Terms and conditions of sale
As of 05/03/2024
1. Application of the general terms and conditions of sale
1.1 ICONYST is a company specializing in the development of corporate culture through the personalization of textiles and trendy objects, accessible via the www.iconyst.com website.
1.2 These General Terms and Conditions of Sale (hereinafter "GTCS") apply to all ICONYST services, unless expressly agreed otherwise in writing in the detailed quotation (hereinafter "Quotation") or in any special conditions sent to the Customer. Any stipulation to the contrary contained in the GTC or any other contractual document issued by the Customer is unenforceable against ICONYST. The present GTC shall also apply to future contractual relations with the Customer, without prior notice.
1.3 The Customer declares that he/she has read the General Terms and Conditions and accepts them unreservedly before using ICONYST's services.
Definitions and interpretation
In these T&Cs, unless the context otherwise requires, the following terms shall have the following meanings:
- "Bon à tirer" refers to the document on which the technical specifications of the Product customization are indicated, such as the dimensions, the colors used, the visual used, and/or any other indication specific to the customization technique.
- "Customer" refers to the person who has accepted and signed the present Terms and Conditions as well as the Quotation issued by ICONYST.
- "GTC" refers to the general terms and conditions of sale stipulated in this document.
- "Contract" means the agreement entered into between the Customer and ICONYST concerning the sale and purchase of Products and/or Services. The Contract includes the present General Terms and Conditions and the signed Quotation.
- "Creations" refers to the decorative content created by ICONYST, its employees or consultants as part of the Services, and intended to be reproduced on the Products. Creations include all new designs, visual identities and adaptations of the Customer Logo.
- "Quotation" means the document on which the price of the Products and/or Services mentioned by the Customer in the Form is indicated. Each Quotation shall contain the price, quantity, terms of payment and an estimated date for delivery of the Products or performance of the Services.
- "Delivery" means the moment when the Products are made available to the Customer at the place specified in the signed Quotation and/or the moment when the Services are performed and received by the Customer under the conditions specified in the signed Quotation. The terms "Delivered" and "Delivering" shall be interpreted in the same way.
- "Customer Logo" refers to the visual submitted by the Customer for affixing to the Products.
- "Default" means any act, declaration, omission, breach of any obligation (whether express or implied, condition or warranty) contained in the Contract or agreed before or contemporaneously with the conclusion of the Contract, any breach of any legal obligation relating to the subject matter of the Contract. Several breaches which together result in or contribute to the same damage or loss shall be treated as constituting a single breach, the date of which shall be that of the occurrence of the last breach.
- "Parties" means ICONYST and the Customer.
- "Services" refers to the work of creating designs and producing visual identities carried out by ICONYST in accordance with these GTC and as agreed by the Parties to the Quotation.
- "Products" means the products and/or other deliverables that ICONYST must deliver in accordance with the Customer's request.
- "Olympia" and "Epigone" refer to ICONYST's business offers, which focus on the development and sale of personalized textile products to sports and school customers.
- "ICONYST" refers to the company CCH1, a SAS with capital of 1,500 euros, registered with the RCS of Pont l'Évêque under number 892 415 423 and having its registered office at 20 rue Thouret, 14130 Pont l'Évêque.
- "Visual" refers to the logo that the Customer wishes to affix to the Products.
2. Sales process
(a) Contact via the contact form
(i) The Customer contacts ICONYST using the contact form on the website www.iconyst.com.
(ii) The Customer is contacted by ICONYST by any means in order to establish his needs. If the Customer cannot be reached by telephone, ICONYST will send an email containing a link to its catalog and an order form.
(b) Contact via the order form
(i) The Customer contacts ICONYST via the order form on the website www.iconyst.com.
(ii) The Customer will be contacted by ICONYST in order to specify his needs. If the Customer cannot be reached by telephone, ICONYST will send an email containing a link to its catalog and any technical information about the order.
(iii) In the order form, the Customer indicates as precisely as possible the Products and their specifications that he/she wishes to order. This document is purely informative and is intended for ICONYST to evaluate the Customer's needs. This document is therefore not contractually binding, which the Customer acknowledges.
(c) Contact in the context of commercial canvassing
(i) The Customer is contacted by ICONYST by any means in order to specify his needs. If the Customer cannot be reached by telephone, ICONYST will send an email containing a link to its catalog and information on how to place an order.
(ii) In all cases (a), (b), and (c), on the basis of the Form or any exchanges with the Customer, ICONYST publishes one or more mock-ups. The mock-up is purely indicative, in particular as regards the rendering of the visual, the size of the visual, as well as its placement, which the Customer expressly acknowledges.
(iii) ICONYST also publishes a Quotation ("Quotation").
(iv) Following any adjustments and if the terms of the Quotation are acceptable to the Customer, then the Customer shall return to ICONYST the signed Quotation and these GCS, which ICONYST shall acknowledge by email. Acknowledgement of receipt by ICONYST is considered to be the starting point of the Contract and the beginning of the performance of the Service.
(v) Quotations accepted by ICONYST may only be cancelled by the Customer with the express prior written consent of ICONYST and on condition that the Customer indemnifies ICONYST against all losses (including loss of profit), costs, damages, fees and expenses incurred by ICONYST as a result of the cancellation.
(vi) As part of the performance of the Service and in certain cases, ICONYST may be required to issue a "Bon à Tirer" (hereinafter "BAT") which will be validated in advance in writing by the Customer.
3. Prices for Products and Services
3.1 The price of the Products and/or Services, as well as the price of transport where applicable, is that indicated in the Quotation.
3.2 Any taxes, duties or other charges payable under foreign legislation are the sole responsibility of the Customer.
4. Payment terms and security
4.1 The payment of the price by the Customer for each order will be made, except in the case of a prearranged modality, at the time of acceptance of the Quotation by the Customer in cash by bank transfer to the bank account communicated by ICONYST or by credit card via a secure link sent by ICONYST to the Customer. In the case of bank transfer, proof of transfer must be sent to ICONYST.
4.2 Under no circumstances may payments be suspended or be subject to any form of compensation or retention.
4.3 Complaints concerning invoices must be notified without delay, which in no way affects the due date for payment.
4.4 Payments shall be made in full, in euros (unless a specific currency has been agreed in the Quotation) without deduction or set-off of any kind.
5. Late payment
5.1 Non-payment of an invoice within the deadlines set forth in article 4.1 hereof shall result, at ICONYST's discretion, in the suspension or termination of current Orders without prejudice to any other course of action, which the Customer expressly acknowledges and accepts.
5.2 Any delay in payment shall automatically incur interest for each day of delay at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, in accordance with the provisions of the French Commercial Code.
5.3 Interest is calculated on the principal amount due, inclusive of tax.
5.4 Interest is payable without formal notice.
5.5 In application of article D. 441-5 of the French Commercial Code, in the event of late payment, the Customer will be liable to ICONYST, in addition to the late payment penalties already provided for by law, for a fixed indemnity for collection costs of 40 euros.
5.6 In addition to interest and the fixed recovery indemnity, an indemnity of 15% of the amount due will be payable by the defaulting customer to cover the additional costs incurred by ICONYST.
6. Delivery
6.1 The Products and/or Services will be delivered to the Customer by ICONYST at the location indicated in the Quotation.
6.2 The Customer is responsible for unloading the Products.
6.3 Products travel at the Customer's risk, whatever the shipping method.
6.4 ICONYST shall endeavor to deliver the Products and/or Services on the Delivery date indicated in the Quotation, it being specified that the actual Delivery date is given purely as an indication and without commitment on the part of ICONYST.
6.5 Deliveries are made subject to availability and on a first-come, first-served basis.
6.6 ICONYST is entitled to make deliveries in whole or in part.
6.7 Delays in shipment may not, under any circumstances, give rise to damages or result in termination of the Contract by the Customer. Compliance with delivery dates is not an essential condition of the Contract.
6.8 No complaint concerning Delivery will be accepted if Delivery could not take place due to an error in the address indicated by the Customer, the absence of the Customer at the Delivery of the Products, the non-reclamation of the Products delivered by the Customer, or the non-payment of the elements referred to in article 4.2. within the framework of a delivery abroad.
6.9 In the aforementioned cases, the Customer will not be entitled to any refund from ICONYST and ICONYST will not be held liable in any way. The Customer must, if necessary, organize and pay for a new delivery.
7. Transfer of risk and ownership
7.1 The ownership of the Products will only be transferred to the Customer when ICONYST has received full payment in principal and accessories in cash or in freely available funds of the price of the Products.
7.2 The transfer of risks on the Products will take place in accordance with the moment of their Delivery, the Products thus travel at the Customer's risk.
8. Claims and returns
8.1 It is the Customer's responsibility to inspect the Products as soon as they are received.
8.2 ICONYST will not consider any complaint concerning the colors or sizes of the models (XS, S, L, etc) ordered by the Customer, as the Customer is solely responsible for the choice of these elements when placing the Order. It is reminded that the Customer has the possibility to ask ICONYST to send the raw Product (without logo) to check these elements. This shipment will be invoiced by ICONYST to the Customer.
8.3 Complaints concerning the Logo will be examined on a case-by-case basis, the Customer having to send the Logo in the format requested by ICONYST and having been informed that the reproduction of the Logo, and in particular that of the colors, cannot be perfectly identical to the Logo, notably because of the reproduction technique chosen by the Customer.
8.4 Complaints concerning the quantities delivered, apparent defects or non-conformity of the goods delivered in relation to the products ordered must be made immediately by the Customer, in a precise and reasoned manner, and noted on the carrier's delivery slip and confirmed within 48 hours by registered mail to the carrier, keeping a copy and sending a copy to ICONYST.
8.5 The said claim, including photos, inventory of damage and/or shortages (reference and batch number), annotated consignment note and description of the circumstances must be notified to ICONYST's customer service department by registered letter with acknowledgement of receipt on the day of delivery.
8.6 No claim will be validly accepted if the Customer fails to comply with these formalities and deadlines.
8.7 Under no circumstances may the Customer return Products without the prior and express agreement of ICONYST. In case of agreement, only Products in perfect condition for resale and in their original packaging (cardboard only) may be returned.
8.8 In all cases, any carriage costs are borne exclusively by the Customer, who undertakes to pay them, and returns travel at the Customer's expense and risk.
8.9 In the event of proven complaints, ICONYST will offer to replace, at its own expense, the Products concerned or to refund the price of the Products actually paid by the Customer for the order in question, within five working days of receipt of the returned Products.
8.10 If the Delivery is not refused and the Customer does not contact ICONYST under the conditions of this clause within forty-eight (48) hours of the Delivery, the Service and the Delivery shall be deemed to comply with the Customer's request, in quantity and quality.
9. Exclusion of warranty and liability
9.1 Unless expressly stated otherwise in these GTC, all contractual warranties or implied warranties provided by law are excluded to the extent permitted by law.
9.2 ICONYST's liability is limited to direct material damage to the exclusion of any indirect damage of any nature whatsoever.
9.3 Under no circumstances shall ICONYST be liable to compensate for any consequential or incidental damages such as, but not limited to, financial losses, including overheads, loss of profits, business, contracts, revenues, customers and production, as well as any damages related to damage to the Customer's image.
9.4 IN ANY EVENT, ICONYST'S TOTAL LIABILITY, IN THE EVENT OF A BREACH, WILL BE LIMITED TO THE TOTAL AMOUNT EXCLUSIVE OF TAX OF THE ORDER SUBJECT TO AND/OR RELATED TO THIS BREACH.
9.5 ICONYST shall not be held liable for any damages resulting from errors in documents or information provided by the Customer.
9.6 ICONYST shall also be exempt from any liability in the event that the Customer does not provide all the information necessary for the delivery of the Products and/or the performance of the Services.
9.7 The limitations of liability provided for in articles 9.2, 9.3, 9.5 and 9.6 above shall not apply in the event of :
(a) Death or injury; and
(b) Loss or damage resulting from ICONYST's intentional misconduct, wilful misconduct or gross negligence; and
(c) Breach by ICONYST of an essential obligation of the Contract.
10. Force Majeure
10.1 ICONYST shall not be liable to the Customer or be deemed to have breached any of its obligations as a result of a delay in performance or non-performance of its obligations concerning the sale of Products and/or the performance of Services if the delay in performance or non-performance is due to a Force Majeure Event as defined by French case law in force at the time of the occurrence of the event ("Force Majeure Event").
10.2 In the event of a Force Majeure Event, ICONYST will notify the Customer in writing, in particular by email unless prevented from doing so by the said event, within two (2) working days from the date of its knowledge of the Force Majeure Event, the sale and/or the Service being then suspended by operation of law without compensation, as from the date of occurrence of the Force Majeure Event and for the duration thereof.
10.3 If the Force Majeure Event lasts more than thirty (30) calendar days from the date of its occurrence, or if it constitutes a definitive impediment even though it is shorter, the sale and/or the Service may be terminated by the most diligent party, without ICONYST or the Customer being able to claim damages of any nature whatsoever. This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the said order.
11. Intellectual property
11.1 First and foremost, it is crucial that the Customer agrees not to use or provide ICONYST with photographs, drawings, clothing samples or other creations made by third parties for which the Customer is not the rights holder.
11.2 The Customer assumes sole responsibility for any breach of this obligation and agrees to indemnify ICONYST for any direct or indirect damages and costs arising from actions or claims brought by third parties in this regard.
11.3 License granted by the Customer: Within the scope of the Contract and on French territory, the Customer grants ICONYST a non-exclusive license to use the Customer Logo. The Customer warrants that it holds all intellectual property rights to this logo. ICONYST is thus authorized to reproduce, adapt, modify, assemble, compile and possibly translate the Customer Logo on all media, for the technical and/or aesthetic needs related to the products chosen by the Customer. Furthermore, ICONYST may reproduce and distribute any photographs associated with the Customer Logo for professional reference purposes on its promotional media.
11.4 Assignment of intellectual property rights: In the event of the provision of Services, ICONYST assigns to the Customer all proprietary rights attached to the creations produced. This includes the rights of reproduction, representation, translation, adaptation, compilation or assembly, on all media and by all means of distribution. This transfer is valid for the duration of the legal protection of intellectual property rights and for the whole world. The price of this assignment is included in the price invoiced to the Customer for the provision of the Service. If the Services include the creation of communication media, ICONYST remains the sole owner of the intellectual property rights on these media and may market them to other customers.
12. Pre-existing intellectual property rights
12.1 ICONYST may reproduce photographs, drawings, clothing samples or other creations made by third parties for illustration purposes in working documents. The Customer undertakes not to use these elements outside the defined framework and guarantees ICONYST against any damage resulting from this obligation.
12.2 If the Customer wishes to obtain all or part of the rights attached to these pre-existing elements, ICONYST will make its best efforts to obtain their transfer, at the Customer's expense, and according to conditions negotiated on a case-by-case basis.
13. Personal data protection
13.1 ICONYST acts as the controller of the Customer's personal data. Within the framework of the execution of the Contract, ICONYST only collects the contact email addresses of the Customer's employees, for the sole purpose of processing the order.
13.2 This data is kept for three years from the date of the order, after which it is permanently deleted. ICONYST may also use the Customer's personal data for marketing communication purposes or to send newsletters by email. The person concerned, i.e. the owner of the e-mail address, has the right to withdraw his/her consent at any time to no longer receive such e-mails from ICONYST.
Individuals concerned by their personal data have the following rights:
The right of access: They have the right to obtain confirmation from ICONYST as to whether or not their personal data is being processed.
The right of rectification: They may ask ICONYST to correct their personal data if it is inaccurate or incomplete.
The right to erasure: This right enables them to request the deletion of their personal data if its use is no longer justified or if it is illegal.
The right to restrict processing: They can block or restrict the future use of their personal data.
The right to data portability: They have the right to obtain and re-use some of their personal data for their own purposes from other data controllers.
The right to object: They may object to certain types of processing, in particular when such processing is based on legitimate interests pursued by ICONYST.
The right to withdraw consent: They may withdraw their consent to the processing of their personal data at any time, without affecting the lawfulness of the previous processing. The right to provide instructions after death: They have the right to provide ICONYST with instructions on the use of their personal data after their death, and may modify or revoke these instructions at any time.
14. Compensation
The Customer agrees to indemnify ICONYST against all costs, expenses, including attorneys' fees, arising from any legal or arbitration proceedings and other reasonable expenses related to any litigation or claim brought by ICONYST :
(a) in the event of non-compliance by the Customer with any law or regulation relating to the promotion, marketing and/or distribution of the Products and/or Services; and/or
(b) resulting from the infringement of intellectual property rights by the Customer and/or one of its customers; and/or
(c) related to bodily injury or property damage caused by the acts or omissions of the Customer and/or one of its customers.
15. Privacy
15.1 The Parties agree to treat as confidential all information to which they may have access in the course of their business relationship (such as business data, commercial information, etc.).
15.2 However, the provisions of this article shall not apply to confidential information if the receiving Party can prove: that it was already in the public domain at the time of its communication or that it subsequently became public through no fault of its own or of its employees and/or agents
that it has obtained them lawfully and in full from a source independent of the issuing Party
that it has lawfully obtained them from a third party not subject to an obligation of confidentiality.
16. Miscellaneous
16.1 These General Terms and Conditions of Sale, effective as of March 05, 2024, apply to any order of Products and/or Services placed with ICONYST, including the Forms and Quotations exchanged between ICONYST and the Customer for the placing of the order. They cancel and replace all previous conditions applicable to any order placed by the Customer with ICONYST after this date.
16.2 In the event of any discrepancy between these General Terms and Conditions of Sale and the Customer's general terms and conditions of purchase or any other contractual document issued by the Customer, the Customer agrees that the clauses of these General Terms and Conditions of Sale shall prevail.
16.3 Any notification issued by either party must be in writing, signed by or on behalf of the notifying party. The notification must be sent by registered letter with acknowledgement of receipt or by e-mail to the address of the notified party, unless delivered by hand.
16.4 The failure of either party to exercise or delay in exercising any right or remedy under the Contract shall not constitute a waiver of such right or remedy, nor shall it prevent such party from exercising such right or remedy at a later time.
16.5 If one or more clauses of these General Terms and Conditions of Sale are found to be invalid, unlawful or unenforceable by a court of competent jurisdiction, this shall not affect the validity or enforceability of the remaining clauses, which shall remain in full force and effect. The invalid clause will be replaced by a valid provision that comes as close as possible to the economic objective sought by the parties.
16.6 Any reference to a legal provision in these Terms and Conditions shall be construed as referring to such provision as amended, re-enacted or extended at the time of such reference.
16.7 These General Terms and Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreement, whether oral or written, regarding their subject matter.
16.8 Any modification of the present General Terms and Conditions of Sale will only be enforceable with the written agreement of ICONYST's duly authorized representative.
16.9 The failure of either party to insist upon strict performance of any obligation of these Terms and Conditions on any particular occasion shall not constitute a waiver of such right and shall not prevent such party from demanding strict performance of such obligation or any other obligation at any time.
17. Applicable law and jurisdiction
17.1 These General Terms and Conditions of Sale and any order for Products or Services shall be governed by and construed in accordance with French law. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms and Conditions and to the sale of Products by ICONYST.
17.2 The Parties agree to use their best efforts to reach an amicable settlement of any dispute. Any request for amicable settlement must be notified to the other Party by registered letter with acknowledgement of receipt, setting out the grounds for the dispute or difference and the supporting documents.
17.3 The Parties shall meet within 10 working days of receipt of the aforementioned request.
17.4 Any dispute relating to any order for Products or Services and/or to these General Terms and Conditions of Sale, including their interpretation, negotiation, performance or failure to perform, shall fall within the exclusive jurisdiction of the Commercial Court of Lisieux, including in summary proceedings and in the event of multiple defendants and/or third-party claims.
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At Iconyst, we embody a unique vision of object design, textile collections and merchandising. Explore our world where aesthetics meet functionality, making your collections emblematic levers of recognition and desirability.
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Let's evoke emotions
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Our products
Our services
At Iconyst, we embody a unique vision of object design, textile collections and merchandising. Explore our world where aesthetics meet functionality, making your collections emblematic levers of recognition and desirability.
Find us