Last modified on 02/01/2020

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

 

ARTICLE 1. PURPOSE
TDI specialises in the distribution of industrial fasteners (hereinafter referred to as the "Products"). The purpose of these General Terms and Conditions of Sale (hereinafter referred to as the "GTC") is to define the rights and obligations of TDI and its customers (hereinafter referred to as the "Customer"), in the context of purchases of Products made by the latter. By ordering Products from TDI, the Customer expressly and unreservedly accepts these GTC. 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. These General Terms and Conditions of Sale do not apply to purchases of Products made by the Customer via the merchant website tdi-en.42stores.com, which are governed by specific General Terms and Conditions of Sale dedicated to this distribution channel.


ARTICLE 2. PRODUCT OFFER


2.1 : Conformity of Product offers: The Products offered for sale by TDI comply with current French legislation and standards applicable in France. TDI endeavours to present to the Customer in its catalogues 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 : Prices : The prices of our Products and our possible conditions of price reduction appear in our price list communicated to the Customer on request. The prices shown in this price list are given for information only. They only become final after acceptance and confirmation by us. Our prices are exclusive of tax, ex works ("EXW", by reference to Incoterms 2010), for all orders to be delivered outside mainland France and for all orders of less than €300 exclusive of tax to be delivered within mainland France, unless otherwise stated in our commercial proposals, price lists or special conditions of sale granted to the customer. For all orders of €300 or more (excluding VAT) to be delivered in mainland France, our prices are carriage paid to the customer's warehouse ("CPT", by reference to Incoterms 2010). Our prices are subject to French VAT. Any change in the legal rate of this VAT will be implicitly passed on to the price of the Products, on the date stipulated by the relevant implementing decree.

2.3 : Period of validity : TDI reserves the right to make any changes to its catalogues, GTC and prices at any time without prior notice. It is the Customer's responsibility to enquire about any changes before placing an order. The General Terms and Conditions and prices applicable to the Products ordered will be those in force on the date on which the Customer places the order.

ARTICLE 3. ORDERING

Orders may be placed by telephone, fax, e-mail or post. No order may be placed for an amount of less than 30 euros exclusive of tax (excluding delivery costs).orders are processed subject to availability of the Products. The sales contract is only valid after express acceptance of the Customer's order by TDI, manifested by the sending of an acknowledgement of receipt of the order by fax or 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 an 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, it constitutes an offer with a validity period limited to one month.


ARTICLE 4. DELIVERY

4.1 : Delivery conditions : Delivery times and Product availability are given for information only. TDI reserves the right to deliver certain orders in several shipments, at no additional cost to the Customer. Exceeding delivery deadlines may not give rise to damages, withholding, refusal of Product, or cancellation of orders in progress. In addition, delivery within the times communicated can only take place if the Customer is up to date with its obligations towards TDI.
In accordance with the practices of the profession, the Customer declares that it accepts the existence of differences between the quantities of Products ordered and the quantities of Products delivered by TDI, as long as these differences are within the limits established by the French standard NFE 25007.

4.2 Delivery times: Subject to availability of the Products, their availability times to the carrier are 1 (one) working day minimum and 3 (three) working days maximum
following conclusion of the sales contract, under the conditions set out in article 3 hereof. Any delay in making the goods available in relation to the aforementioned period 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 against TDI on the part of the Customer.
For continental France, deliveries are generally made by the carrier within a maximum period of 2 (two) working days from the final conclusion of the sales contract. For deliveries outside mainland France, the delivery times will be defined specifically, by mutual agreement between the parties.

4.3 : Terms of delivery - reception : The Products travel in all cases at the risk and peril of the Customer, who declares that he/she 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 features 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 claim not made in accordance with the rules set out 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 claim as a reason to defer payment in whole or in part.
 

ARTICLE 5. GUARANTEES AND LIABILITY


5.1 : 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, unsuitable or incompatible conditions with its intended use, 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.

5.2 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 is likely to be compensated within the express limit of the guarantee ceiling of its professional civil liability insurance.


ARTICLE 6. 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 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 such 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 of the Parties. 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 7. PAYMENT TERMS

TDI invoices must be paid within 60 days of their date of issue. Unless a specific and particular agreement has been concluded with the Customer, no discount will be granted 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 8. PENALTIES AND COMPENSATION

TDI reminds the Customer that any compensation or arbitrary deduction of penalties is 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 express prior written agreement of TDI.

ARTICLE 9. 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 DELIVERY 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.


ARTICLE 10. 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 11. APPLICABLE LAW AND JURISDICTION

This contract is subject to French law. Any dispute relating to the conclusion, performance, interpretation and/or termination of this 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 multiple defendants.


ARTICLE 12. PERSONAL DATA

The information collected when the quotation is drawn up is collected and recorded by the Vendor for the purposes of carrying out the service and managing any complaints. Only data strictly necessary for these purposes is kept. In accordance with the French Data Protection Act 78-17 of 6 January 1978, as amended by Act 2014-344 of 17 March 2014, and with European Regulation 2016 / 679 of 27 April 2016, you have the right to access, rectify and delete your data on request.
You may also object, on legitimate grounds, to the use of your data. If you wish to exercise these rights, please send an e-mail or letter to the following addresses: flevaillant@tdi.fr or TDI - 21 rue Jean Moulin - 80580 PONT-RÉMY, specifying "Personal rights" in the subject line and enclosing a copy of your proof of identity.