Terms

General Terms of Sale applicable to orders from TS TEXTURE & DESIGN SARL.

PREAMBLE

From January 1st, 2016, these General Terms of Sale shall apply to all orders received from Customers for worldwide delivery.

These General Terms of Sale supersede all prior General Terms of Sale in all respects.

TS TEXTURE & DESIGN SARL designs, creates and offers for sale a number of original designs for fabrics or textiles, carpets and finished products such as cushions, throws, place mats and bag designs (hereinafter referred to as the “Products”).

TS TEXTURE & DESIGN SARL

A company with a capital of 5,000€
Whose registered office is located at 4 rue de la Fraternité, 38160 Saint Marcellin, FRANCE
Registered with the Greffe du Tribunal de Commerce de Grenoble, under Siret number 817916497 00032
Telephone: +33 9 67 30 68 08
E-mail: info@toyinesellers.com
VAT:FR 61817916497
Website: https://toyinesellers.com

1. PURPOSE: SCOPE OF THESE GENERAL TERMS OF SALE

These General Terms of Sale sets forth the conditions of sale applicable to the Products TS TEXTURE & DESIGN SARL offers for sale to Customers, as well as the Parties’ rights and obligations associated with the sale of Products offered by TS TEXTURE & DESIGN SARL.

These General Terms of Sale are made available to Customers on the website: https://toyinesellers.com and may also be transmitted to Customers upon request by phone, e mail or mail.

Acceptance of the quotation by the Customer shall constitute unconditional acceptance of these General Terms of Sale by the Customer.

TS TEXTURE & DESIGN SARL reserves the right to modify these General Terms of Sale at any time. Should any change be made to the General Terms of Sale, the General Terms of Sale that are in force on the date the initial 50% deposit for the order was received, shall apply.

The General Terms of Sale are applicable to all sales realised, upon acceptance of the quotation by the Customer.

2. PRODUCTS

2.1. Description of the Products

TS TEXTURE & DESIGN SARL proposes fabrics or textiles, carpets and finished products such as cushions, throws, place mats and bag designs, these being the original creations of the

TS TEXTURE & DESIGN SARL. These fabrics or textiles, carpets and finished products such as cushions, throws, place mats and bag designs, original creations of the TS TEXTURE & DESIGN SARL are shown on their website https://toyinesellers.com on the day the customer visits the site and are also those proposed by TS TEXTURE & DESIGN SARL by e-mail, mail or during customer meetings. TS TEXTURE & DESIGN SARL reserves the right to remove any Products from sale at any time.

TS TEXTURE & DESIGN SARL stands by the quality of its work.

2.2 Non-exclusive Sales

The Products of TS TEXTURE & DESIGN SARL are not sold to the Customer on an exclusive basis, unless such condition is specified expressly and in writing by TS TEXTURE & DESIGN SARL on the initial quotation or the invoice for the applicable Product.

2.3 Non-contractual Photographs and Samples

TS TEXTURE & DESIGN SARL takes utmost care in the presentation of the Products on its website https://toyinesellers.com, as required under Article L.111-1 of the French Consumer Code. However, the photographs illustrating the Products are shown for reference only and do not fall within the contractual scope of the offer.

All efforts are made to ensure that the colours and hues of the Products, whose photos are shown on the website, accurately represent the original Products, but variations are possible, owing in particular to the technical colour rendering limitation of computer systems. Also, the colours and hues of the fabric and textile samples, as transmitted to the customer by whatever means, may also vary in colours, depending on availability. Consequently, TS TEXTURE & DESIGN SARL shall not be held liable for any variations, errors or incorrectness’s of the photographs, graphic representations of product or samples shown on the website, via email, in a photograph, or presented at a meeting.

2.4 Orders

Any order is initially set forth in a detailed quotation by TS TEXTURE & DESIGN SARL, in compliance with the provisions of Article L212-18 of the French Consumer Code. Payment by the Customer to TS TEXTURE & DESIGN SARL of the agreed initial deposit, as referred to on the quotation, shall constitute acceptance of the said quotation and these General Terms of Sale.
Any quotation shall be valid for a period of 30 days.

2.5 Changes to Orders

TS TEXTURE & DESIGN SARL must be notified in writing of any changes made to an order by the Customer prior to commencement of production on such order, otherwise such changes shall not be taken into account. The burden of proof concerning the date of the change request shall be on the Customer.
Any additional requests, modification or corrections to an order once approved shall require a new quotation or a revision of the original quotation. In all cases, the Customer shall be responsible for payment of the amounts set forth in the original quotation or as otherwise agreed by the parties.

2.6 Product Manufacturing Lead-times

All orders of fabrics or textiles, carpets and finished products such as cushions, throws, place mats and bag designs shall be completed by TS TEXTURE & DESIGN SARL within approximately 6 to 10 weeks from receipt of deposit and approval of sample (when required), unless otherwise set forth on the quotation and will be reconfirmed on receipt of the deposit on the proforma invoice, subject to TS TEXTURE & DESIGN SARL’s workload. The Customer may wish to contact TS TEXTURE & DESIGN SARL for more information on lead-times.

3. FINANCIAL CONDITIONS

3.1 Prices

The price of the Products shall be set forth in the quotation, duly accepted by the Customer.

All such prices are exclusive of tax and do not include delivery charges or customs duties, as applicable, which shall be borne by the Customer, unless otherwise agreed between the parties. TS TEXTURE & DESIGN SARL may give an indication the amount of the delivery charges upon request. In some instances TS TEXTURE & DESIGN SARL may agree to bear the cost of the delivery charges and customs duties, subject to reimbursement by the Customer within a maximum period of 30 days, starting from the date of notification of such charges to the Customer.

An initial deposit of 50% of the total amount of the order shall be paid to TS TEXTURE & DESIGN SARL upon acceptance of the quotation and issuance of the order. The Customer shall be responsible for payment of the amounts set forth in the quotation.

The remaining 50% shall be paid once the Product has been completed and TS TEXTURE & DESIGN SARL have issued notification of completion to the Customers, and before final delivery.

Payment shall be made by bank transfer or credit card only.

No initial deposit shall be refunded. TS TEXTURE & DESIGN SARL shall not commence production on an order until the initial deposit has been effectively received.

4. DELIVERY

Any Products ordered by the Customer under these General Terms of Sale shall be delivered to the delivery address specified by the Customer on the purchase order, unless otherwise indicated in writing by the customer afterwards.
The lead times mentioned on the quotation, are jointly established between TS TEXTURE & DESIGN SARL and the Customer but are given for reference only. Consequently, TS TEXTURE & DESIGN SARL undertakes to notify the Customer of any foreseeable delay, it being understood, that any late delivery shall not give rise to any damages, deductions or cancellations in respect of the orders.

5. RETENTION OF TITLE

Any Products ordered or purchased shall remain the sole property of TS TEXTURE & DESIGN SARL until payment is received in full by TS TEXTURE & DESIGN SARL. However, all risks (including, without limitation the risks of loss, theft or damage) associated with the products shall shift to the Customer on the dates the goods leave or ship from the atelier.

In case of failure by the Customer to comply with the payment conditions set out in Clause 6, TS TEXTURE & DESIGN SARL shall be entitled to freely dispose of the applicable Products.

6. NON-PAYMENT

TS TEXTURE & DESIGN SARL shall not in any case return any initial deposits to Customers, including in the event of Force Majeure.
In case of non-payment of the remaining 50% of the balance due, and following notification of completion of the applicable Product by TS TEXTURE & DESIGN SARL shall first send 3 (three) reminders to the Customer within 2 (two) months.
After the third reminder, if the Customer has failed to make final payment, TS TEXTURE & DESIGN SARL shall be entitled to keep the initial deposit, as well as title to the applicable Product and TS TEXTURE & DESIGN SARL shall be entitled to freely dispose of such Product.

Any failure on the part of the Customer to pay the total price or part of the price will incur late payment penalties, to be calculated on all amounts due. The applicable legal interest rate shall be equal to three times the legal interest rate. Late payment penalties shall be due, without reminder, the day before the date written on the invoice in case the payment occurs after this date.

The Customer agrees to pay or reimburse all delivery charges or customs duties, paid in advance by TS TEXTURE & DESIGN SARL, upon notification of the amount of such delivery charges or customs duties by TS TEXTURE & DESIGN SARL, within a maximum period of 30 days, starting from the invoicing date of such charges or duties. Any failure on the part of the Customer to pay or refund delivery charges or customs duties may incur late payment penalties, to be calculated according to all amounts due. The applicable legal interest rate shall be equal to three times the legal interest rate. Late payment penalties shall be due upon expiration of the abovementioned 30-day period, without any reminder having to be delivered.

7. CONFIDENTIALITY

TS TEXTURE & DESIGN SARL and the Customer agree to keep as strictly confidential any and all information whatsoever they may become aware of during their collaboration or otherwise and that is not available to the general public. This confidentiality obligation shall apply both during the period of collaboration between the parties and after delivery of the Product.

8. CUSTOMER’S OBLIGATIONS

The Customer agrees not to use in any way any images, photos, samples sketches, drafts or creations or any part thereof, made by TS TEXTURE & DESIGN SARL and recognizes that the intellectual property rights associated with the creations are the sole property of TS TEXTURE & DESIGN SARL.

9. RIGHTS AND OBLIGATIONS OF ATELIERS OF TEXTURE & DESIGN

9.1 TS TEXTURE & DESIGN SARL may without limitation in time use, reproduce and represent the the Products ordered by the Customer as commercial reference materials in marketing its Products, and particularly on its website, which the Customer accepts expressly.

9.2 When creating the work, TS TEXTURE & DESIGN SARL undertakes within the limits of its knowledge as a professional entity skilled in the art specific to its Products not to reproduce any protected prior art form. Therefore the creation shall be deemed an original creation.

TS TEXTURE & DESIGN SARL guarantees that it is and will be the author of the creations, or the sole holder of all the intellectual property rights associated with the creations from third parties, and particularly its employees or subcontractors. In this respect, TS TEXTURE & DESIGN SARL guarantees that (i) it has not assigned any intellectual property rights or any part thereof to any third parties, (ii) it has caused its employees and subcontractors to assign to TS TEXTURE & DESIGN SARL all intellectual property rights they hold or may hold or may claim to hold on the creations or any part thereof (iii) if the creations or any part thereof are derivative works, these creation will comply with the intellectual property rights of the author of the initial work.

However, TS TEXTURE & DESIGN SARL may not guarantee that there is no other work, image, trademark, drawing or design, and more generally no other signs or forms that are identical or similar to the creations, as TS TEXTURE & DESIGN SARL has not made any prior art search.

9.3 TS TEXTURE & DESIGN SARL undertakes to perform its services in accordance with the artistic and technical rules in use in its trade. In this respect TS TEXTURE & DESIGN SARL has an obligation of due care.

Only the Customer is responsible for the conformity of the creations and their use and circulation with the regulations, as applicable to its field of activity. TS TEXTURE & DESIGN SARL may not in any case be held liable for any failure to comply with such regulations.

10. FORCE MAJEURE

TS TEXTURE & DESIGN SARL may not be held liable for any failure to fulfil the whole or part of its obligations if such failure is caused by an act of God or by any force majeure event, including without limitation a flood, fire, storm, lack of raw materials, transport strike, total or partial strike, or lock-out. These events shall be cause for suspension and/or extinction of the obligations of TS TEXTURE & DESIGN SARL vis-à-vis the Customer, without the Customer being entitled to any damages.

11. INTELLECTUAL PROPERTY

All intellectual property rights associated with the Products are and shall remain the sole property of TS TEXTURE & DESIGN SARL. All operating rights are vested exclusively with TS TEXTURE & DESIGN SARL. Accordingly, the intellectual property rights may not be reproduced, licensed, distributed or used on whatever grounds, even in part, without the prior written approval of TS TEXTURE & DESIGN SARL. All trademarks and logos of TS TEXTURE & DESIGN SARL are registered trademarks. Any reproduction of same shall constitute an infringement.

12. APPLICABLE LAW – SETTLEMENT OF DISPUTES

These General Terms of Sales and the contractual relation between TS TEXTURE & DESIGN SARL and the Customer shall be governed by French law. Failing any amicable arrangement, any dispute arising in connection with the implementation or construction of these General Terms of Sale shall be referred to the sole jurisdiction of the courts of Paris, even in case of a plurality of defendants or the introduction of third parties.

13. NON-WAIVER

Any abstention by either Party to exercise its rights in respect of the other Party’s failure to fulfil any of its obligations under these General Terms of Sale shall not operate as a waiver of the obligation concerned.