Business terms of sale
Consolidated version dated 15 October 2026
Article 1 Seller and scope
These business terms and conditions of sale (the Terms) govern sales of standard or made-to-measure OTIMOX textile products, together with any accessories and instructions (the Products), made through https://www.otimox.com (the Website), by quotation or by written correspondence, including email.
The seller is Gioia Diomede EI, a sole trader trading as OTIMOX, at 27 B rue de la Forêt, 45120 Cepoy, France; SIREN 940 864 275; SIRET 940 864 275 00026; Trade and Companies Register, Orléans 940 864 275; contact@otimox.com (the Seller).
The Customer is an individual or legal entity buying for their business or professional activity, including a veterinary practice, veterinary surgeon or reseller. Products may be purchased for the Customer’s own professional use and/or for resale. Consumer sales are governed by separate terms. Any applicable mandatory provisions, including those extended to certain business customers, remain unaffected.
The applicable Terms are those supplied and accepted when the contract is entered into. Later changes do not affect existing orders. An order means the purchase of one or more Products through the arrangements in Article 2.
Article 2 Contract documents and orders
2.1 Providing and accepting the Terms
The Terms are supplied before the contract is entered into, either attached to the quotation or written offer, or in a form that can be viewed and saved during checkout on the Website. The Customer reviews the features, sizes, precautions for use and prices before ordering, and asks for clarification if needed.
The Terms are accepted by signing a quotation that identifies the attached version and provides for its acceptance, by expressly agreeing in writing to the order and the Terms supplied, or by expressly accepting them during online checkout. Simply viewing them does not constitute acceptance.
2.2 When the contract is formed
For a quotation, the contract is formed when the Seller receives the signed quotation without amendments, within its validity period. Any proposed amendment requires both parties’ written agreement. For orders placed by written correspondence, the contract is formed when the parties agree on the Products, quantities, prices, payment and delivery arrangements, and the Terms.
On the Website, the Customer selects the Products, supplies their details, checks and corrects the order summary, accepts the business Terms and places an order with an obligation to pay. The contract is formed when the Seller confirms it. Where immediate payment is required, confirmation follows acceptance of the payment. The applicable arrangements are shown before the order is placed.
The Seller emails an order confirmation summarising the order and including the accepted version of the Terms. This confirmation does not change the terms already agreed. For an order payable within 30 days, advance receipt of payment is not a condition of either contract formation or dispatch.
2.3 Priority of documents and evidence
The contract comprises the agreed specific terms, including any quotation, these Terms and the essential features of the Products ordered. Specific terms take priority if there is a conflict. The Customer’s purchasing terms apply only if accepted by the Seller. Incompatible clauses in standard terms accepted by both parties have no effect under Article 1119 of the French Civil Code. Any variation or amendment requires written agreement.
Signed quotations, written correspondence and records kept in conditions that identify their author and preserve their integrity may be used as evidence, including under Articles 1366 and 1368 of the French Civil Code. The Seller retains documents in accordance with legal obligations. The Customer may request copies on reasonable terms.
2.4 Customer information and checks
The Customer provides accurate, complete and current information: business identity, the person authorised to order, contact details, billing and delivery addresses, and a SIREN/SIRET number or equivalent foreign business identifier. Not having a SIRET number does not, by itself, make the Customer a consumer. The Customer is responsible for difficulties and substantiated additional costs directly caused by incorrect information they supply.
No Website account is needed to order by quotation or email. If the Customer uses an account, they must protect their login details and promptly report any compromise or unauthorised use. Each party is responsible for its own failures. Recorded transactions may be used as evidence but do not create an irrebuttable presumption.
The Seller may request proportionate supporting documents to check identity, business status, authority to order or the validity of a payment. Before a contract is formed, the Seller may reject a request for a legitimate reason, including a previous unpaid balance, suspected fraud, unverifiable information, an unusual or bad-faith order, an obvious error or unavailability. The Customer will be informed. After the contract is formed, any suspension or termination must comply with the applicable law and contractual terms.
2.5 Changes and cancellations requested by the Customer
An accepted order is binding on the Customer. Except where the law provides a right to change or cancel it, any request to do so for convenience requires the Seller’s written agreement. If accepted, the parties first agree in writing on the effects on price and timing and, where relevant, any substantiated, non-recoverable costs already incurred, particularly for made-to-measure production. A request alone does not suspend performance of the contract or the Customer’s payment obligations.
Article 3 Products and precautions for use
3.1 Purpose and features
OTIMOX Products are designed, developed and made in France. These technical textiles for dogs mechanically hold and support one ear for comfort and protection. Their essential features, sizes and options are those shown on the Website when the order is placed or in the accepted quotation. The Customer chooses a Product suitable for the intended use and checks the measurements needed for made-to-measure orders.
Photographs and images showing the Products in use are illustrative. Slight variations in appearance, shade, texture or finish are possible, without changing the essential features, agreed dimensions or safety of the Product.
The Products do not replace veterinary diagnosis, treatment, a care protocol, monitoring or advice. Their sale includes no promise of healing, improvement or therapeutic results. The Seller provides neither diagnosis nor prescription. The Customer remains professionally responsible for their medical decisions and actions.
3.2 Occasional use and breaks between uses
OTIMOX is intended for occasional use to hold an ear in place when this is needed. It is not designed to be worn permanently or without interruption. Use must alternate with periods without the Product, leaving the ear completely free and allowing natural airflow, in accordance with veterinary recommendations suited to the animal’s condition and needs.
These Terms do not set a universal wearing time or length of break. The Customer ensures that the instructions and veterinary recommendations are followed. The mesh panel does not remove the need for periods without the Product.
3.3 Fitting and supervision
The Customer follows the Product’s intended purpose, the instructions provided and all safety, fitting and care guidance. They choose a size suited to the animal’s build, sensitivity and condition, position the ear and Product correctly without excessive pressure, and provide appropriate, continuous human supervision during use.
They regularly check the position, the animal’s tolerance and the condition of the Product; prevent chewing, swallowing, snagging, rubbing or removal; and replace worn or damaged Products. If discomfort, irritation or an unusual reaction occurs, they remove the Product and seek veterinary advice before using it again.
The Customer is responsible for damage caused by their own failures, professional actions or misuse. These obligations do not release the Seller from responsibility for a Product defect or a failure attributable to the Seller. Article 10 sets out the obligation to pass precautions on to end users.
3.4 Confirming measurements and made-to-measure production
Before made-to-measure production begins, the Customer supplies the required measurements and confirms the selected dimensions and options in writing, including through an accepted quotation or by email. The Customer is responsible for the accuracy of the measurements supplied. The Seller may request clarification. Production starts only after complete information and written confirmation have been received.
A measurement error attributable solely to the Customer does not entitle them to free alterations or a free replacement. If an alteration is possible, it is subject to a quotation accepted before work begins. This rule does not cover a Product made outside the agreed dimensions, or a measurement, advice or information error attributable to the Seller. Applicable remedies remain available.
Article 4 Prices availability and invoicing
Prices are stated in euros in the quotation, written offer or order summary before acceptance. The Seller benefits from the French small-business VAT exemption: no VAT is charged, and invoices state “TVA non applicable, art. 293 B du Code général des impôts” (VAT not applicable under Article 293 B of the French General Tax Code). Any change in tax status applies in accordance with the law, without a unilateral change to the price of an existing order.
Delivery within metropolitan France is free on Product purchases of €60 or more after discounts. Below that threshold, or for other destinations, charges are stated before the contract is entered into. Discounts, quantity pricing or business arrangements require written agreement. Website prices include no specific business discount unless expressly stated.
Prices may change for future offers. A quotation retains its price throughout its validity period, and an agreed order retains the agreed price. Invoices are issued and sent in accordance with applicable requirements, including through an approved platform where legally required.
Offers are subject to the stated availability. If a Product becomes unavailable after the contract is formed, the Seller promptly informs the Customer. The parties may agree to a replacement, a new delivery date or cancellation of the unavailable part with the corresponding refund. If no agreement is reached or the contract is not performed, the usual legal remedies remain available.
An obvious price or description error is reported to the Customer as soon as it is found. Before the contract is formed, a corrected offer may be made. After formation, an error does not permit automatic cancellation; its effects are determined by the applicable law.
For deliveries outside the European Union or to territories with special customs rules, the Customer is responsible for the import formalities, duties, taxes and charges falling to them as importer. The Seller remains responsible for the documents and obligations relating to the Seller’s own role.
Article 5 Payment and debt recovery
5.1 Payment arrangements
For sales by quotation or written correspondence, payment is due within 30 days of the invoice date, unless another period is expressly agreed within legal limits. Preparation and dispatch do not wait for payment. A deposit or advance payment applies only if agreed before the contract is entered into.
Website orders require immediate payment through the usual checkout process, unless business credit terms have been expressly agreed. Payment is made by bank transfer using the details on the quotation or invoice, or by the methods offered for the order. Agreed arrangements are not changed unilaterally after the contract is formed.
The Customer warrants that they are authorised to use the chosen payment method. Online payments are handled by the providers shown during checkout, and full card details are entered with those providers. A banking failure does not release the Seller from responsibility for a failure attributable to the Seller.
5.2 Late payment and payment problems
Late payment triggers interest from the day after the due date, without a prior reminder, at an annual rate equal to three times the statutory interest rate applicable to amounts owed to a business creditor. Interest is calculated on the unpaid amount in proportion to the period of delay, under Article L. 441-10 of the French Commercial Code.
A fixed €40 debt recovery charge is payable for each late-paid invoice. Additional compensation may be claimed, with supporting evidence, if recovery costs exceed that amount, subject to statutory limits and exceptions, including those relating to insolvency proceedings. No early-payment discount is granted unless agreed in writing.
For non-payment or a sufficiently serious breach, the Seller may suspend obligations, pursue recovery or terminate the contract in accordance with the law, giving formal notice where required and respecting the rules on established commercial relationships. Advance payment may be required for new orders before acceptance. Costs directly caused by an unjustified payment dispute may be claimed with supporting evidence, without double recovery.
An order payable within 30 days is not overdue before its due date. A payment dispute does not, by itself, cancel the contract.
5.3 Termination clause for non-payment
If all or part of the price remains unpaid on the due date set out in Article 5.1, the Seller may invoke this termination clause under Article 1225 of the French Civil Code. The Seller sends formal notice by registered letter with acknowledgement of receipt, or another method establishing receipt. The notice specifies the amounts due, expressly refers to this clause and gives the Customer fifteen calendar days from receipt to pay in full.
If full payment is not made within that period, the Seller may notify the Customer in writing that the relevant order has been terminated automatically under this clause. Restitution and any damages are handled under the applicable law, without double recovery. The clause is subject to mandatory rules, including those on insolvency proceedings and established commercial relationships.
Article 6 Retention of title
The Products remain the Seller’s property until their price has been paid in full. This retention of title is agreed through the Terms accepted before delivery and is separate from the transfer of risk in Article 7.
The Customer may resell the Products in the ordinary course of business but remains liable to pay for them. If resale takes place before payment, the Seller’s rights may extend to the resale receivable in accordance with the law.
In the event of non-payment, the Seller may seek the return of, or assert a claim to, unpaid Products still held by the Customer or by a third party on the Customer’s behalf, subject to legal requirements. Their value is credited against the secured debt, and any surplus is returned under Article 2371 of the French Civil Code. Payments already received are not automatically retained as additional compensation.
If the Customer enters safeguard, judicial reorganisation or judicial liquidation proceedings under French law, claims for recovery are governed by the conditions and time limits in the French Commercial Code.
Article 7 Delivery and receipt
7.1 Address and timing
Delivery is made to the address supplied by the Customer. The Customer ensures that it is accurate and accessible and provides any information the carrier needs. Additional costs directly caused by the Customer’s error may be claimed with supporting evidence. Any redelivery is agreed before it takes place.
Unless a different period is stated and accepted before the contract is formed, standard Products in stock are dispatched within 24 working hours and made-to-measure Products within five working days. These periods run from contract formation and, for made-to-measure orders, receipt of the required information and written confirmation of dimensions and options under Article 3.4. They do not depend on advance payment for orders payable within 30 days. Working days are Monday to Friday, excluding public holidays.
These are dispatch times. The delivery period or date, including transport, is stated in the quotation or order summary before acceptance. Particular quantities, restocking or specific requests may require a different period, stated and accepted before the contract is entered into.
Available destinations are those offered by the Seller. Foreign formalities may extend transit times; any known additional time is disclosed. In the event of delay, the Seller informs the Customer of the expected timing. A revised period may be agreed without removing applicable remedies for non-performance. Using a carrier does not release the Seller from delivery obligations.
7.2 Transfer of risk and complaints
The risk of loss or damage transfers when the Products are physically handed to the Customer or their nominated recipient. If the Customer appoints a carrier not offered by the Seller, risk transfers when the Products are handed to that carrier. Before risk transfers, the Seller handles loss or damage with the carrier chosen by the Seller.
On receipt, the Customer checks the apparent condition of the packaging, parcels, Product references and quantities. If there is a problem, they photograph the relevant items, promptly inform the Seller, and refuse the parcel or record specific reservations with the carrier.
Where Article L. 133-3 of the French Commercial Code applies, preserving a claim against the carrier requires a reasoned protest by registered letter or formal extrajudicial notice within three days of receipt, excluding public holidays. Reservations on a delivery note or an ordinary email may not be sufficient.
Damage, incorrect references or quantities, or apparent non-conformity should be reported to contact@otimox.com as soon as possible, preferably within five working days, with the order reference and relevant evidence. This period is not a deadline that extinguishes rights against the Seller. Failing to record reservations does not automatically waive remedies. Non-apparent defects are covered by Article 9.
Article 8 Withdrawal and returns
Business purchases do not generally benefit from the consumer right of withdrawal. Mandatory provisions extended by Article L. 221-3 of the French Consumer Code remain applicable where its conditions are met: an off-premises contract, a subject matter outside the Customer’s main business activity, and no more than five employees, subject to statutory exceptions.
No change-of-mind return is accepted without the Seller’s written agreement, including for an incorrect choice, trial use, stock rotation or unsold stock. This does not restrict remedies for non-performance, non-conformity, hidden defects or safety issues.
Products are supplied in a sealed protective stand-up pouch (doypack). For an exceptionally agreed change-of-mind return, unless otherwise agreed, the Product must be new, unused and untried, in its original intact, sealed pouch. Return costs are payable by the Customer. Opening or damaging the packaging may justify refusing to return the Product to stock for hygiene reasons but does not exclude statutory remedies.
Before any change-of-mind return, the parties agree in writing on the arrangements, deadline and outcome: a credit note or refund, and the amount. The Seller carries out that agreement after receipt and inspection. For a return based on a statutory remedy, the Customer contacts the Seller to arrange inspection and transport. This coordination does not make the guarantee subject to the Seller’s discretionary approval. Costs are allocated in accordance with applicable obligations.
Article 9 Guarantees
The statutory guarantee of conformity under the French Consumer Code for consumer sales does not apply to business purchases. The Seller remains obliged to supply Products that match the agreed features and is bound by the guarantee against hidden defects under Articles 1641 to 1649 of the French Civil Code. No additional commercial guarantee is given without an express commitment.
A hidden defect must make the Product unfit for its intended purpose, or reduce its usefulness so significantly that the Customer would not have bought it or would have paid less. The Customer’s professional status, including as a veterinary surgeon or reseller, does not exclude this guarantee. The Customer must establish the defect, its hidden nature, that it existed before the sale and when it was discovered. Remedies include returning the Product for repayment of its price, or a price reduction, under Article 1644.
A claim must be brought within two years of discovering the defect, under Article 1648. The Customer reports the defect without undue delay to contact@otimox.com, with a description, photographs and supporting evidence, then arranges inspection or return with the Seller. This reporting request introduces no separate deadline extinguishing rights beyond the statutory period.
The guarantee does not cover damage caused exclusively, without an original defect or Seller failure, by normal wear, the animal’s reactions or damage caused by the animal, an accident, a size incorrectly selected by the Customer, misuse, modification or repair, unsuitable care or storage, or contact with unauthorised substances.
Article 10 Professional use and resale
The Customer may use the Products in a veterinary practice and/or resell them to animal owners. Purchase grants no territorial exclusivity, agency appointment or exclusive distributorship. The Customer freely sets their resale price. Agreed discounts or restocking terms do not guarantee future discounts or margins.
For use in a practice, the Customer ensures that users know the instructions. When giving or reselling a Product to an owner, the Customer provides the instructions and passes on information about sizing, fitting, care, supervision and safety. They expressly explain occasional use and the need for periods without the Product in line with the veterinary recommendations described in Article 3. Relevant information and warnings must be preserved, without altering the Product or its safety information.
The Customer must not describe the Products using features, therapeutic claims or certifications that have not been substantiated or supplied by the Seller. The Customer retains professional independence and is responsible for their advice and obligations relating to their own sales, without reducing the Seller’s legal responsibilities.
The Customer is liable to the Seller for direct and proven loss caused by the Customer’s own breaches of this Article, including failing to pass on instructions, altering the Product or its warnings, or adding unauthorised therapeutic claims. The Seller may seek compensation with supporting evidence, in proportion to the Customer’s responsibility and without double recovery. This recourse does not transfer to the Customer the consequences of a Product defect or Seller failure and does not reduce end users’ rights.
The Customer keeps purchase references and any identifiers or batch numbers supplied. Any safety incident or defect that may affect other Products must be reported without delay to contact@otimox.com. In the event of an alert, withdrawal or recall, the parties cooperate in accordance with their obligations. The Customer suspends resale where required by safety concerns or an applicable measure, and passes information to affected users while respecting personal data rules. Costs and responsibilities depend on the applicable obligations and the cause of the incident.
Article 11 Liability and force majeure
11.1 Exclusions and liability cap
The Seller is not liable for consequences attributable exclusively to the animal’s behaviour, progression of its condition, an incompatibility where there is no Product or information defect, the Customer’s actions or decisions, incorrect fitting, inadequate supervision or failure to follow the instructions, precautions or veterinary advice. Responsibility is assessed according to each party’s contribution to the damage.
The Seller’s contractual liability covers direct, proven and foreseeable damage caused by a failure attributable to the Seller. Indirect loss, including business loss with no direct link to that failure, is excluded to the extent permitted by law. A third-party claim, or merely describing damage as non-physical loss, is not enough to exclude an otherwise applicable liability.
Subject to the exceptions below, total damages payable to the Customer for an order are capped at the total price invoiced for that order, whether or not it has been paid. This cap does not restrict repayments of the price, the obligation to supply conforming Products or statutory guarantees.
These exclusions and caps do not apply to wilful misconduct, gross negligence or personal injury, or where they would deprive an essential obligation of its substance. They do not reduce mandatory liabilities, including those under Articles 1245 onwards of the French Civil Code where limitation is prohibited, and do not exclude third parties’ own statutory rights.
11.2 Force majeure
An event qualifies as force majeure only if it is beyond the affected party’s control, could not reasonably have been foreseen when the contract was formed, and has effects that cannot be avoided by appropriate measures, under Article 1218 of the French Civil Code. A disaster, public health crisis, administrative decision, strike, cyberattack or disruption to transport or supplies is not automatically force majeure: these criteria must be met.
The affected party informs the other within a reasonable time. If the impediment is temporary, only the affected obligations are suspended. No compensation or penalty is payable for non-performance attributable to that force majeure event. Other obligations remain in force.
If performance is permanently prevented, the consequences in Article 1218 apply. After more than 30 consecutive days of temporary impediment, either party may terminate the affected order by written notice, without compensation for the force majeure event. Payments for undelivered Products are refunded.
Article 12 Intellectual property
An application for the OTIMOX trade mark has been filed with INPI under number 25 5197830. A patent application has been filed for the Product. “Patent pending” does not mean that a patent has already been granted. Protected elements of the Products and Website, including logos, designs, text, images, instructions and technical elements, remain subject to their owners’ rights within the scope of each protection.
Purchase transfers no intellectual property rights. It permits professional use and resale of genuine Products, identification by the trade mark, and provision of instructions and materials intended for users, without suggesting any affiliation, exclusivity or agency appointment that has not been granted.
Subject to permitted uses and statutory exceptions, the Customer must not reproduce or arrange reproduction of protected elements, copy content beyond the permitted provision of information, reverse-engineer for competing reproduction in breach of rights or lawful commitments, or register a sign that infringes the Seller’s rights or creates confusion. Infringement may lead to legally available action to stop it and recover damages.
Article 13 Personal data disputes and final provisions
13.1 Personal data
Gioia Diomede is the data controller for the Customer’s data and that of their contacts for orders, payment, invoicing, delivery, follow-up and legal obligations. Necessary data may be shared with the relevant providers, acting as processors or separate controllers depending on their role, in accordance with the GDPR and the French Data Protection Act. Data is not sold or rented for commercial purposes.
The Website’s Privacy Policy, also available on request from contact@otimox.com, sets out the purposes, legal grounds, recipients, retention periods and arrangements for exercising rights. Subject to legal conditions, individuals have rights of access, rectification, erasure, restriction, objection and portability, and may withdraw consent where processing relies on it. They may complain to CNIL and exercise their rights using the email address above.
13.2 Complaints and jurisdiction
The parties seek an amicable resolution. Complaints are sent to contact@otimox.com and answered within a reasonable time. This process does not prevent urgent or protective measures or court proceedings, and does not suspend statutory time limits unless an applicable rule or valid agreement provides otherwise.
Consumer mediation does not apply to disputes between businesses under Article L. 611-3 of the French Consumer Code. The parties may agree to suitable mediation or conciliation, without a compulsory preliminary procedure except where required by law.
The contract is governed by French law, subject to mandatory provisions and private international law. The courts with jurisdiction over the subject matter and territory are determined by the applicable legal rules. The French version of the Terms is authoritative; translations are provided for information.
13.3 Validity of clauses and packaging
If a clause is invalid, the other provisions remain in force. The parties seek to replace it with a valid clause serving as closely as possible its original purpose. The Seller’s failure to exercise a right does not waive it for the future or amend the contract.
For the French household packaging scheme, OTIMOX’s unique extended producer responsibility (EPR) registration number is FR489748_01TCNQ, under Article L. 541-10-13 of the French Environmental Code.