ART. 1 - These general terms and conditions of sale are provided to each buyer to enable them to place an order. Consequently, placing an order implies the full and unconditional acceptance by the buyer of these general terms and conditions of sale, to the exclusion of any other documents issued by the seller, such as brochures or catalogs, which are only indicative. No specific condition may prevail over these general terms and conditions of sale unless formally and previously accepted in writing by the seller. Any contrary condition that may appear on any document from the buyer is hereby considered null and void, unless previously accepted in writing by the seller. The general conditions, if not reiterated in subsequent orders, will remain in force as long as commercial relations persist. Each order is subject to acceptance by the seller's head office, and sales only become final upon this acceptance. The seller is only bound by orders placed with its representatives or employees subject to and from a written confirmation from the head office. Acceptance may also result from the shipment of the products. No modification of an order requested by the buyer can be considered unless it has been received in writing by the seller's head office at least 8 days before the shipment of the products. No cancellation or resolution of an order may occur if it has already been accepted by the seller.  

ART. 2 - Delivery times are given as an indication and without guarantee. The seller does not guarantee the means or the deadlines by which the transport is carried out. The seller may proceed with deliveries globally or partially. Exceeding delivery deadlines cannot give rise to damages, deductions, or cancellation of ongoing orders. However, if two months after the indicative delivery date, the product has not been delivered for any reason other than force majeure, the sale may then be resolved at the request of either party, 15 days after a registered letter with acknowledgment of receipt is sent to the other party. The buyer may obtain restitution of their deposit to the exclusion of any other compensation or damages. For the application of the previous provision, the following are considered as cases of force majeure exempting the seller from their delivery obligation: war, mobilization, riot, fire, strikes, accidents, machine breakdowns, pandemics, impossibility of supply, and interruption of transport means, and/or any event beyond the seller's control preventing or significantly reducing the manufacture or shipment of products. The seller will keep the buyer informed in a timely manner of the cases and events listed above. In any case, delivery within the deadlines can only occur if the buyer is up to date with their obligations to the seller, whatever they may be.  

ART. 3 - The products travel at the risk and peril of the recipient, who must note any characterized reservations on the delivery receipt for any apparent damage to the packaging. The recipient must also confirm their reservations by registered letter within a maximum of 48 hours. Claims regarding apparent defects or non-conformity of the delivered product to the ordered product or the shipping note must be made in writing within 8 days of the product's arrival. It is the buyer's responsibility to justify the reality of the defects or anomalies found by allowing a contradictory check. Any return of a product must be the subject of a formal agreement between the seller and the buyer. The costs and risks of the return are always the responsibility of the buyer. Due to the automation of manufacturing processes, it is technically impossible to avoid a certain number of defective items. It is agreed to accept a tolerance of defective items not exceeding 2% of the delivery. Furthermore, the seller only guarantees the quality and weight of the goods upon departure from their factories or warehouses.   Finally, regarding the quantities delivered compared to the quantities ordered, the following tolerances, more or less, are admitted:
    - 5% more or less on the measurement of the delivered parts,
    - 8% for cotton articles.
These quantities are understood for a format, a print, a quality, a model, a machine setup, and a supply. In case of non-conforming or defective delivery, the seller limits their guarantee to either replacing the recognized defective goods, without prejudice to the tolerance provided above, or refunding them, to the exclusion of any indemnity of any kind, whatever the consequences of this non-conforming or defective delivery. For any return accepted by the seller, the replacement or refund will only be made after qualitative and quantitative verification of the returned products. The replacement or refund will always be limited to the sole part of the supply that is the subject of the claim.  

ART. 4 - Payments must be made, unless otherwise clearly stipulated, by bank transfer, no later than 10 days from the invoice date, or within 10 days of the fortnightly statement if several invoices have been issued in the same fortnight. No discount will be granted for cash payment. In case of late payment, the amounts due will bear interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 7 percentage points. This interest will be calculated from the date of the initially granted deadline or from the one subsequently granted in case of a new payment deadline. In accordance with Article L.441-6 of the Commercial Code, late payment penalties, at an annual rate of 20%, and a indemnity of 40€ are due in the absence of payment the day after the payment date on the invoice. In case of a change in our bank details, an official postal letter signed and stamped by us will systematically be sent to you. In no case will an email from our services be considered valid. In any case, for security, we invite you to systematically call us for confirmation in case of receiving a letter mentioning any change in IBAN.  

ART. 5 - The non-compliance with an obligation of the buyer, and in particular the non-payment of an amount on its due date, results from a simple registered letter informing of the intention of our Company:   The forfeiture of the term of the amounts due under all ongoing contracts, and therefore the exigibility of these amounts. The possibility for our Company to either suspend the execution of all or part of the ongoing contracts until full payment of the amounts due, or to terminate and/or resolve all or part of the ongoing contracts.  

ART. 6 - The transfer of ownership of our goods is suspended until full payment of the price by the buyer, and the latter assumes, until that date, as holder, at their own expense, the risks and responsibilities of the goods, even in case of force majeure. The granting of payment deadlines implies express authorization by the buyer to resell or transform our goods before their full payment. In the event that these goods are transformed or sold, the transformation or sale is always carried out by the buyer on behalf of the seller, the portion of the price due to the seller for these goods may be retained by the buyer until the agreed deadline and, regardless of whether the sold goods have been transformed or not. However, this authorization is revocable by right, without notice and without any formality, by the mere occurrence of bankruptcy, judicial settlement, or liquidation of the buyer's assets. Furthermore, in cases where our Company has serious or particular reasons to fear the buyer's insolvency, in case of non-payment of the amount due on its due date, or if the buyer does not present the same financial guarantees as on the order date, our Company may revoke the authorization by simple registered letter; this revocation taking immediate effect and the buyer ceasing the sales or transformations of the unpaid goods.  It is expressly agreed for the identification of the goods delivered to the buyer that the practice followed in the profession should be applied, according to which the products that have been in the buyer's warehouses the longest are the first to be withdrawn, so that our goods existing in these warehouses are deemed to be those, to the extent due, that our Company has most recently delivered.  

ART. 7 - The general terms and conditions of sale of the French Cotton Syndicate, which the customer declares to be well acquainted with, are also applicable and supplement these conditions for all provisions that are not contrary to them.  

ART. 8 - The possible nullity of a stipulation does not affect the validity of the other stipulations, which remain unchanged.  

ART. 9 - The products are supplied at the price in force at the time of the placement of orders, even in cases where these do not include it. However, the basic rates may vary depending on discounts and rebates made at the sole discretion of the seller, particularly depending on the quantities ordered, grouped orders from several buyers, range discounts, end-of-year rebates, etc. Any difficulty relating to the interpretation of these general conditions, the placement of orders, the conclusion, or the execution of any sales contract between the parties must be the subject of prior consultation between the buyer and the seller. In case of dispute or contestation of any kind, the Commercial Court of Lille shall have sole jurisdiction, unless the seller prefers, at their sole discretion, to refer the matter to any other competent court. This clause applies even in the case of summary proceedings, incidental claims, or plurality of defendants, and whatever the mode and modalities of payment.