GENERAL CONDITIONS OF SALE

Applicable from 1 JANUARY 2024

Edilians is a company specialising in the manufacture and commercialisation of building materials supplying mainly building distributors and professionals (hereinafter “the Vendor”). These general conditions of sale (“GCS”) determine the conditions in which the Vendor proposes to professional clients (hereinafter the “Buyer(s)”) the sale of its products (the “Product(s)”). Since these GCS are automatically handed over to or sent to each Buyer, an order placed by a Buyer implies the latter’s full and complete acceptance of these conditions, which the latter declares to have previously read. No special condition of the Buyer, notably of purchase, may override these conditions without the Vendor’s prior written acceptance.

I - SALES

Unless otherwise stipulated, all our proposals, whether in relation to quantity, quality or prices, are only valid for a period of eight (8) days and within the limit of available stocks. The orders, including those taken by our representatives, are only accepted after written confirmation by us. The sale is deemed concluded and takes effect on the date of the said confirmation.
The Vendor’s acceptance of the order shall also be deemed to be effected by dispatch of the Products and/or sending of the invoice.
Our prices, catalogues or advertising documents do not constitute an offer and we reserve the right to withdraw, without notice, a product or to modify its characteristics. The updated characteristics of the Vendor’s Products are available to the Buyer on the Vendor’s website www.edilians.com or from the Vendor the latter remaining at the Buyer’s disposal to confirm his choice. There may be slight differences in shades of tiles and/or accessories of the same colour from different manufacturing sites. You are advised to mix the products to make less visible slight differences in colour inherent in the raw material and the firing process.
The colours/drawings/pictograms shown on the photographs do not constitute an obligation of result and may not be exactly true to reality.

II – PRICES

Except by special agreement, the Products are sold at the price in force at the time of delivery. The prices in the current catalogues, prospectuses or price-lists are for illustrative purposes only and may be revised without notice at any time by the Vendor depending on changes in economic conditions, especially in the case of important variations in the price of raw materials and any other economic factors. The prices are given exclusive of tax. Price reductions (rebates, discounts) may be granted in the form of special conditions of sale, particularly through special agreements.

III – DELIVERY

3.1 Packaging

Our products are delivered, packed according to the methods in force when they are manufactured. In the case of delivery on returnable palettes, the amount of the deposit is indicated on the invoice and payable under the same conditions as the products. The Buyer shall also be invoiced for any costs incurred in repairing the palettes and in logistics. Deposits are only due for repayment after return of the palettes in question, and within the time indicated by the Vendor. In no way do these deposits amount to a sale or entail any transfer of title.

3.2 Stowing and loading

The stowing of Products must be in compliance with generally accepted practices and according to the conditions set out in the Vendor’s loading guidelines. The Buyer is invited to be present during loading and no claim can be accepted once loading is completed.

3.3 Transport and transfer of risk

Unless there is agreement to the contrary by the parties involved, the Products : are delivered “ex-works” of the Vendor INCOTERMS (ICC 2010)
- are made available to the Buyer either on the premises or on the lorry, and:
- transportation is at the risk of the Buyer.
Deliveries are dependent on the availability of the Products and transport and are processed in the order in which the orders are received. Dates of delivery given by the Vendor are only guidelines. In the case that these dates are not adhered to, there can be no deduction or compensation.
However, if the Buyer has not received delivery by the date indicated he may cancel all or part of the order within 7 (seven) days. The indicated delivery time is suspended in the case of any event beyond the control of the Vendor resulting in the delay of the delivery.
In all cases, delivery by the due date can only take place if the Buyer has met all his obligations to date to the Vendor. As the carriers are liable for averages, losses, etc pursuant to Article L.133-1 of the Code of Commerce, it is the consignee's responsibility, pursuant to the said Article L.133-3, to carry out the verifications necessary and claim themselves against the carriers.

3.4 Unloading/handling

When transport is effected by the Vendor, the Buyer must ensure that he has all the means needed to unload the Products at the delivery site.
In the case of deliveries to worksite or to a company designated by the Buyer the Products are deemed delivered and received when the lorry arrives on the worksite or on the premises of the company and before unloading of the Products, regardless of whether they are delivered in bulk or on palettes. Unloading is chargeable to and the responsibility of the Buyer.
The Buyer undertakes to unload the Products, bearing the costs, as soon as possible after the arrival of the Products. The Buyer shall be deemed responsible for any late unloading and bear the resulting costs. The deliveries are only made on easily accessible worksites and company premises.
The consequences of difficult access and any resulting damage to or by a vehicle of the Vendor shall be borne by the Buyer.
The Vendor shall be free to refuse to make the delivery in places which could entail risks in relation to safety or damage to vehicles.

3.5 Reception

In all cases it is incumbent on the Buyer to ensure reception and recognition of delivery. Notwithstanding the measures to be taken in respect of the carrier, claims concerning visible defects or non-conformity of the Products delivered to the Products ordered or to the dispatch note must be notified in writing to the Vendor within eight (8) days of delivery of the Products.
No claim relating to any visible defects or non-conformity of the Products may be submitted after the expiry of this time limit.
For the non-visible characteristics of the Products - and for these alone - the Buyer has a time limit of eight working days as of delivery to request the Vendor to have tests conducted in the conditions specified in the standards in force, by a body jointly appointed by the two parties. The samples shall be taken in the presence of both parties. While the tests are being conducted the party who is in possession of the Products shall be responsible for them until the results are communicated. If the said results meet the requirements and standards in force the Buyer cannot refuse the delivery and shall bear the cost of the tests, which, otherwise, shall be borne by the Vendor.

3.6 Force Majeure

The Vendor shall not be held liable for any failed or late delivery due to a case of force majeure as defined by statute or case law

IV – GUARANTEES

4.1 30 year commercial guarantee on Products made of terracotta.

All terracotta tiles and accessories (excluding all photovoltaic and/or thermal Products) are guaranteed for a period of 30 years from the date of purchase (on presentation of proof of purchase) as follows :

4.1.1 Traditional Products (products governed by AFNOR standards)

For traditional products, the Vendor’s guarantee is limited to the conformity of the products to AFNOR standards in force at the time of delivery. Consequently, aesthetic inconsistencies tolerated by AFNOR standards are not covered by the Vendor’s commercial guarantee.

4.1.2 Non-traditional products (not governed by AFNOR standards)

As regards non-traditional products, the Vendor’s guarantee covers the products’ conformity to the requirements imposed under the technical notice or any other equivalent formality, and its compliance, if appropriate, with the particular specifications defined by the procedure, inforce at the time of delivery.

4.1.3 Implementation of the guarantee

The replacement of Products or the supply of supplementary Products does not entail the creation of new guarantee conditions and does not prolong the original conditions of the existing guarantees. The Vendor reserves the right to supply a different type of Product if the Vendor has ceased marketing the Products requested at the time of implementation of the guarantee.
The guarantee’s implementation is conditional on the Products being used for the purposes for which they are intended. The Vendor does not guarantee the water-tightness of the roof when terracotta accessories not part of its product range are used. Moreover, any guarantee is excluded for damage or accident(s) stemming notably from negligence, lack of maintenance, natural wear, or in the case of abnormal use of the Product. Moreover, to benefit from the guarantee, the Products must be used in compliance :
-with the rules of the Unified Technical Document (D.T.U. – Document Technique Unifié) published by the Centre Scientifique et Technique du Batiment (Building Scientific and Technical Centre) in force on the day of the order and concerning the Product in question.
-or, if there is no D.T.U., with the best practices for traditional products and the rules of use defined by the technical notice, D.T.U., or professional rules for the products that are subject to it.
The sole obligation, to the exclusion of all others, incumbent upon the Seller under this warranty, consists of replacing products accepted by the Seller as defective or non-conforming at the time of delivery by identical or similar products, depending on availability, specifying that the labour associated with such replacement remains at the Buyer's expense.
Regarding hidden defects, the liability of the Seller is outlined in Articles 1641 et seq. of the French Civil Code. Furthermore, the Buyer has a period of 2 years after identifying the defect to implement the legal warranty for hidden defects, this warranty period being limited to 5 years from the date of purchase of the product. It is also specified that the liability of the Seller is strictly limited to the
replacement or refund of the Product in question, excluding any damages. In no manner or form can the Vendor guarantee the compatibility of its products with any sort of enamelling. Consequently, in the event of a claim concerning enamelled Products, for the claim to be considered by the Vendor the claimant must provide proof that a prior test to establish compatibility between the tile core and the enamels produced a positive outcome.

4.2 Guarantee on non-terracotta Products (Trade Products, Solar products, Functional accessories (in particular the Tectys range), Airtightness products (in particular the Coveo range), Insulation products) 

New Products are guaranteed in the conditions and legal time frames defined in Articles L211-4 to L211-13 of the Consumer Code (legal conformity guarantee) and in Articles 1641 to 1648 of the Civil Code (legal guarantee against hidden defects).
Implementation of the guarantee is conditional on the Products being used and applied according to best practices in conformity to the D.T.U. of the profession generally governing the Product (in particular, DTU Implementation 40.29 for Products from the “Coveo” range). The Vendor’s guarantee is limited purely and simply to the replacement, in the conditions of the order, of the Products recognised as defective.

4.2.1 Trade Products (Products not manufactured by the Vendor)

All trade Products (excluding those made of terracotta) supplied with the terracotta tiles and accessories are guaranteed for a period not superior to that stipulated by the supplier of the said Product. The guarantees applying to these Products can be obtained from the Vendor.

4.2.2 Solar Products

The guarantees applying to solar Products may be consulted on the website www.edilians.com in the “Solaires/Solar” sub- tab of “Documentations” tab, or from the Vendor by request.

V – PERFORMANCE OF THE ORDERS

In the case of late performance of an order attributable to the Buyer, the Vendor may, as of right, cancel all or part of the order within seven (7) days without prejudice to all damages that might be claimed by the Vendor.

VI – INVOICING – PAYMENT – PENALTIES

In the case of a dispute arising in relation to a delivery the Buyer may not use this as a pretext for suspending payments.
For all orders of specific products, such as glazed roof tiles, curb members, custom bending (the examples cited above cannot be deemed to form an exhaustive list), the Buyer will be requested to pay an advance payment at the time of the order. This advance payment will be determined by the Seller with regard to the order amount, it being understood that, for orders under €20,000, the advance payment percentage cannot be less than 30%, and for orders over €20,000, it will vary between 15% and 30% according to the product in question, at the Seller's discretion. Unless there are special conditions, the invoices are payable at thirty (30) days end of month following the date of issue of the invoice. Under these general conditions of sale, payment corresponds to the effective collection of the sums outstanding.
In the case of late payment of bills unpaid at expiry, or expiry postponed without the Vendor’s prior and express agreement, the sums due by the Buyer shall become immediately payable. Any payment which is made to the Vendor is attributed to the sums due whatever the cause, beginning with those which are due at the earliest date.
In the case of a change in the Buyer’s legal or financial situation likely to affect his capacity to honour his financial commitments, the Vendor reserves the right, even after partial execution of an order, to require guarantees or to terminate the contracts in progress.

6.1 Late Payment

Interest shall be payable on any sum not paid on the due date at a rate equal to the interest rate applied by the ECB to its most recent refinancing operation on the date of expiry of the applicable time for payment plus ten percentage points. The interest shall start to run from the day after the payment date indicated on the invoice and shall continue to run until the day of full payment of all the sums due to the creditor. In the case of late payment, a fixed indemnity for recovery costs of €40 shall be added to the penalties for late payment due to the Vendor. Penalties for late payment and recovery costs are payable as of right. If the recovery costs effectively incurred are more than this fixed amount, an additional indemnity on production of receipts shall be requested from the Buyer pursuant to Article L441-6 of the Commercial Code.

6.2 Early payment

The discount conditions granted for early payment are indicated on the invoice issued to the Buyer. The discount rate is fixed at 0.1% for a payment made thirty (30) days before the due date as indicated on the invoice. A pro rata discount shall be applied on an early payment which is more or less than thirty (30) days.

6.3 Environmental tax

Furthermore, in accordance with the applicable regulations, companies that put Building Construction Products and Materials on the French market, are required to pay an environmental tax to cover waste collection and treatment obligations. In addition, the amount of the
environmental tax covered by the Seller, as invoiced by the environmental organisation to which the latter has chosen to adhere, shall be passed on fully to the Buyer, in addition to the sale price of the product. The Buyer may not benefit from any discount or rebate hereunder.

VII – RESERVATION OF TITLE CLAUSE

Pursuant to Article L624-16 of the Code of Commerce, the Products sold shall remain the property of the Vendor until full payment of the price including any additional costs. The Buyer shall ensure that it is always possible to identify the Products.
The above provisions do not prevent the transfer to the Buyer on delivery of the Products of the risks of loss of or damage to the Products subject to the reservation of title and of the damage that they may cause.
In the case of distraint or any other intervention by a third party concerning the Products, the Buyer must at all costs and without delay inform the Vendor so that it may take action to preserve its rights. Moreover, the Buyer undertakes not to give title to the Products as security or as a guarantee.

VIII – CURRENT LAW – RESOLUTION OF DISPUTES

The present GCS are governed by French law, excluding its provisions concerning conflict of laws. The parties expressly exclude the application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods. Any dispute stemming from or concerning the sale of Products by the Vendor shall be subject to mediation according to the CMAP Rules of Mediation (……) to which the parties undertake to adhere. The mediation process shall not take more than sixty (60) days. If the Parties have not reached an agreement by the end of this time, the dispute in question shall be exclusively submitted to the Commercial Court having jurisdiction over the registered office of the Vendor.

IX – RETURN OF MERCHANDISE

Non-defective Products shall only be returned after the Vendor’s prior written agreement accompanied by the references of the relevant delivery slip and invoice, and within six (6) months of delivery. A depreciation of the invoiced price of between 0% and 50% shall be applied
depending on the length of delay in returning the Product in question.

X – SUNDRY

The Buyer may receive a proposal to provide specific services leading to the drafting of an agreement to be concluded with the Vendor.

XI – INTELLECTUAL PROPERTY RIGHTS – CONFIDENTIAL INFORMATION

All samples, proposals, drawings, documents prepared or disclosed by the Vendor are and shall remain the absolute property of the Vendor and are considered to be confidential, whether or not they are designated as such. The Buyer cannot therefore make them known to third parties.
The Buyer shall have no right or title to the intellectual property of the Vendor and cannot register or cause to be registered, anywhere in the world, a patent, brand, trade name, copy rights or a design similar to or in imitation of these patents, brands, trade names, copy rights
and designs of the Vendor. The Buyer undertakes to maintain the confidentiality of the information provided by the Vendor
and not to pass it on to employees, consultants, or legal advisers, unless absolutely necessary.

XII – DATA OF A PERSONAL NATURE

The Vendor processes the data of its clients’ contacts (in particular, including the Buyer) for the purposes of managing the commercial relationship and - failing any objection – of commercial canvassing. This processing is based on a legitimate interest – performance of the contractual relationship and commercial activities. The data are preserved for the period of the commercial relationship and for an additional three (3) years for canvassing operations, and then archived to serve as evidence. The data are for the use of the Vendor’s authorised staff and its eventual contractors. The data subjects concerned have the rights of access, rectification, erasure, to object, to restrict processing, and to determine post mortem directives, which they can exercise in writing to the following address: 65, Chemin du Moulin Carron, 69570 Dardilly, FRANCE. They can make a complaint to the CNIL (Commission nationale de l'informatique et des libertés – The French data protection commission).

LANGUAGE – In case of any discrepancy between the French language general Conditions of Sale and a translation the French version shall always prevail.

EDILIANS

Private limited company (SAS – société par actions simplifiée) with capital of €161,227,700
SIREN no. 449 354 224 – Companies’ Register of Lyon
APE no. 2332Z - Intra-community VAT no. FR43 449 354 224