Condiciones generales de venta

GENERAL TERMS AND CONDITIONS OF SALE

1. INTRODUCTION: The general terms and conditions of sale set out below (hereinafter referred to as the "General Terms & Conditions"), govern the contractual relations between any buyer (hereinafter referred to as a "Buyer", "You" or the "Customer") and the company FRANCE TEXTILE PRODUCTION, with corporate capital of €64,000, whose registered office is Z.I. En Jacca – 4, Chemin de Naudinats – 31 770 Colomiers - France (hereinafter referred to as the "Vendor") and registered in the Trades and Companies Register of Toulouse under number B 392 813 242, and any customer who places Orders for goods or services from the Vendor, in any way.

2. These general terms and conditions of sale are the only ones that apply and they supersede all other conditions, unless a prior, express exception is made in writing. The Vendor may occasionally be required to change some of the provisions of its general terms and conditions and therefore it is necessary that they are read again before each Order, regardless of the medium they are written on. These changes are enforceable from the date the paper version of them is distributed and do not apply to contracts concluded earlier. Thus, each purchase is governed by the terms and conditions applicable on the Order date. We consider that by validating your Order, you unreservedly accept our terms and conditions of sale after having read them.

   Also, by placing an Order by fax, letter, email, telephone, or any other means, you agree to abide by the General Terms & Conditions of Sale below which are sent to you annually on paper with the prices and printed documentation and thus, you waive any benefit of discussion. In addition to this dispatch, the General Terms and Conditions of Sale are systematically printed on the back of each of your invoices.

   These General Terms and Conditions of sale prevail over all contrary provisions of the Buyer with the sole exception of those which have been accepted in writing by the General Management of FRANCE TEXTILE PRODUCTION.

3. DEFINITIONS: In these General Terms and Conditions, the following terms shall have the following meaning:

4. - "Intellectual Property Rights" means all intellectual, industrial, literary or artistic property rights, and in particular, without limitation, company names, trade names, brands, trademarks, designs, domain names, logos, software, applications, patents, names, copyrights, know-how, source codes, programs, algorithms, databases, moral rights and other immaterial rights, whether registered or otherwise, including requests to grant such rights, and any rights and forms of protection having equivalent or similar effects that may exist anywhere in the world, and any documentation, in particular sales documentation relating thereto.

   - "Products" means all items offered by the Vendor.

   - "Order" means the conclusion of the sales contract by which the Customer buys and the Vendor sells the Products selected by the Customer, at the price and under the conditions agreed between the parties. It shall be formed by a quotation prepared by the Vendor and signed by the Customer or by a purchase order issued by the Customer and confirmed by the Vendor, by any written means, including electronic, after modification, if necessary, accepted by both parties.

   - "Delivery" means delivery of the Products which are the subject-matter of the Order to any place agreed between the parties.

5. CUSTOMERS: Working only with customers which are retail professionals, any first request or Order must be placed by correspondence on letterhead paper or by completion of the customer form in order to check the Customer’s retailer status. After investigation, and if the Customer’s profile is compatible with that of the distribution network of FRANCE TEXTILE PRODUCTION and with the constraints imposed by the distribution networks of its own suppliers, opening of the account shall then be confirmed to the Customer. These conditions are applicable to all retailer customers, regardless of the country from which the customer places an Order and, unless a specific exclusive distribution agreement is concluded, without any restriction of territoriality or language in which the customer places it.
6. PRICES: The selling prices indicated on the Website or on the current paper price schedule are in euros and without taxes, unless otherwise stated. Unless otherwise agreed and according to the usual current conditions, any Delivery costs, from Colomiers (31) - FRANCE, are indicated to the Customer on the paper price schedule. These shipping costs are charged at the end of its Order in addition to the price of the selected Products.

7. For sales made to customers located in Metropolitan France, VAT at the applicable rate shall be added to the prices excluding taxes indicated for the Products, services and carriage. The VAT rate shown on the purchase order is that applicable on the day of the Order.

   If Delivery takes place outside the territory of the European Union, the customs duties and formalities relating thereto shall be at the Customer’s exclusive expense. The Customer therefore undertakes to check the conformity of the Delivery with regard to the country of Delivery.

   If the Customer wishes the price to be converted to another currency, it shall inform FRANCE TEXTILE PRODUCTION to this effect. This price shall be given as an indication only. Our sales are made exclusively in Euros (€).

   You will note that if the prices appear in Euros on the paper price schedules distributed or any other medium, they may also appear in another currency for information, without the latter having any contractual value. FRANCE TEXTILE PRODUCTION disclaims all liability for any errors or inaccuracies in the conversion system used or for any difference there may be between the total estimated amount of your Order and the invoiced amount.

   We reserve the right to change our prices at any time, but we undertake to apply the current prices that have been communicated to you at the time of your Order, and/or that have been distributed to all our customers on paper or by e-mail prior to it. Samples are always charged at the price and under the conditions corresponding to a sale of a single item.

   The price communicated is valid for the indicated period but may be changed at any time without notice depending on changes in raw material costs and currency fluctuations.

8. ORDERING AND CHARACTERISTICS OF PRODUCTS: Orders, including samples, are placed by email or on our website and exceptionally by telephone.

9. When the Customer orders an item from the current paper catalogue and/or paper price schedule and/or from the website, it accepts in the same way the General Terms and Conditions of sale to which it is bound in their most recent version, which the Customer reads and accepts, these terms and conditions having been shipped to it jointly and in the same envelope or readable directly on the website. For any Order without modification of the Product (e.g. marking) whose Delivery is scheduled by the Customer beyond 1 month, cancellations and corrections must reach FRANCE TEXTILE PRODUCTION within 15 days from the Order date by registered letter with a request for acknowledgement of receipt in order for them to be taken into account.

   The Customer chooses the method for buying its Product.

   Any indication in the Vendor’s catalogues, brochures, notices, etc. is only a general guide. The prices, Products and characteristics may be changed at any time without notice. Only the characteristics and prices in force on the day of the Order apply to it.

   FRANCE TEXTILE PRODUCTION informs the Customer of all the key characteristics of the goods offered.

   These characteristics are shown with the support of photography and logos illustrating the offer. FRANCE TEXTILE PRODUCTION invites the Customer to read these characteristics carefully.

   Generally, these characteristics relate to sizes, user categories, dimensions, main conditions of use, indicative weights, colours, components, quantities and prices of the goods offered. The offer is made for an indefinite period and the Customer must always pay attention to the characteristics that may change at any time and ensure that they exactly match its expectations before placing an Order.

   The Customer acknowledges that the photograph representing the Product shown on the website or paper catalogue is only a general guide. Indeed changes may be shown due to the processing of the photo.

   The delivered items may have slight variations in colour in the same series of items delivered or of the same design. These variations may be due either to the vagaries of first-use and/or recycled raw materials or to the natural variations of organic or non-organic plant fibres, which come from different sources, multiple harvests and from several regions, or from the technical limits of the identical reproduction processes of the different series of the same item. Finally, changes to the European REACH regulation or any subsequent regulation relating to the chemical composition of Products placed on the European market may require FRANCE TEXTILE PRODUCTION, without first informing the Customer, to change certain chemical components of the items, resulting in variations in the appearance and characteristics of the items.

   In all cases, and whatever their cause, slight variations in appearance, or qualitative variations of treatment, colour or finish, may not result in the Customer refusing to accept the Order, which undertakes to accept it.

   If despite all the precautions, and all the care taken by FRANCE TEXTILE PRODUCTION to ensure the proper manufacture of its items, the item proved to be defective or not compliant with the terms of the Order placed, FRANCE TEXTILE PRODUCTION’s liability would be strictly limited to the elements of the transaction, namely the price alone of the delivered Products. In this case, and above this amount, no compensation for the direct or indirect consequences thereof shall be due to the Customer for whatever reason which thus waives seeking any remedy against FRANCE TEXTILE PRODUCTION, in particular with regard to the reimbursement of expenses incurred, and any harm suffered by it or its own customer, such as compensation for infringement of intellectual, image, industrial and trademark rights. Since the items sold are mainly imports, their origin may vary for the same category of Products.

10. SAMPLE(S): The sending of sample(s) is a service for the reseller customer allowing them to be made temporarily available, for demonstration purposes only and excluding any other reason. These Products shall be automatically invoiced. The sample purpose (ECH) is recalled on Order confirmations as well as on "ECH" Delivery documents. It is the customer’s responsibility to take care of items entrusted to it by FRANCE TEXTILE PRODUCTION, for which it is entirely responsible. It shall also take care of all packaging and labelling of items so that FRANCE TEXTILE PRODUCTION can reuse them. It shall also take care to repack them correctly so that they are returned to FRANCE TEXTILE PRODUCTION in the condition in which they were provided. Finally, it shall ship them back, always at its own expense, and sufficiently early, so that FRANCE TEXTILE PRODUCTION receives them no later than 2 months after their receipt by the customer. After this return deadline to FRANCE TEXTILE PRODUCTION, no credit note for the "ECH" purpose shall be issued. The same shall apply to samples that the customer either wishes to keep or that arrive back after the deadline, or returned items or their packaging and their labelling that have been damaged and can therefore not be returned to the shelf.
11. PRODUCT DELIVERY: The times for approving your Order may vary depending on the confirmation times issued by our factories or suppliers. FRANCE TEXTILE PRODUCTION strives to confirm your order within 24 working hours, but disclaims any liability for a longer approval time.

12. If any irregularity were found in an Order confirmation, or if any malfunction occurred such that the Order confirmation did not match the reality of the Order placed, it would be the Customer’s responsibility to ensure without delay that this confirmation exactly matches its Order. Once production and/or shipment has been initiated, no request for modification, cancellation or objection shall be accepted.

    An invoice shall be sent to you by letter or email for each shipment. In some exceptional cases of multiple shipments within the same month, a summary invoice may be sent at the end of the month.

    Unless specifically stated, FRANCE TEXTILE PRODUCTION does not geographically restrict the commercial offering. FRANCE TEXTILE PRODUCTION undertakes on Delivery to accompany the latter with documents required for placing the item on the market or using it.

    Your Order shall be delivered to you at the address you specified to us in your Order. In certain cases of Delivery addresses different from those of the invoice addresses, and in order to secure the transactions, you may be asked to validate our Order confirmation and in particular its place of Delivery either by email from your usual address or by fax.

    The contractual information is presented in French and a confirmation containing this contractual information shall be sent to you. FRANCE TEXTILE PRODUCTION reserves the right to cancel or refuse any Order from a customer with which there is a dispute regarding payment of a previous Order.

13. GOODS INSPECTIONS AND COMPLAINTS: On receipt of the goods, and after taking the habitual precautions on Delivery regarding any visible defects with the carrier, the Customer or the delegated consignee to which it has asked to have the goods shipped, shall then check or have the Order checked for compliance on the Delivery day.

14. The Vendor guarantees the Products sold against any hidden defects within the limits below.

    Given the nature of the goods delivered which are very mass consumption clothing, footwear, gloves or accessories which have not up to that moment concealed any hidden defects, after a period of 15 days of receipt of the goods by the consignee, no complaint shall be accepted, whatever the reasons thereof. Complaints must always be made by registered letter with acknowledgement of receipt or by email confirmed by registered letter with acknowledgement of receipt.

    The warranty only applies if the Customer has satisfied the general obligations of these General Terms & Conditions and it is strictly limited to the Products delivered by the Vendor. The warranty obligation does not apply in the event of a visible defect, the fault of the Customer or of a third party, misuse of the Products sold, abnormal, abusive or unauthorised use of the Products sold, failure to comply with the conditions of use, negligence, carelessness or inadequate maintenance by the Customer.

    For goods shipped on the Customer’s orders to a third-party address, such as to a subcontractor to be reworked, or where the customer reworks or has the goods reworked by its own means, it is the Customer’s sole responsibility to make its own arrangements to perform the habitual checks of receipt and proper verification of the goods delivered, or arrange for them to be performed, before carrying out or having any reworking carried out. Indeed, after being reworked, since the delivered goods are no longer in their initial condition, they become unfit for sale and they cannot in any case be returned to or refunded by FRANCE TEXTILE PRODUCTION.

    The same applies to all expenses and ancillary costs that the Customer has unduly spent on unconfirmed and uninspected goods prior to them being reworked. Similarly, no compensation for any reason shall be due by FRANCE TEXTILE PRODUCTION to the Customer.

    Thus, the Customer shall, before any reworking, and on the Delivery day, validate that the goods comply with its Order, such that it shall refrain from making any subsequent complaint or obtaining the benefit of discussion against FRANCE TEXTILE PRODUCTION, should the goods prove to be non-compliant after they have been reworked.

15. MARKING OF PRODUCTS: Press proof, prototype. After receipt of the customer’s firm Order, a press proof (by email) may be provided free of charge on request. Thus, a prototype may be made on request. The costs of producing it shall be invoiced as well as those incurred for the items, carriage and accessories, at the rate in force. Depending on the type and production sites, the production of a prototype may lengthen the Delivery lead times. In order not to delay the planned Delivery date, the Customer undertakes to give its agreement or comments to FRANCE TEXTILE PRODUCTION immediately on receipt of the press proof or prototype.

16. Slight variations in the colours and appearance of the marking, inherent in the limitations of the technical process used, or of positioning and reproduction resulting from the flexibility of the media, may in no case result in refusal of acceptance of the Order by the customer which undertakes to accept it. Also, because of slight variations in colour, processing or composition, due either to the vagaries of raw materials and natural fibres, or to the technical limitations of reproduction of different series of the same item, the marking may also undergo slight variations in appearance or colour which may in no case result in refusal to accept the Order.

    New technical constraints and new feasibility limits: the application of new European regulations for health and the environment, and relating to textile dyes and marking inks, may at any time modify the characteristics of items which sometimes preclude certain printings. Therefore, in some special cases, marking advice such as those on the documentation and/or websites, may at any time become non-applicable without FRANCE TEXTILE PRODUCTION’s liability being incurred and without the Customer being able to claim compensation for direct or indirect costs incurred and for any harm suffered by it or its own customer, such as compensation for infringement of intellectual, image, industrial and trademark rights.

17. RESPECT OF INTELLECTUAL PROPERTY RIGHTS: All intellectual property rights and other rights in the Products (and in particular any design or patent) or in particular relating to the logos, trademarks and other distinctive signs present on the Vendor’s products or commercial documentation are and remain the latter's exclusive property or that of the holders of such rights. The Customer acknowledges the existence of such intellectual property and property rights and shall take no action intended to infringe, limit or restrict in any way the Vendor’s ownership or rights in question.

18. Any Order from a user (reseller or customer) to the supplier and administrator of the proposed catalogue, for the purpose of reproducing a creation or an invention, in particular in the form of text, drawing, illustration, model, image, photograph, mark, logo, on any medium, must have been expressly and in advance permitted by the owner of the intellectual property rights attached to such a creation or invention.

    The sponsor (reseller or customer user) must be able to prove that the owner of the intellectual property rights from which it is requesting the reproduction is at origin of the Order and must have previously ensured its status or it may be held to be an accessory of counterfeiting. The sponsor (reseller user or customer) undertakes to comply with any instructions that may be given to it by the owner of the intellectual property rights regarding the use and reproduction of the creation or invention.

    Should the sponsor be unable to prove its reproduction rights at FRANCE TEXTILE PRODUCTION’s first request, FRANCE TEXTILE PRODUCTION reserves the right to refuse fulfilment of its Order.

19. CARRIAGE: Carriage and Order preparation costs are normally in addition and are added to the price of the goods. The Incoterm billing is normally EXW.

20. Under certain conditions of total price, packing, quantities, grouping, etc., specified in the price schedule or current special offers or following the granting of special conditions, carriage may be free for the Customer to a specified place. For Carriage Paid, this applies only to Orders for which shipments are made in one consignment, to a single Delivery point. by the carrier chosen exclusively by FRANCE TEXTILE PRODUCTION and using the so-called "normal" carriage service, thus excluding any carriage system known for its rapidity, such as express or air transport for example.

    In all the aforementioned carriage cases, whether the carrier is chosen and commissioned on behalf of the customer, by the customer itself or by FRANCE TEXTILE PRODUCTION, and/or whatever the terms of the Customer’s financial contribution to this carriage service, the goods always travel at the entire risk of the recipient Customer alone. The risks include both the direct cost of the goods, but also all indirect costs or any other form of compensation which the Customer could claim. The goods are loaded by FRANCE TEXTILE PRODUCTION under the general insurance conditions corresponding to the type of carriage used, in agreement with the customer. If the customer wishes, it may ask FRANCE TEXTILE PRODUCTION to purchase, on its behalf and before departure of the goods, declared value supplemental insurance, in order to cover more fully the risks to which its goods are exposed during carriage.

    As soon as FRANCE TEXTILE PRODUCTION entrusts the goods to the carrier, the carrier becomes fully and solely responsible for them, regardless of the terms and conditions of sale of this carriage service to the Customer. On receipt of the goods, the Customer shall ensure that the packaging is in good condition and check the number indicated on the accompanying delivery note. If on receipt of these goods, a visible defect is observed, it must be immediately noted in writing on the carrier’s delivery note. No claim for missing items or damaged goods, resulting from a discrepancy in the number of packages or their poor condition, shall be considered if visible anomalies have not been noted on the delivery note on Delivery. Only these statements allow the Customer to seek a possible remedy against the carrier.

21. VALIDATION: You acknowledge that you have read and agree to these General Terms and Conditions of Sale before placing your Order. Placing and/or validation of your Order is therefore deemed to be acceptance of these General Terms and Conditions of Sale. Unless otherwise proved, the data recorded by FRANCE TEXTILE PRODUCTION constitute proof of all transactions made by FRANCE TEXTILE PRODUCTION and its Customers or users.

1. AVAILABILITY: Our Product and price offers are valid while stocks last, so therefore some items still contained in the current paper catalogue or on the website may have already been withdrawn from sale without any other information having being communicated to you in advance. Although FRANCE TEXTILE PRODUCTION endeavours to provide reliable content in its electronic or paper documentation, it does not guarantee that it is free from inaccuracies, typographical or other errors, omissions and/or viruses. The information that FRANCE TEXTILE PRODUCTION publishes regarding stock availability is purely as a general guide. Although these statements are updated daily, they are only a general guide and only reflect past availabilities. In no way could FRANCE TEXTILE PRODUCTION be held liable for its inability to deliver within the requested time frame, consequent to sales made in the meantime, stock shortages or deviations, or customs, legislative, qualitative or shipping problems.

2. The Customer which so wishes, should always check with FRANCE TEXTILE PRODUCTION, that the Products are in fact available before placing an Order.

   Should a Product become unavailable after placing your Order, we shall inform you thereof by email and/or by letter on receipt of information received by our factories/suppliers

   It follows that the estimated lead times for Delivery of a Product are given only as a general guide, and any delays do not give the buyer the right to cancel the sale, refuse the goods or claim damages. Finally, any complaint for non-compliance or missing items on Delivery of a Product, regardless of the Delivery method, shall be made within one week of receipt of the Product.

3. TAX REFUND: Any Product physically delivered to a Customer from a European Union member country to another European Union member country shall automatically be subject to the VAT of the issuing country, in this case France. Only Customers outside the European Union shall be invoiced without tax, the declaration being at the initiative of the beneficiary of the Product. Companies in European Union member countries trading with a Union member partner (other than that of the country where they reside) are required to provide their intra-Community VAT number to be invoiced without taxes.
4. PAYMENT: Unless specifically agreed, FRANCE TEXTILE PRODUCTION makes 4 payment methods available to you: by draft, by cheque, by transfer or in cash (a maximum of €1,000 including tax).

5. Payments must be made payable to FRANCE TEXTILE PRODUCTION, at the address of the Colomiers (31) - FRANCE office. Any payment problem may result in a redefinition of the payment terms by FRANCE TEXTILE PRODUCTION. Invoices shall be paid no later than the due date indicated on them. Except in the event of special terms, the discount granted for cash payments is 0.25%.

   Any invoice not paid by its due date shall automatically, from the day after the due date stated on the invoice, and without prior notice, attract daily late-payment interest of three times the legal interest rate. Set compensation of €40 for recovery costs shall also be due, unless the Vendor reports and provides evidence of costs greater than this amount. Late-payment interest shall be capitalised annually. In addition, any late payment shall result in, at the Customer's expense, compensation set as a penalty clause at 15% of the amount excluding tax of the unpaid invoice.

   In the event of non-payment, or partial payment by the Customer, by any of the agreed due dates, FRANCE TEXTILE PRODUCTION shall have the power to require payment of all outstanding invoices immediately without notice, and to suspend as of right, temporarily or permanently, without compensation or notice, any Delivery of Products originally ordered by the Customer, without prejudice to a claim for damages which it could bring against the defaulting Customer.

6. RETURN OF GOODS: Unless specifically agreed or for sampling, return of the goods, when accepted in writing by our services, is in all cases at your own expense and risk. It must be accompanied by your invoice and the return note, duly completed and signed by both parties.

7. Under no circumstances may a Product be returned without the prior written agreement of FRANCE TEXTILE PRODUCTION.

   Given the nature of the items delivered, after 15 days of receipt of the items by the recipient, no complaint or return shall be accepted, regardless of the nature of the request or dispute. Unless specifically agreed, in all cases, the return is at the Customer’s expense and risk.

8. LIABILITY: FRANCE TEXTILE PRODUCTION may not be held liable for non-performance of the contract entered into, firstly, in the event of force majeure within the meaning of Article 1218 of the Civil Code and case law and secondly in the event of a fault of the Customer or a third party.

9. FRANCE TEXTILE PRODUCTION disclaims all liability for the consequences resulting from misuse of the Products sold, abnormal, abusive or unauthorised use of the Products sold, failure to comply with the conditions of use, negligence, carelessness or inadequate maintenance by the Customer.

   Subject to the mandatory legal provisions, the Vendor disclaims all liability, in any way, for any indirect damage such as loss of profit, commercial or financial damage, an increase in general expenses, the consequence of third-party action or loss arising from or as a consequence of use of the Product, even if the Vendor has been notified thereof in advance, as well as damage to persons or property unconnected to the subject-matter of the contract.

10. FORCE MAJEURE: Neither party shall be liable in the event of a breach of any of its contractual obligations if such non-performance is caused by a case of force majeure within the meaning of Article 1218 of the Civil Code and case law.

11. For illustrative purposes and without this list being considered exhaustive, cases of force majeure are, in particular, considered to be: strikes at one of the parties’ supplier, in particular postal services, messengers, means of transport, customs, dockers or communications, blockades and embargoes, fire on the premises of one of the parties or its suppliers, pandemic, lockdown and equivalent governmental measures, floods and other natural disasters.

    The performance of these General Terms and Conditions and the resulting obligations shall be suspended in the event of an occurrence of a force majeure event and from receipt of the notification communicated by one of the parties to the other by registered letter with a request for acknowledgement of receipt or any written means which establishes evidence of its receipt, except for the obligation to pay the amounts due up to the day of the occurrence of the force majeure event.

    Fulfilment of the Order shall resume its normal execution, and the parties again be obliged to comply with all the obligations contained therein, once disappearance of the force majeure event has been duly noted.

    If a case of force majeure continues beyond a period of thirty (30) days, the order may be terminated immediately and of full right, without legal formalities, by either party, by sending a registered letter with a request for acknowledgement of receipt or by any means which proves receipt by the other party.

    Such termination shall be effective on the day following the date of its receipt by the other party.

12. UNPREDICTABILITY: In the event of the occurrence of unpredictable events or those excluded by the forecasts accepted by the parties when concluding the Order and which have the effect of disrupting the political, administrative, economic or technical context, imposing an unfair burden on one of the parties in relation to fulfilling the Order, they shall:

13. - Consult each other in order to jointly find fair adjustments or possible changes to be made by mutual agreement to the conditions of fulfilment of the Order. For this purpose, the parties shall meet by any means within three (3) days of receipt by one party of notification from the other specifying the nature of the events and the consequences thereof on the situation of the notifying party. The parties undertake to negotiate in good faith in order to find a solution allowing the Order to continue on terms which relieve the Party which has been subjected to the burden, while ensuring the preservation of equivalent fulfilment to the benefit of the other party.

    - Should the negotiation fail, the parties may agree to terminate the Order.

14. INDEPENDENCE: By express agreement, these General Terms and Conditions do not include or correspond to any commitment, in particular in terms of quantity or regularity, by the Vendor with regard to the supply of its Products to the Customer, a condition that the Customer acknowledges.

15. Accordingly, these General Terms and Conditions shall not create any contractual relationship between the Vendor and the Customer other than the sale of the Products which are the subject-matter of the Order. The Customer therefore acknowledges that these General Terms and Conditions do not imply the existence or creation of a link of subordination, exclusivity, commercial agency or distribution of any kind, the Vendor retaining at all times complete freedom to supply any of the Customer’s competitors or to stop any sale to the Customer in the event of an exclusive commitment to the benefit of a third party.

    In this respect, the Customer may not avail itself of any acquired rights or any claim any loss in the event of a change to the Vendor’s terms of sale and/or distribution.

16. APPLICABLE LAW - DISPUTES: These General Terms and Conditions shall be governed for their validity, interpretation and their performance by French law, excluding the Vienna Convention on the International Sale of Goods. The language of this contract shall be the French language. In the absence of a mutual resolution, any disputes to which the sale may give rise, or which result from it, shall fall within the jurisdiction of the Commercial Court of the Vendor’s registered office, even in the event of an additional application or third-party proceedings against a guarantor.
17. PERSONAL DATA PROTECTION: Within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("General Data Protection Regulation" or "GDPR"), each party is independently responsible for its own processing and must assume its own responsibilities as regards compliance with the applicable regulations of its personal data collection, processing and transfer practices.

18. In this regard, each Party which communicates personal data to the other guarantees that they have been collected in a way which complies with the applicable regulations.

    The Customer therefore undertakes to inform the persons whose personal data it communicates to the Vendor that their data may be processed by the Vendor and, more generally, the contents of this Article.

    The Vendor may collect and process the Customer’s personal data (where the Customer is a natural person) and those of the members of its staff (including its representatives) for the purpose of monitoring the fulfilment of the Order and its consequences. The legal basis for this processing is the Vendor’s legitimate interest in ensuring the proper execution of the Order, or, where the Customer is a natural person, the need to fulfil his or her Order.

    In order to ensure the efficient processing and security of the personal data it processes, the Vendor may communicate them to processors, in particular for the purpose of IT management. In special circumstances, the Vendor may disclose such data to other third parties, in particular due to the law and/or a request by public authorities, in order to protect the Vendor’s rights or in the event of the Vendor’s restructuring or sale.

    The Vendor shall store the personal data communicated to it by the Customer on servers located in the European Union for the period needed to perform its obligations and to safeguard its rights and interests, taking into account, in particular, the applicable civil and criminal limitation periods, the recommendations of the CNIL, the applicable regulatory requirements and industry standards.

    In accordance with the statutory and regulatory provisions in force, natural persons whose personal data are processed by the Vendor as part of the Order have a right to make a request to the Vendor to access, correct and/or delete their personal data, to request a limitation of the processing of their personal data, to object to the processing of their personal data communicated by the Customer, the right to portability of their personal data and the right to give instructions regarding the retention, deletion and communication of personal data after his or her death.?

    To exercise any of these rights, a request must be made to the following postal address: FRANCE TEXTILE PRODUCTION – Z.I En Jacca – 4, Chemin de Naudinats – 31 770 Colomiers- France or by email at the following address :contact@north-ways.com.

    The data subjects also benefit from the right to file a complaint with the French national commission of information technology and freedoms (CNIL).

19. RESERVATION OF OWNERSHIP: The Products delivered by FRANCE TEXTILE PRODUCTION remain its property until payment in full of the price and of all present and future accounts receivable of FRANCE TEXTILE PRODUCTION held against the Customer. Accordingly, in the event of non-payment, the Vendor may retake possession of the Products. Until payment in full of the above sums, the Customer shall not pledge the Products sold or transfer them as surety. As long as the reservation of ownership remains, the sale, like any other operation involving making the Products of the sale available, requires the prior written approval of FRANCE TEXTILE PRODUCTION. During the term of validity of the reservation of ownership, the Products of the sale shall be insured by the Customer against fire, theft and burglary. The Customer shall take out civil liability and all-risks insurance, provided that the rights arising from the all-risks insurance cover the Vendor.
20. FAIR TRADING: The samples shall be invoiced to the Customer, which shall be required to pay the Vendor for them and therefore may not demand they are taken back. The customer undertakes to resell the items purchased only to the end consumer. In accordance with the legislation in force, the Customer shall refrain from any other sale or reproduction in any way of the models of the Products purchased or simply seen by it. It shall also refrain from communicating any information enabling or facilitating the reproduction of these models. Performing actions prohibited by the above provisions shall expose the Customer to legal proceedings for unfair competition.
21. NULLITY: Should a clause of these General Terms and Conditions prove to be null and void under a rule of law that has entered into force or a judicial decision that has become final, it shall be deemed to be unwritten, without this resulting in the Order becoming invalid or altering the validity of the other stipulations.