Article 1 – General terms
1-1 The purpose of these General Terms and Conditions of sale (the "GTC") is to govern the contractual relationship between DOMOTEX S.A.S ("our Company"), whose registered office is located at 169 rue Sadi Carnot 59350 SAINT ANDRE LEZ LILLE, with a share capital of €329,137, RCS LILLE, and its Customers (the "Customer(s)"), in the context of its professional activity of manufacturing and commercialisation of fabrics and ready-made textile articles (the "Products").
Article 2 – Object and scope
2-1 Any orders for goods imply the Customer's unreserved acceptance of and full and complete adherence to these general terms and conditions of sale, which shall prevail over any other document issued by the Customer, unless special terms and conditions are negotiated by our company.
2-2 Commitments made by our representatives are valid only after ratification by letter.
Article 3 – Prices
3-1 Prices quoted by our Company for services and/or goods to be delivered by our Company are in euros and are always exclusive of value-added tax and other charges relating to sale and delivery, including - but not limited to - public taxes and charges for transport, loading and unloading, import duties and indirect taxes, and are based on delivery "ex warehouse" in accordance with the Incoterms in effect at the date of the offer.
3-2 If increases of cost price should affect our Company's cost factors (including but not limited to changes in material and raw material prices, transport prices, energy prices, exchange rates) in the period following the conclusion of the contract but preceding delivery (whether partial or otherwise), our Company shall be authorised to increase the price due by a proportional rate.
Article 4 – Orders
4-1 Orders are not final until they have been confirmed by the signature of an order form.
4-2 The terms of orders transmitted to our Company are irrevocable for the Customer, unless accepted in writing by us. In this case, our Company shall not be bound by the deadlines initially agreed, and our Company shall have full authority to invoice the Customer for any higher costs associated with such modifications.
4-3 If the Customer wishes to cancel an order for any reason without our written acceptance, the Customer is obliged to compensate our Company up to the total value of the order.
4-4 During the execution of an order or contract, we reserve the right to request any guarantees of payment that we deem necessary. If these guarantees, the effectiveness of which we are the sole judge, are refused, we have the right to cancel the outstanding balance.
Article 5 – Delivery
5-1 Our Products are delivered to the address indicated by the Customer on the order accepted by our Company.
5-2 Delivery times are given purely as an indication and without guarantee. A delay does not entitle the Customer to cancel the sale, to refuse the goods or to claim damages.
5-3 Goods travel at the Customer's risk, whatever the mode of shipment, and it is the Customer's responsibility, in the event of damage, loss or shortage, to make any reservation or exercise any recourse against the carriers responsible, in accordance with article L.133-3 of the French Commercial Code.
5-4 Any delays in the payment of invoices on the due date, suspension of payment, liquidation or bankruptcy of the Customer, entitles the Customer to interrupt delivery or to cancel, without compensation, the balance of orders in progress or still to be delivered.
5-5 In the event of a request for collection from the warehouse, the Customer will receive notification no later than two weeks before the date on which delivery can take place.
Collection must take place no later than two weeks after this date, failing which Our Company is entitled to store the goods at the Customer's expense and risk. If collection has not taken place within three months of the notification referred to in the first sentence, our Company shall be entitled to dispose of the goods freely and the Customer shall be liable to pay a fine equal to the purchase price of the goods concerned, notwithstanding our Company's right to obtain compensation for any damage suffered by it.
Article 6 – Complaints and limitation period
6-1 The Customer is obliged to check the goods delivered immediately after delivery in order to detect any non-conformities in the goods delivered. Any non-conformities must be notified by the Customer to our Company by registered letter with acknowledgement of receipt, or by a hand-delivered letter against receipt, within seven days of the date of their discovery and before their transformation or use.
6-2 Fabric is a living material and "defects" may appear within it. If the total number of "defects" does not exceed 40cm per roll/plank of 20 meters, the Customer cannot make any claim in this respect.
6-3 In any event, the Customer may no longer assert his rights if the notification to be sent to our Company has not taken place within seven days of the date on which the Customer could reasonably have discovered any non-conformities.
6-4 After this period, no claim will be accepted, regardless of the seller's default. The Customer must pay the full price.
6-5 Delivered items are packaged and sealed with adhesive strips. The absence of this guarantee strip will invalidate any claim for missing goods.
6-6 In the event of any non-conformity, the customer is obliged to do everything reasonably possible and necessary to avoid (further) damage. In addition, the customer is obliged to follow the instructions given by our company in this respect.
6-7 Complaints about calculated prices and other complaints concerning invoices must be addressed to our Company in writing within eight days of the invoice date, together with a precise statement of the object of the complaint.
6-8 The Customer is obliged to provide our Company with all necessary cooperation in the examination of the claim, in particular by allowing our Company to conduct a subsequent investigation into the merits of the claim. If the Customer refuses to cooperate, or if an investigation of the claim is otherwise not (no longer) possible, the Customer may no longer assert his rights.
Article 7 – Intellectual Property
7-1 In the event that our Company does not supply the design to be printed, the Customer warrants that it holds all necessary rights, including but not limited to intellectual property rights, or has obtained all required authorizations for the reproduction of the designs submitted to our Company for production. The Customer undertakes to indemnify, defend and hold our Company harmless against any claim, demand or legal action alleging that the reproduction and use of the designs supplied by the Customer constitute an infringement of the intellectual property rights or other rights of third parties.
In such a case, the Customer expressly acknowledges that our Company acts as a third-party service provider and does not verify the ownership of the rights to the motifs supplied by the Customer for reproduction. Consequently, our Company cannot be held responsible for any infringement of intellectual property rights relating to the motifs reproduced at the Customer's request. It is the sole responsibility of the Customer to ensure that the reproduction of the motifs ordered is legal and does not infringe the rights of third parties.
Article 8 – Returns
8-1 Any returns of goods must be agreed in writing between our Company and the Customer.
8-2 Any goods returned without this agreement will be held at the Customer's disposal and will not give rise to the issue of a credit note.
8-3 Return costs and risks are always borne by the Customer.
8-4 Any accepted return will result, after verification of the returned products at the discretion of our Company, in either:
- The issue of a credit note to the Customer or,
- Replacement of the goods.
Article 9 – Payment Terms
9-1 The parties agree on maximum payment terms of SIXTY (60) days - date of invoice or FORTY-FIVE (45) days - end of month from the date of issue of the invoice. No discount will be granted for early payment.
9-2 Payment shall be made:
- by signed and accepted draft or promissory bill
- by bank or postal cheque made payable to our Company
- by bank transfer
8-3 Any sum not paid on the due date will give rise to the payment, by the Customer, of penalties set at a rate equal to THREE (3) times the legal interest rate, applied to the price of the Products, and calculated pro-rata temporis, from the day after the missed due date until full payment of the sums due. A fixed indemnity of FORTY (40) euros will be invoiced to the Customer to cover our collection costs. Should the collection costs actually incurred prove to be higher, our company reserves the right to request additional compensation from the customer, on presentation of proof. In application of article L.441-6 of the French Commercial Code, these penalties are payable ipso jure on simple request by our company.
Article 10 – Retention of title
10-1 Our company retains ownership of the goods sold until full payment of the price in principal and accessories has been received.
Article 11 : Confidentiality
11-1 The Customer undertakes not to divulge and to keep confidential any information, of any nature whatsoever, in any form whatsoever, which may be supplied to it, prior to or subsequent to the conclusion of the Contract by our Company (the "Confidential Information"), for a period of THREE (3) years from the date of its communication.
11-2 The Customer undertakes to hand over to our Company, at its request, any document or medium of any nature or form whatsoever containing the Confidential Information.
11-3 It is expressly agreed that the identity and contact details of our Company's suppliers and subcontractors are business secrets which, as such, remain confidential and may under no circumstances be communicated to the Customer. In the event of an audit of our suppliers and subcontractors accepted by our Company, only an independent third party guaranteeing the confidentiality of their identity and contact details may carry out such an audit, at the Customer's expense.
11-4 Our Company is expressly authorized by the Customer to use the Customer's name and any distinctive sign, as well as visuals or photographs of the Products, for commercial reference purposes, on all media, in particular in its advertising documents.
Article 12 : Force majeure
12-1 The occurrence of a case of force majeure or a strike has the effect of suspending the performance of our company's contractual obligations.
12-2 Force majeure is any event beyond our company's control which prevents normal operation at the manufacturing or shipping stage. The events referred to in the preceding paragraph shall also be considered as force majeure, when they occur either at the suppliers of raw materials essential to the manufacture of the goods ordered, or at any other establishment on which the performance of the contract depends.
Article 13 : Jurisdiction
13-1 The Tribunal de Commerce de LILLE shall have exclusive jurisdiction over all disputes relating to sales made by our company, as well as those relating to the interpretation of the general terms and conditions of sale.
Article 14 : Applicable law
14-1 Any question relating to the present terms and conditions of sale which is not covered by the present contractual stipulations shall be governed exclusively by French law.