GENERAL TERMS AND CONDITIONS FOR INTERNATIONAL SALES
TILOLI, a simplified joint stock company, with a capital of 250 000 euros, registered with the Orleans Registry of Trade and Companies under the no. B 451 250 393, with its registered office located at 121 rue des hêtres - 45590 Saint-Cyr-en-Val, operates an on-line ordering website for IT products and accessories (hereafter referred to as the “Products”), available at the address https://tiloli.com (hereafter referred to as the “Website”), for international professional retailers (hereafter referred to as the “Client”).
The placing of an order by the Client implies the irrevocable acceptance of these general terms and conditions, for which the Client acknowledges to have been informed prior to placing his order. Tiloli reserves the possibility to modify these general terms and conditions of sale, at any time and at its sole discretion. The general terms and conditions that apply are those which appear on the Website when the Client places his order.
By accepting these general terms and conditions of sale, the person who places an order on the Website guarantees that he is fully empowered to place an order for Products, and to commit the Client.
Tiloli shall provide a copy of this agreement on durable media downloadable from the Website prior to placing the order, which the Client accepts. The Client also accepts to receive all the information concerning the order of the Products, the invoice and more generally the performance of these general terms and conditions of sale by e-mail.
The purpose of these terms and conditions of sale is to define the conditions and arrangements for sale of the Products to the Client.
2. Applicability / Term
These general terms and conditions shall be applicable as from the placement of the order by the Client, and shall remain applicable until the expiry of the rights and obligations incumbent upon either party.
3. Products offered for sale on the Website
The Products affected by these general terms and conditions are all the products for sale on the Website that appear in the on-line catalogue. The Products are offered for sale within the limits of available stock. The photographs of the Products are not covered by contract.
4. Product Purchases
- Placement of the order on line on the Website
In order to place an order of Products on the Website, the Client must follow the stages below:
1/ The Client must connect to his account via his email address and his password. The account will have already been created by Tiloli on the Website, at the Client’s request.
2/ The Client shall make the selection of the Products that he wishes to purchase based on the on-line catalogue, and add them to his basket.
3/ As soon as the Client adds a Product to his basket, he will have access to his selection list, and he may return to the Website to add Products or remove the Products from the basket.
4/ As soon as the Client has added all the Products that he wishes to order to his basket, he will have access to the order summary page.
6/ The Client must then accept these general terms and conditions of sale by ticking the box “I have read the general terms and conditions of sale and I accept them without reserve”, to finalize and place the order.
Once the order has been validated by the Client on the Website and sent to Tiloli, it shall be fixed and final, subject to the available stock. The Client may no longer cancel the order, for any reason whatsoever.
The Client guarantees to Tiloli the truth of the information communicated when placing the order, in particular at the time when he created his account, and undertakes to update his data, so that it remains true at all times.
The Client is informed that in the event of an extended period of inactivity during the connection, it may be the case that the Product selection is no longer guaranteed. If this occurs, the Client must start again from the beginning.
The Client is informed that he shall assume all the telecommunication expenses enabling him to have access to the internet.
If an error in the entry of information by the Client should give rise to a delay in the delivery of the Products ordered, Tiloli will under no circumstances be held liable.
- Confirmation of the order
Once the order has been validated on the Website and sent to Tiloli, the Client will receive an order receipt, with a summary of the Products ordered. In the event whereby some Products ordered by the Client would be unavailable, Tiloli shall inform the Client when it acknowledges receipt of the order.
Tiloli shall then send a confirmation e-mail to the Client for the order along with an invoice of the Products ordered and available, which the Client undertakes to pay in accordance with the provisions of the Article “Price and conditions of payment”.
The acknowledgment of receipt and the confirmation of the order are sent to the email address communicated by the Client upon the creation of his account.
For any question concerning his order, the Client may contact Tiloli by telephone at the following number: 02 38 63 41 71 from Monday to Friday from 8.30 a.m. to 12.30 p.m. and from 2 p.m. to 5.30 p.m.
5. Delivery, transfer of risks and transfer of ownership of the Products
The conditions of delivery and transfer of the risks and the customs clearance conditions shall be those of the Incoterm chosen by the parties upon creation of the Client’s account.
As from the transfer of risks, the Client shall be fully liable for the Products, in particular in the event of loss, theft or deterioration of the Products or for any harm caused to the Products, and for any reason whatsoever.
The address for the delivery of the Products shall be indicated in the order confirmation
e-mail. In the event whereby this address would be wrongly stated, the Client undertakes to immediately inform Tiloli, to prevent the Products being sent to a wrong address. Any Product delivered to a wrong or incomplete address as a result of the Client, and returned to Tiloli, shall be sent back to the Client or to any third party appointed by the Client at the expenses of the latter.
The delivery period shall be indicated in the order confirmation e-mail. The delivery periods are for indication, Tiloli may not be held liable for any delay in the delivery. Furthermore, the Client may not cancel his order or refuse to collect the Products in the event of late delivery.
The sale of Products is made with a reservation of ownership. The transfer of ownership of the Products shall occur on the date of full payment of the Products by the Client. The Client undertakes not to have the Products pledged to anyone whomsoever, and for any reason whatsoever, prior to the full payment of their price to Tiloli.
The Client or any third party appointed by the Client must sign a delivery note upon the delivery of the Products.
Any complaint concerning the Products must be sent to Tiloli in writing within a period of forty-eight (48) hours as from the date on which the Client receives the Products, at the following e-mail address: firstname.lastname@example.org. Any complaint by the Client must include the order number and a detailed description of the problem encountered, with photographs to support the complaint. Any complaint, filed more than forty-eight (48) hours after receiving the Products, may not be taken into consideration by Tiloli.
The Client must also keep all the contentious Products in their original packaging, in order to be able, as the case may be, to send them back to Tiloli or for a joint expert opinion to be made.
The Client will be personally responsible for any complaint or action against the carrier, as from the transfer of the risks. Tiloli shall not assume any liability for the transportation of the Products as from the transfer of the risks.
In the event whereby the Products would have been damaged as a result of Tiloli or did not correspond to the Client’s order, Tiloli may, in agreement with the Client, either replace the contentious product(s), or issue a credit note to the Client for the amount of the order, so that the Client may place another order for the products with Tiloli. This constitutes the sole and unique means of remedy for the Client concerning products that have been damaged as a result of Tiloli or which do not correspond to the order and the Client may not lay claim to any other indemnification.
In the event whereby there would be a quantitative variance between the Products delivered and the order, Tiloli undertakes, with the Client’s approval, either to deliver him the missing Products, or to issue a credit note to the Client for the amount of the undelivered Products, to enable the Client to place another product order with Tiloli.
Any issuance of a credit note or the replacement of Products may only take place, as the case may be, after the receipt of the contentious Products by Tiloli returned in full, in their original packaging, not having been subject to any handling whatsoever by the Client or a third party, along with all their accessories.
6. Return of Products to Tiloli
Any return of Products, for whatever reason, must be subject to Tiloli’s prior written approval. The Client must file his request to the following address: TILOLI SAS – 121 Rue des Hêtres – ZA de la Saussaye – 45590
ST CYR EN VAL, and must specify the reason. Any return of Products which has not been subject to Tiloli’s prior approval shall not be accepted.
Tiloli may also ask the Client to return the Products in the event of a complaint by the Client, so that the complaint may be taken into consideration. In the event whereby the Client should fail to return the contentious Products upon Tiloli’s request, the latter may not take into consideration the Client’s complaint.
The Client shall bear the cost of the return of Products to Tiloli (packaging and transportation).
Furthermore, the Client must return any Product in its original packaging and be accountable for all the consequences of an absence, insufficiency or defectiveness of the presentation and packaging.
Tiloli declines any responsibility in the event of loss or damage to a package sent by the Client to Tiloli.
Tiloli shall not grant any guarantee for obvious or latent defaults or defects of the Products sold on the Website. Tiloli shall not grant any guarantee concerning the Products, of any nature whatsoever, under this agreement.
As Tiloli is not the manufacturer of the Products sold on the Website within the meaning of the law no. 98-389 dated
May 19, 1998 relating to the liability for defective products, Tiloli shall not be liable for defective products. Only the manufacturer shall be liable, and the manufacturer’s guarantees shall solely be applicable.
8. Price and conditions of payment
The price of Products offered for sale on the Website is indicated in euros, excluding taxes, and does not include the carriage costs.
The total price due by the Client in consideration for the purchase of Products is indicated in the order confirmation e-mail. This price includes the carriage costs.
The Client shall be personally liable for the payment, as the case may be, of any taxes applicable in the country of destination.
The payment of the purchase invoice shall be made by bank transfer, within a period of 30 days as from the date of invoice, unless another payment period is provided in the order confirmation e-mail.
Tiloli reserves the right to modify at any time the price of the Products offered for sale on the Website. The tariff applicable to the Client shall be the tariff applicable at the time of the validation of the order by the Client on the Website.
The failure to make the payment of an invoice on its due date shall result in all the remaining amounts being immediately due.
In accordance with the legal provisions, any late payment of an invoice on its due date, shall give rise, without any prior formal notice, to the payment of a late penalty for which the rate shall be equal to three (3) times the legal rate of interest and a flat rate indemnity for the recovery costs for an amount of forty (40) euros.
9. Intellectual Property
The Website and its content, in particular the trademarks, logos, images, drawings, models, texts, photographs, graphic charters and databases are owned fully and exclusively by Tiloli. Any reproduction, representation, publication, utilization, commercialization or use of any one of the elements on the Website, or any other part of the Website, is strictly prohibited.
The Products, and the related trademarks and logos, are the full and exclusive property of their manufacturer or any third party assignee of rights on the Products.
The Client prohibits any infringing acts or unfair competition practices with regard to Tiloli, manufacturers of Products or any third party assignee of rights on the Products.
Tiloli shall not be liable for any indirect harm such as, in particular, a loss of earnings, loss of profit, loss of benefits, loss of business or clientele, loss or deterioration of data, loss of opportunity, apart from those recognized by the French jurisprudence.
The total amount of indemnities that Tiloli could be obliged to pay to the Client for any reason whatsoever is, upon mutual agreement, limited by the parties to the amount of the Client’s order subject of the dispute, and notwithstanding the legal ground of the complaint and the procedure used to make this complaint, and by any measure authorized by French law.
This Article “Liability” shall remain at the end of these general terms and conditions, regardless of the cause.
The Client undertakes to subscribe to an insurance contract, with an insurance company that is reputedly solvent, with a representation in France, guaranteeing his professional civil liability in the context of his activities, for any damages caused in the context of the performance of this agreement.
He must also guarantee the Products as from the transfer of the risks, in particular against fire, theft, water damage or any degradation for the amount of the value stored.
The Manufacturer undertakes to provide Tiloli with a certificate specifying the risks covered, the secured assets and the exclusions of warranties, and at the simple request by Tiloli, and to maintain this insurance during the entire term of this agreement.
12. Personal data
The Client is informed that the personal data that he communicated during the creation of his account or on the Website is subject to processing by Tiloli for the purposes of administrative and commercial management and for statistical purposes. This processing was subject to a declaration before the French Data Protection Authority (CNIL).
In accordance with the Information Technology, Data Files and Civil Liberties Act dated January 6, 1978, the Client has a right of access, rectification and removal of personal data by sending a written request in this respect to the following address:
TILOLI SAS – 121 Rue des Hêtres – ZA de la Saussaye – 45590 ST CYR EN VAL or by email at email@example.com.
Tiloli reserves the right to send a newsletter to the Client and its commercial offers or to inform him of special operations organized by Tiloli by email sent to the address provided by the Client on the Website. If the Client no longer wishes to receive such offers, he may at any time reject them by clicking on an electronic link provided for such purpose in the commercial prospection emails.
The Client is invited to correct or update his data which is inaccurate, incomplete or outdated, failing which his order may not be taken into consideration or honored in the given time periods, and Tiloli may not be held liable in this regard.
13. Hypertext link
The insertion of a hypertext link towards the Website requires Tiloli’s prior written approval. In any case, the link shall direct only to the Website’s home page.
14. Force majeure
Tiloli’s obligations shall be suspended in the case of force majeure, without the Client being able to incur Tiloli’s liability.
As expressly approved, the following are considered as force majeure or fortuitous events, other than those usually retained by the Jurisprudence of the French Courts and Tribunals: total or partial strikes, within or outwith the company, in particular the postal services, the road transport, maritime and air services, any dysfunction of the postal services, road, maritime or air transport,
lock-out, bad weather, epidemics, earthquakes, fire, storm, flooding, water damage, blocking means of telecommunication, blocking the internet, governmental or legal restrictions, legal or regulatory modifications of forms of commercialization, and any other case unrelated to the express will of the parties preventing the normal performance of this agreement.
15. Limits of the internet
The Client acknowledges that he is aware of the characteristics and limits of the Internet, the possible presence of a virus, and the possible breach of the Client’s data as a result of hacking, for which Tiloli shall not be held liable. The same applies in the case of a difficulty to access the Website or dysfunctions of the Website, in particular related to hacking. Tiloli reserves the right to carry out maintenance operations on the Website. The Client acknowledges and accepts that he may no longer access the Website during the maintenance operation.
16. Legal and administrative authorizations
The Client undertakes to have obtained all the legal and administrative authorizations necessary for carrying out his activity. The Client guarantees Tiloli that there is nothing to prevent an order from being placed or the performance of this agreement. The Client undertakes to respect the importation and exportation laws applicable in his country, and to carry out the customs formalities, which are incumbent upon him.
17. Convention of proof
The Client acknowledges and accepts that the information included in Tiloli’s IT system has the same probative value as paper documents, with regard to the Client placing an order and the acceptance of these general terms and conditions. The archive of the orders and invoices is made on a reliable and durable support medium which may be produced as a means of proof.
18. Independence of the provisions of the general terms and conditions
If any provision of these general terms and conditions should be declared void or inapplicable by a court decision or the application of a law or regulation, the other provisions of these general terms and conditions shall remain fully applicable.
19. Independence of the Parties
The Parties are independent of one another, and neither Party may take action or present himself as an agent, shareholder, partner or representative of the other party.
20. Absence of waiver
The non-application or the delay in the application of any of the provisions of the agreement by a Party may not be interpreted or understood as a waiver by this party to the application of the relevant provision.
These general terms and conditions constitute the integrality of the agreement between the parties, and prevail over any other of the Client’s documents or agreements, or over any agreement between the parties not provided herein.
22. Applicable law
These general terms and conditions are governed exclusively by French law. The parties have agreed to exclude the United Nations Convention on agreements for the international sale of goods dated April 11, 1980 which shall not apply to this agreement.
ANY DISAGREEMENT OR DISPUTE RELATING TO THESE GENERAL TERMS AND CONDITIONS, THE PLACING OF AN ORDER, ITS PAYMENT OR PERFORMANCE SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE RELEVANT COURTS IN ORLEANS (IN FRANCE), NOTWITHSTANDING THE MULTIPLE DEFENDANTS AND THE INTRODUCTION OF THIRD PARTIES INCLUDING FOR EMERGENCY PROCEDURES AND PROTECTIVE PROCEDURES, IN SUMMARY PROCEEDINGS OR UPON PETITION