These general terms and conditions of sale (hereinafter referred to as the “GTCS”) cancel and supersede all previous terms and conditions, and shall remain in force until they are replaced by an updated version.
They constitute the sole basis of the commercial relationship between the company T2S (hereinafter “T2S”), specialising in the manufacture and distribution of safety equipment and garments and signage (hereinafter the “Goods”) and any professional customer (hereinafter the “Buyer”).
These GTCS cannot be modified by previous correspondence, nor by a subsequent provision, even if contained in the purchase order and/or the general terms and conditions of purchase, or any other document issued by the Buyer, without TS2’s prior written acceptance.
In the absence of special terms and conditions negotiated in good faith between the Parties and formally accepted by T2S, the placing of an order of Goods shall entail unreserved acceptance of these GTCS.
T2S’s failure to invoke, at any given time, any of the provisions of these GTCS shall not be interpreted as a waiver of the right to avail itself of such provisions at a later date.
The Buyer shall place orders directly with T2S by email, post, fax, via its customer account on the www.t2s.fr website or by any other means accepted by T2S.
The Buyer may also connect to the “webshop”, accessible from the www.t2s.fr website using their username and password. This gives the Buyer access to the Catalogue of T2S’s Goods and they can place an order by confirming their basket.
If necessary, T2S can prepare a quote based on the Buyer’s requirements. To place an order, the Buyer shall return T2S the signed quote, with the written statement “Agreed as signed”. Any quote drawn up by T2S at the Buyer’s request shall be valid for sixty (60) days.
Orders are only registered and deliverable once confirmed by T2S. This confirmation results from the validation of the order (quote, basket, letter, etc.) by T2S by email. It may be total or partial, and T2S shall not be held liable in this respect.
Modification of orders
Any order modifications requested by the Buyer following confirmation of the order by T2S, in particular regarding the quantity, quality, specifications or order execution schedule is subject to T2S’s express acceptance. The Buyer shall pay T2S for all costs incurred and all direct and indirect consequences resulting from the modification of an order already under preparation (in particular the cost of the additional items requested, restocking, logistics costs, checks) and shall accept any extensions to delivery times.
2. DELIVERY – PENALTIES
Our delivery times are not binding and are provided as an indication only. We shall not be held liable in this respect, in particular in the event of delays or manufacture or delivery difficulties. Any delays shall not entitle the Buyer to cancel the purchase, refuse the goods, or claim compensation or damages. No order may be partially or totally cancelled during its execution without T2S’ written agreement, notwithstanding provisions to the contrary in the Buyer’s terms and conditions of purchase.
At the Buyer’s risk and request, T2S may deliver the Goods directly to the end customer.
Delivery delays cannot give rise to fixed penalties, unless T2S has granted its prior written agreement thereto, notwithstanding the existence of provisions to the contrary in the Buyer’s terms and conditions of purchase.
In any event, only the assessed and proven loss actually incurred by the Buyer may be the subject of a claim for compensation, which may only be made after negotiation with T2S and with the agreement of both Parties.
If no agreement can be reached, the loss incurred shall be assessed by an expert appointed by the Saint-Etienne Commercial Court, at the request of the first Party to act.
The sale price for the Goods shall be that in force on the day the order is delivered. In the event of a change in our prices, the Buyer shall be notified by any means and within a reasonable time frame before they enter into force.
However, in the event of significant changes in the domestic or international cost of raw materials, prices are subject to change without notice. In addition, given that production sites are located outside the euro zone, T2S uses international currency fluctuations and reserves the right to modify its rates without prior notice.
Any refusal to pay invoices prepared based on these rates, including any new rates, shall be deemed a payment default, granting T2S the right to refuse any subsequent order for Goods, and to immediately suspend deliveries underway after having informed the Buyer thereof.
Goods are always sold freight collect, however “Metropolitan France” carriage paid is authorised from €1,000 excluding VAT, and for the same shipment. Orders to French Overseas Departments and Territories and over €1,000 are delivered Free Carrier (Marseille as a priority). In the event of split shipments, freight collect shall apply, unless T2S has agreed otherwise in writing. In the event of split shipments resulting from the T2S dispatch service, carriage paid will apply.
4. TRANSFER OF RISKS
As a general rule, the Goods always travel at the Buyer’s risk, even when sold “carriage paid”. In the event of late delivery, damage or loss of parcels, it shall be up to the addressees to take action against the carrier(s) by registered letter with acknowledgement of receipt within three (3) days of receipt, and must send a copy thereof to T2S (Art. L 133-3 of the French Commercial Code).
5. INSTALLATION OF GOODS AND TRAINING
Certain Goods, such as safety devices (such as pedestrian detection devices) need to be installed and connected directly at the Buyer’s or its customers’ premises to ensure proper operation.
5.1. Goods installation
The Buyer may order the installation of the Goods by T2S at the location of their choosing, provided that such location is in mainland France.
Orders relating to the installation of Goods by T2S are systematically subject to a quote.
Acceptance of the installation shall be deemed to be given on the effective date of the warranties, and will be the subject of a report drawn up jointly by the Parties, confirming the Goods’ compliance with the technical specifications.
If the Buyer chooses to install the Goods itself, it does so under its own responsibility. The warranties offered by T2S shall not apply in the event of a non-compliant installation.
T2S recommends and offers training to the Buyer to ensure optimal installation and operation of the Goods. Training requests made by the Buyer will be subject to a prior quote and will be invoiced on top of the price of the Goods concerned. T2S is free to use whichever teaching methods and tools it likes when delivering such training.
The Buyer must inform T2S of any reservations it has relating to the compliance of the Goods with the order by registered letter within forty-eight (48) hours following delivery, or on the day the Goods are installed. Acceptance also implies that the Buyer has received all instructions from T2S to ensure the correct operation of its installations, and instructions for the maintenance and operation of the Goods. Use of the Goods prior to the preparation of the report shall constitute unconditional acceptance of the installation.
Complaints and/or reservations must be complete, reasoned, justified and precise. Goods returns shall only be accepted with the prior written consent of T2S and a return number. If the Buyer does not express any reservations within these deadlines, the Goods shall be deemed to have been definitively accepted by the Buyer.
The Buyer shall be solely responsible for the choice of Goods. T2S shall not be held liable in the event of discrepancies between the Buyer’s requirements and the Goods sold if they comply with the specifications set out in the description of the Goods in T2S’s catalogue and on its website.
7. PAYMENT TERMS
Invoices will be issued when the Goods are shipped. Payment terms are calculated from the invoice date. Invoices are payable to T2S (Sorbiers) forty-five (45) days end of month. No discounts are granted. A contribution or charge for specific packaging costs or small quantities will be stated in advance in our order confirmations.
Unless T2S has granted its express, prior and written consent, and provided that the debts are certain, liquid and due, the Buyer shall not be entitled to offset any penalties corresponding to the failure to meet a delivery date or a Goods defect, against the amounts owed by the Buyer to T2S for the purchase of the Goods.
8. PAYMENT DEFAULT
Bills of exchange do not constitute a change in the place of payment and only constitute a payment facility. T2S reserves the right, regardless of the specific terms and conditions of sale, to require a cash payment or down payment before shipment. Unauthorised returns shall in no way delay the payment of our invoices on the agreed upon date.
In the event of non-payment in full of an invoice that has fallen due, once formal notice has been sent by email and remains without effect after forty-eight (48) hours, T2S reserves the right to suspend any current and/or future deliveries. If the Buyer places an order with T2S without having paid for previous order(s) by the due date, T2S may refuse to accept the order and to deliver the Goods concerned, without the Buyer being able to claim any compensation for any reason whatsoever.
Failure to pay a single bill of exchange or a single invoice by its due date shall cause the term to lapse and shall render all T2S claims immediately payable, including those not yet due. Late payment interest shall automatically begin to accrue and without notice from the due date, at the rate of three (3) times the statutory interest rate. Late penalties are payable without the need for a reminder. A €40 fixed fee for recovery costs will be added to this amount. When the recovery costs incurred exceed €40, T2S will request additional compensation, upon presentation of receipts, it being specified that all recovery costs, including legal costs and fees, are to be borne by the Buyer. Pursuant to Article 1231-6 of the French Civil Code, in the event of default by a debtor, the amount owed and recovered through the courts shall be increased, in addition to default interest, by fixed compensation of 20% of said amount.
9. RETENTION OF TITLE
THE BUYER SHALL BECOME THE OWNER OF THE GOODS AFTER FULL PAYMENT THEREFOR.
Payment shall be considered made upon actual receipt of the sale price, which shall be understood to mean the price invoiced in principal, including costs and late payment interest.
The Buyer shall be entitled to resell the Goods in the normal course of its business, however it may not pledge them or grant third parties guarantees over them. In the event of resale, the Buyer shall assign to T2S all receivables accruing to it from the resale to its customer. Authorization to resell the Goods shall be automatically withdrawn in the event of a payment incident or if the Buyer falls into a state of insolvency. The Buyer hereby undertakes to identify the Goods in its inventory until sold to its own customers. The Buyer, which shall bear the risks of theft, loss or damage to the Goods, must be able to provide evidence at any time that it has taken out an insurance policy of a sufficient amount to cover these risks. The amounts paid by the insurance company in this respect shall automatically accrue to T2S.
Should the Buyer fail to pay an invoice for Goods, the Buyer must, at T2S’s first request, sent by registered letter with acknowledgement of receipt, and without prejudice to the exercise of any other rights that T2S may possess, return the unpaid Goods at its own expense and risk. T2S may unilaterally and immediately draw up an inventory of unpaid Goods held by the Buyer, including at a third party custodian of such Goods. Goods in stock of the same nature are presumed to be those not yet paid for. Goods that have been processed without alteration of the material shall be deemed to be in kind.
The Buyer hereby undertakes to immediately inform T2S of any state of insolvency or judicial protection, ad hoc mandate or statutory insolvency proceedings to which it may be subject, and, in this event, shall authorise T2S to draw up the inventory of Goods in stock, for the possible implementation of this clause. In the event of seizure or any other action by a third party, the Buyer must notify T2S immediately. The Goods delivered and not paid for may be reclaimed, even in the event of receivership or liquidation, pursuant to Articles L.621-122 and L.621-124 of the French Commercial Code. Finally, in the event of the recovery of the Goods, T2S shall not be required to refund any down payments it may have received on the sale of said Goods, provided that the down payments can be offset against any other amounts owed to it by the Buyer.
10. COURTS WITH JURISDICTION
Any dispute relating to the application, interpretation or performance of the GTCS and related sales contracts shall be heard exclusively by the Saint-Etienne Commercial Court, even in the event of an incidental claim, third-party proceedings or multiple defendants.
These GTCS and all sales or work handled by T2S are subject to French law, are deemed to be of a commercial nature and are deemed to carried out between retailers.
The Goods marketed by T2S are compliant with the required specifications, applicable legislation and/or regulations and standards, and are guaranteed against manufacturing defects. Any defects shall be brought to T2S’s attention by the Buyer in the form of a registered letter with acknowledgement of receipt, and any apparent defects must be notified to T2S within forty-eight (48) hours as specified in Article “5. Reservations” above.
The warranty covers the refund, repair or replacement of the Goods delivered and presenting non-conformities and defects, as confirmed by our laboratory, however shall not give rise to any discounts. The exchange of the Goods or, if applicable, the restoration of the Goods to their original state under the warranty shall not result in an extension of the warranty term.
The warranty does not cover normal wear and tear nor any defects resulting from improper installation and/or use (not in accordance with T2S’s instructions and/or recommendations), or the modification of the Goods without T2S’s consent. The Buyer shall be responsible for the Goods’ conditions of use, and in particular for ensuring compliance by its agents with the safety rules and measures applicable to each of the Goods and the instructions for use provided with the Goods. These instructions are also available on the T2S website at the following address, which the Buyer hereby undertakes to consult: http://www.t2s.fr/ and to communicate to its customers.
If the Buyer is a distributor, it undertakes to ensure all after-sales service for the Goods.
The warranty shall not apply in the event of abnormal or negligent use of the Goods, failure to comply with the installation terms, conditions of use or storage, in the event of modification of the Goods without T2S’s consent, or in the case of force majeure event or external event affecting the Goods.
T2S’s total liability for any claim, liability or expense of any kind whatsoever (except personal injury) shall be limited to the amount of the disputed order. Consequential losses incurred by the Buyer are excluded from any claim for compensation. Consequential losses include but are not limited to: the loss of expected revenues, business interruptions, commercial losses, loss of earnings or any claims made by any third party against the Buyer. In any event, T2S shall not be held liable for any bodily injury or property damage of any kind whatsoever directly or indirectly resulting from negligence, misuse of the Goods or faulty or improper use of the Goods. Prior to any use, T2S recommends that users familiarise themselves with the instructions for use and the Goods’ characteristics, in order to ensure that the Goods are suitable for the intended use, and if necessary by conducting preliminary tests.
Furthermore, T2S shall inform the Buyer of the conditions of use and purpose of the Goods, in particular with regard to simple or connected safety garments, which are visual and/or audible warning devices only, and shall in no way be considered protective devices. As such, the Goods do not release the various operators (machinery users and operators) from their obligation to comply with the control and safety rules incumbent on them, as these devices are solely intended to draw their attention to the risks of collision, however under no circumstances can they protect them against potential collisions or accidents.
13. INTELLECTUAL PROPERTY
All intellectual property rights and know-how, proprietary technologies, patented or otherwise belonging to T2S and included in the delivered Goods and/or the delivered documents produced and supplied to the Buyer are and shall remain the exclusive property of T2S.
Any assignment or use of intellectual property rights or know-how by the Buyer must be the subject of a written contract or agreement between T2S and the Buyer.
14. PERSONAL DATA
T2S and the Buyer hereby undertake, as part of the collection and processing of personal data, to comply with the provisions of the French Data Protection Act (law no. 78-17 of 6 January 1978) as amended by law no. 2018-493 of 20 June 2018 relating to the protection of personal data and EU regulation 2016/679/EU dated 27 April 2016 relating to the protection of individuals with regard to the processing of personal data and the free circulation of such data (“GDPR”).
As the data controller, T2S processes personal data as part of the management of its customer relations, including its relationship with the Buyer, and for the purposes of performing the contracts entered into with the Buyer. The information collected is essential for such processing and is intended for the relevant T2S departments and, where applicable, its service providers and/or processors. This information is retained for the entire duration of the business relationship and for a maximum of three (3) years following the end of the business relationship. It is then archived for a further two (2) years. The Buyer’s employees and representatives have a right of information, access, correction, the right to be forgotten (right of erasure), the right to data portability, the right to obtain a copy of their data, the right to object on legitimate grounds and the right to withdraw their consent at any time to the processing of their personal data. These rights may be exercised by emailing T2S at firstname.lastname@example.org or by writing to T2S at Z.I. La Vaure – B.P. 20930- 42290 SORBIERS – France. T2S undertakes to respond to any requests no later than one month following receipt.
Certain Goods sold by T2S, including connected garments, may give rise to the collection of users’ personal data, according to the settings selected by the Buyer and/or the end user. Where applicable, as the data controller (as defined by French and European personal data regulations), the Buyer shall be responsible for ensuring that the data processing complies with all of these provisions.
15. FORCE MAJEURE
A Party’s liability cannot be invoked if the non-performance or delayed performance of one of its obligations as set out in these GTCS is caused by a force majeure event. The following are considered force majeure or unforeseeable events, as defined by Article 1218 of the French Civil Code: events beyond the Parties’ control, which they could not reasonably foresee, avoid or overcome, to the extent that the occurrence of such events makes the performance of the obligations entirely impossible.
The following circumstances in particular will be considered force majeure events, without T2S being required to establish that they meet the definition set out in Article 1218 of the French Civil Code:
- war (declared or undeclared), civil war, riots or revolutions, hijacking,
- sabotage, requisition, confiscation, nationalisation, embargo and expropriation,
- natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, lightning,
- epidemics or pandemics, i.e. the development and spread of a contagious disease on a national or international scale, such as all viruses belonging to the coronavirus family (SARS-CoV, SARS-CoV-2, also known as “Covid-19”, etc.),
- measures taken by the relevant authorities to limit the spread of an epidemic or pandemic pursuant to a declaration of a state of emergency in the event of a health-related disaster which, by its nature and seriousness, endangers the health of the population under Articles L.3131-12 et seq. of the French Public Health Code, in the context of a serious health threat (Articles L.3131-1 et seq. of the French Public Health Code) or outside of any declaration of a state of emergency, such as measures to prohibit and/or restrict the movement of persons and vehicles, the lockdown of cities or certain areas, temporary closures of one or more categories of establishments open to the public (businesses, shops, etc.), regulation of the conditions for accessing and operating one or more categories of establishments open to the public, etc.
- accidents, such as accidents involving tools, machine breakdowns, explosions, fires, destruction of machines, plants and facilities of any kind,
- transport interruptions or delays, carrier default of any kind, supply issues for any reason whatsoever, raw materials shortages, defective or poor quality raw materials,
- third-party default,
- boycotts, strikes and lock-outs of any kind whatsoever, work-to-rule strikes, occupation of factories and premises, work stoppage at T2S companies,
- acts of authority, whether lawful or unlawful, arbitrary or otherwise.
In the event of a case of force majeure as defined in this clause, the Party impacted by such event shall notify the other Party as soon as possible by email (confirmed by registered letter with acknowledgement of receipt), specifying the affected obligations and the steps taken to resolve the situation. Pursuant to French case law, neither Party may invoke a case of force majeure in order to obtain an exemption from a payment obligation.
The obligations will then be suspended for the period that the affected party is unable to perform them due to the force majeure event invoked.
If the force majeure event continues for more than one (1) year after its notification, the contract may be terminated by the first party to act, without penalties.
16. UNFORESEEABLE EVENTS
These GTCS expressly exclude the statutory regime covering unforeseeable events, as provided for in Article 1195 of the French Civil Code for all sales of T2S Goods to the Buyer. As such, T2S and the Buyer hereby agree not to invoke the provisions of Article 1195 of the French Civil Code and the regime for unforeseeable events provided for therein, hereby undertaking to assume their obligations even if the contractual equilibrium is disrupted by unforeseen circumstances upon conclusion of the sale, and even if the performance thereof would prove excessively costly, and to bear all the economic and financial consequences thereof.