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Trelleborg e-shop General Terms and Conditions of Sale

(APPLICABLE WITH EFFECT FROM 01/12/2017)

The general terms and conditions of sale are entered into by the entity stated on the order form (hereinafter, the "Customer") and Trelleborg Coated Systems France, a simplified joint-stock company with a sole shareholder (société par actions simplifiées à associé unique) with capital of €2,927,000, having its registered office at 3, rue de l'industrie, 68700 Cernay Cedex and registered on Mulhouse Companies Register under number 502 705 908 (hereinafter, "Trelleborg")

Article 1 - DEFINITIONS

In the scope of these general terms and conditions of sale, the terms used hereinafter shall have the following meanings, whether used in the singular or plural:

  •  "T&Cs": mean these general terms and conditions of sale of Trelleborg products;
  •   "Order": mean any order placed by the Customer via Trelleborg's online shop; 
  •  "Customer": mean any moral person acting in a professional capacity, who wishes to purchase Trelleborg products via the www.Trelleborgprintingshop.com website;
  • "Username": mean the username and password required for login provided to the Customer after registration on the Website;
  • "Products": mean Trelleborg products listed on the Website; 
  •  "Website": mean Trelleborg's online shop which is accessible via the www.Trelleborgprintingshop.com website.
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Article 2 - PURPOSE

The purpose of the T&Cs is to stipulate the legal, technical and financial terms and conditions of sale applicable to the Products ordered by the Customer from Trelleborg via the Website.

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Article 3 - APPLICATION AND AMENDMENT OF THE T&Cs

3.1 – Unless otherwise expressly stipulated, the T&Cs apply to all Orders placed by the Customer on the Website. 

3.2 – Each customer, who places an order with Trelleborg, acknowledges that it has read the General Terms and Conditions and unconditionally accepts them, including inter alia, the limitations of liability and warranties.

3.3 – The General Terms and Conditions shall prevail over the customer's terms and conditions of purchase.

3.4 – Any Term or Condition, which differs from the general terms and conditions, must be expressly agreed by the parties in order to be binding on Trelleborg.

3.5 – Trelleborg reserves the right to amend the General Terms and Conditions without notice.

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Article 4 - ORDER PROCEDURE

4.1 – Each Order of Products must be placed using the section on the Website intended for this purpose.

4.2 – In accordance with Article L.121-16-1 III of the French Consumer Code, Customers shall be entitled to a withdrawal right, which is strictly limited in accordance with the provisions of the French Consumer Code. The right of withdrawal only applies to standard Products and not to make-to-order Products. If relevant, Customer shall have a right to return the ordered Products during a period of 14 (fourteen) days with effect from the delivery date of the Products, without being required to provide a reason or pay any penalties. 

4.3 – Orders shall be confirmed and shall only become binding on Trelleborg after issue of the Order confirmation, which shall take place on receipt of payment.

4.4 – Any amendment or cancellation of an Order requested by the Customer may only be taken into account if the request is made in writing before the Products are produced or dispatched.

If Trelleborg does not accept the amendment or cancellation, the deposits shall not be refunded.

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Article 5 - DELIVERY AND RETURN

5.1 – Delivery of Products

5.1.1 – Unless otherwise stipulated, the Product(s) shall be delivered Ex Works at Trelleborg's premises. The Customer shall bear all costs and risks of carriage. 

5.1.2 The Customer shall be responsible for checking the condition of the packages and Products on delivery at the invoicing address and, if relevant, make any appropriate claim against the carrier in accordance with the requirements and deadlines laid down by law.

5.2 – Ownership of the Products

5.2.1 – The Customer shall become liable for the Products with effect from delivery thereof.  It shall assume all risks of carriage, storage and/or use. 

5.2.2 – The Customer's shall take full and complete ownership of the Products only with effect from full payment of the Order. 

5.2.3 – Unless otherwise stipulated in writing, in the event where the Customer returns the Products to Trelleborg, any deposit already paid shall be kept, without prejudice to any compensation which Trelleborg may subsequently claim. 

5.3 – Delivery Times

Delivery times are provided for information purposes only. In the event of delay, no penalty or cancellation shall be accepted by Trelleborg, unless special terms and conditions are expressly accepted by the latter. 

5.4 – Product Returns

Any Product return must be the subject of a formal agreement between the parties. The Customer shall bear all costs and risks of return at all times, unless otherwise stipulated in writing.

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Article 6 - INTELLECTUAL PROPERTY

6.1 – The Customer acknowledges and accepts that the elements (inter alia, editorial content, illustrations and videos in addition to trademarks, logos and graphics) comprising the Website and the Products are protected by intellectual property rights, including inter alia copyright, and are the exclusive property of Trelleborg.

6.2 – The Customer is informed and acknowledges that the Website may contain Confidential Information or information protected by applicable intellectual property law or any other law. The Customer undertakes to refrain from amending, leasing, borrowing, selling, distributing said content or creating derivative works incorporating all or part of said content, unless it has been granted Trelleborg's prior express permission. 

6.3 – The Customer is prohibited from, directly or indirectly, copying, amending, creating a derivative work, inverting the design or assembly or attempting in any other way to retrieve the source code (except in the cases permitted by law), selling, attributing, sublicensing, transferring in any way whatsoever, any right relating to the Elements of Intellectual Property. 

6.4 – Termination of the business relationship between Trelleborg and the Customer, due to any reason whatsoever, shall have no effect on this clause which shall remain in force.

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Article 7 - PERSONAL DATA PROTECTION

Trelleborg undertakes to comply with its obligations relating to personal data law and, inter alia, Act No. 78-17 of 6 January 1978 on data protection and Regulation (EU) No. 2016/679 of 27 April 2016.

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Article 8 - PAYMENT TERMS

8.1 – Price

The Products shall be provided at the price in Euros applicable when the Order is placed and taking into account the VAT applicable on the Order date. Any change to the VAT rate may be passed on to the price of the Products.

8.2 – Payment Terms

Payment of each Order shall be made in accordance with the following terms and conditions: 

- invoices issued by Trelleborg shall be payable in Euros, including tax, subject to no discount,

- payment shall be made with effect from the issue of the invoice.

8.3 – Late Payment and/or Non-Payment

Without prejudice to any compensation, the Customer's non-payment of an invoice on the due date shall automatically give rise to: 

- Application of late payment interest equal to three (3) times the statutory interest rate, subject to no formal demand with effect from the first date of late payment; 

- Bank charges and additional administrative fees (debt recovery monitoring, reminder correspondence and telephone expenses, resubmitting declined direct debit instructions);

- Application of a fixed debt recovery fee of €40 applicable to business transactions laid down by Article L.441-6 of the Commercial Code or any superseding provision;

- Immediate suspension of the Service at Trelleborg's discretion; 

- Automatic termination of the contractual relationship ten (10) days after Trelleborg issues a formal demand by recorded delivery (signed for), without effect. 

Notwithstanding the foregoing, Trelleborg reserves the right to suspend the Order up until the price is paid in full.

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Article 9 - CONFIDENTIALITY

9.1 – The Customer undertakes to observe the confidentiality of Confidential Information and all information which it learns in the scope hereof, with the exception of information available in the public domain. 

9.2 – The Customer shall refrain from disclosing these elements to any third party and undertakes to use them solely for the purpose of using the Website.

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Article 10 - WEBSITE UNAVAILABILITY

10.1 – Trelleborg reserves the right to make the Website temporarily unavailable at any time, with or without notice, including inter alia with the objective of carrying out support and maintenance services or updating the content or presentation thereof. As far as possible, Trelleborg shall inform the Customer regarding such an operation in advance. 

In addition, the Customer acknowledges that the Website may be unavailable due to reasons beyond Trelleborg's control and the latter cannot consequently guarantee uninterrupted access.

10.2 – In any event, Trelleborg shall not be held liable for any unavailability and/or dysfunction of the Website, due to any reason whatsoever.

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Article 11 - LIABILITY

11.1 – Customer's Liability

11.1.1 – The Customer undertakes to comply with Trelleborg's recommendations relating to installation and use of the Products supplied by Trelleborg.

11.1.2 – The Customer undertakes to refrain from carrying out any work at its own initiative to the Products supplied by Trelleborg.

11.1.3 – The Customer shall automatically be held liable rather than Trelleborg in the event of any amendment or damage.

11.2 – Trelleborg's Liability

11.2.1 – Trelleborg shall not be held liable if performance or late performance of one of its obligations results from a force majeure event as defined by Article 1218 of the Civil Code and French case law. In this scope, Trelleborg shall not be held liable for any late performance and no compensation may be claimed. On recording a force majeure event, Trelleborg must promptly inform the Customer that it is unable to perform its work in accordance with the terms and conditions stipulated in the T&Cs.

11.2.2 – Trelleborg's liability shall be limited solely to direct damage and the amount of compensation which Trelleborg may be ordered to pay the Customer is expressly limited to the total of the amounts owed by the Customer during the six (6) months prior to the claim, regardless of the type of action.

11.2.3 – In any event, Trelleborg shall not be held liable for any indirect damage.

 
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Article 12 - WARANTY

Trelleborg undertakes to provide a warranty to the Customer in accordance with the terms and limits stipulated hereinbelow. 

12.1 – Products supplied by Trelleborg are covered by a six (6) month warranty with effect from the delivery date.

12.2 – In order to benefit from the warranty, a Product must be first submitted to Trelleborg's after-sales service, which must grant approval of any replacement. Unless otherwise expressly stipulated, any costs of carriage shall be borne by the Customer, who may not claim any compensation in the event of the Product being immobilised pursuant to application of the warranty.

12.3 – Any work to the Products carried out by persons who are not authorised by Trelleborg shall automatically give rise to the termination of the warranty. Work carried out pursuant to the warranty shall not result in extending the Product warranty, unless otherwise stipulated by statutory provisions. 

12.4 – The warranty does not cover damage which occurs due to non-compliance with the instructions for use or installation of the Products, the Customer's negligence, amendments made to the Products, even if they are mandatory, in accordance with changes in regulations, use of the Products for a purpose other than the intended purpose, defects and damage caused by normal wear and tear, occurrence of a force majeure event, accidents and consequences of acts of vandalism, lightning, fire, water damage and bad weather.

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Article 13 - MISCELLANEOUS PROVISIONS

In the event where any provision of the T&Cs is held null, invalid, non-binding in law or unenforceable, this shall not result in the remaining provisions of the T&Cs being held null, invalid, non-binding in law or unenforceable, which shall retain their full force and effect. However, the parties may mutually agree to replace the invalid provision(s).

The T&Cs and all Orders deriving therefrom shall cancel and supersede any prior or existing agreements, undertakings, discussions or negotiations between the Parties with the same purpose as the latter. 

Trelleborg's failure to enforce application of any clause of the T&Cs or tolerate non-performance on a permanent or temporary basis shall not be deemed in any event to be a waiver thereby to exercise its rights pursuant to the T&Cs.

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Article 14 - GOVERNING LAW AND COMPETENT JURIDICTION

The T&Cs are governed by French law.

The courts of Mulhouse shall have exclusive jurisdiction to hear any dispute arising between Trelleborg and the Customer relating to application of the T&Cs and/or formation and/or performance and/or termination of the T&Cs and/or the Order Form, even in the event of urgent proceedings, proceedings against the guarantor or proceedings involving several defendants.

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