General terms and conditions of sale

1. GENERAL PROVISION

These General Terms and Conditions of Sale (the “GTC”) apply to sales of products (the “Products”) made to business customers (the “Customers”). Any order constitutes the Customer’s full and unconditional acceptance of the GTC, which shall prevail over any conflicting provisions appearing, in particular, on the Customer’s purchase orders or general terms and conditions of purchase, unless expressly waived in writing by the selling company. The contracting party is the entity identified on the offer, the order acknowledgment, and the invoice.

2. OFFERS – ACCEPTANCE OF ORDERS – CONFIRMATION

Offers are valid for THREE (3) months, unless a different duration is specified in the offer. If no order is placed within this period, the seller reserves the right to modify its offer. Orders become final only after written confirmation in the form of an acknowledgment of receipt. The contract consists of this acknowledgment of receipt and these General Terms and Conditions of Sale. Any modification or cancellation of an order after confirmation is subject to the prior written consent of the selling company and may result in the billing of costs already incurred. Any specific regulatory, industry-specific, or technical requirements must be communicated prior to placing an order and must be accepted in writing by the seller.

3. RETENTION OF TITLE

Ownership of the Products is transferred to the Customer only after full payment of the principal and ancillary charges. In the event of nonpayment, even partial, the selling company may exercise the rights attached to the retention of title and demand the return of the Products under the conditions provided by law, without prejudice to its other rights.

4. DELIVERIES – SHIPPING – DELIVERY TIMES

Delivery times are provided in good faith for informational purposes only, taking into account, in particular, supply, production, and transportation conditions. No delay shall give rise to a penalty, withholding of payment, or compensation, unless expressly agreed otherwise in writing. Delivery terms, the transfer of risk, costs, and formalities are governed by the Incoterm® 2020 specified on the order acknowledgment. In the absence of an expressly agreed Incoterm, delivery is deemed to have been made when the Products are made available at the selling company’s premises. The on-time delivery (OTD) rate is calculated from the date of availability. Any delay attributable to the carrier or to a delay in the Customer’s pickup of the Products is excluded from this metric. The Customer must file any claims regarding transportation with the carrier in accordance with legal procedures and time limits. After delivery, Products acknowledged as conforming to the delivery receipt shall not be returned or modified, unless otherwise agreed in writing. If the Customer fails to take delivery of the Products on the agreed date, the selling company may store them at its own expense and risk and invoice the corresponding costs. Partial deliveries are permitted unless otherwise agreed in writing.

5. PRICE – REVISION

Prices are quoted in euros, excluding taxes, based on the economic conditions in effect on the date of the offer and, unless otherwise specified, are ex-factory, excluding duties, taxes, special packaging, and transportation. In the event of a significant change, occurring after the offer is made, in the costs of raw materials, energy, transportation, taxes, customs duties, or exchange rates that affects the cost of goods, the selling company may propose a price adjustment prior to fulfillment or shipment of the affected portion. The VAT rules applicable to domestic, intra-Community, and export shipments are those in effect on the date of the transaction; the Customer shall provide the necessary documentation for any exemption.

6. PAYMENT TERMS

Payment for the Products is due within the time frame specified in the offer and the acknowledgment of receipt, without any discount. The seller may require cash or advance payment if circumstances indicate a risk of non-payment. Returns or claims do not authorize any unilateral withholding. Failure to pay an invoice by its due date shall render all outstanding balances immediately due and payable. Interest on late payments shall accrue automatically, without formal notice, at the most recent refinancing rate of the European Central Bank plus ten (10) percentage points, provided that such rate is not less than three times the annual statutory interest rate. A flat-rate compensation of 40 euros for collection costs is due, without prejudice to any additional justified compensation. Amounts recovered through litigation may also be subject to a 20% penalty clause, subject to the judge’s discretion.

7. COMPLIANCE – WARRANTY – RETURNS

Technical information, tolerances, and, where applicable, Safety Data Sheets are available from the seller and/or on its website. The Customer must comply with the conditions for storage, preservation, and use. The Customer is required to inspect the Products upon receipt and before any cutting, processing, assembly, incorporation, or use. Any use or processing of the Product after the detection of a potential defect constitutes acceptance of the quantities in question, unless there is a duly justified safety requirement. The tolerances for manufactured Products are those specified in the technical data sheets; for traded Products and raw materials, the manufacturer’s tolerances apply. Samples, color charts, renderings, prototypes, and laboratory data are for informational purposes only, unless validated in writing as a contractual reference. Variations inherent to textile materials and manufacturing processes—including variations in color, appearance, weight per unit area, width, thickness, flatness, winding, shrinkage, porosity, or mechanical properties—do not constitute non-conformity as long as they remain within the applicable tolerances.

The Products are warranted for ONE (1) year from the date of shipment against any defect in materials or workmanship and for compliance with the expressly accepted specifications. The Customer remains solely responsible for verifying that the Product is suitable for its intended use, application, industrial process, regulatory requirements, and the requirements of its finished product. Prior to any production run, the Customer must conduct the necessary tests, qualifications, validations, and inspections under actual operating conditions. For incorporated Products, the Customer must establish—in particular through traceability—that the defect originates from the supplied Product. No returns will be accepted without prior return authorization (RMA) and a return number. The Product must be returned within the timeframe specified by the selling company, properly protected, and, whenever possible, in its original packaging. Return shipping costs are the Customer’s responsibility unless non-conformity is acknowledged. For any acknowledged defect, the seller may choose between replacement, repair, credit, or refund, up to the purchase price of the Product in question. Unless otherwise agreed in writing in advance, the seller shall not bear the costs of sorting, inspection, disassembly, reprocessing, conversion, reinstallation, production line shutdown, recall, or any other intervention carried out at the Customer’s premises or those of the Customer’s own clients. As part of its policy to reduce waste and conserve resources, the seller may deliver Products containing one or more joints resulting from manufacturing, processing, or packaging procedures. Unless otherwise expressly agreed to in writing, the presence of these connections does not affect the Product’s compliance and shall not give rise to any refusal, claim, return, or request for compensation.

8. LIMITATION OF LIABILITY

Unless otherwise required by mandatory law, the selling company’s liability, for any cause whatsoever, is limited to direct and foreseeable damages resulting from a breach attributable to it. Under no circumstances shall it be held liable for indirect or consequential damages, including, but not limited to, operating losses, production losses, loss of output, loss of profits, loss of anticipated profits, loss of contracts, or commercial losses. Compensation due for a Product found to be defective is limited, at the seller’s discretion, to its replacement, repair, the issuance of a credit note, or a refund, up to the price (excluding tax) of the Product in question. These limitations do not apply where they are prohibited by mandatory legal provisions. This limitation also applies to indirect costs associated with the use or incorporation of the Products into a more complex system. Any contractual penalties owed by the Customer to its own customers remain the Customer’s sole responsibility.

9. FORCE MAJEURE

Neither Party shall be held liable for any delay or failure to perform resulting from an event of force majeure as defined in Article 1218 of the Civil Code. Such events may include, subject to meeting the legal conditions for force majeure: fire, natural disaster, pandemic, war, embargo, major cyberattack, major breakdown, supply disruption, transportation disruption, energy crisis, general strike, or a decision by the authorities. The affected obligations shall be suspended for the duration of the event. If the event continues for a period that makes it reasonably impossible to continue the contract, the Parties shall consult to determine the consequences.

10. INTELLECTUAL PROPERTY – PERSONAL DATA

The selling company remains the sole owner of its intellectual property rights and know-how relating, in particular, to the Products, plans, drawings, instructions, processes, and associated documents. No rights are transferred to the Customer unless agreed in writing. Personal data necessary for the business relationship is processed in accordance with the GDPR and applicable regulations for the purposes of order management, customer relationship management, and compliance with legal obligations. Data subjects may exercise their rights with the contracting company and file a complaint with the CNIL. Regulatory, environmental, or safety information provided by the selling company pertains to the Product as delivered and is based on the information available to it as of the delivery date. Unless otherwise specified in writing, any information regarding recyclability, recycled content, the origin of materials, the environmental footprint, or any other environmental characteristic is provided for informational purposes only and does not constitute a guarantee of the performance of the Customer’s finished product.

11. GOVERNING LAW – JURISDICTION

These General Terms and Conditions of Sale are governed by French law, excluding the Vienna Convention on the International Sale of Goods.

If an amicable settlement is not reached within thirty (30) days, any dispute relating to the formation, interpretation, performance, or termination of the contract shall fall within the exclusive jurisdiction of the competent courts of Lyon, including in cases involving multiple defendants or third-party claims, subject to applicable mandatory rules.