These conditions apply regardless of the buyer's general conditions. Any amendment made to these conditions by the parties requires an express written agreement.
2. OPENING AN ACCOUNT AND CREDIT CONDITIONS
The opening of an account and/or the application of our commercial conditions is subject to obtaining the documents (legal, financial) or guarantees we deem necessary.
The written agreement of TIVOLY and the notification of our commercial conditions confirms the validity of the opening of the account.
TIVOLY reserves the right to set an upper limit for amounts outstanding beyond which a cash payment may be required.
Our prices are for goods collected in our stores: the prices applied are consistently those of the price list in force on the day of receipt of the order by TIVOLY's head office.
Receipt of orders is not confirmed: any order not refused in writing within two weeks of receipt by TIVOLY's head office is deemed accepted.
5. CUSTOM ORDERS
Unless otherwise specifically agreed, for technical manufacturing reasons concerning orders or items requiring special manufacturing, we reserve the right to deliver and invoice + or - 10% of the quantity ordered. For orders of less than 10 items, this tolerance may be of 2 items.
6. TERMS OF PAYMENT
Unless otherwise agreed, our payment terms are 30 days end of month. Payments are to be made to TIVOLY's head office.
The minimum invoice amount is 100 €, excluding tax. An administrative fee will be applied to any order lower than this amount.
A deposit may be requested for special tools when the order is placed.
Payment deadlines are binding and appear on all our invoices: any payment made before this date may give rise to a discount, at a rate determined by TIVOLY. The discount will be calculated based on the number of days between the actual payment date and the due date of the invoice.
Any payment made beyond this period will give rise to the application of late penalties at the interest rate applied by the ECB (Refi Rate) to its most recent refinancing operation plus 10 percentage points. These penalties will be charged according to the number of days between the due date and the actual date of payment.
Non-payment by the buyer of any amount when due will automatically constitute formal notice, by right, and any amounts not due will become immediately payable.
A flat-rate fee equal to 15% of the principal amount of the debt or the unpaid portion of the debt will be applied as a penalty clause.
In addition, without prejudice to any other damages, in case of late payment, the debtor will automatically owe a flat-rate fee of 40 € for recovery costs, in addition to late penalties.
We will be entitled, automatically and by right, in the event of any non-performance by the customer, even partial, of any one of its obligations towards us, to suspend the performance of our obligations towards the customer, without prior notice.
No offsetting or withholding are allowed with respect to our claims; only credit notes issued by TIVOLY may partially or totally cancel our invoices.
7. DELIVERY DEADLINES
TIVOLY endeavours to ensure maximum compliance with the agreed deadlines. However, delivery deadlines are not binding and the buyer may not rely on any delays to cancel the order and/or claim damages or penalties.
Delivery is deemed completed on collection of goods from the seller's stores; the transfer of risks takes place when the goods are handed over to the first carrier.
Goods sold are shipped at the buyer's risk, regardless of the transport mode. It is up to recipients, in accordance with Articles L133-3 et seq. of the Commercial Code, to exercise any recourse against the carriers, according to the procedure and within the time limit laid down by law.
A participation in shipping and packaging costs is determined according to the weight of the goods sent in a single shipment. Beyond a certain value, our shipments are made carriage paid.
9. DELIVERY - CLAIMS
In the event of missing or damaged products on arrival, the recipient must:
- write his reservations on the carrier's receipt, stating the exact number of missing or damaged packages and the subject of the claim and confirm them to the carrier within 3 days by registered letter,
- send a copy of these reservations to TIVOLY within 48 hours after the delivery, indicating the order references.
All claims must be notified to the Sales Department, at TIVOLY's head office, within a maximum period of 10 days from receipt of the goods if the dispute relates to them, or within 30 days from the invoice date if the dispute concerns billing.
10. RETURN OF GOODS
No goods may be returned without our express agreement (written agreement of the Sales Department).
If we agree to a return, a reduction may be applied to the price of the goods. The return will be made carriage paid, unless otherwise agreed.
11. RETENTION OF TITLE (Law of January 15, 1985)
TIVOLY retains title to the goods delivered until full payment of the price and any ancillary costs. However, risks occurring after shipment are the responsibility of the buyer.
Neither an action for the resale of the goods or their payment by a third party shall affect the enforceability of the clause, which will remain valid until the extinction of TIVOLY's debt. In the event of court-ordered reorganisation or liquidation, the action for resale shall be automatically withdrawn. Consequently, the seller may claim any goods which have not been resold until payment has been made in full. Any advance payment made will be acquired by the seller as compensation. The buyer undertakes to take all measures to ensure that the goods are identified as the seller's property.
12. WARRANTY - LIABILITY
Our products are guaranteed compliant with the specifications contained in the catalogues. A tolerance is allowed to the extent that the standards are met.
Generally, TIVOLY may not in any event be held liable if the use, handling, processing, storage or transportation of products sold cause any damage to the buyer, his customers or other third parties, whether injury to persons, damage to property not included in the contract or financial losses.
The buyer may not rely on a warranty claim to suspend or defer his payments.
13. INDUSTRIAL PROPERTY - CONFIDENTIALITY
TIVOLY is the exclusive owner of the studies, plans and designs which the buyer may have had knowledge of within the framework of the contract. Any breach of these rules may give rise to legal proceedings.
Any derogation from these terms and conditions of sale, and in particular the buyer's purchase conditions, are only valid with our written acceptance.
In case of dispute, the Court of Chambéry shall have sole jurisdiction, even in case of multiple defendants.
The partial or total invalidity of any of the provisions of these general terms and conditions of sale shall not affect the validity of the other provisions.