General terms and conditions of sale
Clause n° 1 : Purpose and Scope
The general terms and conditions of sale detailed below define the rights and obligations of TREDIS (the seller) and its customer.
All deliveries and services are exclusively governed by these terms and conditions. Any reference by the buyer to its own commercial terms is deemed irrelevant. These conditions also apply to all future transactions. Any deviation from these terms must be explicitly accepted in writing by the seller.
Acceptance of the quotation/order form implies full and unconditional adherence by the buyer to these general terms and conditions of sale.
Clause n° 2 : Prices
The prices of goods sold are those in effect at the time the order is placed. They are expressed in Euros or US Dollars and calculated excluding taxes.
For deliveries and services within the European Union, the buyer must provide the seller with their valid intra-community VAT number prior to invoicing, to be billed accordingly and, if applicable, exempt from VAT.
For goods shipped from France to countries outside the EU, when transport is arranged by or on behalf of the buyer not established in France, the buyer must provide valid proof of export. Without such proof, the buyer will be required to pay French VAT at the current rate.
TREDIS reserves the right to modify its prices at any time. However, it commits to invoicing the goods ordered at the prices stated at the time of order registration.
TREDIS is not bound by its offers, which are intended solely to prompt a purchase offer from the customer. A contract is formed by the buyer’s order and written acceptance by TREDIS. If the acceptance differs from the order, it is considered a new offer with no binding effect on TREDIS.
Clause n° 3 : Delivery
Delivery is carried out as agreed in the contract. Commercial terms must be interpreted in accordance with the latest INCOTERMS stated in the contract.
TREDIS may make partial deliveries, provided the delivery of the remaining goods is guaranteed and the partial delivery does not result in significant additional costs for the buyer.
Delivery dates or timelines indicated by TREDIS are estimates only and non-binding. Therefore, reasonable delays in delivery cannot give rise to claims for damages, order cancellation, or contract termination by the buyer.
In the event of transport damage, the buyer must note specific reservations on the delivery slip and submit a claim directly to TREDIS within three days of delivery. If the buyer is responsible for transport, they must file the claim with their carrier and send a copy to TREDIS.
Clause n° 4 : Buyer’s Rights in Case of Product Defects
Apparent defects must be reported to TREDIS within 8 days of receiving the goods; other defects must be reported before the product’s optimal use-by date and within 8 days of their discovery.
Notification must be in writing and must precisely describe the nature and extent of the defects. Any product return requires prior agreement from TREDIS. The buyer must keep the packaging and contents of the non-conforming goods available for the seller.
If the product is defective or out of specification and the buyer has reported it in accordance with the terms, TREDIS shall either correct the defect or supply a defect-free product. If rectification fails, the buyer may request contract termination or a price reduction. Claims for damages are excluded.
Clause n° 5 : Liability and Legal Compliance
The buyer must comply with all legal and administrative regulations regarding the importation, transport, storage, and use of the product.
The buyer also agrees to consult the technical data sheet and the safety data sheet of the product before use and to follow all specified conditions of storage, handling, and use.
TREDIS is liable for damages only under conditions provided by law. However, it cannot be held liable for indirect or intangible damages such as loss of income, market opportunities, or loss of chance.
The limitation period for damage claims based on contract and/or tort liability is one year from the start of the legal limitation period.
Clause n° 6 : Payment Terms and Late Payment
Unless otherwise agreed in writing, payment terms are those stated on the invoice.
In cases of proven doubt about the buyer’s solvency—especially in the event of late payments—TREDIS reserves the right to revoke granted payment terms or to require advance payment or sufficient guarantees for future deliveries.
Non-payment of the purchase price by the due date constitutes a serious breach of contract. It also renders all outstanding amounts immediately due and gives TREDIS the right to cancel the sale without prior notice.
In the event of late payment, TREDIS may charge late payment interest at the European Central Bank refinancing rate plus 10 percentage points, and a fixed recovery fee of €40 in accordance with Article L.441-10 of the French Commercial Code, without prejudice to claims for further damages.
Clause N° 7 : Force Majeure
In the event of any circumstances beyond TREDIS’ control (natural disasters, war, pandemic, labor disputes, raw material or energy shortages, transport disruptions, equipment failure, fire, explosion, government action) that affect the availability of products, TREDIS or its supplier may be unable to fulfill their obligations. In such cases, TREDIS reserves the right to modify, suspend, or terminate the contract by simple notification, without liability or obligation to compensate the buyer.
This also applies if such events render TREDIS’ performance economically unreasonable. If such circumstances persist for more than three months, TREDIS may amend or terminate the contract without compensation to the buyer.
Clause N° 8 : Retention of Title
Goods remain the property of TREDIS until full payment of the purchase price. During the retention period, the buyer must insure the products against all damage.
Under this clause, TREDIS may reclaim the goods even without terminating the contract in the event of full or partial non-payment or if the buyer enters safeguard, receivership, or liquidation proceedings.
The buyer agrees to acknowledge TREDIS’ ownership rights in all circumstances that may affect this right (e.g., pledges, inventory during insolvency proceedings).
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Simple Retention of Title: Goods remain the property of TREDIS until the full purchase price is paid.
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Extended Retention of Title: If the buyer has paid for the goods but still owes TREDIS for other transactions, TREDIS retains ownership until all outstanding claims are settled.
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Retention with Authorization to Transform or Mix: If the buyer processes or combines TREDIS products with its own materials, it does so on TREDIS’ behalf. Retention of title extends to the transformed/mixed goods, but the buyer may use them if sufficient guarantees are provided.
At TREDIS’ request, the buyer shall provide any information needed to identify goods and receivables belonging to TREDIS. The buyer must label goods accordingly and notify its own customers of the assignment of receivables to TREDIS.