general terms and conditions of sale

General Terms and Conditions of Sale (GTCS)

The present general terms and conditions of sale («GTC») apply to all product orders and deliveries (the «Products») carried out by TORTEL INNOVATION to its customers (hereinafter the «Customer»).
Le Customer and the Supplier hereinafter collectively referred to as the «Parties» or individually the «Part».

The present Terms and conditions of sale are expressly approved and accepted without reservation by the Customer, who accepts the offer and signs or sends the order form or contract, declares and acknowledges that he has full knowledge, and hereby waives the right to rely on any other document emanating from him and, in particular, its own general terms and conditions of purchase, which will be not enforceable against TORTEL INNOVATION, even if it is aware of them.
All derogations to these general terms and conditions of sale must be expressly accepted by TORTEL INNOVATION.

1. OFFER

TORTEL INNOVATION formulates a indicative offer indicating in particular the quantity, the price, the period of performance, the packaging and logistical conditions.

If accepted by the Customer, TORTEL INNOVATION will then issue a written confirmation. which sets out the terms and conditions of the agreement between TORTEL INNOVATION and its Client (hereinafter the "Agreement"). «Order Confirmation»).
This Order Confirmation is binding for TORTEL INNOVATION to deliver the Products.

2. PRICING CONDITIONS

The price are those determined on the day of the Order Confirmation by TORTEL INNOVATION, unless otherwise agreed between the Customer and TORTEL INNOVATION.
Prices are given for one product, a period, a volume, a packaging and logistical conditions determined.

All modification of the VAT rate scale will be reflected on the day of application of the new scale and/or rates.

Prices also include excluding transport, packaging, unloading, insurance, taxes, charges, intellectual property rights, unless otherwise agreed between the Customer and TORTEL INNOVATION.

The services provided by TORTEL INNOVATION, not explicitly provided for the Order Confirmation or the Contract and these GTS, will be billed in addition to the Customer.

Le The Customer shall be solely responsible for and will pay all taxes, duties, fees and charges, imposed by a government authority or any other person, in relation to the Products.

3. ORDER

The term Ordering any request from the Customer, made to TORTEL INNOVATION a Product, and has become definitive once confirmed in writing by any person with authority to do so within the company. TORTEL INNOVATION, by means of a Order Confirmation («Order»).

TORTEL INNOVATION reserves the right to accept or refuse, in whole or in part, any request from the Customer for a Product, in particular in consideration of the volume and/or amount of the order.

Except written acceptance from TORTEL INNOVATION, no Order can be modified after acceptance.

TORTEL INNOVATION shall only be obliged to satisfy requests made by the Customer within the limits of sales forecasts, its stocks and its production capacity, on the understanding that it may proceed by deliveries or partial deliveries.

No compensation can be claimed by the Customer in the event of stock shortage or delivery restrictions.

The Customer has a 14-day right of withdrawal.

4. DELIVERY

La delivery is carried out from any external warehouse in which the Products may be located, unless otherwise agreed between the Customer and TORTEL INNOVATION.

La delivery of the Products to the Customer will be deemed to have taken place when the Products are made available to the Customer by TORTEL INNOVATION, in the TORTEL INNOVATION premises or any external warehouse, unloaded.

The delivery times and dates are set by mutual agreement between TORTEL INNOVATION and the Customer on the Order Confirmation.

Unless otherwise stipulated, for each delivery resulting from an Order, the following may not be recorded a single delivery location, a single legal entity invoiced, a single date and a single mode of transport.

Unless otherwise agreed, the delivery is made in one go, Daytime working hours, Monday to Friday, loading and unloading at the consignee's expense and under its responsibility.

The delivery times are indicative only, and overruns cannot give rise to damages, deductions or penalties, and do not give entitlement to Customer from refuse the Products.

TORTEL INNOVATION reserves the right to deliver the quantities ordered per delivery and will invoice the corresponding price to the quantity delivered.

5. RECEIPT - COMPLAINTS

The Products delivered are to TORTEL INNOVATION specifications described in the data sheet provision of Customer on request (the «Technical Data»).
TORTEL INNOVATION carries out quality control before loading, in its warehouses or any external warehouse.

All claims relating to the nature, quality or packaging of the product of the goods delivered must be sent immediately and within twenty-four (24) hours at the latest after it has been made available.

On expiry of this period, the delivery shall be deemed to comply with the Order.

All claim must be duly justified by the Customer, who must immediately provide TORTEL INNOVATION :

the means of checking the condition of the goods in question ;
all necessary elements for verification.

The Customer must refrain from intervening himself or having a third party intervene before TORTEL INNOVATION was unable to carry out the determination of alleged defects.

6. GUARANTEE AND REIMBURSEMENT

- «Satisfied or your money back»

IAKOTA offers a guarantee «30-day money-back guarantee from delivery date Products.

If the Customer is not entirely satisfied of its purchase to for any reason whatsoever, it can return the Product in a state allowing it to be put back on sale (own and undamaged), in its original packaging, accompanied by any accessories, instructions for use and documentation.

To exercise this guarantee, the Customer must :

notify your decision by email à contact@iakota.com before expiry of the 30-day period,
then return the Product to the address provided by IAKOTA.

IAKOTA will refund in full from purchase price (including initial delivery costs) in a 7 days' notice next :

the receipt of the returned Product,
and the check its condition.

The refund will be made using the same payment method than the one used for the initial transaction, unless expressly agreed by the Customer for another method of reimbursement.

- Legal Right of Withdrawal

Notwithstanding our «Money Back Guarantee», and in accordance with the legal provisions in force, the Customer has a 14-day period from receipt of Products to exercise its right of withdrawal, without having to give reasons, or pay any penalties.

The terms and conditions of this legal right are the same as those warranty «Satisfied or your money back», but limited to the first 14 days following receipt of the Product.

- Returns for defective or non-conforming products

If the delivered Product is faulty or not as ordered, the Customer must contact our Customer Service department within 24 hours of receipt.

In this case :

IAKOTA will cover the cost of return transport,
and proceed, at the Customer's option, à :
- exchange of the Product,
- or its full refund.

7. RETURNS PROCEDURE

- Steps to follow :

Contact customer service à contact@iakota.com

→ You will receive a return label.

Pack the product carefully in its original packaging, then in a suitable cardboard for shipping.

Send the parcel to the address indicated by Customer Services.

- Condition of returned products :

Products must be returned in their original condition, own and undamaged.

Any Product that is incomplete, damaged or whose original packaging has deteriorated will not be accepted for return or refund.

8. REPAYMENT TERMS

1. Repayment period

Satisfied or your money back« guarantee and right of withdrawal :
The refund is made within 14 days following receipt of the returned product and verification of its condition.
Defective or non-compliant products :
The reimbursement takes place within 14 days following confirmation of the defect or non-conformity.

2. Means of repayment

The refund will be made by the same means of payment than the one used at the time of purchase, unless expressly agreed by the Customer for another means of repayment.

3. Extent of reimbursement

Product purchase price
Initial delivery charge
Return costs :
At the expense of Customer, except in the event of defective or non-compliant product, where these costs are covered by IAKOTA.

9. STORAGE

In addition to the specific information that may appear in a safety data sheet communicated by TORTEL INNOVATION, Products must be stored indoors, under the following conditions :

Cool, dry place, away from light
Sheltered from the dust, moisture, weather and frost
In an environment healthy, free of rodents and insects
Away from products with strong odours, such as detergents, tyres, fuels, etc.

Storage in abnormal or incompatible conditions with the nature of the Products is strictly prohibited.

10. INVOICING - PAYMENT

Issuing invoices

Invoices are issued on the date of loading Products from the TORTEL INNOVATION or any external warehouse concerned.
They are drawn up in two copies (paper or dematerialised at the Customer's request).
They must include all mandatory legal information, in particular those required by Article L.441-3 of the French Commercial Code.

Terms of payment

Default delay 30 days from date of invoice, by bank transfer.
Payment is deemed to have been made on provision of funds to the TORTEL INNOVATION bank account.
Initial order a full pre-payment is required before any delivery.

Penalties for late payment

In the event of total or partial non-payment on the due date, TORTEL INNOVATION may demand :

Late payment penalties :
Calculated from the due date to the date of actual payment, at highest rate between :
- Three times the legal interest rate
- 10 % of the amount outstanding
Flat-rate recovery indemnity :
Amount set at 40 € (art. D441-5 of the French Commercial Code)
Immediate payment sums due and cash payment for future orders
Suspension of deliveries until paid in full, without prejudice to other legal remedies

Additional safety measures

TORTEL INNOVATION reserves the right to:

Modify payment terms if a risk of insolvency is detected
Demand a advance payment or a guarantee before delivery
Limiting authorised outstandings of the Customer

Claims

Maximum time for any complaint about an invoice: 12 months from the date of issue
All claims must be supported by the necessary documents
No discount is granted for early payment, unless otherwise stated.

11. RETENTION OF TITLE - RESALE OR CONVERSION

Reservation of ownership

The Products sold remain the exclusive property of TORTEL INNOVATION until full payment of their price, including interest, costs and accessories if any.

In the event of non-payment, TORTEL INNOVATION reserves the right to repossess unpaid Products, including in the event of collective procedure against the Customer, in accordance with the provisions of Articles L.624-16 et seq. of the French Commercial Code.
La sale may be cancelled by operation of law on the initiative of TORTEL INNOVATION. In this case, the deposits paid will remain acquired to TORTEL INNOVATION in the capacity of consideration for enjoyment of the Products.
La Product trade-in does not rule out other legal actions TORTEL INNOVATION may take to obtain compensation.
All costs relating to the takeover or the procedure will be the responsibility of the at the Customer's expense.

Resale or conversion

Until the price has been paid in full, the Customer will is not authorised to resell or transform the Products.

As a tolerance, and solely as part of its business, TORTEL INNOVATION authorises resale, provided that the Customer :
- Fulfils immediately from balance outstanding at the time of resale.

12. WARRANTY - EXCLUSION OF WARRANTY

Customer responsibility

The Customer declares that he/she has the necessary skills to evaluate and use the Products. He acknowledges having been fully informed their characteristics and the objectives they may help to achieve. As a result, TORTEL INNOVATION in no way guarantees the suitability of the Products for a specific need or objective of the Customer..

The Customer undertakes to use the Products in accordance with their intended use and the rules of the trade and by scrupulously respecting the indications contained in the Technical Data provided. Any breach of these obligations invalidates the guarantees provided for in this article.

Legal guarantees

TORTEL INNOVATION remains bound :

of the legal guarantee against hidden defects in accordance with articles 1641 et seq. of the Civil Code ;
of the liability for defective products according to articles 1245 et seq. of the Civil Code.

Duration and scope of the guarantee

Unless otherwise specifically agreed, TORTEL INNOVATION guarantees its Products during the shelf life (Best Before Date).
For Products not manufactured by TORTEL INNOVATION, only the supplier warranty is applicable.

No other guarantee, express or implied, is granted. In particular, TORTEL INNOVATION does not guarantee that the Product :

will meet the Customer's specific requirements; ;
will operate in an environment or combination other than those specified in the Technical Data.

Warranty exclusions

The guarantee is excluded in the event of :

from visible defect ;
from improper use, negligence, lack of maintenance or conservation ;
from lack of information the Customer on the specific conditions of use; ;
d’normal wear and tear, force majeure or unauthorised modification Products.

Claims procedure

The Customer must notify TORTEL INNOVATION in writing of the existence of any defect or fault, providing the following information appropriate supporting documents, in a maximum period of 15 days from the time the problem is discovered. Otherwise, it will loses all rights claims or appeals.

How the guarantee applies

Subject to available stocks, TORTEL INNOVATION undertakes to :

proceed with outright replacement of the defective Product,
in a reasonable time, ideally under 15 days.

No additional compensation shall not be required, in particular no damages and interest.

Le replacement of the Product does not extend the initial warranty period, unless otherwise indicated.

In the event of Product returns due to misuse, the transport costs will be borne by the Customer.

No implied warranty

No advice, recommendation or information provided by TORTEL INNOVATION, its representatives, distributors, vendors or employees shall create any additional warranty or extend the scope of those mentioned in this article.

13. INTELLECTUAL PROPERTY

The Customer acknowledges that he does not hold no rights, of any nature whatsoever, on the intellectual property elements relating to the Products sold, which remain the property of the seller. exclusive property of TORTEL INNOVATION. This includes, but is not limited to: the following trademarks, commercial names, models, patents, visuals, logos, company names, know-how, recipes and technical specifications.

Unless otherwise agreed writes of TORTEL INNOVATION, any use or exploitation, The Customer's use, in any way and for any purpose whatsoever, of these rights is prohibited. strictly prohibited.

The Customer undertakes to immediately inform TORTEL INNOVATION any act of unfair competition, any damage these rights, or any third party claim relating to any infringement of intellectual property rights caused by the Products.

14. FORCE MAJEURE

Is considered a force majeure any external, unforeseeable and irresistible event within the meaning of article 1218 of the French Civil Code, preventing total or partial performance of the contractual obligations.

This includes accidents affecting production or storage, logistical or carrier failure, fire, explosion, flood, machine breakdown, strike, war (civil or foreign), political or health unrest, or any failure on the part of a customer, supplier or third party.

In the event of such an event, the obligations of the affected Party shall be suspended or extinguished, depending on the nature and duration of the event. The same shall apply when its execution becomes economically exorbitant.

15. LIMITATION OF LIABILITY

TORTEL INNOVATION will only be held responsible for the compensation for direct and foreseeable damage, All other claims are excluded.

The following are expressly excluded from any compensation: the indirect or unforeseeable damage, such as (but not limited to) : loss of sales, profits, customers, reputation, lost earnings, cost of a replacement product, or any commercial prejudice related to the use or installation of the Product, even if this was carried out by TORTEL INNOVATION.

In any event, the total pecuniary liability of TORTEL INNOVATION is limited to the amount actually paid by the Customer for the Product(s) concerned.

16. AUTONOMY OF PROVISIONS

If any provision of these GCS is declared null, illegal or inapplicable, this will in no way affect the validity of the other provisions, which will remain fully applicable.

17. AUTONOMY OF PROVISIONS

La disclaimer by one of the Parties to invoke a breach of any of the provisions of these General Terms and Conditions shall not be construed as a waiver of the right to invoke another breach or the same provision at a later date.

If any one of the clauses of these General Terms and Conditions is declared to be invalid, it shall be deemed to be invalid. null, illegal, unenforceable or contrary to laws and regulations in force, the other provisions will remain in full force and effect. valid and applicable.

18. CONFIDENTIALITY

The Customer undertakes not to disclose, transfer or assign, in any form whatsoever and for an unlimited period, Any confidential information obtained directly or indirectly from TORTEL INNOVATION, in particular in connection with orders for Products.

The following are considered confidential, but this list is not exhaustive technical and commercial methods, the prices, discounts, products, technical specifications, processes, data, know-how, ideas or technical information specific to TORTEL INNOVATION.

Information relating to business secrecy, as defined by the law no. 2018-670 of 30 July 2018, This information must also remain strictly confidential until it has been made public by its legitimate holder or an authorised third party.

19. PERSONAL DATA

As part of the contractual relationship, TORTEL INNOVATION may collect and process the following data personal data concerning members of the Customer's staff, such as : surname, first name, postal address, e-mail address, telephone number (hereinafter referred to as «Personal Data»).

TORTEL INNOVATION, in its capacity as data controller, undertakes to comply with applicable regulations in terms of data protection, in particular the Data Protection Act of 6 January 1978, as amended, and the General Data Protection Regulation (GDPR) n°2016/679.

Personal Data are processed solely for the following purposes:

(i) the order management and commercial relations ;
(ii) the management of unpaid and disputes ; ;
(iii) compliance with legal and regulatory obligations for which TORTEL INNOVATION is responsible.

This data is intended exclusively for TORTEL INNOVATION, its external service providers (accounting, tax, social security) and any other third party. authorised subcontractor as part of the contractual relationship. They are retained only for as long as strictly necessary the purposes for which they were collected.

The persons concerned have following rights on their personal data: access, rectification, opposition, deletion, limitation and portability. Any request relating to these rights should be addressed to Management of TORTEL INNOVATION.

In the event of violation of Personal Data likely to give rise to a risk for the rights and freedoms of the persons concerned, TORTEL INNOVATION undertakes to inform the CNIL within 72 hours as soon as possible, in accordance with articles 33 and 34 of the RGPD.

Lastly, any data subject may lodge a complaint with complaint to the CNIL, This is without prejudice to any other administrative or judicial remedy, if it considers that its rights have not been respected.

20. ETHICS - COMPLIANCE WITH REGULATIONS

TORTEL INNOVATION undertakes to comply, throughout the duration of the contractual relationship with the Client, with all legal and regulatory obligations in force, particularly with regard to labour law, immigration, social security, health, safety and the environment.

TORTEL INNOVATION expressly guarantees, on pain of immediate termination of the contractual relationship to its sole detriment, that it employs only salaried staff in accordance with the legislation applicable to labour relations and the employment market.

TORTEL INNOVATION strictly refrains from using :

child labour, as defined in particular by the International Labour Organisation (ILO) Convention of 26 June 1973, which sets the minimum age of admission at fifteen years, unless national provisions are more favourable; ;
forced labour, in accordance with the ILO Convention of 28 June 1930 concerning the Abolition of Forced or Compulsory Labour, and the work of persons in detention; ;
work in a state of servitude or slavery, as prohibited in particular by the International Covenant on Civil and Political Rights of 16 December 1966 and the European Convention on Human Rights of 4 November 1950; ;
more generally, any form of work without free and informed consent.

TORTEL INNOVATION ensures that its suppliers and subcontractors respect the same commitments.

In addition, TORTEL INNOVATION certifies that it has made all the declarations required by the social and tax authorities and provides the Client, when domiciled in France, with the documents required by articles L.8222-1, R.8222-1, D.8222-5, D.8254-2 and D.8254-4 of the French Labour Code. For work carried out in France by companies established abroad, it provides the documents required by 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 premises used or operated comply with the regulations applicable to safety, the environment and classified establishments. In particular, it guarantees ongoing compliance with preventive measures relating to the storage and use of products presenting safety, health or hygiene risks.

In accordance with current legislation, TORTEL INNOVATION ensures that Products are subject to rigorous control based on a system for identifying, assessing and controlling significant hazards.

TORTEL INNOVATION also undertakes to respect :

Regulation (EC) No 1907/2006 (REACH) on chemicals; ;
Directive 2002/95/EC on the restriction of the use of certain hazardous substances in electrical and electronic equipment, as well as Directive 2002/96/EC and Decree 2005-829 on the management of waste from such equipment; ;
if concerned as a listed company, articles L.225-102-1, paragraph 5, and R.225-105 of the French Commercial Code; ;
all other applicable laws and regulations, in particular with regard to composition, hygiene and food safety (directives 2006/141/EC, 2000/13/EC, 1995/2/EEC, regulation 1333/2008/EC).

TORTEL INNOVATION thus guarantees that the Client will not be subject to any legal proceedings in this respect.

In the event of a serious breach by the Supplier of its essential obligations, the Customer may terminate the contractual relationship ipso jure, thirty (30) days after formal notice has remained without effect, provided that the Products can be replaced, or immediately in the opposite case.

21. CORPORATE SOCIAL RESPONSIBILITY

The Parties undertake to implement all necessary measures to prevent and detect the commission, in France or abroad, of acts of corruption or trading in influence. In this respect, TORTEL INNOVATION guarantees the Client:

compliance, for the entire duration of the commercial relationship, with all French, European and international legislation in force relating to the prevention of and fight against corruption and influence peddling; ;
the actual or future implementation, within a reasonable timeframe, of an anti-corruption mechanism in accordance with Article 17 of Law no. 2016-1691 of 9 December 2016, known as the SAPIN II Law, relating to transparency, the fight against corruption and the modernisation of economic life; ;
the absence of any past or future commission of acts constituting or likely to constitute an offence under the applicable anti-corruption legislation, in particular the provisions of articles 435-1 et seq. of the French Criminal Code; ;
that it is not the subject of any administrative or judicial investigation relating to acts that could be classified as public or private corruption or trading in influence.

As part of its right of evaluation, the Client may at any time ask TORTEL INNOVATION for proof of its compliance with the provisions of this clause and proceed, subject to prior notification, with audits carried out at its expense. TORTEL INNOVATION undertakes to cooperate fully and to provide all information and documents necessary for the proper conduct of these audits.

Failure to comply with the undertakings in this clause shall constitute grounds for the automatic termination of the Order for serious breach of an essential obligation of the contract and/or the commercial relationship, in accordance with the terms of these GCS.

The Parties guarantee that their managers, employees, affiliates and any person or company acting in their name or on their behalf, including their subcontractors, will comply with the obligations set out. They undertake to inform the other Party without delay of any request, procedure or investigation to which they may be subject, directly or indirectly, in connection with a breach of French, European or international laws on preventing and combating corruption and trading in influence.

22. APPLICABLE LAW - JURISDICTION

The relationship between TORTEL INNOVATION and the Customer is governed by French law.

In the event of any dispute relating to the interpretation, performance or validity of these General Terms and Conditions, the courts of Paris shall have exclusive jurisdiction, regardless of the nature, cause or location of the dispute or the specific terms and conditions of the sale, even in the event of a third party claim or multiple defendants.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these General Terms and Conditions.

23. CONSUMER MEDIATION AND DISPUTE RESOLUTION

Amicable settlement of disputes

In the event of a complaint, the Customer is invited to first contact TORTEL INNOVATION's customer service by email at the following address contact@iakota.com or by post to the following address
2761 Les Rouvières, 26220 DIEULEFIT.

TORTEL INNOVATION undertakes to respond as quickly as possible, and within 60 days at the latest.

Consumer mediation

In accordance with the Consumer Code, TORTEL INNOVATION subscribes to the CM2C Mediation Service.

If a disagreement persists after contacting Customer Services, the consumer may refer the matter to the Consumer Ombudsman free of charge on the following details:
CM2C
Address: 14 rue Saint-Jean, 75017 Paris
Website : https://cm2c.net
Email : contact@cm2c.net

Conditions for referral to the mediator

The consumer may refer the matter to the mediator only if :

He/she justifies having first attempted to resolve the dispute directly with TORTEL INNOVATION by means of a written complaint; ;
His claim is not manifestly unfounded or abusive; ;
The dispute has not been previously examined or is not being examined by another mediator or court; ;
The complaint must be lodged within one year of the written complaint being sent to TORTEL INNOVATION.

European platform for online dispute resolution

In accordance with Regulation (EU) No. 524/2013, the European Commission is providing an online dispute resolution (ODR) platform for the independent out-of-court settlement of disputes between consumers and professionals within the European Union.

This platform can be accessed at the following address:
https://ec.europa.eu/consumers/odr/