TIMAB Produits Industriels
Société par actions simplifiée
Siège social : 55 Bd Jules Verger 35800 Dinard – France
Tel : +33 (0)2 99 16 53 01
Société par actions simplifiée
Siège social : Presqu’île de Pen Lan 22610 Pleubian – France
Tel : +33 (0)2 96 22 86 39
Responsible for publication
Monsieur Bertrand Hemery
2 Rue Kellermann
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TERMS & CONDITIONS TIMAB INDUSTRIAL PRODUCTS
1. APPLICATION AND OPPOSABILITY
1.1 By placing any order with our company, you accept these terms and conditions (T&C). The company is bound exclusively by these T&C, and free from any customer purchasing conditions or purchase orders.
1.2. Any leeway in application of the stipulations detailed in these T&C does not provide proof of waiver, to be invoked against us at a later date. Our company reserves the right to change the T&C at any time.
2.1 To be considered definitive, orders must be placed in writing and receive written confirmation in the form of an order confirmation (OC).
2.2 By placing an order, you accept these T&C in full, as well as the pricing, terms of payment, and sums outstanding detailed in the contract (“the Contract”).
3.1 Products are delivered in line with the contracted Incoterm (CCI Incoterms 2010).
3.2 Our delivery times begin with the date of the OC, and are described in the Contract.
3.3 If a product is unavailable, we will inform the customer immediately, and have permission to make partial deliveries.
3.4 Any delivery not mentioned in the Contract will be deemed an additional service and will carry an additional charge. If delivered by a road haulier, unloading (from the time the lorry arrives until the time it leaves) should not exceed 120 minutes for a full lorry. If this time is exceeded, the customer will be billed for the waiting time.
3.5 Our company reserved the right to bill the customer for (i) all shipping costs arising from new taxes or other other fees introduced after the order was placed and (ii) any surcharge invoiced by our transport providers (shipping companies, ports, logistics companies, road hauliers) for circumstances beyond our control.
3.6 Deliveries must be made to the stated destination, which cannot be changed once the products have been shipped without the prior written consent of our company.
3.7 All products ordered and not received/picked up by the agreed deadline may incur additional charges.
4.1 Our prices are defined in the Contract.
Our prices are not guaranteed beyond the period or number of products mentioned in the Contract, without a prior sales agreement.
4.2 Our invoices are payable by bank transfer to our head office, 30 days from the date of invoice or according to the terms of the Contract. No discounts are granted for early payment.
4.3 If the customer’s financial or commercial status changed, we may at any time demand a deposit, refuse to complete the sale, or to provide new guarantees.
4.3 In addition to interest on late payments, any delay in payment will incur late payment penalties at the rate the European Central Bank applies to its most recent refinancing transaction plus 10 points and a recovery fee equal to 40 euros, without prejudice to any other damages and interests that our company may request due to the prejudice caused. Penalties are applied per day of delay. If a single invoice is not paid, or not paid in full, on the date it is due, then we reserve the right to, without notice and without prejudice to any damages and interests (i) demand immediate payment of all sums still owed, (ii) and/or suspend all current orders and deliveries, (iii) terminate the sales agreement for the billed products as of right, and of all other contracts if payment is not made within fifteen (15) days of the invoice becoming due.
4.4 Customers may not deduct compensation or discounts from our invoices, in particular for allegations of late delivery or defective products, unless we have been able to assess the reality of the dispute and submit our response in writing.
4.5 We have permission to process compensation for sums owed by the customer with any sum we may owe them. 4.6. If circumstances unforeseeably change while the contract is being carried it out, making execution of the contract too costly for our company (resale at a loss, in particular), and our company and the customer are unable to reach an agreement on a new price within two (2) months following our company’s renegotiation request, the sales agreement for the products will be terminated as of right, without incurring compensation for the customer.
5. Reservation of ownership clause
5.1 We reserve ownership of the products sold until the sale price, interest, fees and surcharges are paid in full, with payment only being considered complete when the sum is banked.
5.2 Risks are transferred to the customer upon delivery, in line with the chosen Incoterm (CCI 2010). The customer is therefore responsible for any destroyed or damaged products, or any other loss or damages caused by the products, that may occur during unloading, storage, handling, or transporting the products to the customer’s storage location or point of sale. As a result, the customer shall take every care when handling, keeping, and storing the products, and will take out an insurance policy to cover any damages or incidents that may affect the products, or be caused by them, from the moment they are delivered.
5.3 The goods remain the property of our company until they have been paid for in full. If the products are resold, our debt will be automatically transferred to the sum owed for the resold products. The customer here agrees to transfer all debts arising from the resale of unpaid products to us, and promises to repeat this transfer to approve opposability upon our first request, if proved necessary.
5.4 If an invoice is not paid or only paid in part when due, the products or any other products equivalent in type and quality will be immediately returned to us at the customer’s own risk and expense, upon our request. We can also collect products or any other products equivalent in type and quality from the customer’s premises, at the customer’s own risk and expense. The customer promises to allow us or any of our representatives to enter their premises to collect our products or any other products equivalent in type and quality.
5.5 If the customer enters insolvency proceedings, the products or their resale price may be claimed in line with legal and regulatory provisions.
5.6 If the products are claimed, we will compile an inventory or sequester the products held by the customer. Products in stock, of equivalent type and quality, will be found to correspond to unpaid debts.
6. COMPLAINTS & RETURNS
6.1 Upon delivery of the product, the customer should perform all necessary inspections to check that the delivery is as ordered (quantity, product type, labelling, physical and chemical properties, etc.).
6.2 The transporter must immediately be made aware of any complaint or reservation made during delivery, and it must be noted on the waybill (CMR or delivery note). The complaint or reservation noted during delivery must be confirmed with the transporter and our head office, in writing and by recorded delivery, within no more than three days of delivery. 6.3 By derogation, and in order to be admitted by our company, damage or inconveniences that cannot reasonably be attributed to delivery should be the subject of a complaint, submitted to our head office by letter or email within two (2) weeks.
6.4 In all circumstances, the customer complaint must include at least the batch number, quantity, delivery note number, product reference, and the date.
6.5. The customer also promises to provide our company with full proof of any complaints, reservations, or refused deliveries (weight tickets, test results, photos, etc.). With regard to complaints relating to the physical and chemical properties of our products in particular, it is the customer’s responsibility to send us a representative sample (at least 200g) for comparison to the control sample. Lastly, the customer must show that they have followed the product storage recommendations (detailed on the technical specifications).
6.6. For any complaint or reservation, the customer promises to make the products in question available to our company or any third party we appoint.
6.7. Products deemed defective by our company maybe replaced or compensated with a credit note for the purchase price of the products sold, as per the conditions described in article 7.3.
7.1 The products are guaranteed as compliant with French and EU regulations for the duration of storage listed on the technical specifications. Not all of our products have a use by date. The customer should ensure that the products are compliant with any other national regulations, if they are to be resold.
7.2 We will not be found liable for any defect or failing not caused by our actions, in particular for any defects caused by services for which the customer is responsible, including improper unloading, transportation, handling, and storage of products, nor for failure to follow recommendations, alterations, improper use of the products, or use for a purpose other than that originally intended. The customer is solely responsible for the resale conditions of the products, and in particular the setting and display of resale prices.
Our duty to trace and identify products ends at the point of delivery.
7.3 Our responsibility is limited to our choice of replacement for defective products and any costs for return postage and destruction of products. We cannot be held responsible for compensation for indirect damages and operating losses. This limitation also applies to all product warranties, including the guarantee against hidden defects and liability for defective products.
8. FORCE MAJEURE
We will not in under any circumstances be held responsible for failure to fulfill our contractual obligations due to an act of force majeure. Beyond its legal definition and interpretation, force majeure includes any event beyond our control, such as fires, floods, storms, earthquakes and other natural disasters, war, riots, or revolutions, strikes, shutdowns, or other industrial action taken by our staff or that of our suppliers and service providers, the occupation of a factory or premises, government decisions or executive orders, interrupted or delayed modes of transport, the inability to source raw materials, piracy, accidents, or technical failures on our production lines. We will inform the customer as soon as possible when we become aware that we cannot fulfill all or part of our obligations due to an act of force majeure. We will then be able to cancel the order and suspend its execution, or postpone delivery without the customer being able to claim any compensation. Customers can cancel the order without any penalty two months following the event.
The T&C, product orders, the Contract, and the sales relationship between the Parties are subject to French law. If a dispute arises, the Parties agree to meet before going to court. ANY DISPUTE ARISING FROM THE T&C, PRODUCT ORDERS, THE CONTRACT, AND THE SALES RELATIONSHIP BETWEEN THE PARTIES WITH REGARD TO THEIR VALIDITY, INTERPRETATION, EXECUTION, DELIVERY, CONSEQUENCES, AND RESULTS WILL BE SETTLED BY THE SAINT-MALO COURTS, EVEN IN AN EMERGENCY, WHEN INVOLVING SEVERAL DEFENDANTS, INCIDENT REQUESTS, OR CLAIMS ON WARRANTY.