Terms of sale

  1. Application and acceptance of the general terms and conditions of sale

These General Terms and Conditions of Sale (“GTCS”) apply to sales made by TILOLI SAS to any business customer purchasing product(s) from TILOLI SAS in the course of its professional activity (the “CUSTOMER”). In accordance with the provisions of Article L.441-1 et seq. of the Code de commerce, the relationship between TILOLI SAS and the CUSTOMER is governed exclusively by these GTCS. The GTCS prevail over any general terms and conditions of purchase or any other document issued by the CUSTOMER that has not been expressly accepted by TILOLI SAS. These terms and conditions constitute the sole basis of the commercial negotiation and supersede any prior agreement between the parties.

 

By the mere fact of placing an order, of any kind whatsoever, the CUSTOMER acknowledges having read them and accepts them, notwithstanding any contrary clause that may appear in its purchasing documents. These general terms and conditions of sale apply to all products sold by TILOLI for any order placed by its customers in France and abroad, regardless of the place of delivery.

  1. Orders and performance

Any CUSTOMER order received by TILOLI is firm and final and constitutes unreserved approval by the CUSTOMER of these general terms and conditions of sale.

No derogation from these terms shall be valid without a prior written agreement specifically concluded between TILOLI and the customer. The relationship between TILOLI and its customers shall be governed exclusively by the regulations applicable to relations between professionals of the same speciality.

  1. Opening a CUSTOMER account

In order to place orders and receive price lists, promotions and access to the catalogue, any new CUSTOMER must, prior to its first order, submit a reseller account opening application by returning:

  • these general terms and conditions of sale, signed by the CUSTOMER’s legal representative and stamped,
  • a K bis extract less than three months old,
  • a bank account statement (R.I.B) and a letterhead document showing the SIREN number and the APE code
  1. Ordering process

Any order placed by the CUSTOMER must imperatively be made in writing, on the basis of the products marketed, and sent to TILOLI either via www.tiloli.fr or by e-mail to orders@tiloli.fr.

TILOLI is bound only by the quantities of products set out in an “order acknowledgement of receipt” sent by TILOLI within two business days, constituting acceptance of any order submitted by the CUSTOMER under the conditions above, or in a commercial proposal issued by TILOLI and accepted by the CUSTOMER within the validity period stated therein. Any order placed by the CUSTOMER under conditions other than those detailed above shall not be taken into account.

The CUSTOMER’s order must imperatively include the information required for the correct performance of the delivery, namely:

  • the exact specification of the products ordered (exact references, description, prices and quantities, requested or mandatory delivery date)
  • logistics information: delivery address, names and contact details of the logistics contacts (telephone, e-mail, etc.),
  • logistics specifics: opening hours of the delivery points, logistics charter (delivery by appointment, pallet dimensions, truck with tail lift, etc.)

In any event, the CUSTOMER’s logistics conditions shall not be enforceable against TILOLI, unless TILOLI has given its prior express written agreement to such logistics conditions.

Incomplete or incorrect information provided by the CUSTOMER resulting in errors in performance may under no circumstances be attributed to TILOLI.

Together with the order acknowledgement of receipt, TILOLI undertakes to enclose a delivery note listing the goods immediately available.

In the event of a backorder, TILOLI shall, as far as possible, provide information on the availability of the products remaining to be shipped.

The unavailability of a product due to a stock shortage or its removal from the catalogue shall not entail any cancellation of the overall order and shall not give rise to any compensation from TILOLI.

  1. Delivery charges

The CUSTOMER’s contribution to delivery charges in Metropolitan France (excluding Corsica) is as follows: 

  • For any order above €450 excl. VAT, TILOLI bears the full delivery charges. 
  • For any order below €450 excl. VAT, a contribution to shipping costs of €10 excl. VAT per shipment will be requested. 
  • For a backorder above €250 excl. VAT, the full delivery charges shall be borne by TILOLI. 
  • For a backorder below €250 excl. VAT, and if the customer does not wish to top up its order, a contribution to shipping costs of €10 excl. VAT per shipment may be requested. 

The CUSTOMER’s contribution to delivery charges in Corsica is as follows: 

  • For any order above €850 excl. VAT, TILOLI bears the full delivery charges. 
  • For any order below €850 excl. VAT, a contribution to shipping costs of €10 excl. VAT per shipment will be requested. 
  • For a backorder above €450 excl. VAT, the full delivery charges shall be borne by TILOLI. 

Initials: 

  • For a backorder below €450 excl. VAT, and if the customer does not wish to top up its order, a contribution to shipping costs of €10 excl. VAT per shipment may be requested. 

For areas outside Metropolitan France and Corsica, the contribution to delivery charges will be assessed on a case-by-case basis. 

  1. Order cancellation

Any modification or cancellation of an accepted order shall require TILOLI’s prior written agreement in order to validly modify the CUSTOMER’s obligations towards TILOLI. Any order already prepared may no longer be cancelled.

  1. Payment terms

Within the framework of an accepted account opening and for all first orders, subject to what is stated below, the ordered goods will be shipped after receipt of payment of the order amount inclusive of VAT by card or bank transfer.

Depending on the volume of business generated by the CUSTOMER, TILOLI may offer deferred payment terms. However, pursuant to Law no. 2008_776 of 4 August 2008, known as the loi de Modernisation de l’Economie (LME), the maximum period may not exceed, from the invoice issue date, either:

-        45 days end of month,

-        60 days net.

The invoice date is the date on which the goods leave TILOLI’s warehouse. By express agreement and unless a postponement has been requested and granted by TILOLI, failure to pay TILOLI’s invoices by the set due date shall entail :

- the immediate payability of all sums remaining due, regardless of the method of payment provided for.

- the payability of statutory late-payment interest, without prejudice to damages, as well as any legal costs.

In accordance with Article L441-6 of the Code de commerce, compensation will be calculated on the basis of three times the statutory interest rate in force, together with a fixed recovery-cost indemnity of 40 euros.

  1. Deliveries and claims

Any disputed delivery (damaged or opened parcels) must be the subject of written reservations made by the CUSTOMER with the carrier that delivered the goods. The CUSTOMER must inform TILOLI thereof in order to allow it to bring any claim against that carrier. Any quantity discrepancy (positive or negative) must be reported in writing (letter or e-mail) to TILOLI within two business days.

To be valid, any claim regarding the quality of the goods received must be reported in writing to TILOLI within a maximum of 7 business days of receipt of the shipment, and any expert assessment may only be carried out on goods in their as-delivered condition.

Returns shall be made with carriage and packaging at the CUSTOMER’s expense. TILOLI declines all liability in the event of loss of or damage to a returned parcel.

  1. Warranty

TILOLI’s warranty consists, after agreement with the CUSTOMER, in replacing defective products or crediting the CUSTOMER with the value of the items acknowledged as non-compliant, without this otherwise giving rise to penalties or compensation.

The warranty applies only to products that do not comply with the contractual specifications agreed with the CUSTOMER and/or that have an original defect rendering them unfit for their intended use.

 

This warranty runs for a period of 2 years from the date of the corresponding invoice.

The warranty shall apply only to products returned complete, accompanied by all their accessories, in their original packaging and showing normal wear.

Any remedial work on items carried out by the CUSTOMER without TILOLI’s agreement as to its principle and cost shall entail the loss of the right to the warranty.

Unless otherwise agreed, items for which the CUSTOMER has obtained a credit note, replacement or remedial work by TILOLI must be returned to TILOLI carriage forward.

  1. Transfer of ownership

Sales made by TILOLI are subject to retention of title. The CUSTOMER becomes the owner upon full payment of the price in accordance with the terms of Law 80.335 of 22 May 1980. The CUSTOMER becomes responsible for the  goods as soon as they are received at its premises or those of its logistics providers.

Accordingly, from delivery onwards, the CUSTOMER must ensure their proper safekeeping against all risks.

  1. Transfer of risk

The transfer of the risks attached to the goods takes place upon delivery of the said equipment into the hands of the CUSTOMER, who shall from that date be responsible for the loss and/or deterioration of the items sold pursuant to this contract binding the CUSTOMER to TILOLI.

This clause applies in full even where TILOLI has not been paid in full for the goods covered by the order in question.

  1. Limitation period

By derogation from Article L110-4 of the Code de commerce, no claim by the CUSTOMER shall be admissible after a period of one year.

  1. Jurisdiction and applicable law

Any dispute, whatever its nature or cause, shall be submitted to the jurisdiction of the competent courts of Orléans.

  1. Producer identification

Tiloli SAS is a company registered with the eco-organisations under the following unique identifiers (Article R.541-173 of the Code de l'environnement):
- Registration number in the Producers register for Waste Electrical and Electronic Equipment (WEEE/DEEE): FR006971_05I7FD (eco-systèmes)

- Registration number in the Producers register for Household packaging (EMB): FR243838_01CCRY (ADELPHE)
- Registration number in the Producers register for Batteries and accumulators (PA) : FR006971_06YKLY (COREPILE)