Terms of Sale
1. Scope and Purpose
These General Terms and Conditions of Sale (hereinafter the “GTCS”) apply to all sales of products carried out by the company INNPORT, whether concluded via the online store of the SHAPE WLB Europe website, or within the framework of direct sales (showroom, trade fairs, quotations, purchase orders, orders placed by mail or electronically).
The company INNPORT is registered with the Trade and Companies Register under number RCS 537 494 767. Its postal address is 11 Bis Route de Berlin – 34200 Sète, and its email address is contact@innport.eu.
It is expressly stated that INNPORT acts as a reseller and distributor of the marketed products, and not as a manufacturer, unless expressly stated otherwise.
Any order of products implies full and unconditional acceptance of these GTCS, which shall prevail over any other document issued by the customer, except for specific conditions duly accepted in writing by INNPORT.
2. Formation of the Contract - Order
For online sales, placing an order for a product listed on the SHAPE WLB Europe website requires prior review and acceptance of these general terms and conditions of sale. Clicking to confirm the order constitutes full acceptance of these terms. This click serves as a “digital signature.”
For direct sales (outside the website), an order is considered firm and final upon the signing of a quotation, validation of a purchase order, or written confirmation (in particular by mail or email) from the customer, accepted by INNPORT.
INNPORT reserves the right to refuse or cancel any order from a customer with whom there is an existing dispute relating to the payment of a previous order.
3. Order Confirmation
For orders placed via the website, the contractual information will be confirmed by email to the address provided by the customer in the order form.
For direct orders, confirmation may be made through a signed quotation, a summary purchase order, a pro forma invoice, or any written document issued by INNPORT setting out the essential elements of the order.
4. Proof of Transaction
Computerized records stored in INNPORT’s information systems under reasonable security conditions shall be considered as evidence of communications, orders, and payments between the parties.
Order forms and invoices are archived on a reliable and durable medium that can be produced as evidence.
5. Product Information
Every effort has been made to ensure the accuracy of the information presented on the SHAPE WLB Europe website, in catalogs, commercial offers, or quotations. However, INNPORT or its suppliers shall not be liable for any consequences, incidents, or special damages arising from electronic transmissions or from the accuracy of the information transmitted, even if INNPORT has been advised of the possibility of such damages.
Product and manufacturer names and trademarks are used solely for identification purposes. Visuals (photographs, illustrations) are provided for indicative purposes only and are not contractually binding. The essential characteristics of the products are described as accurately as possible.
6. Prices - Validity Period of the Offer
Prices may be expressed either exclusive of tax (excl. VAT) or inclusive of all taxes (incl. VAT), depending on the customer’s billing country and the applicable tax rules. The amount of value-added tax (VAT) is determined based on the place of delivery, the customer’s status (professional or consumer), and the regulations in force within the European Union.
For intra-Community sales to professionals holding a valid intra-Community VAT number, invoices may be issued exclusive of tax in accordance with applicable rules (reverse charge mechanism).
For sales to consumers within the European Union, the applicable VAT will be that of the destination country, in accordance with the OSS (One Stop Shop) scheme, where applicable.
For online sales, the prices displayed are valid at the time of consultation by the customer and on the date of the order. INNPORT reserves the right to change its prices at any time, while guaranteeing the customer the price in effect at the time the order is confirmed.
Our prices may be revised in accordance with economic and commercial conditions, without prior notice, for any future order.
7. Payment Terms- Late Payment
Payment terms (payment in full, deposit, deadlines, and methods) are specified on the quotation, purchase order, or invoice.
Unless otherwise stipulated, payment is due in full upon ordering or upon delivery, by bank transfer, cheque, or credit card where available.
In the case of sales to professionals, and in accordance with Article L.441-10 of the French Commercial Code, any late payment shall automatically give rise, from the day following the due date indicated on the invoice, to:
- the application of late payment penalties calculated on the basis of the European Central Bank (ECB) reference rate plus 10 percentage points or, failing that, at the minimum rate provided by law, and
- the payment of a fixed indemnity of €40 for recovery costs, without prejudice to INNPORT’s right to claim additional compensation upon justification.
Late payment penalties are payable without the need for any prior reminder or formal notice. In the event of continued non-payment, INNPORT reserves the right to suspend or cancel ongoing orders and/or repossess delivered goods, without prejudice to any other legal action.
8.Delivery Terms
Products are delivered to the address indicated by the customer on the purchase order or agreed upon in the case of a direct order, within France, throughout the European Union, and, upon request, outside the European Union subject to prior acceptance by INNPORT.
Delivery times are provided for indicative purposes only.
All products leave INNPORT’s premises in perfect condition.
The customer must report any visible damage (holes, signs of crushing, damaged parcel, etc.) to the carrier upon delivery and, where applicable, refuse the parcel.
The absence of reservations upon receipt does not deprive the consumer customer of their rights under applicable legal warranties.
As with any shipment, delays or loss of the product may occur. In such cases, INNPORT will contact the carrier to initiate an investigation. Every effort will be made, for as long as necessary, to locate the parcel. Where applicable, INNPORT will offer an appropriate solution to the customer, which may include reshipment or reimbursement, in accordance with applicable regulations.
INNPORT cannot be held liable for delays attributable solely to the carrier or to external circumstances (such as weather conditions, strikes, etc.), without prejudice to the rights of the consumer customer.
For deliveries outside the European Union, customs duties, local taxes, and import charges are the sole responsibility of the customer.
9. Delivery Issues Attributable to the Carrier
Any anomaly relating to delivery (damage, missing items compared to the delivery note, damaged parcel, broken products, etc.) must be clearly indicated on the delivery note in the form of “handwritten reservations,” accompanied by the customer’s signature.
The customer must also confirm the issue by sending the carrier, within two (2) working days following the delivery date, a registered letter with acknowledgment of receipt detailing the complaint, and must send a copy of this letter to INNPORT – 11 Bis Route de Berlin – 34200 Sète.
Without such formal notice, no exchange can be processed.
10. Right of Withdrawal (Consumer Customers)
The right of withdrawal applies only to natural persons acting as consumers, in the context of distance sales or contracts concluded off-premises, in accordance with Articles L.221-18 et seq. of the French Consumer Code.
The consumer has a period of fourteen (14) calendar days to exercise their right of withdrawal, without having to provide any reason or incur any costs other than those provided for by law. This period runs from the day of receipt of the products.
To exercise this right, the customer must inform INNPORT, before the expiry of the period, of their decision to withdraw by means of an unambiguous statement (for example, by letter or email). A standard withdrawal form is made available to the customer in accordance with applicable regulations.
Products must be returned to the following address: INNPORT – 11 Bis Route de Berlin – 34200 Sète.
Products must be returned complete, in their original packaging, unused, and in perfect condition for resale. Return shipping costs shall be borne by the customer, unless otherwise required by law.
The customer is informed that the products sold are technical equipment, notably intended for professional use. Any use of the product beyond what is necessary to verify its nature, characteristics, and proper functioning may engage the customer’s liability in the event of depreciation of the goods.
The consumer may be held liable for any depreciation in value of the goods resulting from handling other than what is necessary to establish the nature, characteristics, and proper functioning of the product. Any product that is damaged, incomplete, or whose packaging is deteriorated may exclude the right to reimbursement or result in a reduction of the refund.
The customer is required to check the condition of the products upon receipt and to report any anomaly in accordance with the procedures set out in the article relating to delivery.
In accordance with Article L.221-28 of the French Consumer Code, the right of withdrawal cannot be exercised in particular for goods made to the consumer’s specifications or clearly personalized, goods liable to deteriorate or expire rapidly, goods unsealed by the consumer that cannot be returned for reasons of hygiene, safety, or technical protection, as well as audio or video recordings or computer software when they have been unsealed by the consumer.
In the event of a valid exercise of the right of withdrawal, INNPORT will reimburse the consumer for the sums paid, including standard delivery costs, within fourteen (14) days from the date on which it is informed of the decision to withdraw.
INNPORT may defer the reimbursement until recovery of the goods or until the consumer has provided proof of shipment of the goods, whichever occurs first, in accordance with Article L.221-24 of the French Consumer Code.
The right of withdrawal does not apply, unless expressly agreed by INNPORT, to sales concluded with professionals.
11. Delivery Errors and Non-Conformity
The customer must submit to INNPORT, on the day of delivery or at the latest on the first working day following delivery, any claim relating to delivery errors and/or non-conformity of the products in terms of type or quality compared to the details stated on the purchase order or invoice. Beyond this period, any claim will be rejected.
Claims may be made by email at contact@innport.eu or by post to: INNPORT – 11 Bis Route de Berlin – 34200 Sète.
Any claim not made in accordance with the rules set out above and within the specified time limits will not be taken into account and will release INNPORT from any liability.
In the event of a delivery error or exchange, any product to be exchanged or refunded must be returned to INNPORT in its entirety, in its original packaging, and in perfect condition, to the address المذك above. Any return must be notified in advance and accepted by INNPORT.
Shipping costs shall be borne by INNPORT in the event of a proven error, unless it appears that the returned product does not correspond to the original declaration made by the customer.
12. Legal an Commercial Warranties
The provisions of these terms may not deprive the customer of the legal warranty requiring the professional seller to guarantee against all consequences of hidden defects in the sold item (Articles 1641 et seq. of the French Civil Code).
When the customer is a consumer, they also benefit from the legal guarantee of conformity provided for in Articles L.217-3 to L.217-20 of the French Consumer Code.
These legal warranties apply for a minimum period of two (2) years from the delivery of the goods.
The customer is informed that INNPORT is not the manufacturer of the products presented. In the event of a product defect, liability may be engaged in accordance with applicable legal provisions, notably against the manufacturer where applicable.
Any commercial warranty, when offered, has a duration of one (1) year unless otherwise stated. It does not replace the legal warranties and does not limit their scope.
The commercial warranty does not cover products that have been modified or repaired by the customer or by any entity other than INNPORT-approved service providers, nor those subject to improper or non-compliant use.
13. Demo / Clearance Terms - Specific Warranties
All items offered in CLEARANCE (demonstration or second-hand) are subject to the statement “subject to stock availability.” These products may show signs of use, which are specified where applicable in the offer or product sheet.
Warranty for CLEARANCE products:
– DEMO: 3 months;
– SECOND-HAND: 3 months.
These specific warranties do not deprive the customer of their legal warranties (conformity and hidden defects), where applicable.
INNPORT cannot be held liable for any use that does not comply with the technical specifications of the product.
14. Rights of Use and Intellectual Property
All elements (texts, images, logos, trademarks, designs, models, etc.) appearing on the SHAPE WLB Europe website, in catalogs, commercial materials, or documents provided to the customer are protected by intellectual property rights held by INNPORT and/or third parties, including manufacturers and partners.
Any reproduction, representation, use, or adaptation, in any form whatsoever, of all or part of these elements, without the prior written authorization of their respective rights holders, is strictly prohibited.
15. Retention of Title Clause
Retention of title clause – Article 2367 of the French Civil Code. INNPORT retains ownership of the goods sold until full payment of the price, including costs and ancillary charges, has been received, in accordance with Article 2367 of the French Civil Code.
The transfer of risk occurs upon delivery of the products to the carrier or to the customer; however, ownership remains with INNPORT until full payment has been made.
In the event of total or partial non-payment by the due date, INNPORT may require the return of the goods at the customer’s expense, without prejudice to any legal action.
16. Force Majeure
Neither party shall be considered in breach of its contractual obligations to the extent that performance is delayed, hindered, or prevented by an unforeseeable event or a case of force majeure as defined by French case law.
In addition to those typically recognized by courts, force majeure or unforeseeable events include: blockage of transportation or supply chains, earthquakes, fires, storms, floods, lightning, failure of telecommunications networks, or difficulties specific to external telecommunications networks beyond the control of the parties, as well as total or partial strikes, whether internal or external to the company.
The party affected by such circumstances shall notify the other party within ten (10) working days from the date on which it becomes aware of the event.
The parties shall then meet within a reasonable period to assess the impact of the event and agree on the conditions under which the contract will continue to be performed.
If the force majeure event lasts longer than one (1) month, the affected party may request termination of these Terms and Conditions.
17. Partial Invalidity
If one or more provisions of these General Terms and Conditions of Sale are held to be invalid or declared as such pursuant to a law, regulation, or a final decision of a competent court, the remaining provisions shall remain fully valid and enforceable.
18. Non-Waiver
The fact that one of the parties does not invoke, at any given time, any provision of these General Terms and Conditions of Sale shall not be interpreted as a waiver of the right to subsequently rely on that provision.
19. Governing Law - Disputes - Mediation
These General Terms and Conditions of Sale are governed by French law. However, this provision does not deprive consumers residing in another Member State of the European Union of the mandatory protective provisions granted by the law of their country of habitual residence.
In the event of a dispute, the consumer customer shall first contact INNPORT in order to seek an amicable solution. The consumer is informed of the possibility of resorting free of charge to a consumer mediation service, in accordance with Articles L.612-1 et seq. of the French Consumer Code, the contact details of which may be provided upon simple request.
In the case of sales to a legal entity or a professional, any dispute relating to the validity, interpretation, or performance of these General Terms and Conditions of Sale shall fall under the exclusive jurisdiction of the Commercial Court of INNPORT’s registered office, unless otherwise provided by mandatory legal provisions.
20. Personal Data Protection -CNIL
All personal data collected from the customer is processed by INNPORT for the purposes of order management, invoicing, product delivery, and, where applicable, commercial communications, in compliance with applicable regulations (General Data Protection Regulation – GDPR and the French Data Protection Act).
The customer has the right to access, rectify, restrict, object to, and delete their personal data. These rights may be exercised by contacting INNPORT by post or by email at contact@innport.eu.
Data is retained for the period necessary for the management of the commercial relationship and in accordance with applicable statutory limitation periods.
INNPORT may be required to declare or make available to the CNIL (French Data Protection Authority) its data processing activities, where applicable under a specific registration or declaration number.