Effective Date: January 1st 2026
These « General Terms and Conditions of Sale » apply to all sales of all Products and all services of TELEFLOW and are an integral part of the contract between the Customer and TELEFLOW. In the event of a conflict between these General Terms and Conditions of Sale and the Customer’s General Terms and Conditions of Purchase, it is expressly agreed that these General Terms and Conditions of Sale shall prevail. TELEFLOW reserves the right to amend these General Terms and Conditions of Sale at any time for a new Product, a new service or an improvement to Products or services. The applicable General Terms and Conditions of Sale are those in force as of date of payment (or of the first payment in the event of multiple payments) for the order. The Customer declares that it has read and understood all of these General Terms and Conditions of Sale and, where applicable, the Special Terms and Conditions of Sale related to the Products and services, and that it accepts them without limitation or reservation simply by having entered into a business relationship with TELEFLOW. The Customer acknowledges that it has received the necessary advice and information to ensure that the product or service is consistent with its needs. The Customer declares that it is legally capable of contracting in accordance with French law or that it validly represents the natural or legal person on behalf of witch it enters into the agreement. Unless proved otherwise, information recorded by TELEFLOW constitute the proof of all transactions.
TELEFLOW and Customer are referred to individually as a "Party" and collectively as the "Parties".
These General Terms and Conditions of Sale, incorporated by this reference into any commercial agreement, commercial program, service agreement or other agreement, contract, quotation letter or purchase order, and any attachment or amendment thereto, for the sale of Products by TELEFLOW, are collectively or individually referred to as Contract.
Customer: any customer purchasing Products from TELEFLOW for their business activity and needs.
Order: any purchase order detailing the Products to be supplied by TELEFLOW to Customer upon TELEFLOW’s acceptance in accordance with Section 5.1.
Customer Data: refers to Customer's personal data.
Michelin Group: entities Controlled by Compagnie Générale des Établissements Michelin, 23 place des Carmes Déchaux, 63000 Clermont-Ferrand, registration no. 855 200 887, it being specified that TELEFLOW is a subsidiary of the Michelin Group.
Confidential information: all non-public and proprietary information including, without limitation, know-how, intellectual property, ideas, drawings, designs, concepts, samples, models, plans, data, software, and other technical, operating, financial or commercial information that would be regarded as confidential by a reasonable business person, which is obtained directly or indirectly either before or after the date of the Contract by one Party from the other Party or by virtue of having communications with or being on the premises of the other Party in connection with the business relationship.
Day or Calendar Day: all calendar days of the civil year (i.e., including Sundays and public holidays)
Restricted Person: any individual, entity, or body either: (i) specifically designated or listed under Trade Restrictions; (ii) owned or controlled by any person specifically designated or listed under Trade Restrictions; or (iii) acting for or on behalf of any person specifically designated or listed under Trade Restrictions.
Michelin Group Positions: the positions taken by TELEFLOW to refuse and prohibit any direct or indirect commercial activity involving Michelin Group products (including but not limited to sales to or in the country, and/or transit across the country) with certain countries. They may contain more restrictive positions than the Trade Restrictions and are based on commercial considerations and other compliance concerns, including, but not limited to, money laundering and corruption concerns, and concerns related to the financing of terrorism. They apply to the Products sold as spare parts or incorporated in a higher-level assembly (such as a fitted unit, a ground vehicle, a plane, etc.). As of the date of the Contract, the list of countries to which TELEFLOW refuses and prohibits any direct or indirect sales (including transit across these countries) is Cuba, Iran, North Korea, and Syria. This list is subject to change in TELEFLOW’s sole discretion.
Products: any goods, products and/or services provided by TELEFLOW and as specified in the relevant Order.
Trade Restrictions: trade sanctions (including but not limited to comprehensive or sectoral embargoes and restricted parties) and export controls (including but not limited to military or dual usage products).
Digital Service or Digital Services: any electronic, software and/or internet services or products provided by TELEFLOW and specified in the relevant Agreement. Depending on the specifics of the Agreement, digital services may include online access to software features, TELEFLOW content, as well as maintenance and/or support services. Unless otherwise specified, the digital services include the content of TELEFLOW and their documentation.
Electronic Transmission: any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof,
These General Terms and Conditions of Sale set out the rights and obligations of the Parties in relation of the sale of the Products and services between TELEFLOW and the Customer in accordance with Article L 441-1 of the French Commercial Code.
By entering into a business relationship with TELEFLOW, the Customer accepts that information relating thereto be sent by e-mail (e.g. billing scale, technical documentation, purchase history, delivery information, etc.).
The Customer undertakes to observe a general duty of confidentiality with regard to TELEFLOW. As a result of its relationship with TELEFLOW, the Customer may have knowledge of, receive or have access to Confidential Information, meaning any information identified as being confidential or which may reasonably be considered as confidential as well as any information of which the Customer may have knowledge through purchasing Products from TELEFLOW, by any means of communication, concerning business, Products, services, development, business secrets, know-how, employees, clients and suppliers of TELEFLOW. Subject to any further or contrary provision contained within the Contract or within a separate confidentiality or non-disclosure agreement between the Parties, the Customer undertakes not to disclose, and to prohibit its employees or representatives from disclosing, any Confidential Information to a third party without prior, express, written authorization from TELEFLOW, and any Confidential Information shall be used exclusively for the benefit of TELEFLOW.
5.1. The essential characteristics of the Products as well as their respective prices are sent to the Customer by e-mail. The Customer certifies that it has received a summary of shipping costs as well as payment terms, delivery costs, delivery timescales for the execution of the Contract. All Orders are subject to acceptance by TELEFLOW in its sole discretion. To the extent permitted by applicable mandatory law, TELEFLOW may, in its sole discretion:
5.1.1. unilaterally modify or cancel any Orders based on the availability and supply of the Products; and/or
5.1.2. freely allocate available Products between and among its Customers.
5.2. TELEFLOW shall use reasonable efforts to fulfill Orders.
5.3. Unless prohibited by mandatory local laws, Customer may not modify an Order. This contractual information is presented in detail in French or in English. In accordance with French law, it is contained in a summary and a confirmation upon validation of the Order. The Parties agree that illustrations (website, publicity leaflets, brochures, etc.) have no contractual value. The timescale of validity of the offer of Products as well as their prices is specified on the quotes sent to the Customer by e-mail. The same is true of the minimum term of Contracts proposed where they relate to a Product, whether on a continuous or periodic basis. Except where covered by specific terms, the rights granted under this agreement are granted solely to the natural person having stated, expressed, requested and signed the Order.
6.1 The prices of Products are shown in Euros (EUR/€) exclusive of VAT and exclusive of specific shipping costs. For all Products exported outside the European Union and/or the DOM-COM-ROM territories, to the rest of the world, the price is automatically calculated exclusive of VAT on the invoice. Customs duties or other local taxes or import taxes or state taxes may be payable in some instances. These taxes and sums are not the responsibility of TELEFLOW. They will be payable by the Customer and are its responsibility (declarations, payment to the competent authority, etc.). In this connection TELEFLOW invites the Customer to seek information on these matters from the competent authorities. TELEFLOW reserves the right to amend its prices at any time, including due to a price rise for raw materials, or variations in exchange rates
6.2 Both Parties shall come together to negotiate the terms and conditions and consequences for the price of supplies (these changes and decisions shall not constitute a justification for the Customer to cancel the order). VAT is invoiced additionally in accordance with fiscal provisions in force.
The Products are payable in Euros (EUR/€) to the registered office of the Company TELEFLOW S.A.S., in liquid funds without discount, by cheque or bank transfer, except where covered by a specific provision mentioned upon acceptance of the opening of the account for the Customer. TELEFLOW reserves the right at any time, dependent upon the financial capacities of the Customer, to require payment before delivery or before the production of Products.
In application of article L 441-10 of the French Commercial Code, unless provided otherwise, for any late payment or total or partial failure to pay for goods delivered on the day of receipt, the Customer must pay TELEFLOW a late payment penalty equal to three times the legal interest rate. The legal interest rate used is that in force as at the date of delivery of the Products. This penalty is calculated using the outstanding amount (inclusive of taxes) and runs from the due date without the need for any preliminary notice of default. In addition to the late payment penalties, any payment, including a downpayment, unpaid after it falls due, shall automatically give rise to a fixed-rate indemnity of forty (40) EUR due in respect of recovery costs.
The Products shall be delivered to the delivery address provided by the Customer at the time of the Order, except for certain services which may carried out at a TELEFLOW S.A.S. site or that of a partner. The timescale is confirmed to the Customer upon validation of the Order. This timescale does not include the transport time of the Order and may not under any circumstances give rise to payment of indemnities or to the cancellation of the Order by the Customer. Furthermore, where the Customer Orders several Products at the same time, they may have different delivery timescales. Any partial delivery must be considered as a separate contract, and the Customer may not use the time waiting for the remainder of the Product ordered to pay for the goods (see Art. 7: Terms of Payment). TELEFLOW shall make available a point of contact by telephone or internet, detailed on all the documents. TELEFLOW reminds the Customer that all risks of delay, loss or damage to the Products are transferred to it as of the moment it takes physical possession of the same. The Customer is required to notify the transporter of any reservation regarding the delivery. Delivery of the Products may be accompanied by their installation in accordance with the terms determined by TELEFLOW. Any contestation or complaint regarding the delivery (item error, quantity error, insufficient quality, etc.), must be communicated in writing and/or by e-mail, within 48 hours of receipt of the delivery and addressed directly to the transporter having delivered the goods, with a copy sent to the sales department of TELEFLOW: info@teleflow.net
10.1. Customer shall comply with all applicable laws and regulations with regard to the supply, sale, transfer, transshipment, export, re-transfer, or re-export of the Products, including but not limited to, those relating to Trade Restrictions. For the avoidance of doubt, all applicable laws and regulations could include those originating out of the United Nations, the European Union, the OSCE, or the United States of America.
10.2. Customer shall not cause TELEFLOW to, either directly or indirectly, risk any potential violation of any applicable Trade Restrictions. Furthermore, Customer will not supply, sell, transfer, transship, export, re-transfer, re-export, otherwise make available or use any Product supplied by TELEFLOW in order to circumvent, evade or avoid any applicable Trade Restrictions.
10.3. Where TELEFLOW has reasonable cause to suspect that any Product may be or has been supplied, sold, transferred, transshipped, exported, re-transferred, re-exported, otherwise made available to any jurisdiction targeted by relevant Trade Restrictions, or to a Restricted Person, or for any use, purpose or activity which is prohibited or otherwise restricted under Trade Restrictions, TELEFLOW reserves the right to:
10.3.1. immediately suspend its performance under the Contract or any contractual relationship;
10.3.2. request further information or documentary evidence from Customer, including but not limited to licenses, end user certificates, shipping, or commercial documentation, in order to verify the end use(s) or end user(s) of the Products; or
10.3.2.1. any license, authorization, or approval obtained by Customer in connection with the supply, sale, transfer, or export of the Products;
10.3.2.2. any certificates or undertakings made by the end user of the Products and provided to the Customer
10.3.2.3. any commercial or transport documentation, including invoices or bills of lading; In order to verify the end use or end users of the Products.
10.3.3. take any other appropriate measures regarding its commercial relationship with Customer
10.4. Customer certifies that, as of the date hereof, neither Customer, nor any of Customer’s group companies, nor any of their respective directors or officers is a Restricted Person. Customer shall immediately notify Michelin if any of the abovementioned Customer, Customer group companies, directors, or officers becomes a Restricted Person.
10.5 Sanctions & Export Control regarding Russia, Belarus, and Sanctioned Regions of Ukraine (Crimea region and the oblasts of Donetsk, Kherson, Luhansk and Zaporizhzhia or any other regions of Ukraine which may become sanctioned in the future):
10.5.1 Customer shall not sell, export or re-export, transit, directly or indirectly, to, within or through, or for use in Russia or Belarus or Sanctioned Regions of Ukraine, any goods or technologies supplied under or in connection with this Contract that fall within the scope of applicable sanctions regimes imposed by relevant jurisdictions (notably United States of America, European Union, Canada, United Kingdom) applicable to the above listed territories. Customer shall not take any action that may expose Michelin Group entities or employees to potential liability under the same sanctions measures. For the avoidance of any doubt, Customer receiving U.S.-sourced/U.S. jurisdiction products is prohibited from directly and indirectly exporting them to, reexporting them to, transferring them within or through, or for use in the above listed countries and territories.
10.5.2 Customer shall undertake its best efforts to ensure that the purpose of paragraph 10.5.1 is complied with by any third parties further down the commercial chain, including by possible resellers.
10.5.3 Customer shall set up and maintain an adequate monitoring mechanism to detect any conduct by any third parties further down the commercial chain, including by possible resellers, that would contravene the objective of paragraph 10.5.1. Customer is also aware of the potential punitive legal risks related to circumventing the sanctions imposed against these countries or regions by using third countries which do not impose sanctions against these countries or regions. In consequence, Customer shall undertake to carry out appropriate due diligence, including detection of red flags, on the use of or trade of any Michelin Group products or services, to avoid involving any products, services, companies or employees of the Michelin Group in a transaction or activity which may expose them to potential liability under applicable sanctions regimes.
10.5.4 Any violation of paragraphs 10.5.1., 10.5.2. or 10.5.3. shall constitute a material breach of an essential element of the Contract, and TELEFLOW shall be entitled to seek appropriate remedies, and take appropriate actions, including, but not limited to: (a) immediate suspension of the Contract; and/or; (b) immediate termination of this Contract; and (c) a penalty of up to 100% of (i) the total value of the Contract or (ii) the price of the goods and services sold or exported, whichever is higher.
10.5.5 Customer shall immediately inform TELEFLOW of any information or knowledge that indicates non-compliance with paragraphs 10.5.1., 10.5.2. or 10.3.3., including notably any relevant activities by third parties that may contravene the purpose of paragraph 10.5.1. Customer shall make available to TELEFLOW any information concerning compliance with the obligations under paragraph 10.5.1., 10.5.2. and 10.5.3 as soon as reasonably practicable upon written request for such information.
10.6 Customer shall indemnify and hold harmless TELEFLOW from and against any losses, costs, claims, causes of action, damages, liabilities, and expense, including attorneys’ fees, any expense of litigation or settlement, and court costs, arising from any non-compliance with Trade Restrictions or Michelin Group Positions by Customer. Customer shall be responsible for any act or omission of Customer, its officers, employees, Affiliates, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this Section 10.
10.7 Customer shall respect the Michelin Group Positions, which may contain more restrictive provisions than the Trade Restrictions defined herein.
11.1 TELEFLOW warranties, in accordance with statutory provisions, the Customer against any non-conformity of the Products and any hidden defect arising from a flaw in the design or provision of the said Products, to the exclusion of any negligence or default of the Customer, for a maximum period of TWO (2) years from the date of issue of the delivery note. The warranty covers the free exchange or repair of the parts recognized as defective by TELEFLOW. No warranty applies where the failure of a material results from normal wear, incorrect usage, incorrect installation, failure to maintain, of supplies, or improper installation environment or external causes such as accident, incident (fire, water damage, lightning, etc.) or any other causes resulting from transport. The warranty shall not be valid if the Customer knowingly and on its own initiative interferes with the various components of the system, i.e. by opening and/or altering all or part of the different elements of the system (e.g. piercing a hood, altering air outlets, etc.). Further warranties may be decided upon between the Customer and TELEFLOW if notified in advance in the Order. TELEFLOW may invoice these extensions
11.2 In accordance with the terms and conditions defined below, TELEFLOW warranties the repairability of certain spare parts of the Product for a period of fifteen (15) years from the date of purchase of the Product by the Customer. This repairability includes the availability of the spare parts necessary for the repair of the Product, as well as the provision of the necessary technical information or any useful documentation, in return for invoicing the cost of the repair according to TELEFLOW's current tariff. In the event that a spare part is unavailable during this period, TELEFLOW will make its best efforts to offer an equivalent replacement solution.
11.2.1 This clause applies provided that the Product has been used in accordance with its use, in accordance with TELEFLOW's instructions and that the Product has not been modified, dismantled or repaired by unauthorized third parties. It is specified that parts whose repair is due to normal wear and tear are not covered by this Article 11.2. In addition, any damage resulting from misuse, negligence is not covered by this reparability, nor are claims for compensation that are technically or economically disproportionate.
11.2.2 It is specified that the repairability warranty provided for in this article applies without geographical limitation. The Customer must, at its own expense and risk, return defective or suspicious parts to TELEFLOW. TELEFLOW reserves the right to dismantle and assess the returned parts. If the expert report finds that the malfunction is attributable to misuse, negligence, unauthorized modification or any other excluded case, TELEFLOW reserves the right to charge the Customer for the costs of removal and diagnosis; any costs for returning repaired or replaced parts, according to the TELEFLOW tariffs in force.
11.2.3 In order to benefit from this repairability warranty and to find out if the parts of the Product can be subject to it, the Customer must contact TELEFLOW and provide the serial number of the parts. TELEFLOW will make its best efforts to respond to any repair request within a reasonable time and to provide the necessary spare parts as soon as possible. TELEFLOW reserves the right, at its sole discretion and without justification, to refuse to accept any request for repair of spare parts subject to the Customer’s request.
11.2.4 In addition, TELEFLOW offers for sale warranty extension options, covering the same scope as above, the duration and rates of which are specified in the purchase order or any other contractual document. Any warranty extension must be taken out before the expiration of this warranty subject to this article.
11.3 TELEFLOW may only be held liable if default or negligence is proven and such liability is limited to direct losses, escluding any indirect loss of any kind. To exercise it’s rights, the Customer must inform TELFLOW in writing of any defects within EIGHT (8) days from discovering them, failing which any action will be considered to be brought out of time. TELEFLOW shal rectify or cause to be rectified at its own expense, the defective products, on suitable terms agreed with the Customer.
11.4 In any event, in TELEFLOW should be considered liable, TELEFLOW's liability will be limited to the turnover exclusive of taxes having been paid bu the Customer to TELEFLOW for the provision of the Products aver the course of the twelve (12) months prior.
11.5 To the extent permitted by applicable laws, TELEFLOW makes no commitment and does not warrant that the use of the Products provided through Digital Services will be completely secure, virus-free or error-free. The Customer is responsible for verifying or having verified, any information obtained from the Services before relying on it. The use of the Digital Services is at the sole risk of the Customer.
11.6 TELEFLOW does not warrant that any Digital Service, such as an online platform used to order Products (or any data or information made available through such platform) will be uninterrupted, secure, accurate, complete, error-free, free of viruses or harmful code, or compatible with or operate with other systems, software or services, nor does it provide any warranty as to the results that may be obtained from using the platform.
The trademark, name, logos, domains, products, software, images, videos, expertise, texts and/or generally any information failing within intellectual property rights is and shall remain the exclusive property of TELEFLOW. No assignment of intellectual property rights occurs as part of these General Terms and Conditions of Sale. Any full or partial reproduction or modification of the Products or services for any reason is strictly prohibited.
Products and services shipped by TELEFLOW are under the responsibility of the Customer or the designated transporter, whatever the mode of transport or the service provider chosen by the Customer. It is the Customer’s responsibility to check upon delivery of the Products and services, damage to packaging, items undelivered or delivered late by the transporter, in order to exercise any available remedies against the transporter (see Art. 9: Delivery).
14.1 Upon delivery, Customer must inspect the Products for any defects (in particular, any discrepancies in relation to the quantity, assortment, quality, type ordered, or any soiling).
14.2 Any defects identified by Customer upon delivery must be notified: (i) to the third-party carrier at the time of delivery (written comment on transport documentation); and (ii) immediately in writing to TELEFLOW or by email at info@teleflow.net.
14.3 Unless otherwise dictated by applicable mandatory law, with respect to any hidden or other defects identified after delivery, Customer will notify TELEFLOW in writing immediately upon becoming aware of such defects in accordance with local laws and regulations.
14.4 TELEFLOW retains the right to verify any defects identified by Customer under this Section 14. To the extent permitted by applicable mandatory law, Customer’s remedy for any defects will be decided by TELEFLOW in its sole discretion.
14.5 Subject to Sub-Sections, 14.2 and 14.3 above, the Products will be deemed accepted by Customer upon delivery and, where applicable, upon Customer’s signing of the delivery receipt.
14.6 Failure to comply with this Section 14 will result in full and complete waiver of any claim or liability against TELEFLOW for any defects in the Products.
15.1 "Force Majeure" means unforeseeable events, outside of the control of the Parties and external to them, which prevent the execution, in whole or in part, of the contractual obligations of a Party. More specifically, Force Majeure events may include (i) civil or foreign war, (ii) riots, (iii) fire, (iv) significant water damage, (v) government decisions, (vi) adoption or application of regulations or statutes or any other unforeseeable restriction, (vii) explosion, (viii) natural disaster, and (ix) epidemic or pandemic.
15.2 If a Force Majeure event prevents a Party (the "Affected Party") from complying with one of its obligations under the Contract, the Affected Party shall be exempted from the execution and from any liability for failure to execute these obligations, for the duration of the Force Majeure situation, except that one Party is not permitted to avail itself of this clause if it fails to take all reasonable measures to mitigate and limit the delay or to suggest reasonable precautions or solutions.
15.3 The Affected Party shall inform the other Party within 30 (thirty) calendar days in writing (by email or by any other appropriate means). This notification must detail the circumstances preventing the Affected Party from carrying out its obligations under this contract, as well as the measures taken to mitigate the impact of such an event and, if possible, the duration of the suspension of execution of contractual obligations. Execution under this contract shall only be suspended only to the extent that, and for as long as the Force Majeure event remains outside the control of the Affected Party and that the effects of the event cannot be mitigated by commercially reasonable measures.
15.4 In particular, the occurrence of a Force Majeure event shall not absolve the Customer of its obligation to implement its plan for resumption of service and continuity of activity following an incident. For the avoidance of doubt, TELEFLOW shall not be required to pay fees for any service/license are not provided following a Force Majeure event suffered by the Customer.
15.5 If such a Force Majeure event should last more than one (1) month from the date of the notification that such a Force Majeure event prevents the Customer from executing its obligations under the contract during this period, TELEFLOW has the right (but not the obligation), without incurring liability, costs, damages or indemnities in any kind and without having to lodge a complaint, to terminate the contract wholly or partially (in which case the Parties shall negotiate the terms of continuing the contract) with immediate effect or subject to reversibility services and/or a notice period (this choice being at the sole discretion of TELEFLOW).
In the event that the Customer does not comply with one of its essential obligations, e.g. whole or partial failure to pay within agreed timescales, TELEFLOW reserves the right, without prior notice, to suspend delivery of Products under the Orders executed and/or in the process of being executed and/or suspend the execution of its obligations, without indemnity and without prejudice to any other rights of TELEFLOW. Furthermore, if fifteen (15) days after the notice, no action has been taken, all agreements concluded with the Customer may be terminated automatically without payment of an indemnity to the Customer by TELEFLOW, and the latter may require the return of Product at a later date. In all the events mentioned above, and where TELEFLOW does not opt for the resolution of the business agreements, all debts owing to TELEFLOW shall become immediately due and the Customer shall be required to immediately return the Products as yet unpaid.
Any contractual amendment is only valid following an agreement in writing and signed by the Parties. If one of the provisions of these General Terms and Conditions of Sale proves to be null and void, it will not cause other provisions to be null and void, which will remain in force between the Parties.
18.1 The Products remain the property of TELEFLOW until full payment of the price by the Customer, in accordance with Articles L621-115, L621-121 and L621-122 of the French Commercial Code, of which the provisions also apply to devices, programs, information, training and elements incorporated with them. The items sold are under the responsibility and protection of the Customer, who must insure them against all risks and use them in accordance with the customs and needs of the business.
18.2 The Customer undertakes to maintain and insure the Products for the benefit of whom it may concern, against all risks they may incur or cause as from their delivery. The Customer shall refrain from any transformation, incorporation, use or assembly of the Products priori to their payment in full. In the event of non-payment on the due date of all or part of the price of the Products, for any reason whatsoever, TELEFLOW reserves the right to claim the Products by requesting their immediate return, it being understood that Products still held by the Customer shall be presumed to be those that remain unpaid. The Customer must keep the Products sold under retention of title in such a way that they cannot be confused with products of the same nature originating from other Customers. In any event, the retention of title may be exercised over goods of the same nature and quality held by the Customer or on its behalf. Title shall be transferred to the receivable owed to the Customer by the sub-purchaser or to the insurance indemnity subrogated to the goods. TELEFLOW may also claim the price or the portion of the price of the Products that has not been paid, settled in cash, or offset between TELEFLOW and the Customer on the date of the court judgment opening safeguard, judicial reorganization, or judicial liquidation proceedings. All costs of repossessing and refurbishing the Products shall be borne by the Customer. The return of unpaid Products shall be due from the defaulting Customer at its own expense and risk upon formal notice from TELEFLOW sent by registered letter with acknowledgment of receipt. In the event TELEFLOW must claim the Products, TELEFLOW shall be released from the obligation to return any deposits received on the price to the extent such deposits may be set off against damages owed by the Customer (for repossession or refurbishment costs).
19.1 Each Party undertakes, for the personal data processing operations it carries out for its own purposes under and in the framework of this Contract to comply with all obligations arising from application of any applicable data protection and privacy legislation and regulatory requirements in force and as amended from time to time, that may apply to personal data processed, including those of General Data Protection Regulation (EU/2016/679) and its possible updates and existing local laws, or any other data protection legislation applicable outside European Union (together "Data Protection Legislation").
19.2 Customer acknowledges that TELEFLOW, as data controller, or the like, of the personal data received from Customer, processes personal data for the purpose of managing operations relating to the contractual relationship with its Customers, in compliance with the Data Protection Legislation. The processing is based on TELEFLOW's legitimate interest related to the performance of the Contract. Accordingly, unless otherwise provided by applicable Data Protection Legislation, Customer undertakes to inform data subjects (for example, its employees) of such personal data processing and any personal data processed under the Contract concerned is kept for the duration of the contractual relationship plus the legal limitation periods.
19.3 Processed data may be used by TELEFLOW’s relevant departments and, where appropriate, its sub-processors, some of which may be located outside the country of origin of the personal data, such as, the EU, the USA and India. In order to provide adequate safeguards for the transfer of such personal data, cross-border data transfer agreements incorporating standard clauses of the European Commission have been signed between TELEFLOW and its sub-processors. Transfers within the Michelin Group may also take place and are governed by the Michelin Group’s Binding Corporate Rules which have been validated by the French Data Protection Authority (available at www.michelin.com).
19.4 To the extent dictated by applicable mandatory law, data subjects shall benefit, under the conditions stipulated by law, from a right of access, rectification, portability, restriction of processing, opposition for legitimate reasons, and deletion. Data subjects seeking to exercise their rights shall contact TELEFLOW. If the data subject’s requests are unsatisfied, they may file a complaint with the relevant data protection authority.
19.5 Depending on the nature of Products and/or Digital Services as described in the Contract, TELEFLOW may act as a subcontractor on behalf of the Customer, where applicable, the provisions of this article 19.5 and following shall apply.
19.5.1 The Customer shall act as the responsible for data processing that it may use, process or disclose in connection with the use of the Products and/or Digital Services and TELEFLOW shall act as its subcontractor.
19.5.2 The Customer shall retain full control over its Personal Data databases, it being understood that insofar as TELEFLOW may access, review or run the Customer’s Personal Data in connection with the Products and/or Digital Services, TELEFLOW shall act as a subcontractor within the Data Protection Legislation, in accordance with the Contract and on the Customer’s documented instructions.
19.5.3 The Customer warrants to TELEFLOW that it has complied with all legal and regulatory obligations incumbent upon it and that it has informed the relevant natural persons of the use made of said Personal Data.
19.5.4 To this end, the Customer shall indemnify and hold TELEFLOW harmless against any action, complaint or claim brought by a natural person whose Personal Data would be reproduced, hosted, processed or used via the Products and/or Digital Services.
19.5.5 TELEFLOW shall process Personal Data for the purpose of the processing as describe hereafter:
- Purpose of the Processing:
○ Platform authentication
○ Application management of rights and roles
○ Traceability of actions
○ Management of platform user profiles
○ Sending emails/notifications
○ Reporting management
- Duration of the Processing:
○ For authentication/rights and role management data, for the duration of the authorization
○ For connection data, a rolling 30-day period
○ For other data, for the term of the contract and until completion of reversibility operations
- Nature of the Processing:
○ Hosting, data backup, operation, maintenance and support
- Type of Personal Data processed:
○ Identification data
○ Connection data
○ Work-related data (optional)
○ Data generated by users when using the Services, such as usage statistics
- Categories of data subjects:
○ Users
19.5.6 The Customer acknowledges that the deletion of certain Personal Data may prevent access to the Products and/or Digital Services by the user concerned.
19.5.7 TELEFLOW has the authorization of the Customer for the engagement of subcontractors from an agreed list provided in the Contract. TELEFLOW establishes, when selecting them, procedures to ensure that third party it authorizes to access the Customer's Personal Data, including its subcontractors, respect and maintain the confidentiality and security of the Personal Data. To this end, TELEFLOW undertakes to impose on its subcontractor all necessary obligations, at least equivalent to those provided for in this Contract and also warranties the compliance of the said subcontractor with its obligations. TELEFLOW remains fully liable to the Customer for the performance of the subcontractor's obligations in accordance with its contract with TELEFLOW. TELEFLOW will specifically notify the Customer in writing of any proposed changes to this list by adding or replacing subcontractor.
19.5.8 Any transfer of data to a third country by TELEFLOW is carried out only on the basis of documented instructions from the Customer or in order to meet a specific requirement under European data protection laws. The Customer agrees that when TELEFLOW engages a subcontractor to carry out specific processing activities (on behalf of the Customer) and these processing activities involve a transfer of personal data, TELEFLOW and the subcontractor implement one of the legal instruments validated by the European Commission to regulate the transfer of personal data outside the European Union, and to complete any formalities required of it, for example by using standard contractual clauses adopted by the European Commission or any other transfer mechanism permitted by European data protection laws.
19.5.9 Any Personal Data transmitted by Customer as well as collected or processed during the provision of Products and/or Digital Services, shall not be used for any operation or integration in a file other than authorized in this Agreement, whatever the nature of the operation may be. TELEFLOW undertake to:
- every person having access to and/or processing Personal Data under this Agreement is bound by a confidentiality obligation and has received the necessary information for the Processing of the Personal Data;
- implement and maintain during the Agreement the appropriate measures and procedures to ensure that all Personal Data, processed in relation to the Services, will be protected in compliance with is nature, against their alteration, loss, accidental or unlawful destruction, unauthorised disclosure or access or any other unlawful form of Processing, taking into consideration the state of the art.
- immediately inform the Customer if, according to TELEFLOW, an instruction constitutes a breach of the Regulations Applicable to Personal Data or is not technically feasible; and
- assist the data controller in carrying out data protection impact assessments;
- immediately inform the Customer if, in TELEFLOW's opinion, an instruction constitutes a violation of European data protection laws or is not technically feasible;
- immediately inform the Customer if, in TELEFLOW's opinion, an instruction constitutes a violation of European data protection laws or is not technically feasible;
19.5.10 During this Agreement and at its end, whatever the cause may be, TELEFLOW undertake to correct, delet, return to Customer or destroy at the request of the Customer, the Personal Data provided and/or materials containing them. Should the law prevent to restore and/or delete all of the said Personal Data, TELEFLOW, shall anonymize or pseudo-anonymize them depending on the nature of the legal obligations applicable and shall guarantee the confidentiality of the said data and undertakes not to actively process them anymore. This article shall survive the termination or the expiry of this Agreement for any reason whatsoever.
19.5.11 Subject to applicable law, should a data subject directly contact TELEFLOW by mail at: info@teleflow.net, to exercise his/her right to access, to rectify, to delete and/or to object, TELEFLOW undertakes to transmit the request directly to the Customer as soon as it becomes aware of it.
19.5.12 TELEFLOW shall make available to Customer information reasonably requested by Customer to demonstrate TELEFLOW’s compliance with its obligations as set forth herein and submit to audits and inspections by Customer.
As of the effective date of this agreement, each Party undertakes to have or put il place and maintain an anti-corruption plan, adapted to its specific situation and able to detect corruption and promote a culture of integrity within its organization. Each Party acknowledges that they have a zero-tolerance policy towards corruption and that they will comply with applicable anti-corruption legislation. In particular, each Party undertakes to refrain from (i) offering or promising or deliberately giving, and (ii) attempting or conspiring to offer, promise or give any pecuniary advantage or any other undue advantage of any kind, directly or indirectly, through an intermediary, to a public agent or to any professional contact, for that public or private agent or for a third party, to induce them to act or abstain from acting in the context of their official duties, with the aim of obtaining or retaining a business activity or any other undue advantage. Compliance checks may be carried out by TELEFLOW to verify compliance with the above undertakings. In the event that the Customer fails to comply with one of its undertakings above, the Customer undertakes to inform TELEFLOW immediately and to attempt to resolve the situation within a reasonable timescale. Nevertheless, TELEFLOW reserves the right to take any necessary measure, including terminating any agreement concluded into with the Customer.
It is expressly agreed between the Parties that these General Terms and Conditions of Sale and the sale operations flowing therefrom are governed by French law, and they are drafted in French. In the event that they are translated into one or more languages, only the French text shall be admissible in the event of a dispute. In the event of a dispute which may not be resolved amicably, the Commercial Tribunal of Roanne (42300 – France) shall have exclusive jurisdiction, even in the event of multiple respondents, third party appeals or interventions to ascertain all claims.
