 : Legal guarantee against hidden defects
In accordance with the provisions of article 1641 of the French Civil Code, TDI guarantees the Customer against hidden defects that its Products may conceal. The legal warranty for hidden defects is expressly excluded in the event that the Product is used, handled or stored by the Customer in abnormal conditions, unsuitable or incompatible with its intended purpose, or contrary to the technical instructions relating to the Product, or in the event that the failure is due, even partially, to faulty or negligent behaviour on the part of the Customer or a third party.

9.3. Liability
TDI is liable for direct material damage caused to the Customer as a result of misconduct attributable to TDI, to the exclusion of any immaterial and/or indirect damage. Material damage caused by TDI may be compensated within the express limit of the coverage limit of its professional liability insurance.

ARTICLE 10. OCCURRENCE OF A CASE OF FORCE MAJEURE

In the event of the occurrence of an event of force majeure preventing the performance of its obligations by TDI, the sales contract will be immediately suspended, as from the notification sent by TDI to the Customer, by e-mail, fax or registered letter with acknowledgement of receipt.

TDI will inform the Customer of the cessation of the event preventing the performance of the contract, by e-mail, fax or registered letter with acknowledgement of receipt, and the sales contract will resume immediately on the date of this notification.

If such an event continues for more than one month after the date of notification, the sales contract may be terminated at the initiative of the most diligent party, by registered letter with acknowledgement of receipt, without any penalty or compensation of any kind being due to either Party. Any sums received by TDI prior to the termination of the sales contract will then be reimbursed to the Customer. A case of force majeure is any event that makes it either impossible or manifestly more difficult to perform an obligation due to the unforeseeable, irresistible or external nature of this event, these three criteria being alternative, such as fires, floods, paralysis of road or other transport routes, disruption of energy supply, blockage of telecommunications and computer networks, etc., as well as any other event considered by law or jurisprudence as a case of force majeure.

ARTICLE 11. PENALTIES AND SET-OFF

ARTICLE 12. TERMINATION

Any serious breach by one of the parties of any of its essential contractual obligations shall entitle the other party to terminate the contract ipso jure, without judicial intervention, one month after formal notice has been sent to the defaulting party by registered letter with acknowledgement of receipt, which has not been followed by performance, and without prejudice to any damages that the non-defaulting party may claim from the defaulting party as a result of the failure to comply with its contractual obligations.

ARTICLE 13. PROTECTION OF PERSONAL DATA

13.1 : Security and confidentiality
TDI has implemented security measures in order to protect the Customer's personal data against any unauthorised access by third parties or any misappropriation on its network and databases. However, TDI cannot guarantee that personal data will not be intercepted in transit via the Internet.

13.2 : Purpose of the use of personal data
TDI collects from the Customer the information and personal data (name, address, etc...) necessary to enable it to process and send the order and to establish the invoice. TDI may use this data for internal statistical purposes in order to improve the quality of the service provided to its Customers, but it ensures that the data is only kept for the time necessary to carry out these statistics, in accordance with its legal obligations.

TDI may also send the Customer, at the e-mail address provided by the Customer, the TDI E-mailing as well as any information on new Products available for sale and current promotions. If the Customer wishes to receive such messages, they can indicate this by ticking the box "I agree to receive information from TDI" in their customer account. Likewise, if the Customer no longer wishes to receive such messages, the Customer may modify his/her choice by clicking on the "Click here to unsubscribe" link at the bottom of the e-mailing received.

The collection and processing of the aforementioned nominative or personal data have previously been the subject of a simplified declaration by TDI to the Commission Nationale de l'Informatique et des Libertés (CNIL), in accordance with Simplified Standard No. 48 resulting from CNIL Deliberation No. 2012-209 of 21 June 2012, creating a simplified standard concerning the automated processing of personal data relating to the management of customer and prospect files.

13.3 : Right of access, rectification and deletion of personal data
In accordance with Law no. 78-16 of 6 January 1978 relating to information technology, files and civil liberties, the Customer has a right of access, rectification, modification and deletion of his personal data, which he may exercise at any time by sending his request by e-mail to TDI's customer service department, whose contact details are given in article 16 hereof.

13.4 Use of Cookies including information relating to the navigation of a visitor
The Customer is informed of the fact that cookies are likely to be implanted in his/her computer. A cookie does not enable TDI to identify the Customer. Generally speaking, it records information relating to the browsing of the Customer's computer on the Internet Site (pages consulted, date and time of consultation, etc.) which may be read by TDI during subsequent visits by the Customer. In this case, it is likely to contain the information that the Customer will have provided by filling in the forms that TDI makes available on the Website. In this way, the Customer will not need to fill in the form proposed by TDI again on his next visit. The Customer may, at any time, delete the cookies installed in his browser and oppose the storage of cookies by configuring his browser.

13.5 We work with Microsoft Clarity and Microsoft Advertising to capture how you use and interact with our website through behavioural metrics, heat maps and session replay in order to improve and market our products/services. Website usage data is captured using proprietary and third-party cookies and other tracking technologies to determine the popularity of products/services and online activity. In addition, we use this information for site optimisation, anti-fraud/security and advertising purposes. For more information on how Microsoft collects and uses your data, please consult the Microsoft Privacy Statement .

SECTION 14. INTELLECTUAL PROPERTY

The general structure of the Website, the texts, data and graphic elements, whether animated or not, are protected as such by intellectual property laws, in particular by copyright, designs and models and trademark law, and by international treaties. The general structure of the Website, the texts, data and graphic elements contained therein and the "TDI" trademarks may not under any circumstances be modified, reproduced, displayed, presented, distributed or used for public or commercial purposes. Any person who downloads or collects information published on the Website has only a private, personal and non-transferable right of use. The information collected may only be reproduced once, either on paper or digitally. Any use of the information collected must mention the source. Protected works reproduced on the Internet Site and not belonging to TDI have been the subject of express prior authorisation for reproduction on the part of the holder of the rights. Hypertext links to other sites, principally to the sites of TDI's partners, are provided for the personal convenience of Internet users. TDI exercises no control over these sites and accepts no responsibility for them, the pages remaining the sole responsibility of their owners. The reproduction of a page of the Internet Site in a frame not belonging to TDI or the insertion of a page belonging to TDI in the page of a site not belonging to TDI is prohibited.

ARTICLE 15. APPLICABLE LAW AND JURISDICTION

The present contract is subject to French law.
Any dispute relating to the conclusion, performance, interpretation and/or termination of the present contract will fall within the exclusive jurisdiction of the registered office of TDI, whether in summary proceedings, in the event of a third party claim or in the event of multiple defendants.

SECTION 16. CONTACT

For any questions or complaints relating to the Products or their order, the Customer may contact TDI using the following details:

TDI
21 Rue Jean Moulin, 80580 PONT REMY - FRANCE
E-mail : contact@tdi.fr
N°tel : +33 3 22 27 30 27, Monday to Friday, 8am to 12pm and 2.30pm to 5.30pm. (cost of a local call)