Terms and Conditions of Sale TILOLI SAS 2025

GENERAL TERMS AND CONDITIONS OF SALE TILOLI SAS

Application and acceptance of the general terms and conditions of sale

These General Terms and Conditions of Sale ("GTC") apply to sales made by TILOLI SAS to any professional customer acquiring product(s) from TILOLI SAS, within the scope of their professional activity ("CUSTOMER"). In accordance with the provisions of Article L.441-1 and following of the French Commercial Code, the relationship between TILOLI SAS and the CUSTOMER is exclusively governed by these GTC. The GTC prevail over any general terms and conditions of purchase or any other document issued by the CUSTOMER which has not been expressly accepted by TILOLI SAS. These terms constitute the sole basis for commercial negotiation and supersede any prior agreement between the parties.

By placing an order, whatever it may be, the CUSTOMER acknowledges having read and accepted these terms, notwithstanding any contrary clause that may appear on their purchase documents. These general terms and conditions of sale apply to all products sold by TILOLI for any orders placed by its customers in France and abroad, regardless of the delivery location.

Orders and execution

Any order from the CUSTOMER received by TILOLI is firm and final and constitutes the CUSTOMER's unconditional acceptance of these general terms and conditions of sale.

No deviation from these terms will be valid without a prior written agreement between TILOLI and the customer. The relationship between TILOLI and its customers will be governed exclusively by the regulations applicable to professional relationships within the same specialty.

Opening of CUSTOMER account

In order to order and receive pricing, promotions, and catalog access, any new CUSTOMER must, prior to their first order, submit a reseller account opening request by returning:

the signed general terms and conditions of sale by the CUSTOMER's legal representative and stamped,
a K-bis extract less than three months old,
a RIB and a letterhead with the SIREN number and APE code annotated

Order process

Any order placed by the CUSTOMER must be written, based on the marketed products, and sent to TILOLI either via www.tiloli.fr or by email to orders@tiloli.fr.

TILOLI is committed only to the quantities of products resulting from an "order receipt acknowledgment" sent by TILOLI within two working days, which will constitute acceptance of any order placed by the CUSTOMER under the conditions above, or a commercial proposal issued by TILOLI and accepted by the CUSTOMER within the validity period stated therein. Any order from the CUSTOMER under conditions different from those detailed above will not be considered.

The CUSTOMER's order must necessarily include the necessary elements for the proper execution of the delivery, namely:

the exact specification of the ordered products (exact references, designation, prices, and quantities, desired or mandatory delivery date)
logistical information: delivery address, names, and contact details of logistics contacts (phone, email, etc.),
logistical specifics: delivery point opening hours, logistics guidelines (delivery by appointment, pallet dimensions, truck with lift, etc.)

In any case, the CUSTOMER's logistical conditions cannot be imposed on TILOLI unless expressly agreed in writing beforehand by TILOLI on these said logistical conditions.

Incomplete or incorrect information from the CUSTOMER leading to errors in execution cannot in any case be attributed to TILOLI.

With the order receipt acknowledgment, TILOLI will include a delivery note listing the goods immediately available.

In the event of a backorder, TILOLI will provide information, where possible, on the availability of remaining products to be shipped.

The unavailability of a product due to stock shortage or its removal from the catalog cannot result in the cancellation of the entire order and will not entitle the CUSTOMER to any compensation from TILOLI.

Delivery fees

The contribution to delivery costs in mainland France (excluding Corsica) by the CUSTOMER is as follows:

For any order over 450 € excluding VAT, TILOLI will cover the full delivery cost.
For any order under 450 € excluding VAT, a contribution of 10 € excluding VAT per shipment will be requested.
For a backorder over 250 € excluding VAT, TILOLI will cover the full delivery cost.
For a backorder under 250 € excluding VAT, and if the customer does not wish to complete their order, a contribution of 10 € excluding VAT per shipment may be requested.

The contribution to delivery costs in Corsica by the CUSTOMER is as follows:

For any order over 850 € excluding VAT, TILOLI will cover the full delivery cost.
For any order under 850 € excluding VAT, a contribution of 10 € excluding VAT per shipment will be requested.
For a backorder over 450 € excluding VAT, TILOLI will cover the full delivery cost.

Initials:

For a backorder under 450 € excluding VAT, and if the customer does not wish to complete their order, a contribution of 10 € excluding VAT per shipment may be requested.

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

Order cancellation

Any modification or cancellation of an accepted order must be subject to prior written agreement from TILOLI to validly modify the CUSTOMER's obligations toward TILOLI. Any order already prepared cannot be canceled.

Payment terms

In the case of an accepted account opening and for all first orders, subject to what is indicated below, the shipment of the ordered goods will be made after receipt of payment for the full amount of the order (including VAT) by credit card or bank transfer.

Depending on the volume of business done by the CUSTOMER, TILOLI may offer different payment terms. However, under the law No. 2008_776 of August 4, 2008 (Modernization of the Economy law - LME), the maximum payment period cannot exceed, from the date of the invoice:

- 45 days end of the month,

- 60 days net.

The invoice date is the date the goods leave TILOLI's warehouse. By express agreement and unless requested and agreed upon by TILOLI, failure to pay TILOLI invoices by the specified due date will result in:

- the immediate due date of all remaining sums due, regardless of the agreed payment method.

- the accrual of legal late payment interest, without prejudice to damages, as well as any potential legal fees.

In accordance with Article L441-6 of the French Commercial Code, a compensation will be calculated based on three times the legal interest rate in effect, as well as a flat fee for collection costs of 40 euros.

Deliveries and claims

Any disputed delivery (damaged or opened packages) must be the subject of written reservations made by the CUSTOMER with the carrier that delivered the goods. The CUSTOMER must inform TILOLI to allow possible recourse against the carrier. Any quantity discrepancy (positive or negative) must be reported in writing (letter or email) to TILOLI within two working days.

To be valid, any claim regarding the quality of the received goods must be reported in writing to TILOLI within a maximum of 7 working days from receipt of the shipment, and the inspection will only take place on goods in the condition they were delivered.

Returns will be made at the CUSTOMER's expense for shipping and packaging. TILOLI disclaims any responsibility in the event of loss or damage of a returned package.

Warranty

The TILOLI warranty consists, after agreement with the CUSTOMER, of replacing defective products or crediting the CUSTOMER with the value of non-compliant parts without entitling the CUSTOMER to any penalties or indemnities.

The warranty applies only to products that do not conform to the contractual specifications agreed with the CUSTOMER and/or that present a defect from the outset making them unsuitable for their intended use.

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