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General Terms and Conditions of Sale: Krakoa Logistics

Simplified joint-stock company

331 rue de Soutraine 60290 Laigneville – France

RCS Beauvais : 933 177 578

Intracommunity VAT: FR32933177578

 

The products of Don't Panic Games (games, accessories…) and Ynnis Editions (books, planners, calendars, puzzles…) are distributed by Krakoa Logistics

1. Subject

The present General Terms and Conditions of Sale (GTCS) govern all sales of products published by Don’t Panic Games and Ynnis Editions and distributed by Krakoa Logistics exclusively for professional clients (B2B).

Any request for a quote, order, or signature implies full and complete acceptance of

2. Quotes, orders and minimum order quantities:

The quotes issued by Krakoa Logistics are valid for 30 days from the date of issue.

They can be established in euros (€) or in US dollars (USD), depending on the agreement between the parties or the relevant trading area.

An order becomes firm and definitive upon receipt of the signed quote bearing the mention "Approved for

Any changes requested after approval will be subject to a new quote.

3. Price and discounts :

The prices are expressed in euros (EUR €) or US dollars (USD $), excluding taxes, unless stated otherwise

The prices indicated in the quote are fixed for its validity period.

The prices may vary depending on:

• of the exchange rate,

• production costs,

·        printing costs,

• logistical costs (shipping, containers, storage),

• or any external factor affecting the supply chain.

The transport costs, insurance, and customs fees are the responsibility of the professional client, except

4. Minimum order quantity (MOQ):

Some references, new products or promotional operations may be subject to a Minimum Order Quantity (MOQ).

The applicable MOQ is indicated on the quote or in the specific commercial conditions.

Krakoa Logistics reserves the right to refuse any order that does not comply with the defined minimum quantities.

5. Payment terms:

Unless otherwise specified in the quote:

• A deposit of up to 50% may be required upon ordering.

• The balance is payable within 30 days net or according to the terms specified on the invoice.

In the event of delay or non-payment:

• late penalties are applied in accordance with the law,

• a fixed compensation of €40 for recovery costs is due (B2B),

·        Krakoa Logistics reserves the right to suspend ongoing orders.

6. Delivery, transport and transfer of risks:6. Delivery, transport and transfer of risks:

The goods are sold according to the Incoterm specified in the quotation: EXW, FCA, FOB or any other agreed Incoterm.

In the absence of indication, the transfer of risks occurs upon delivery to the carrier, even if the transport is organised by Krakoa Logistics

Delivery times are indicative. They may vary depending on production, printing, assembly, import, or international transport constraints.

A delivery delay cannot justify either order cancellation or compensation.

If the goods are made available and are not collected within 7 days, a weekly penalty of 150 EUR will be automatically applied until the goods are actually collected.

7. Reception and complaints:

The professional client must check the goods upon receipt.

Any complaint regarding conformity, quantities, or damage must be made in writing within 7 days of delivery.

After this deadline, the delivery is considered to be compliant.

Krakoa Logistics may request evidence (photos, videos, batch numbers) in order to process the claim.

8. Returns Policy:

No returns of goods will be accepted, whether for unsold items, surpluses, or forecasting errors.

9. International sales and territorial restrictions:

Unless a specific written agreement is made, the products from Don’t Panic Games and Ynnis Editions distributed by Krakoa Logistics are sold without territorial exclusivity rights.


However, according to the terms, Krakoa Logistics reserves the right to:

  • • Limit resale in certain countries due to exclusive distribution contracts
  • Prohibit resale via international platforms (e.g. Amazon Global, eBay, off-zone marketplaces),
  • • Refuse an order intended for a territory already covered by an official partner,
  • • Require total transparency on distribution flows when there are international sales

The client agrees to comply with:

  • the territorial restrictions communicated by Krakoa Logistics,
  • • local compliance rules (translations, certifications),
  • • and not to divert products to an unauthorised market

10. Intellectual property:

All creations (rules, texts, illustrations, covers, designs, logos, universes, visuals) remain the exclusive property of Don't Panic Games and Ynnis Editions, or their rights holders.

The professional client acquires no rights other than the right to resell the products purchased in compliance with the laws and commercial agreements.

Any use of visuals, images, logos or marketing content must be authorised by Don't Panic Games, Ynnis Editions or Krakoa Logistics

11. Retention of title:

In accordance with Article 2367 of the Civil Code, Krakoa Logistics retains ownership of the goods until full payment of the price.

In the event of non-payment, Krakoa Logistics may reclaim the goods without prejudice to the costs incurred.

12. Order cancellation and modification:

Any cancellation of an order after validation results in:

  • • the billing of incurred costs (production, logistics, preparation),
  • • and a fixed compensation that can amount to up to 20% of the total estimate.

Once production has started, the quantities can no longer be changed.

13. After-Sales Service (ASS) – Missing or defective parts:

Krakoa Logistics provides a After-Sales Service for games and puzzles featuring:

  • • missing parts,
  • • defective components,
  • • a printing or assembly defect.

The distributor undertakes to:

  • • provide evidence of the defect (photos, videos, batch numbers),
  • • centralise the requests from its resellers or end customers,
  • • do not open or unpackage the products without prior agreement.

The after-sales service will take the form of a credit note.

No return of complete goods will be accepted without prior written agreement.

14. Force majeure :

Krakoa Logistics shall not be held responsible in the event of force majeure or events beyond its control: strike, international transport delays, production issues, embargo, pandemic, conflict, port blockage, etc.

The obligations are suspended for the duration of the event.

15. Commercial data and confidentiality:

The information exchanged with the professional client (prices, volumes, marketing data, forecasts, internal documents) is confidential.

The client agrees not to disclose them.

16. Governing Law – Disputes :

The present General Terms and Conditions are governed by French law.

In the event of a dispute, the parties will seek an amicable solution.

Failing that, the dispute will be brought before the competent courts of the registered office of Ynnis Editions