General terms and conditions
PRIVACY POLICY
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 ("TORTEL INDUTRIES") 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 INDUSTRIES, even if TORTEL INDUSTRIES is aware of them.
Any deviation from these terms and conditions of sale must be expressly accepted by TORTEL INDUSTRIES.
1. OFFER
TORTEL INDUSTRIES 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 INDUSTRIES will issue a written confirmation setting out the terms and conditions of the agreement between TORTEL INDUSTRIES and its Customer (hereinafter the "Confirmation"). Order Confirmation ").
This Order Confirmation constitutes an undertaking by TORTEL INDUSTRIES to deliver the Products.
2. PRICING CONDITIONS
Prices are those determined on the date of the Order Confirmation by TORTEL INDUSTRIES, unless otherwise agreed between the Customer and TORTEL INDUSTRIES.
Prices are exclusive of all taxes and other duties (V.A.T...) and are given for a given product, period, volume, packaging and logistical 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 INDUSTRIES.
Any services rendered by TORTEL INDUSTRIES that are not explicitly provided for in the Order Confirmation or the Contract and these General Terms and Conditions of Sale will be invoiced to the Customer in addition.
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.
3. ORDER
An Order is defined as any request made by the Customer to TORTEL INDUSTRIES for a Product, which becomes final once confirmed in writing by any person having authority to do so within TORTEL INDUSTRIES, by means of an Order Confirmation ("Order Confirmation"). Control ").
TORTEL INDUSTRIES 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 INDUSTRIES, no Order may be modified after its acceptance by TORTEL INDUSTRIES.
TORTEL INDUSTRIES shall only be obliged to satisfy the Customer's requests within the limits of its sales forecasts, stocks and production capacities, it being understood that TORTEL INDUSTRIES may proceed by partial deliveries or provision. No compensation may be claimed by the Customer in the event of stock shortages or delivery limitations.
4. DELIVERY
Delivery is made from any external warehouse in which the Products may be located, unless otherwise agreed between the Customer and TORTEL INDUSTRIES.
Therefore, delivery of the Products to the Customer shall be deemed to have been made when the Products are made available to the Customer by TORTEL INDUSTRIES in TORTEL INDUSTRIES' premises or any external warehouse in which the Products may be located, unloaded.
Delivery times and dates are mutually agreed upon by TORTEL INDUSTRIES 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 INDUSTRIES, 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 INDUSTRIES reserves the right to deliver the quantities ordered per delivery and will invoice the price corresponding to the quantity delivered.
5. RECEPTION - COMPLAINTS
The Products delivered comply with the TORTEL INDUSTRIES specifications described in the technical data sheet which is made available to the Customer on request from TORTEL INDUSTRIES (the "Technical Data Sheet"). Technical data "TORTEL INDUSTRIES 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 INDUSTRIES immediately and at the latest within twenty-four (24) hours of delivery. On expiry of these time limits, the entire delivery or provision shall be deemed to have been made in accordance with the Order and shall be deemed to be in conformity in all respects.
All claims must be duly justified by the Customer, who must immediately provide TORTEL INDUSTRIES with the means to verify the condition of the goods in question and transmit to TORTEL INDUSTRIES 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 INDUSTRIES has been able to ascertain the alleged defects.
6. RETURN
No return of goods will be accepted without the express prior agreement of TORTEL INDUSTRIES.
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 INDUSTRIES delivered them.
7.STORAGE
In addition to any special instructions that may appear in a safety data sheet provided by TORTEL INDUSTRIES, 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.
8. INVOICING - PAYMENT
Invoices are issued and dated on the day the Products are loaded from TORTEL INDUSTRIES warehouses or from any external warehouse where the Products may be located.
Unless otherwise agreed, invoices are payable within thirty (30) days of invoice date by bank transfer to the bank details provided by TORTEL INDUSTRIES. Payment is deemed to have been made on the date on which the funds are made available to TORTEL INDUSTRIES.
As an exception, in the case of an initial Order Confirmation between the Customer and TORTEL INDUSTRIES, 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 for the Customer and one retained by TORTEL INDUSTRIES, 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 INDUSTRIES reserves the right to demand :
- Late payment penalties calculated from the due date to the date of actual payment in full at a rate equal to three times the legal interest rate or 10% of the unpaid amount, whichever is higher;
- A fixed indemnity for collection costs, the amount of which is set by decree (€40) (art. D441-5 of the French Commercial Code);
- Immediate payment of sums due by the Customer and cash payment for future sales;
- Suspension of deliveries until full payment of the price, without prejudice to any other course of action.
TORTEL INDUSTRIES 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 INDUSTRIES Products may be presented to TORTEL INDUSTRIES 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.
9. RETENTION OF TITLE - RESALE OR CONVERSION
Reservation of ownership - The Products sold remain the property of TORTEL INDUSTRIES until full payment of the purchase price, interest, costs and accessories. In the event of non-payment by the Customer, TORTEL INDUSTRIES may repossess the unpaid Products, including in the event of the Customer's insolvency proceedings pursuant to Articles L 624-16 et seq. of the French Commercial Code.
The sale will be automatically cancelled if TORTEL INDUSTRIES sees fit, and any advance payments already made will be retained by TORTEL INDUSTRIES in consideration of the Customer's enjoyment of the Products.
The repossession of the Products is not exclusive of any other legal proceedings that TORTEL INDUSTRIES may take. All costs of repossession and/or proceedings shall be borne by the Customer.
Resale or conversion - The Products remain the property of TORTEL INDUSTRIES until full payment has been received, and the Customer may not dispose of them for resale or processing. However, as a tolerance and for the sole needs of its business, TORTEL INDUSTRIES authorizes the Customer to resell the Products, provided that the Customer pays the full price due upon resale.
10. WARRANTY - EXCLUSION OF WARRANTY
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 INDUSTRIES therefore cannot guarantee the suitability of the Products for any particular purpose of the Customer.
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 INDUSTRIES 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 INDUSTRIES, TORTEL INDUSTRIES guarantees the Products for the entire duration of the DLUO.
For Products not manufactured by TORTEL INDUSTRIES, TORTEL INDUSTRIES will only pass on the supplier's warranty.
No warranty other than those mentioned above is given. Thus, TORTEL INDUSTRIES does not warrant that the Product will meet the Customer's requirements, that it will operate in combinations other than those mentioned in the Data Sheet.
Any warranty is excluded in case 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 case of normal wear and tear or force majeure, or by a modification of the Products not planned nor specified by TORTEL INDUSTRIES and finally in case of use after the expiry date.
In order to assert its rights, the Customer must inform TORTEL INDUSTRIES, in writing, of the existence of the defects with the appropriate justifications, within a maximum period of fifteen (15) days from their discovery, failing which any action relating thereto will lapse.
Subject to stock availability, TORTEL INDUSTRIES' warranty is limited to the replacement, within a reasonable time, and at best within fifteen (15) days, of Products under warranty deemed defective, without any other type of compensation being claimed from TORTEL INDUSTRIES, 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 INDUSTRIES, transport costs will be borne by the Customer.
No advice or information given by TORTEL INDUSTRIES, 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.
11. INTELLECTUAL PROPERTY
The Customer acknowledges that he/she 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 and which are and remain the exclusive property of TORTEL INDUSTRIES.
Except with the prior written consent of TORTEL INDUSTRIES, the Customer agrees not to use and/or exploit in any way whatsoever and for any reason whatsoever, the intellectual property rights of TORTEL INDUSTRIES.
The Customer undertakes to inform TORTEL INDUSTRIES, as soon as it becomes aware of any act of unfair competition or any infringement of TORTEL INDUSTRIES' intellectual property rights or of any protest made by a third party claiming that the goods infringe its intellectual property rights.
12. FORCE MAJEURE
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 execution 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.
13. LIMITATION OF LIABILITY
TORTEL INDUSTRIES shall only be liable for the financial consequences of (i) direct and (ii) foreseeable damage caused by the Products.
Under no circumstances shall TORTEL INDUSTRIES be liable for any indirect or consequential loss or damage, including, but not limited to, any lost profits, loss of business, loss of image, loss of sales or profits, loss of goodwill, loss of opportunity, cost of procurement of substitute products, in connection with or arising out of the product, its installation if performed by TORTEL INDUSTRIES, or its operation.
In any event, the amount of TORTEL INDUSTRIES' 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 INDUSTRIES.
14. AUTONOMY OF PROVISIONS
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@stimcareonline.com
15. AUTONOMY OF PROVISIONS
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.
16. CONFIDENTIALITY
The Customer shall not, without TORTEL INDUSTRIES' written consent, reveal, disclose or transfer to any third party, for any period whatsoever, any information obtained directly or indirectly from TORTEL INDUSTRIES or in connection with orders for Products, including, but not limited to, TORTEL INDUSTRIES' technical or commercial activities or methods and, in particular, 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 n°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.
17. PERSONAL DATA
As the party responsible for processing the said data, TORTEL INDUSTRIES 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 INDUSTRIES may process the Personal Data strictly necessary (i) to manage the order and, more generally, 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 INDUSTRIES 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.
The Customer's personnel have the right to access, rectify, oppose, delete, limit as well as the right to request to receive the Personal Data provided to TORTEL INDUSTRIES, in a structured, commonly used and machine-readable format, for the purpose of transmitting them to another data controller. Any such request should be addressed to TORTEL INDUSTRIES 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 INDUSTRIES undertakes to notify, under the conditions set out in Articles 33 and 34 of the Regulation, the breach in question to the competent supervisory authority (CNIL) no later than 72 hours after becoming aware of it, and to the person concerned as soon as possible. Without prejudice to any other administrative or legal 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.
18. ETHICS - COMPLIANCE WITH REGULATIONS
TORTEL INDUSTRIES 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 INDUSTRIES 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 INDUSTRIES will not use :
- child labor as defined in particular by the International Labor Organization Convention of June 26, 1973 on the Abolition of Child Labor, which sets the minimum age for admission to employment or work at fifteen years (Art. 1 and 2-3), subject to more favorable provisions of national laws;
- the work of persons subjected to forced labor as defined by the International Labor Organization Convention of June 28, 1930 concerning the Abolition of Forced or Compulsory Labor, and of persons detained for any reason whatsoever;
- the work of persons subjected to a state of servitude or slavery as defined and prohibited in particular by the International Covenant on Civil and Political Rights of December 16, 1966 and by the European Convention on Human Rights of November 4, 1950 and, in general, of persons who, for any reason whatsoever, could not personally consent, autonomously, to an obligation to work for TORTEL INDUSTRIES,
and guarantees that any suppliers and/or subcontractors comply with the same commitments.
In addition, TORTEL INDUSTRIES 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 INDUSTRIES declares that all the buildings it uses or operates comply with the regulations that apply to them, particularly with regard to safety, respect for the environment and legislation on classified establishments of any kind. In particular, TORTEL INDUSTRIES certifies that it complies at all times with the preventive measures applicable to the storage and use of products that may present safety, health or hygiene hazards.
In compliance with the legislative and regulatory provisions in force, TORTEL INDUSTRIES 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 INDUSTRIES also undertakes to respect in particular:
- Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH);
- European Directive no. 2002/95/EC of January 27, 2003 on the restriction of the use of certain hazardous substances in electrical and electronic equipment, European Directive no. 2002/96/EC of January 27, 2003 on waste electrical and electronic equipment (WEEE), and Decree no. 2005-829 of July 20, 2005 on the composition of electrical and electronic equipment and the disposal of waste from such equipment;
- if applicable in its capacity as a company whose shares are admitted to a regulated market, articles L.225-102-1, paragraph 5 and R.225-105 of the French Commercial Code;
- all applicable laws and regulations, such as those concerning composition, hygiene and food safety (cf. in particular directives 2006/141/EC, 2000/13/EC, 1995/2/EEC, regulation 1333/2008/EC).
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.
19. CORPORATE SOCIAL RESPONSIBILITY
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 INDUSTRIES undertakes and guarantees to the Customer:
- that it complies and will continue to comply throughout the duration of the business relationship with all French, European and international legislation in force concerning the prevention of and fight against corruption and influence peddling;
- that it has put in place, or will put in place within a reasonable timeframe, an anti-corruption system that complies with the provisions of Article 17 of the Law of December 9, 2016 on transparency, the fight against corruption and the modernization of economic life, known as the SAPIN II Law;
- that it has not committed, and will not commit in the future, any act constituting or likely to constitute a violation of all applicable anti-corruption legislation, in particular the provisions of article 435-1 et seq. of the French Penal Code;
- it is not the subject of any administrative or judicial investigation into facts likely to be qualified as public or private corruption or influence peddling.
As part of its evaluation obligation, the Customer may at any time request proof from TORTEL INDUSTRIES 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 INDUSTRIES undertakes to cooperate and provide any information and/or documentation that the Customer may request to enable TORTEL INDUSTRIES to carry out the audit.
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 breach of French, European or international laws on preventing and combating corruption and influence peddling.
20. APPLICABLE LAW - JURISDICTION
The relationship between TORTEL INDUSTRIES 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.
