Wholesale General Conditions of Sale

Ikatee General Conditions of Sale (wholesale site)

Updated as of November 25, 2020

To become an ikatee reseller, we thank you for carefully reading and adhering to the articles constituting our general conditions of sale.
Creating a reseller account will be done after unconditional acceptance of ikatee's Terms and Conditions. For existing reseller accounts, failure to accept these updated Terms and Conditions will result in account suspension.

Article 1: Purpose – Definitions

These general terms and conditions of sale (hereinafter the "General Terms and Conditions") stipulate the rights and obligations of the company ikatee SASU, with a capital of €10,000, registered with the RCS of Lyon under number 819 399 992 , operating the ikatee brand, and of professional customers purchasing products published under the ikatee brand. For the purposes hereof, the following terms shall have the meaning defined below:

“Customer”: means any professional who has purchased one or more products.
“Products”: Refers to the products published under the ikatee brand available for purchase.

Article 2: Application and enforceability

Placing an order implies the Customer's full and unreserved acceptance of these General Terms and Conditions, to the exclusion of any other document such as prospectuses or catalogs issued by ikatee (hereinafter the Company) and which have only an indicative value. No special condition may, unless formally and in writing accepted by the Company, prevail over these conditions. Any contrary condition opposed by the Customer will therefore, in the absence of express acceptance, be unenforceable against the Company, regardless of when it may have been brought to its attention. The fact that the Company does not avail itself at a given time of any of these conditions cannot be interpreted as a waiver of its right to avail itself of them subsequently.

Article 3: The order

3.1 Ordering terms

Any order placed directly with ikatee, via the Wholesale site, by email is only firm and final upon express written confirmation from ikatee, according to the terms of this confirmation and subject to verification of the availability of products in stock.

3.2 Minimum order

The order must reach €150 including VAT.

A contribution to shipping costs is required. The price list by weight and country is available on the brand's website.

3.3 Modification and cancellation

Any request from the Customer relating to the cancellation or partial or total modification of the order is subject to the express and prior acceptance of ikatee.

Article 4: Price and validity of the offer

Wholesale prices are in Euros and are listed in the latest price lists in effect communicated by Ikatee to the Customer. They are invoiced according to the price list in effect on the day of delivery. VAT is included for customers subject to VAT. Prices indicated include VAT if the customer is subject to VAT. The amount excluding VAT and the VAT amount will be indicated on the invoice.

Unless otherwise agreed in writing, prices are net ex-warehouse, plus shipping and packaging.

Ikatee reserves the right to modify its prices, in particular but not limited to, in application of new tax or customs provisions, depending on changes in monetary exchange rates or its supplies of raw materials.

Any new price will be communicated to the Customer by email at the latest 30 days before its effective application date, specified on said document.

Article 5: Payment

An invoice will be issued for each order, in accordance with the provisions of Article L.441-3 of the French Commercial Code. Any possible complaint regarding an invoice must be notified in writing within a maximum of 15 days following the date of issue of the invoice in question in order to be resolved before the payment deadline. Any reservations or disputes that the Buyer may have regarding an invoice do not authorize the latter to delay payment of said invoice.

Unless otherwise agreed, payment is due in full upon ordering, starting from the invoice date. Payment is made by bank transfer or credit card. Ikatee reserves the right to accept other payment methods. Advance payment does not entail a discount.

Payment deadlines must comply with what was agreed upon when the order was placed. Beyond a period of 8 days, after the agreed provision date, late payment interest equal to 1.5 times the legal interest rate will be applied to the amount of the invoice "VAT" in addition, and this per additional week of delay. Late payment penalties will be payable without a reminder being necessary, in application of article L441-6 of the French Commercial Code (article 33 of order n°86-1243 of December 1, 1986 amended by article 53-II of Law 2001-420 of May 15, 2001). Failure to settle a call for provision on invoice will result in the immediate suspension of the execution of all services by the company. In the event of repeated and successive payment reminders, Ikatee will request the obligation of payments for all subsequent orders in advance. In the event of partial delivery, each item of merchandise delivered may be invoiced separately and the customer may not rely on the pending balance of the order to defer payment of the partial invoice.

Article 6: Reservation of ownership

It is expressly agreed that the delivered goods remain the property of the Company until full payment of their price by the Customer, in accordance with the terms of Law No. 80.335 of 12-05-1980. It is however understood that the simple delivery of a title creating an obligation to pay does not constitute payment within the meaning of this clause, the original debt of the Company substituting with all the guarantees attached thereto, including the retention of title, until said means of payment has actually been paid.

Until the price has been paid in full, the Customer must individualize the delivered goods and not mix them with other goods of the same nature from other suppliers. In the event of seizure, or any other intervention by a third party on the goods, the Customer must inform the Company without delay in order to allow it to oppose it and preserve its rights.

The Customer may not present Ikatee Products at trade fairs where the Company is present.

The use of ikatee patterns during sewing workshops organized by the Client is only authorized on the sole condition that the pocket pattern is sold for the sewing workshop to each participant; the sale can be made by the Client or on the ikatee website (in pocket or PDF...proof of purchase must then be verified by the workshop organizer). Any use of a PDF pattern not purchased or even of a size of the pattern without sale is strictly prohibited.

Article 7: Delivery of products

The ordered products are delivered to the address indicated by the Customer. The Customer expressly undertakes to provide complete and accurate information. In the event of an error in the delivery address, incomplete or incorrect information, due to accessibility reasons or the absence of a person to receive the order, making it impossible to deliver an order, Ikatee cannot be held responsible.

Ikatee undertakes to make every effort to deliver the ordered products within the timeframes indicated upon order confirmation. Delivery times that may appear on the invoice are for guidance only. Delivery times vary depending on the availability of the ordered products, the delivery location, and the chosen delivery method. In all cases, the delivery time is a maximum of 15 days from the date the order is confirmed.

The Customer will be informed by email at the address provided by him/her of any possible delay in delivery. In such a situation, the Customer will also be informed by email of the new delivery times.

In all cases, the transfer of risks takes place upon shipment from the Company's warehouses. The products travel at the risk and peril of the recipient to whom they belong. Deliveries are provided by the Post Office, Fedex, UPS and DHL, unless the specificities of the delivery require the choice of another carrier. The cost of delivery is the responsibility of the Customer and is invoiced with the processing fees according to a fixed price specified before the order and validation of the order by the Customer.

Upon receipt of delivery, the Customer or his representative is required to check the goods in the presence of the duly authorized carrier. In the event of damage(s) due to transport, the Customer, as recipient, must expressly notify the carrier of any reservations deemed necessary within the time limits set, and send a copy to Ikatee, which reserves, failing this, the right to refuse the return, refund or replacement of the products, in accordance with the provisions of Article L.133-3 of the French Commercial Code.

Ikatee reserves the right to make partial deliveries, after having previously informed the Buyer.

Article 8: Goods ordered

Technical, aesthetic, or any other type of modifications deemed useful by the manufacturer may occur at any time without the Company being obliged to similarly modify the products ordered, delivered or to be delivered. The technical characteristics, dimensions, performance, and other data appearing on our website are for informational purposes only and are not contractual.

Article 9: Acceptance of Products and warranty

Any claim must be made by registered letter with acknowledgment of receipt stating the reason for the return and the details of the goods to be returned within 8 days of the arrival of the Products. Any return of a Product must be subject to a formal agreement between the Company and the Customer. Any Product returned without this agreement will be kept at the Customer's disposal and will not give rise to the establishment of a credit note.

In the event of an apparent defect or non-conformity of the Products delivered, duly noted by the Company under the conditions provided above, the Customer may obtain a free replacement, excluding any compensation or damages. The Customer benefits from the warranty against hidden defects on the Products as provided for in Articles 1641 to 1649 of the Civil Code.

The Company is fully liable to the Customer for the proper execution of the Order. However, the Company shall not be held liable if it proves that the non-performance or poor performance of its obligations is attributable to the Customer, to the unforeseeable and insurmountable act of a foreign third party, or to a case of force majeure. The Company shall not be liable for damages resulting from a fault of the Customer in the context of the use of the Products.

The Company's liability is excluded for any immaterial or indirect damage (including, but not limited to, loss of profit, loss of benefit or damage to image). Damage suffered by third parties is indirect damage.

Article 10: Intellectual property rights

The Customer expressly undertakes to present and market the Products under the brand indicated by Ikatee which is affixed to the Product, to the exclusion of any other brand.
The Customer undertakes not to rename the Products and to use only the names given to the Products by Ikatee.
Any use of drawings, illustrations, photos, and texts that the Customer would like to use to promote the products must be the subject of a written request from the Customer. The Customer is strictly required to respect the grants, copyrights, trademarks or licenses and to only use the media provided by the Company within the limits of use that it has granted. By adhering to these T&Cs, the Customer agrees to cite Ikatee as the author for any use of drawings, illustrations, photos and texts of the brand.
Imitations, copies, or reproductions are prohibited under penalty of prosecution. Photos and illustrations are available on the image bank provided by Ikatee and accessible via the Wholesale site. The use of other photos, intellectual property of seamstresses or influencers (for which Ikatee has obtained permission to publish on its retail site only) is not authorized.

Article 11: Contractual exemption from liability

ikatee's contractual obligations will be suspended automatically and without formality, and its liability released, in particular but not limited to, in the event of the occurrence of events such as: any work stoppage, floods, lack of raw materials, obstacles to production or transport, equipment accidents occurring on the premises of the Company, those of its suppliers or subcontractors, as well as in the event of the occurrence, after the conclusion of the sales, of any circumstance preventing the performance by the Company of its obligations under normal conditions.

Article 12: Miscellaneous

Generally speaking, if one or more provisions of the General Terms and Conditions are held to be invalid or declared as such pursuant to a law, regulation or following a final decision of a competent court, the other provisions will retain their full force and scope. The Parties then agree to replace the clause declared null and void with a clause that is closest in content to the clause initially agreed upon. The same principles will apply in the event of incomplete provisions. The provisions of these General Terms and Conditions express the entire agreement concluded between the Parties. The Client declares to have received the General Terms and Conditions, to have understood them and to have had the opportunity to discuss their content with ikatee in order to adapt them if necessary.

Article 13: Applicable law - attribution of jurisdiction

The General Conditions shall be interpreted, executed and governed by French law. In the event of difficulties relating to the validity, interpretation, execution or non-execution of these terms and conditions, and in the absence of an amicable settlement within thirty (30) days following the occurrence of the dispute, the Parties agree to submit their dispute to the exclusive jurisdiction of the competent court within the jurisdiction of the Lyon Court of Appeal.

Article 14: In summary

Placing an order implies full and unreserved acceptance of Ikatee's General Terms and Conditions.
Orders placed are firm and final only upon validation of the order by ikatee.
The minimum order is €150 including tax. All orders include a shipping fee.
Payment for the order must be made in full in cash, upon ordering, unless otherwise agreed. Any late payment will result in the payment of penalties.
Any complaint must be made by registered letter with acknowledgment of receipt within 8 days of the arrival of the products.
Any use of drawings, illustrations, photos, and texts must be subject to a prior request from the Company. In this case, the Client agrees to cite Ikatee as the author.