General Terms and Conditions of Sale – Professionals Only

Version in force as of: [to be completed]

ARTICLE 1 – IDENTIFICATION OF THE SELLER

The website www.fouta.biz is operated by:

L’ORIENTALE
Trade name: FOUTA TUNISIE
SAS – Simplified Joint Stock Company under French law
SIREN: 499 788 172
SIRET of the registered office: 499 788 172 00041
Intra-community VAT number: FR26 499 788 172
EORI number: FR499 788 172
Registered office: Parc d’Activités Europescaut, Rue du Coron des Dix, 59410 Anzin, France
Email: info@fouta.biz

Hereinafter referred to as “Fouta Tunisie” or the “Seller”.

ARTICLE 2 – PURPOSE AND SCOPE

These General Terms and Conditions of Sale (hereinafter the “GTCS”) are intended to define the conditions under which Fouta Tunisie sells its products and services to professional customers via the website www.fouta.biz, or by any other means of ordering (email, quotation, invoice, purchase order, business correspondence, etc.).

These GTCS apply exclusively to professional customers, namely any natural or legal person acting within the scope of their professional, commercial, artisanal, industrial, agricultural or liberal activity.

The website www.fouta.biz is strictly reserved for professional customers.

Any order placed with Fouta Tunisie implies full, complete and unconditional acceptance of these GTCS.

Unless otherwise agreed in writing, no purchasing terms and conditions of the Customer shall prevail over these GTCS.

ARTICLE 3 – PROFESSIONAL CUSTOMERS ONLY

The Customer expressly acknowledges that they:

are acting within the scope of their professional activity,
are purchasing for the needs of their business activity,
and are not acting as a consumer or non-professional party.

Fouta Tunisie reserves the right to request from the Customer any proof of their professional activity (VAT number, company registration number, Kbis extract, company name, etc.).

Fouta Tunisie may refuse, suspend or cancel any order that does not clearly fall within a professional activity.

ARTICLE 4 – PRODUCTS AND SERVICES

Fouta Tunisie offers for sale, in particular:

foutas,
textiles,
derived products,
accessories,
customisable items,
as well as related services (embroidery, marking, manufacturing, special production, custom weaving, contract work, etc.).

The essential characteristics of the products are presented on the website, in quotations, catalogues, business correspondence or documents sent to the Customer.

Photographs, visuals, descriptions, colours, dimensions, weights and finishes are presented with the greatest possible care. However, they are provided for information purposes only and may show slight variations.

The Customer expressly accepts that:

shades may vary depending on dye baths, materials, screens or display media;
textile and artisanal products may display slight irregularities in weaving, finishing or embroidery;
minor differences in dimensions, weight or appearance shall not constitute a defect.

These elements are inherent to textile, artisanal or semi-artisanal manufacturing and shall not engage the Seller’s liability.

ARTICLE 5 – CUSTOMISATION AND MADE-TO-MEASURE MANUFACTURING

Any order including:

embroidery,
specific weaving,
logo,
marking,
visual,
adaptation of dimensions,
choice of specific colours,
special creation,
or manufacturing on request,

shall be considered a customised or made-to-measure order.

The Customer is solely responsible for:

the files, visuals, logos, texts, drawings, mock-ups, references and instructions provided,
their accuracy,
and their compliance with third-party intellectual property rights.

The Customer shall indemnify Fouta Tunisie against any action, claim, judgment or recourse related to the use of the elements provided.

Any validation by the Customer of a proof, visual, sample, simulation, mock-up or written approval shall constitute final acceptance for the start of production.

No claim shall be accepted after validation of the production elements, except in the event of an obvious error attributable to the Seller.

ARTICLE 6 – PRODUCT AVAILABILITY

The products offered are sold subject to available stock.

In the event of total or partial unavailability after order confirmation, Fouta Tunisie shall inform the Customer as soon as possible.

In such case, Fouta Tunisie may offer:

a new delivery time,
a replacement product,
a credit note,
or a partial or full refund for the unavailable part.

No replacement shall be made without the Customer’s agreement.

ARTICLE 7 – PRICES

The prices displayed on www.fouta.biz are stated in euros excluding taxes (excl. VAT), unless otherwise indicated.

Unless otherwise stated, they do not include:

VAT that may be applicable,
transport costs,
special packaging costs,
customs duties,
local taxes,
import charges,
or any other costs related to the destination.

The applicable price is the one in force on the date of order confirmation.

Fouta Tunisie reserves the right to amend its prices at any time. However, products shall be invoiced on the basis of the rates applicable at the time the order is accepted.

Any specific request outside standard conditions, outside stock, outside catalogue or involving special conditions may be subject to a separate quotation.

ARTICLE 8 – ORDERS

Any order shall become final only after:

validation or confirmation by the Customer,
acceptance by Fouta Tunisie,
and, where applicable, receipt of the agreed payment or deposit.

Fouta Tunisie reserves the right to refuse, suspend or cancel any order, notably in the event of:

a previous dispute,
non-payment,
an abnormal request,
suspected fraud,
technical or logistical impossibility,
or an obvious error regarding price, stock or order.

For customised, made-to-measure or manufacturing orders, production shall only begin after:

technical validation,
approval of the proof / visual if applicable,
and receipt of the required payment or deposit.

ARTICLE 9 – PAYMENT TERMS

Unless otherwise agreed in writing, orders are payable in full upon order.

Payments may be made by:

bank card,
bank transfer,
cheque (if accepted),
or any other method proposed by the Seller.

Any request for deferred payment, deposit, instalment plan or special payment terms must be subject to a prior written agreement.

In the event of instalment or deferred payment, failure to pay a single instalment shall make all outstanding sums immediately due and payable.

ARTICLE 10 – LATE PAYMENT

In the event of late payment, the amounts due shall automatically and by operation of law, without prior reminder, bear late payment penalties calculated at a rate equal to three (3) times the legal interest rate.

In addition, any sum unpaid on its due date shall automatically give rise to a fixed compensation of 40 euros for collection costs.

If the actual collection costs incurred exceed this amount, additional compensation may be claimed upon presentation of supporting documents.

Late payment or non-payment also entitles Fouta Tunisie to:

suspend any current order,
require immediate payment for any new order,
refuse any new delivery,
or terminate the business relationship after formal notice has remained ineffective.

ARTICLE 11 – RETENTION OF TITLE

Fouta Tunisie retains full ownership of the products sold until full payment of the price, including principal, costs, taxes and ancillary charges.

Failure to pay authorises Fouta Tunisie to reclaim the relevant products, without prejudice to any other action.

The Customer shall refrain from pledging, assigning or transforming goods that have not been fully paid for in a way that would affect the Seller’s ownership rights.

ARTICLE 12 – DELIVERY

The products shall be delivered to the address indicated by the Customer at the time of ordering.

Orders may be shipped from any logistics site, warehouse, workshop, depot or platform used by Fouta Tunisie depending on the nature of the order and product availability.

Deliveries may be carried out by any carrier chosen by Fouta Tunisie or agreed with the Customer.

The delivery times indicated on the website, in a quotation, email, purchase order or any other medium are provided for information purposes only.

A delay in delivery shall in no event:

justify automatic cancellation of the order,
authorise refusal of the goods,
or give rise to any compensation,

except in the event of an express written commitment by Fouta Tunisie or proven gross negligence.

ARTICLE 13 – TRANSFER OF RISK

The transfer of risk shall take place upon:

handover of the goods to the carrier,
or making them available to the Customer,

depending on the agreed delivery method.

From that moment, the goods shall travel at the Customer’s risk, even in the case of carriage-paid sales, unless otherwise agreed in writing.

It is the Customer’s responsibility to take out any useful insurance if they deem it necessary.

ARTICLE 14 – RECEIPT OF GOODS AND RESERVATIONS

The Customer is required to check the apparent condition of the parcels and goods at the time of delivery.

In the event of damage, shortage, damaged parcel or visible anomaly, the Customer must imperatively:

make precise, complete and reasoned reservations on the carrier’s delivery note at the time of delivery;
confirm such reservations with the carrier within the legal forms and time limits;
inform Fouta Tunisie in writing within a maximum of 48 hours, with supporting photographs and documents.

Failing this, delivery shall be deemed compliant and accepted without reservation.

General statements such as:

“subject to unpacking”,
“parcel damaged”,
“general reservation”,

shall not be considered valid reservations.

ARTICLE 15 – CLAIMS

Any claim relating to an apparent lack of conformity, visible defect, reference error or quantity or quality anomaly must be made in writing within 7 calendar days from receipt.

After this period, the products shall be deemed compliant and definitively accepted.

Any claim must be accompanied by:

the order or invoice number,
clear photographs,
and a detailed description of the issue.

After verification, Fouta Tunisie may, at its sole discretion:

replace the product,
grant a credit note,
issue a partial or full refund,
or propose any other appropriate solution.

No return may be made without prior written approval from Fouta Tunisie.

ARTICLE 16 – RETURNS

No return of goods shall be accepted without prior written authorisation from Fouta Tunisie.

Returned products must be:

complete,
unused,
unwashed,
unmodified,
and returned in their original condition.

Unless the error is attributable to Fouta Tunisie, the costs and risks of return shall remain exclusively borne by the Customer.

ARTICLE 17 – NO RIGHT OF WITHDRAWAL

As the website www.fouta.biz is exclusively reserved for professional customers, the Customer does not benefit from any right of withdrawal applicable to consumers.

Accordingly, no order may be cancelled, taken back or refunded after validation, unless expressly agreed in writing by Fouta Tunisie.

In any event, the following shall be excluded from any return, exchange or refund, except in the case of a proven defect attributable to the Seller:

customised products,
embroidered products,
made-to-measure productions,
custom-woven products,
specific markings,
items specially manufactured for the Customer.

ARTICLE 18 – WARRANTIES AND LIMITATION OF LIABILITY

Fouta Tunisie shall only be liable for proven defects directly attributable to it.

The following are notably excluded from any warranty:

normal wear and tear,
defects resulting from improper storage,
damage related to transport after the transfer of risk,
misuse,
inappropriate washing or treatment,
minor differences in shade, weaving, finish, size or weight,
defects related to elements provided or approved by the Customer.

Should Fouta Tunisie’s liability be established, it shall in any event be strictly limited to the net amount excluding taxes of the relevant order.

Under no circumstances shall Fouta Tunisie be liable for:

loss of business,
loss of profit,
loss of customers,
damage to image,
or any indirect damage.

ARTICLE 19 – FORCE MAJEURE

Fouta Tunisie shall not be held liable in the event of delay, non-performance or improper performance resulting from force majeure or any event reasonably beyond its control.

The following shall notably be considered cases of force majeure or equivalent events:

strike,
logistical blockage,
shortage of raw materials,
supply disruption,
breakdown,
fire,
flood,
health crisis,
war,
social conflict,
administrative closure,
customs disruption,
or serious failure by a carrier or subcontractor.

Performance of the obligations shall be suspended for the entire duration of the event concerned.

ARTICLE 20 – PERSONAL DATA

The data collected in the context of orders, quotations, invoices, business correspondence and customer relationships are used by Fouta Tunisie for:

order management,
invoicing,
delivery,
commercial follow-up,
and customer relations.

Such data are processed in accordance with the applicable regulations relating to the protection of personal data.

The Customer may exercise their rights of access, rectification, objection or deletion by sending their request to:
info@fouta.tn

ARTICLE 21 – INTELLECTUAL PROPERTY

All elements of the website www.fouta.biz, including in particular:

texts,
photographs,
visuals,
logos,
graphics,
content,
documents,
graphic charter,
videos,
files,
trademarks,
designs,
models,

are protected by intellectual property laws.

Any reproduction, representation, distribution, adaptation, exploitation or use, in whole or in part, without Fouta Tunisie’s prior written authorisation, is strictly prohibited.

The trademark FOUTA TUNISIE and all associated elements shall remain the exclusive property of their respective owners.

ARTICLE 22 – PARTIAL INVALIDITY

If one or more provisions of these GTCS are declared null, unenforceable or invalid, the remaining provisions shall remain in full force and effect.

ARTICLE 23 – APPLICABLE LAW AND JURISDICTION

These GTCS shall be governed by French law.

Any dispute relating to their validity, interpretation, performance, termination or consequences shall, failing prior amicable settlement, be submitted to the exclusive jurisdiction of the courts within the district of Fouta Tunisie’s registered office, including in the event of multiple defendants or third-party proceedings.

Recommended wording to add at the time of order validation:
By validating the order, the Customer acknowledges acting exclusively for professional purposes and accepts these General Terms and Conditions of Sale without reservation.