Effective as of 01/24/2020
These general terms and conditions of sale (" GTC "are applicable to all orders and deliveries of products (the " Products ) made by TORTEL INNOVATION to its customers (hereinafter the "Customer"). Customer ").
The Customer and the Supplier are hereinafter referred to collectively as the "Parties" or individually as the "Party".
By accepting the offer and signing or sending the order form or contract, the Customer declares and acknowledges that he is fully aware of these terms and conditions, and therefore waives the right to invoke any other document issued by him, in particular his own terms and conditions of purchase, which may not be invoked against TORTEL INNOVATION, even if TORTEL INNOVATION is aware of them.
Any deviation from these general terms and conditions of sale must be expressly accepted by TORTEL INNOVATION.
TORTEL INNOVATION formulates an indicative offer indicating in particular the quantity, price, period of execution, packaging and logistical conditions.
In the event of acceptance by the Customer, TORTEL INNOVATION will then issue a written confirmation setting out the terms and conditions of the agreement between TORTEL INNOVATION and its Customer (hereinafter the "Confirmation"). Order Confirmation ").
This Order Confirmation constitutes an undertaking by TORTEL INNOVATION to deliver the Products.
Prices are those determined on the date of the Order Confirmation by TORTEL INNOVATION, unless otherwise agreed between the Customer and TORTEL INNOVATION.
Prices are given for a given product, period, volume, packaging and logistics conditions.
Any change in the VAT rate will be reflected on the date of application of the new rate.
Prices also exclude transport, packaging, unloading, insurance, taxes, charges and intellectual property rights, unless otherwise agreed between the Customer and TORTEL INNOVATION.
Services provided by TORTEL INNOVATION that are not explicitly provided for in the Order Confirmation or the Contract and these General Terms and Conditions of Sale will be invoiced additionally to the Customer.
The Customer shall be solely responsible for and shall pay all taxes, duties, fees and charges of whatever nature imposed by any governmental authority or administration whatsoever or by any other person in connection with the Products.
An Order is defined as any request made by the Customer to TORTEL INNOVATION for a Product, which becomes definitive once confirmed in writing by any person having authority to do so within TORTEL INNOVATION, by means of an Order Confirmation ("Order Confirmation"). Control ").
TORTEL INNOVATION reserves the right to accept or refuse, in whole or in part, any request for a Product from the Customer, in particular in consideration of the volume and/or amount of the order.
Unless accepted in writing by TORTEL INNOVATION, no Order may be modified after its acceptance by TORTEL INNOVATION.
TORTEL INNOVATION will only be obliged to satisfy the Customer's requests within the limits of the sales forecasts of its stocks and production capacities, it being understood that it may proceed by partial deliveries or provision. No compensation may be claimed by the Customer in the event of stock shortages or delivery limitations.
The customer has a 14-day right of withdrawal.
Delivery is made from any external warehouse in which the Products may be located, unless otherwise agreed between the Customer and TORTEL INNOVATION.
Therefore, delivery of the Products to the Customer will be deemed to have been made when the Products are made available to the Customer by TORTEL INNOVATION on TORTEL INNOVATION's premises or any external warehouse in which the Products may be located, unloaded.
Delivery times and dates are agreed between TORTEL INNOVATION and the Customer on the Order Confirmation.
Unless otherwise stipulated, for each delivery resulting from an Order, only one place of delivery, one legal entity invoiced, one date and one mode of transport may be recorded.
Unless otherwise agreed between the Customer and TORTEL INNOVATION, for each Order, delivery is made in a single operation during daylight hours from Monday to Friday, loading and unloading being the responsibility of the recipient.
Delivery times are indicative only, and failure to meet them shall not give rise to damages, deductions or penalties, and shall not entitle the Customer to refuse the Products.
TORTEL INNOVATION reserves the right to deliver the quantities ordered per delivery and will invoice the price corresponding to the quantity delivered.
The Products delivered comply with the TORTEL INNOVATION specifications described in the technical data sheet which is made available to the Customer on request from TORTEL INNOVATION (the "Technical Data Sheet"). Technical data "TORTEL INNOVATION carries out a quality control of the Products in its warehouses or any external warehouse in which the Products may be located, prior to loading.
Any other complaint concerning the nature, quality or packaging of the goods delivered must be sent to TORTEL INNOVATION immediately and at the latest within twenty-four (24) hours of delivery. On expiry of these time limits, the entire delivery or provision will be deemed to have been made in accordance with the Order and will be deemed to be compliant in all respects.
All claims must be duly justified by the Customer, who must immediately provide TORTEL INNOVATION with the means to verify the condition of the goods in question and transmit to TORTEL INNOVATION all elements necessary to verify the claim. The Customer must therefore refrain from intervening himself or having a third party intervene to remedy the situation before TORTEL INNOVATION has been able to ascertain the complaints and alleged defects.
No return of goods will be accepted without the express prior agreement of TORTEL INNOVATION.
The costs and risks of the return will always be borne by the Customer.
Returned goods must be accompanied by a return slip and must be in the condition in which TORTEL INNOVATION delivered them.
In addition to any special instructions that may appear in a safety data sheet provided by TORTEL INNOVATION, goods must be stored indoors in a cool, dry place, protected from light, dust, water damage, bad weather and frost, and in sanitary conditions free from rodents or insects. Goods must not be stored in conditions that are abnormal or incompatible with their nature, or in the vicinity of other strong-smelling products such as detergents, tires or fuels.
Invoices are issued and dated on the day of loading of the Products from TORTEL INNOVATION warehouses or from any external warehouse in which the Products may be located.
Unless otherwise agreed, invoices are payable within thirty (30) days of the invoice date by bank transfer to the bank details provided by TORTEL INNOVATION. Payment is deemed to have been made on the date on which the funds are made available to TORTEL INNOVATION.
As an exception, in the case of an initial Order Confirmation between the Customer and TORTEL INNOVATION, prepayment will be required prior to any delivery of goods.
Invoices are drawn up in two original copies (paper or dematerialized if requested by the Customer), one of which is for the Customer and one retained by TORTEL INNOVATION, and must include all information required by law, in particular article L.441-3 of the French Commercial Code.
In the event of partial or total non-payment on the due date, TORTEL INNOVATION reserves the right to demand :
TORTEL INNOVATION reserves the right, at its sole discretion, in particular whenever the Customer presents a risk of insolvency, to modify the agreed payment terms, to request immediate payment of outstanding invoices, to cap outstanding amounts, to request payment before delivery of the Products or any other form of payment guarantee.
No claim relating to invoices for TORTEL INNOVATION Products may be presented to TORTEL INNOVATION after a period of twelve (12) months from the date of issue of said invoices.
Any claim relating to invoices must be accompanied by the supporting documents required to verify its validity.
Unless otherwise agreed, no discount will be granted for early payment of our invoices.
Reservation of ownership - The Products sold remain the property of TORTEL INNOVATION until full payment of the sale price, interest, costs and accessories. In the event of non-payment by the Customer, TORTEL INNOVATION may repossess the unpaid Products, including in the event of collective proceedings against the Customer in application of articles L 624-16 et seq. of the French Commercial Code.
The sale will be automatically cancelled if TORTEL INNOVATION sees fit, and any advance payments already made will be retained by TORTEL INNOVATION in consideration of the Customer's enjoyment of the Products.
The repossession of Products is not exclusive of other legal proceedings that TORTEL INNOVATION may institute. All costs of repossession and/or proceedings shall be borne by the Customer.
Resale or conversion - The Products remain the property of TORTEL INNOVATION until full payment of their price, and the Customer is prohibited from disposing of them for resale or processing. However, by way of tolerance and solely for the needs of its business, TORTEL INNOVATION authorizes the Customer to resell the Products, on condition that the Customer pays the full outstanding price upon resale.
The Customer declares that he/she is competent to assess the Products.
The Customer acknowledges that he/she has been fully informed of the characteristics of the Products and of the objectives that may be achieved using the Products. TORTEL INNOVATION therefore cannot guarantee the suitability of the Products for any particular purpose.
The Customer must make proper use of the Products, in accordance with good practice and in compliance with the Technical Data Sheet supplied with the Products. All instructions must be complied with, failing which the warranties given in the present article will lapse.
In any event and notwithstanding any provision to the contrary, TORTEL INNOVATION is liable for any hidden defects in the Products in accordance with the provisions of Articles 1641 et seq. of the French Civil Code.
In the event of defective Products, the provisions of Articles 1245 et seq. of the French Civil Code shall apply.
In the absence of an agreement to the contrary between the Customer and TORTEL INNOVATION, TORTEL INNOVATION guarantees the Products for the entire duration of the DLUO.
For Products not manufactured by TORTEL INNOVATION, TORTEL INNOVATION will only pass on the supplier's warranty.
No warranty other than those mentioned above is given. Thus, TORTEL INNOVATION does not guarantee that the Product will meet the Customer's requirements, or that it will function in combinations other than those mentioned in the Technical Data Sheet.
Any warranty is excluded in the event of apparent defect, misuse, negligence or lack of maintenance or conservation on the part of the Customer, or lack of information on the part of the Customer on the specific environment in which the Product is used, as well as in the event of normal wear and tear or force majeure, or by a modification of the Products not planned or specified by TORTEL INNOVATION and finally in the event of use after the expiry date.
In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform TORTEL INNOVATION, in writing, of the existence of the defects with appropriate justification, within a maximum period of fifteen (15) days from their discovery.
Subject to available stocks, TORTEL INNOVATION's warranty is limited to the outright replacement, within a reasonable time, and at best within fifteen (15) days, of Products under warranty deemed to be defective, without any other type of compensation being claimed from TORTEL INNOVATION in this regard, including, but not limited to, damages.
Unless otherwise specified, replacement of Products will not extend the warranty period.
In the event of misuse of the Products by the Customer and requiring a return to TORTEL INNOVATION, shipping costs will be borne by the Customer.
No advice or information provided by TORTEL INNOVATION, its vendors, distributors, agents or employees shall create any new warranty or extend the warranty set forth in this clause and the Customer shall not rely on any such advice or information.
The Customer acknowledges that it has no right whatsoever to the intellectual property rights and in particular the trademarks, trade names, models, patents, visuals, logos, company names, know-how, recipes and technical specifications relating to the Products sold to the Customer, which are and remain the exclusive property of TORTEL INNOVATION.
Except with the prior written consent of TORTEL INNOVATION, the Customer undertakes not to use and/or exploit in any way whatsoever and for any reason whatsoever the intellectual property rights of TORTEL INNOVATION.
The Customer undertakes to inform TORTEL INNOVATION, as soon as it becomes aware of any act of unfair competition or any infringement of TORTEL INNOVATION's intellectual property rights, or of any protest by a third party claiming that the goods infringe its intellectual property rights.
Any event beyond the debtor's control, which could not reasonably have been foreseen at the time the Order Confirmation was issued, and the effects of which cannot be avoided by appropriate measures, preventing the performance of all or part of the Order, shall be considered a force majeure event, in particular any accident affecting the production or storage of the Products, carrier failure, fire, explosion, flood, machine breakdown, partial or total strike, act of a customer, supplier or third party, any civil or foreign war or other political or sanitary disturbance.
These events, even if foreseeable, will suspend or extinguish, as the case may be, the debtor's obligations, and the same will apply when these events are of such a nature as to render performance of the commitments economically exorbitant.
TORTEL INNOVATION shall only be liable for the financial consequences of (i) direct and (ii) foreseeable damage caused by the Products.
Under no circumstances shall TORTEL INNOVATION be liable for any indirect or unforeseeable loss or damage, including, but not limited to, any lost profits, loss, commercial loss, loss of image, loss of sales or profits, loss of customers, loss of opportunity, cost of obtaining a substitute product, in connection with or arising from the product, its installation if carried out by TORTEL INNOVATION, or its operation.
In any event, the amount of TORTEL INNOVATION's pecuniary liability arising from the use or level of performance of the Product is limited to the reimbursement of the amount actually paid by the Customer to TORTEL INNOVATION.
If you have any questions, comments, complaints or requests about this cookies policy, or about the processing of your Personal Data, you can contact us at the following address: contact@iakota.com
The waiver by either Party of any breach or default of any provision of these Terms and Conditions shall not constitute or be construed as a waiver of any subsequent breach or default.
Should any provision of these terms and conditions be deemed or declared illegal, void or unenforceable, or contrary to laws and regulations, the validity of the remaining provisions shall in no way be affected.
The Customer agrees not to reveal, disclose or transfer, without time limit, to third parties, without the written authorization of TORTEL INNOVATION, any information obtained directly or indirectly from TORTEL INNOVATION or in connection with orders for Products, concerning in particular but not limited to, its activities or technical or commercial methods and, more particularly, prices, discounts, products, product specifications, processes, data and know-how, ideas, technical information of any kind whatsoever.
For information falling within the scope of business secrecy as defined by Law no. 2018-670 of July 30, 2018, it must remain confidential until it has been made public by the rightful holder or a third party other than the Parties.
As the party responsible for processing said data, TORTEL INNOVATION undertakes to comply with its obligations under French regulations on personal data and in particular the provisions of Law No. 78-17 of January 6, 1978, known as the "Data Protection" Law, as amended by Law 2004-801 of August 6, 2004, and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on data protection, which came into force on May 25, 2018 (hereinafter the "Data Protection Regulation"). Regulations "). TORTEL INNOVATION may process the Personal Data strictly necessary (i) to manage the order and, more broadly, the commercial relationship, and/or (ii) to manage outstanding payments and any disputes, and/or (iii) to comply with its legal and regulatory obligations. Personal data is intended for use by TORTEL INNOVATION and the external departments responsible for fulfilling its social, accounting and tax obligations, as well as any other subcontractors involved in the commercial relationship.. They are kept for the time strictly necessary for the above-mentioned purposes.
Customer personnel have a right of access, rectification, opposition, deletion, limitation as well as the right to request to receive the Personal Data provided to TORTEL INNOVATION, in a structured, commonly used and machine-readable format, for the purposes of transmitting them to another data controller. Any such request should be addressed to TORTEL INNOVATION management.
In the event of a breach of Personal Data, likely to give rise to a risk to the rights and freedoms of the personnel concerned, TORTEL INNOVATION undertakes to notify the relevant supervisory authority (CNIL) of the breach in question no later than 72 hours after becoming aware of it, and to the person concerned as soon as possible, in accordance with the conditions set out in Articles 33 and 34 of the Regulation. Without prejudice to any other administrative or jurisdictional remedy, if the Customer's personnel consider that the processing of their Personal Data constitutes a breach of the provisions of the legislation in force, they may lodge a complaint with the CNIL.
TORTEL INNOVATION undertakes to comply with all legal and regulatory obligations in force throughout the duration of the contractual relationship with the Customer, in particular with regard to labor law, immigration, social security, health, safety and the environment.
TORTEL INNOVATION expressly guarantees, on pain of immediate termination of the contractual relationship to its exclusive detriment, that it employs only salaried personnel in compliance with the legislation governing labor relations and the labor market.
TORTEL INNOVATION will not use :
and guarantees that any suppliers and/or subcontractors comply with the same commitments.
In addition, TORTEL INNOVATION certifies that it has made the declarations required by the social and tax authorities and provides the Customer, when established or domiciled in France, with the documents required under articles L.8222-1, R.8222-1, D.8222-5, D.8254-2 and D.8254-4 of the French Labour Code, or, when the Customer is established or domiciled abroad and is involved in France in the performance of the Contract, the documents required pursuant to articles L.8222-1, L.8222-4, R.8222-1 and D.8222-7 of the French Labour Code.
TORTEL INNOVATION declares that all the buildings it uses or operates comply with the regulations applicable to them, in particular with regard to safety, respect for the environment and legislation on classified establishments of all kinds. In particular, TORTEL INNOVATION certifies that it complies at all times with the preventive measures applicable to the storage and use of products that may present a danger to safety, health or hygiene.
In compliance with the legislative and regulatory provisions in force, TORTEL INNOVATION ensures that the Products have been subject to a control based on a system that identifies, evaluates and ensures the control of significant hazards.
TORTEL INNOVATION also undertakes to respect in particular:
All in such a way as to ensure that the Customer will never be worried in this respect.
Should the Supplier fail to comply with this undertaking, the Customer may terminate the business relationship ipso jure on the grounds of a serious breach by the Supplier of one of its essential obligations. Such termination shall take place within thirty (30) days of the notice of default remaining without effect, provided that the Goods can be replaced, or immediately in the opposite case.
The Parties undertake to implement measures designed to prevent and detect the commission, in France or abroad, of acts of corruption or influence peddling. In this respect, TORTEL INNOVATION undertakes and guarantees to the Customer:
As part of its evaluation obligation, the Customer may request proof from TORTEL INNOVATION at any time that it has complied with the provisions of this clause and may carry out audits or have them carried out at any time subject to prior notification and at its own expense. In the event of an audit, TORTEL INNOVATION undertakes to cooperate and to provide any information and/or documentation that the Customer may request to enable the audit to be carried out.
Failure to comply with the provisions of this clause shall constitute grounds for automatic termination of the Order for breach of an essential obligation of the contract and/or of the commercial relationship in accordance with the terms and conditions set forth in these GTS. The Parties ensure and guarantee that their managers, employees, affiliates and any person or company acting on its behalf or in its name, and subcontractors comply with the aforementioned obligations and undertake to notify the other Party without delay of any request, procedure or investigation to which it may be subject, either directly or indirectly, on the grounds of a violation of French, European or international laws on preventing and combating corruption and influence peddling.
The relationship between TORTEL INNOVATION and the Customer shall be governed by French law.
In the event of a dispute, the Paris courts shall have exclusive jurisdiction, whatever the nature, cause or location of the dispute, and whatever the special conditions of sale, even in the event of a warranty claim or multiple defendants.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.
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