TERMS AND CONDITIONS OF PURCHASE

TERMS AND CONDITIONS OF PURCHASE

Purpose of these terms and conditions

The present general conditions of purchase, supply and subcontracting (hereinafter referred to as the “General Conditions”) govern the contractual relationship between Tibbloc, an SME specializing in the rental of temporary energy solutions (hereinafter referred to as “Tibbloc”) and its External Service Providers and/or subcontractors (hereinafter referred to as the “External Service Provider”). The General Conditions are set out in the special conditions contained in a Tibbloc order form or a contract negotiated with the External Service Provider (in accordance with Article 1110 of the French Civil Code), hereinafter referred to as the “Order”. The specific conditions of the Order take precedence over the General Conditions.

The General Terms and Conditions may be revised or updated by Tibbloc to take account of legal, regulatory and operational developments. Changes will take effect upon publication on the Tibbloc website or notification to suppliers and subcontractors.

Control

The External Service Provider undertakes to submit a quotation in accordance with the requirements expressed by TIBBLOC. Once the quotation has been accepted by TIBBLOC, TIBBLOC will issue an Order. In certain cases, TIBBLOC may issue a letter of intent to order before issuing an Order. If, for reasons beyond TIBBLOC’s control, the letter of intent to place an order does not result in the issue of an Order, the External Service Provider waives any recourse or claim against TIBBLOC and shall not be entitled to claim any compensation whatsoever.

The Order defines the conditions under which TIBBLOC entrusts the External Service Provider with the performance of services and/or the delivery of supplies. The External Service Provider undertakes to carry out the services and/or deliver the supplies in compliance with all of the Order, and the contract concluded between TIBBLOC and its customer where applicable, and the regulations in force. The External Service Provider undertakes an obligation of result. He therefore undertakes to ensure that the performance of the services and/or the delivery of the supplies comply with the deadlines and technical requirements, and with the standards and regulations in force, particularly in terms of quality and safety. All services, even those not explicitly specified or described in the Order but necessary to achieve the results and objectives of the Order, are an integral part of the External Supplier’s obligations.

The Order is validly sent to the External Service Provider by electronic means. The Order accepted by the External Service Provider constitutes a firm and definitive commitment on its part and implies its adherence to the present General Terms and Conditions insofar as they do not contradict the specific conditions negotiated. Unless specifically provided for in the Order, the latter shall be deemed tacitly accepted by the External Service Provider within fifteen (15) working days of its issue date. Commencement of all or part of the Order implies unreserved acceptance thereof.

By accepting the Order, the External Service Provider acknowledges having received from TIBBLOC all the important and determining information, as well as all the answers and information to its requests for information, enabling it to commit itself in full knowledge of the facts, and in particular with regard to the issues and objectives arising from the Order and/or the main contract.

Unless otherwise agreed in writing between the parties, the Order replaces and cancels all oral or written agreements which may have been previously concluded between them in this respect, and may only be modified by a new agreement or amendment concluded in writing between the parties.

By express agreement, TIBBLOC shall be exempt from verifying the powers of the signatory, who shall in any event bind the External Service Provider.

The parties elect domicile at the address shown on the Order.

Prices and payment

The prices agreed for the performance of the services and/or delivery of the supply are indicated in the Order.

Invoices must be issued by the External Service Provider and sent to Tibbloc at the e-mail address given in the Order or, failing this, facturesfournisseurs@tibbloc.fr, the delivery note must be attached to the invoice. Payments will be made by Tibbloc according to the terms described in the Order or, failing this, 45 days end of month.

Any delay in payment will give rise, except in the event of fault or non-performance by the External Service Provider, to the application of interest equal to three (3) times the legal interest rate in force on the due date. The Supplier undertakes to send TIBBLOC a reminder by registered letter with acknowledgement of receipt. In the event of late payment, a fixed indemnity of forty (40) euros for collection costs will be applied in accordance with the provisions of article L441-10 of the French Commercial Code. Where late payment is the result of a breach by the External Service Provider, the latter shall not be entitled to claim late payment interest.

External service provider’s obligations

  • Delivery / Completion in compliance with the Order

The supplies must be delivered or the services must be performed at the address specified by Tibbloc and within the deadlines specified in the Order. The External Service Provider is responsible for delivering or performing the service within the agreed deadlines and for ensuring compliance with the agreed technical specifications, good engineering practice and applicable regulations.

  • Quality

The External Service Provider undertakes to supply goods and services of the highest quality, in compliance with current industry standards and agreed specifications. Any quality defect or non-conformity must be reported immediately to Tibbloc, which reserves the right to request an appropriate solution.

  • Safety, health and hygiene

Tibbloc attaches great importance to the security of the services provided by the External Service Provider. The latter must comply with current safety, health and hygiene standards, and in particular put in place the necessary measures to guarantee the safety of people and property. Tibbloc implements a safety charter with its External Service Providers

  • Legislative, administrative or regulatory compliance or qualification required according to the purpose of the Order

In accordance with current regulations, the External Service Provider must submit all documents proving that it has fulfilled its tax and social security obligations, and in particular those relating to the fight against undeclared work. More generally, the External Service Provider is required to comply with labor regulations in the main market. The External Service Provider undertakes to comply with all rules relating to respect for human rights, social protection, preservation of the environment, promotion of diversity, equal opportunities and the fight against discrimination, as well as all applicable laws and regulations relating to international sanctions, money laundering and the financing of terrorism, the fight against fraud and corruption.

  • The legal warranties applicable according to the purpose of the Order (perfect completion, proper functioning, against hidden defects, ….) in force.

Failure by the External Service Provider to meet its obligations

  • Failure to deliver or perform will result in the application of the following penalties for non-performance

In the event of delay or non-compliance, Tibbloc reserves the right to take the following measures:

  1. Refusal of delivery: Tibbloc may refuse to accept goods or services that are not in conformity or are delivered late.
  2. Claim for compensation: Tibbloc may claim compensation for any loss suffered as a result of delayed or non-conforming delivery.
  3. Termination of contract: Tibbloc may terminate the order in the event of repeated non-compliance with delivery deadlines or the quality of the goods or services supplied.
  4. Seeking alternative solutions: Tibbloc may seek alternative solutions from other suppliers or subcontractors to meet its needs.
  5. In the event of delay, Tibbloc reserves the right to apply penalties to the External Service Provider. Penalties for late payment are set at 1% of the total amount of the order, excluding VAT, per calendar day of delay, without prior formal notice. All consequences resulting from such delay or default shall be borne by the defaulting Service Provider.
  • External service provider failure / warning procedure

TIBBLOC shall give formal notice to the External Service Provider by registered letter with acknowledgement of receipt to remedy the defects and generally to perform its contractual obligations within five (5) working days or any other period specified in the formal notice. If the External Service Provider fails to comply with this formal notice, TIBBLOC may perform the unfulfilled contractual obligations itself or have them performed by a company of its choice. Any charges resulting from the intervention of the External Service Provider or the newly appointed company will be borne by the defaulting External Service Provider, whether in terms of price or time. The extent or repetition of defects and/or unfulfilled obligations may lead to termination under the conditions set out in the General Terms and Conditions. In all cases, the External Service Provider shall bear all the consequences of its failure and shall compensate TIBBLOC for all the damage suffered.

Liability / Insurance The External Service Provider shall be liable for any damage caused to third parties in the performance of its obligations under the Order and shall indemnify TIBBLOC against all claims and actions brought against the latter in this respect, for as long as TIBBLOC may be held liable. The External Service Provider assumes personal custody and protection of its materials, installations, work and equipment (even if these have been paid for in whole or in part by TIBBLOC) and those made available to it by TIBBLOC or the end customer. He is solely responsible for them until acceptance by TIBBLOC and/or the end customer. As a result, he alone is liable for any damage, theft or destruction, and will be responsible for any necessary repairs or replacements. The External Service Provider undertakes to take out, at its own expense, all insurance cover necessary to cover the liabilities it incurs as a result of the performance of the Order, for all bodily injury, property damage and consequential loss. At TIBBLOC’s request, the External Service Provider will send the required insurance certificates.

Acceptance of subcontracted services :

Tibbloc takes delivery of subcontracted services to ensure that they comply with the specified requirements. Acceptance may be conditional or final, depending on the criteria and deadlines defined in the contract.

Privacy and RGPD

  • All documents or information provided by TIBBLOC to the External Service Provider for the execution of the Order, or issued during its execution, or those produced by the External Service Provider are strictly confidential. The External Service Provider undertakes not to use them other than for the purposes of the Order. The External Service Provider undertakes to respect and to impose this obligation of confidentiality on the members of its staff and also on its own subcontractors and any suppliers for the entire duration of the Order and, unless otherwise specified in the special conditions, at least for five (5) years from its expiry date for any reason whatsoever, unless the end customer imposes another deadline. However, the External Service Provider is not liable for the disclosure of information if it is in the public domain or has been legitimately obtained from other sources.
  • In the event of the processing of personal data in connection with the Order (the “Processings”), TIBBLOC and the External Service Provider undertake to comply with their obligations under the regulations in force and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter the “RGPD”). Each party is responsible for the Processing that it implements alone.

Intellectual Property

The price of the Order includes the acquisition of all intellectual property rights over all the elements making up the results of the service and/or supply covered by the Order. Consequently, the External Service Provider assigns, and guarantees the assignment by any subcontractors and suppliers, on an exclusive basis to TIBBLOC, all rights of exploitation of these specific elements, in particular the rights of reproduction, representation, translation, adaptation and marketing, on all media and for all modes of exploitation. The External Service Provider expressly waives the aforementioned rights and only TIBBLOC shall be entitled to exercise these rights. This transfer is made for the duration of the intellectual property rights, in all countries and in all languages. This transfer of intellectual property takes place as and when the services are performed or the supply is delivered.

The External Service Provider is prohibited from filing and/or registering any intellectual property rights. (i) relating to any element or information that TIBBLOC may make available to it, or (ii) that it has created in the context of or in connection with the Order.

The External Service Provider guarantees TIBBLOC against any claim or action brought by a third party due to the infringement of its intellectual property rights and undertakes to pay any compensation to this third party so that TIBBLOC cannot be sued, nor can the services and/or supplies be delayed and/or interrupted. The External Service Provider shall indemnify TIBBLOC against all consequences of any such claim or action brought during or after performance of the Order.

The External Supplier guarantees that the supplies are not subject to any industrial or artistic property claims (patents, trademarks, designs and models), and that photographs of the supplies may be reproduced on any medium, including the Internet, unless the External Supplier decides otherwise by registered letter with acknowledgement of receipt.

Cancellation

  • Without fault on the part of the External Service Provider: The Order may be terminated as of right by TIBBLOC, in whole or in part, by registered letter with acknowledgement of receipt, subject to one (1) month’s notice, without payment of compensation. Within this period of notice, the External Service Provider undertakes to provide all necessary documents and information, which are a condition of payment of the invoices issued.
  • In the event of fault or default on the part of the External Service Provider: TIBBLOC may terminate all or part of the Order to the detriment of the External Service Provider in the event of the latter’s failure to meet its obligations, and in particular in the following cases: (a) in the event of serious or repeated non-performance of one of its contractual obligations, which has been the subject of a formal notice that has remained unsuccessful for five (5) working days or any other period specified in the formal notice; (b) in the event of deception or serious misconduct (particularly in terms of safety) duly established without prior formal notice. The External Service Provider shall be liable for the consequences of termination, in particular the financial consequences of issuing a new purchase order with another supplier, the repair of damage or defects relating to the services and/or supplies, and any penalties or damages that may be incurred by TIBBLOC.

Miscellaneous

  • The External Service Provider undertakes to submit to all controls relating to the performance of its obligations. In particular, it authorizes TIBBLOC to have free access to its premises so that the latter can check at any time the progress of the services / supplies covered by the Order.
  • If any clause herein is declared illegal, null or void pursuant to any law, regulation or final decision of a competent French court, it shall be deemed unwritten. The other clauses shall retain all their force and scope, it being specified that the parties shall, by mutual agreement, agree to replace the invalidated provision(s) by means of an amendment, without however upsetting the general economy and balance of the Order.
  • No tolerance or inaction on the part of either party shall be construed as a waiver of its rights under the Order.
  • As the Order is concluded intuitu personae with the External Service Provider, the latter shall refrain from assigning or transferring, in any manner whatsoever, and in particular in the form of assignment or lease management of its business, contribution to a company or, as the case may be, transfer of securities or change of control, the rights and obligations resulting therefrom, without the express, prior and written consent of TIBBLOC. Furthermore, the External Service Provider shall refrain from subcontracting all or part of the Order without the express prior written consent of TIBBLOC.
  • The External Service Provider is prohibited from using TIBBLOC trademarks, names or logos without the prior written consent of TIBBLOC.
  • The External Service Provider is careful to expand its customer portfolio to avoid any situation of economic dependence on TIBBLOC. On request, the External Service Provider undertakes to provide proof.

Applicable law and jurisdiction

The law applicable to the present contract is French law. The application of the Vienna Convention of April 11, 1980 on the International Sale of Goods is expressly excluded.

For any dispute relating to the execution, interpretation or continuation of the General Terms and Conditions and the Order, the Lyon Commercial Court shall have exclusive jurisdiction, even in the event of a third-party claim or multiple defendants.