GENERAL TERMS AND CONDITIONS OF SALE
LOUIS TELLIER  SAS

Registered Office : 116 Quai de Bezons – 95100 Argenteuil (France) – Tel : +33 134 113 838 – Fax : +33 134 111 850
Simplified Limited Company (SAS) with a share capital of €6 360 000
Trade and Company Register of Pontoise n° 49 259 93 86
Applicable as from 1st of January 2021

Placing an order implies unreserved acceptance by the purchaser of these sale terms & conditions and the reservation of ownership clause. All trade negotiations are based exclusively on these sale terms & conditions.

1.Object:
These sale Terms & Conditions apply to purchasers retailing and installing equipment for HORECA end-users (trade associated with human food, canteens, restaurants, hotels), and retailers selling directly to non-professional end-users for private use with regards to the sale of Louis Tellier SAS collections incorporating LT Louis Tellier, Gobel, Broncoucke, Yoocook & La Bonne Graine.

2.Acceptance of Orders:
All orders are registered without any undertaking as to delivery. Prices shall be notified in a document appended to the GTCS. In view of the fact that TG&C has a diversified distribution network, price reductions shall be stipulated by Tellier Gobel et Cie in category-specific terms and conditions of sale (“CTCS“) which are established according to specific categories of Purchasers. Pursuant to Article L. 4441-6 of the French Commercial Code (Code de commerce), Tellier Gobel et Cie shall send Purchasers, in the same category, its prices, completed by the GTCS and the CTCS. The prices, the GTCS and the CTCS together shall constitute the sole basis of the commercial negotiations and form an indivisible whole. Any order shall be governed by the GTCS/CTCS in force on the date on which the order is placed by the Purchaser. In regards of our diversity of network, every order will need to be accepted and notified by Tellier Gobel et Cie SAS. All cancellation (despite back orders) will have to accepted and written by Tellier Gbel et CIE. Specific items and packaging cannot be cancelled if fabrics is started or sourcing is done.

3.Weight & dimensions:
All weight and dimensions indicated in the catalogue are intended with a precision margin of +/- 5%. Any complaints relative to a lower deviation will not be accepted.

4.Freight & Shortage deliveries:
Shipment to Metropolitan France will be carriage free for deliveries of a net value of at least €450 ex-VAT. Should any article including a new price, be unavailable, remains of orders of a net value of under €200 ex-VAT cannot be delivered carriage free.
For orders below €450 before tax, a carriage cost will be applied:
--€15 ex-VAT for orders below €150 ex-VAT
--€20 ex-VAT for orders below €300 ex-VAT
--€25 ex-VAT for orders below €450 ex-VAT
Shipment to foreign countries, DOM-TOM and Corsica starts from Joué-Les-Tours in EXW conditions. FCA French borders incoterm 2020 can be used as France delivery conditions as on above.
TG&C SAS is authorised to make complete or partial deliveries. All partial deliveries must be considered as separate contracts, and in consequence, the Purchaser may not rely upon the fact that it has waited for the remainder of its order as a reason to delay payment for the partial delivery that has been made.

5.Shipment / Inspection on delivery:
The products and their packaging are always carried at the Purchaser’s risk, even when sold with carriage paid. It is therefore incumbent upon the Purchaser, where appropriate, to protect its rights vis-à-vis carriers, in accordance with Articles L. 133-3 et seq. of the French Commercial Code, which indicates as follows:
“The receipt of the transported items shall extinguish any claim against the carrier for damage or partial loss if, within three days of this receipt, not including public holidays, the recipient has not notified the carrier, by extrajudicial means or registered letter, of its reasoned protest.”
The Purchaser must record any reservations, which must be precise, reasoned and in writing, on the carrier’s receipt and must inform TG&C without any delay. Without prejudice to the actions to be taken vis à-vis the carrier, claims regarding apparent defects, missing products or the non-conformity of the products delivered in comparison with the products ordered or the dispatch note, must be made in writing within 15 calendar days1 following the arrival of the said products. Claims made after this time limit will not be acted upon by TG&C.
It is the responsibility of the Purchaser to provide evidence of the defects or anomalies it has discovered. It must allow TG&C or its representative all opportunities to observe the said defects and to remedy them. The Purchaser shall refrain from acting itself or from causing a third party to act to this end. In the event of apparent defects, missing products, or damage, evidenced in this way, TG&C’s liability is strictly limited to an obligation to replace the said products to the exclusion of all damages. Delivery times are given for information purposes only and cannot be guaranteed in any way. The Purchaser may not rely upon a delayed delivery as a reason to cancel the order, in any event, or to refuse products in the event of a partial delivery, or as a reason to claim damages. Deliveries shall be made in accordance with availability and in the order in which the orders were received.

6.Prices:
The prices of goods sold are those in force on the agreed date of delivery. They are expressed in Euros (€) ex-VAT for packaged products. They will therefore be increased by the current rate of VAT, the eco-participation* (French recycling tax) or environmental contribution**, as appropriate, and transport costs applicable on the date of the order.
TG&C SAS is entitled to alter its pricelist at any time with a 30 days’ notice. Where the price must be altered between registration of the order and delivery, TG&C undertakes to inform the purchaser.
Packaging and presentation referred to in this pricelist are for information only. We reserve the right to alter packaging and presentation units according to our products. Any specific packaging or presentation will be invoiced additionally.

7. Rebates & Discounts:
Prices in the pricelist are gross. Trade retailers, installers and retailers benefit from a regular discount confirmed by a special terms letter and agreement, this trade discount, taking account of the purchaser’s payment for certain services.
There will no discount for early payment.

8.Internet:
Should the Purchaser distribute or present TG&C products on the Internet, these activities must be carried out within the strict scope of application of these GTCS and comply with the charters for the distribution of TG&C products on the Internet, which TG&C shall supply to the Purchaser on request. In consequence, the Purchaser undertakes to inform TG&C of all sales of its products on the Interne. A special agreement allowing a purchaser to sell TG&C to a third party doing online distribution will have to be signed.
All promotional operation online for all TG&C products need to be approved by TG&C SAS.

9. Payment terms:
(Articles L.441-6 and D.441-5 of the French Commercial Code, French law no. 2001-420 of 15/05/2001 and European Directive no. 2000/35 EC of 29/06/2000).
Initial orders are payable in advance on pro-forma or COD by SEPA bank credit transfer or wire transfer. After the opening of an account confirmed by our financial department, our invoices are payable at 30 days from the end of the month by SEPA direct debit or magnetic direct bill of exchange.
In the event of default in full or partial payment for goods after the due date stated on the invoice, the purchaser shall pay TG&C default interest of 3 times the official interest rate. The official interest rate concerned is that in force on the date of default. This penalty is based on the total, including VAT, of the outstanding sum and runs from the due date for the price without the need for any prior formal notice to pay. In the event of delay in payment, in addition to default interest,
fixed recovery compensation of €40 will be applied. If these costs exceed €40, they may be invoiced on production of supporting documents.

10.Termination:
We formally reserve the right to terminate order agreements in the event of non-payment, even of a single instalment, whatever the impediment or grounds therefor, without such termination preventing TG&C from making a claim under its reservation of ownership clause.

11. Reservation of ownership:
Pursuant to the French law of 25/01/1985, as amended by the law of 01/07/1996, TELLIER S.A.S. retains the ownership of the goods sold until full payment of the price, in principal and incidentals. If the purchaser is in receivership or compulsory liquidation, TG&C S.A.S. reserves the right to claim the goods sold and unpaid for, in the collective procedure. As an essential and determining condition of these General Terms and Conditions of Sale, all sales of products to the Purchaser are subject to a retention of title clause. In consequence, the products delivered shall remain the property of TG&C SAS until payment in full of the whole price and of any incidental items. Failure to make payment on any of the due dates may lead
to the goods being reclaimed. The term “payment” is understood to mean the effective receipt by TG&C all sums due.

12. Return of Goods:
No return is accepted without the prior agreement in writing of TG&C S.A.S. Return requests must be made in writing. No return is accepted carriage due. To be accepted, any merchandise returned must:
- be in its original packaging.
- not have been used.
- be in perfect condition.
- include all the documents provided (notices, etc.).

The costs of return transport are payable by the client. Special orders are not taken back. Wooden articles (cutting boards, spatulas, etc.) are neither taken back nor exchanged. For any return or repossession at the request of the client, a deduction of 25% is applied for management costs. No reconditioning costs can be considered, whatever the grounds for the return.

13. Legal warranties:
In accordance with the SYNEG professional charter, the availability of spare parts that we foresee for a repairable product manufactured in our factories is 10 years from its launch date. The after-sales service of TG&C SAS makes exploded views of its products available to resellers and users to ensure maintenance of the devices. The After-Sales Service of TG&C SAS makes certain recalibration procedures available for resellers and users, in particular concerning professional scales, thus facilitating the repair of devices by the user or the reseller.
TELLIER GOBEL et Cie SAS products sold new in France are guaranteed against any manufacturing or material defect, on presentation of proof for 2 years from the date of purchase. In the event of a longer period indicated on the packaging, the period mentioned on the leaflet or the packaging prevails.
This warranty excludes fragile items made of wood, ceramic, or glass, as well as household appliances, used in the course of a professional activity. Beyond this period, the products can be repaired in our Argenteuil after-sales service workshop, after an estimate has been drawn up by our after-sales service.
The warranty applies, excluding wear parts such as blade, wheel, etc., or consumables, for normal conditions of use and maintenance. It does not include normal wear and tear of the product. This warranty does not cover any damage resulting from:
- shocks, falls, impacts, overload,
- misuse, negligence, non-compliance with the operating instructions, an error in commissioning, cleaning, and maintenance
- the use of non-compatible spare parts or accessories, or unauthorized modification or repair
It also excludes the following cases:
- overheating, prolonged exposure to flame or vacuum
- interior or exterior stains, discolorations, or scratches
- all accidents related to fire, flood, lightning etc ...
- direct or indirect damage due to a surge from a storm or work on the electrical network
- liquid infiltration on the electrical parts
- immersion of an unsuitable product, entry of dust, insects into the product,
- use of unsuitable water or consumables
- scaling (all scaling must be carried out in accordance with the instructions in the user manual)
- damage or malfunctions specifically due to use with a voltage, an electric frequency not in accordance with those specified on the nameplate.
The non-stick coating of Gobel moulds, without Bisphenol A, is guaranteed for 2 years in professional use against the formation of blisters and detachment, except for use in a bain-marie or in a dishwasher, and for use on a direct flame or temperature above 250 ° C. Any product manufactured since January the 1st of 2016 includes traceability of the batch of material used and the date of manufacture. Tinplate moulds and appliances are not guaranteed against rust. They should be wiped dry after cleaning by hand. Aluminium articles are not guaranteed against stains or oxidation resulting from use in a bain-marie or in the dishwasher.
This warranty does not apply to packaging or transportation problems during shipment of the product by its owner and / or reseller. The guarantees for the products of the brands of the company TELLIER GOBEL et Cie SAS do not affect the legal rights enjoyed by any consumer locally (in France legal guarantee of conformity referred to in articles L211-4, L211-5 and L221-12 of the code consumption as well as the legal guarantee against hidden defects referred to in articles 1641 to 1649 of the Civil Code), which cannot be excluded or limited, nor the legal rights towards a distributor from whom a product has been purchased.
TELLIER GOBEL et Cie S.A.S. cannot be held responsible for a poor description of its products by the distributor.
Modalities:
Any return for exchange or repair under the exercise of the warranty requires the prior written consent of TELLIER GOBEL et Cie S.A.S., and communication by the Sales Administration Department of an after-sales file number and a form to be completed.
To be accepted, any returned merchandise must:
- be in its original packaging,
- include all the documents provided (instructions ...)
- the after-sales service file number and the after-sales service return form
The return transport costs are the responsibility of the customer.

14.Treatment of EEEW (Electric and Electronic Equipment Waste): provision applicable in Metropolitan France and DOM-TOMs :
Pursuant to Decree no. 2005-829 of 20/07/2005 on EEEW completed by Decree no. 2012 – 617 of 2/05/2012 and Decree no.2014 – 928 of 23/8/2014, TELLIER S.A.S. is registered in the French national register of electric and electronic equipment producers (ADEME).
* «Household» EEEW:
Pursuant to changes in the law, small electric and electronic equipment which may be used by households will be subject to EEEW household legislation from 1/01/2015, including in sales between traders: The order dated 8 October 2014, amending that dated 13 July 2006 in application of article 2 of decree no. 2005-829 of 20 July 2005, concerning the composition of electric and electronic equipment and the elimination of such waste, provides: «Without prejudice to article L. 2224-14 of the French General Code for territorial authorities, electric and electronic equipment waste of commercial, industrial, institutional and other origin which, in type and quantity, is similar to that for household use and the waste from such equipment which may be used both by households and other users coming within a category other categories 5 and 11 of article R. 543-172-II of the French Environment Code until 14 August 2018 and, from 15 August 2018, within a category other than categories 3 and 7 of article R. 543-172-II of the French Environment Code, are considered as household electric and electronic equipment waste, within the meaning of article R. 543-173 of the French Environment Code, as from 1 January 2015.»
The distributor is obliged to repossess any used appliance brought by the user on purchasing new equipment or have it repossessed, without charge. The distributor is also obliged to inform consumers of the management cost of the EEEW, stating the amount of the visible contribution clearly on the sales invoice. EEEW contributions for small equipment appearing on this pricelist correspond to the scale in force with the eco-organisation as at 1/01/2015, which may change during the year. We advise you to take note of any change in the scales and the amounts stated on our invoices. Payment of this eco-contribution by the distributor and user enables the eco-organisation to fund end-of-life EEEW by the user bringing it to a collection point or by collecting it (at the user’s expense, for a volume below 500 kg or 2.5 m³).
** «Trade» EEEW:
The collection and recycling of EEEW exclusively for trade use (eg. electric tin openers and grinders) for Tellier S.A.S. is handled by VALORESTOPRO, managed by the Ecologic eco-organisation. Ecologic also deal with all the administrative and regulatory requirements (Waste Monitoring form, destruction certificate, etc.). The custodian of trade end-of-life EEEW – whether retailer, installer or user – is obliged to contact the Ecologic Eco organisation: by Internet at www.e-dechet.com or by telephone on +33 (0) 1 30 57 79 14, to organise its treatment, by the
custodian bringing it to an Ecologic collection point or by collecting it (at the custodian’s expense, for a volume below 500 kg or 2.5 m³). The distributor is obliged to inform trade users and custodians of EEE, by any appropriate means, of the collection and treatment of EEEW arranged by Tellier S.A.S. (article R. 543-195 III of the French Environment Code). A user or custodian discharging trade EEE, not requiring the collection and treatment arranged, is obliged to provide ADEME and the producer of the EEE with the information required for observation and treatment of this EEEW. (Decree no. 2014-928 of 19 August 2014 - article R. 543-199). The management cost of trade EEEW is met through an environmental contribution shown on this pricelist.

15. Force Majeure:
Tellier Gobel & Cie SAS shall not be liable for the non- or delayed performance of any of its obligations described in these Sale Terms & Conditions caused by an event of force majeure. For this purpose, force majeure means any external, unforeseeable, and irresistible event within the meaning of article 1148 of the French Civil Code.

16. Jurisdiction:
The contract of sale is governed by French law. All disputes relating to this sale, even in the event of a warranty claim or a plurality of defendants, shall, if the parties are unable to reach an amicable agreement, fall within the exclusive jurisdiction of the court in whose geographical jurisdiction Tellier Gobel & Cie SAS’s address for service is located. The dispute shall be brought therefore the Commercial Court of Pontoise (FRANCE).