General terms and conditions of sale

MANUTEX (hereinafter the “Seller”) is a Société par Actions Simplifiée (simplified joint stock company) with its registered office at 7 Grande Rue, Saint-Chamond (42400), France, under number 704 500 933, and specialises in the manufacture and distribution of technical and narrow fabrics listed in its catalogue of standard products or specifically designed by it according to the client’s specifications (hereinafter the “Products”).

The purpose of these General Terms and Conditions (hereinafter “GTC”) is to organise sales of the Seller’s Products to its professional customers (hereinafter “Customers”).
The GTC apply solely to relations between MANUTEX and professional Clients established in France and abroad.

They replace and cancel our previous General Terms and Conditions of Sale bearing an earlier date of publication and will be replaced by any subsequent publication. In accordance with article L 441-6 of the French Commercial Code, which states that “The general terms and conditions of sale constitute the sole basis for commercial negotiation“, any general terms and conditions of purchase of the Customer, or any other document fulfilling this function, are not enforceable against the Seller.

Any changes to these Terms desired by the Customer must be requested in writing by the Customer prior to placing an order or accepting the quotation drawn up by the Seller, and must be accepted by the Seller in writing (in the order confirmation or in the quotation) in order to be binding on the Customer.

It is agreed that any issue of an order when the modification procedure described above has not been scrupulously followed to completion implies acceptance and application in full and without modification of the Seller’s GTC. The content of the contract binding MANUTEX to its clients is constituted by the present GTC, as well as by the particular conditions appearing in the order confirmation sent by the Vendor to the Client or in the quotation given by the Vendor to the Client for acceptance.

Applicable law – Language – Jurisdiction – Retention of title

The contract is subject to French law, to the exclusion of any other national law, and to the exclusion of any rules of French law the object or effect of which is to render another national law applicable. The language of these general terms and conditions of sale is French. It is agreed that for any dispute relating to the validity, interpretation, negotiation, conclusion, performance and/or termination of the contract, only the Courts of SAINT-ETIENNE shall have jurisdiction, even in the event of forced intervention or multiple defendants.
The Products delivered and invoiced to the Customer remain the property of the Vendor until full and unconditional payment has been received. Ownership will not be transferred until full and unconditional payment has been received. The risks (loss, theft, deterioration, etc.) relating to the Products sold under retention of title, as well as the obligation to repair any damage that the Products may cause to goods or persons, are nevertheless transferred to the Customer as soon as the Products are dispatched.

In the event of total or partial non-payment, the Vendor may inform the Customer by recorded delivery letter that it is coming without delay to take back or have taken back (by a bailiff, etc.) the unpaid Products, and will then reimburse the Customer for any partial payments received, after deduction of the costs incurred for the collection and recovery of the Products or their repair.
If it is impossible to recover a Product sold subject to retention of title by the date set by the Seller in its registered letter, the Seller may, without further formality, refer the matter to the competent court by way of application or summary proceedings. The Seller’s right of ownership is transferred to the Customer’s claim against a sub-purchaser, or to the subrogated insurance indemnity for the Product. If the Customer is the subject of insolvency proceedings, the Customer undertakes to inform the Vendor of this without delay by registered letter, inviting the Vendor to declare its claim (depreciation of the Products, etc.) and to claim the Products subject to retention of title within a period of three months following publication of the insolvency judgement, which will be indicated in the letter.

Product characteristics

Only the description of standard Products appearing in the Seller’s current commercial media (website, catalogues, product sheets, advertising, etc.) are binding on the Seller.

However, the technical characteristics of the Products (materials used, braiding techniques, weaving, colours, appearance, etc.) may change as a result of improvements or rationalisation in production, and changes in the regulations applicable to them, which the Customer accepts, waiving any claim in this respect.
In the case of products manufactured specifically for the Customer, only the characteristics set out in the specifications drawn up by the Seller and validated by the Customer are binding on the Seller.

Order and order confirmation – quotation

Orders for standard products are sent to us by telephone, fax, email or post. In order to be taken into account, the Customer’s order must include all the information we require (customer identity, description, quantities, etc.) and contain accurate information.

Orders must be for a minimum amount in euros that varies according to the products ordered. This amount will be indicated to the Customer on request. The Customer’s order is an offer to purchase and does not therefore form the contract, whatever the content of the parties’ previous exchanges.

The Vendor accepts the Customer’s order by means of an order confirmation sent within 2 working days of receipt of the Customer’s complete order. This order confirmation includes the general and specific conditions (designation, quantities, etc.) of sale..

The sales contract is formed by the order confirmation, unless it modifies elements of the Customer’s order, in which case it constitutes a counter-offer. The Customer has 2 working days to accept or refuse this counter-offer in writing (e-mail, letter, etc.).

This counter-offer is deemed to have been accepted by the Customer if it is not contested within 2 working days. Once the order has been confirmed, the Customer will no longer be able to cancel the order, except within the 2 working day period referred to above in the event of the Vendor modifying the Customer’s order.
Orders for specific products result in a definitive quotation being drawn up and submitted to the Customer for approval at the end of the negotiation process, which may involve exchanges of emails and letters, meetings, the drawing up of interim quotations offering the Customer various choices, who may refuse them all, the production of samples and the drawing up of specifications approved by the Customer.
This quotation includes the general and specific conditions of sale (designation, quantities, etc.). Acceptance of the quotation by the Customer forms the contract, unless elfe modifies elements of the quotation, in which case it constitutes a counter-offer subject to the agreement of the Vendor, who must then draw up a new quotation incorporating the Customer’s request for modification, if accepted; quotations returned crossed out by the Customer will not be accepted by the Vendor.
Once the quotation has been accepted by the Customer, an order confirmation containing the elements of the accepted quotation will be sent to the Customer by the Vendor.
In the event that the Vendor considers that an order for Products should be subject to derogations from the GTCS, the Vendor reserves the right, if it does not refuse the order, to make its acceptance of the order subject to the Customer’s acceptance of special conditions adapted to the situation, such as, in particular, the requirement of payment in full at the time of the order and before dispatch of the Products.

This applies in particular to orders from Customers who present an excessive financial risk or who have previously failed to pay. The excessive financial risk presented by the Customer may result from the Vendor’s credit insurance refusing to guarantee the Customer’s payment.

In the event that the Vendor applies specific conditions of sale in its order confirmation that deviate from the GTCS, the Customer may maintain or cancel its order in writing (email, letter, etc.) within a period of 2 working days from receipt of the order confirmation, and the contract will be formed at the end of this period of 2 working days in the event of silence kept by the Customer during this period.

Price conditions and payment methods

The prices of the Vendor’s standard products vary rapidly, so the Vendor invites Customers to
Customers to ask for the prices before each order. The applicable prices are those shown
on the Vendor’s price lists in force at the time the Customer’s order for standard products is received, and which are stated by the Vendor on its order confirmation sent to the Customer. For specific products, the applicable prices are those indicated on the Vendor’s quotations. They are expressed and payable in euros. They do not include tax or delivery charges. The VAT applied will be that in force at the time of invoicing for sales subject to VAT.
Unless otherwise agreed, payments shall be made in accordance with the following terms and conditions: – For Customers established and delivered in France, payment will be made a maximum of 60 days from the date of invoice, except in the case of a first purchase or a previous non-payment which would justify payment on order to the Seller’s liking, and unless otherwise agreed. Payment will be made by bank transfer or cheque at the Seller’s discretion.
For Customers established or delivered outside France, the Customer must pay by bank transfer, in full on receipt of the order confirmation, and at the latest before dispatch of the Products.
In accordance with Article L 441-6 of the French Commercial Code, in the event of non-payment of all or part of the price within the agreed period, late payment interest equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, will be payable by the Customer to the Seller. In this case, the rate applicable during the first half of the year in question is the rate in force at the beginning of January of the year in question. For the second half of the year in question, it is the rate in force on the third of July of the year in question. Late payment penalties are payable without the need for a reminder. Any professional who is late in making a payment is automatically liable to pay the creditor a flat-rate recovery fee of E40. Where the recovery costs incurred exceed the amount of this fixed indemnity, the creditor may request additional compensation, subject to justification.
In the event of non-payment of all or part of the price within the agreed period, the unpaid price will also be increased by 10% as a penalty clause..

Delivery – Deadlines – Risks

The delivery times for standard and specific products are indicated in the quotation or order confirmation accepted by the Customer and are indicative. The delivery times thus indicated may therefore be modified, in particular according to the supply times imposed on the Seller, or according to delays attributable to the Customer. Delays in delivery may not give rise to any penalty or compensation, nor be grounds for the cancellation or termination of your order, unless otherwise agreed in the quotation or order confirmation.
For Customers delivered in France, deliveries are made by the Vendor on behalf of the Customer, with carriage and insurance re-invoiced by the Vendor to the Customer. Deliveries are made by the carrier chosen by the Vendor, to the Customer’s address indicated in the order. Insurance is taken out by the Seller with the company of its choice. This will be the case unless there is an agreement between the parties for a Free delivery stipulated in the quotation or order confirmation.
With regard to customers established outside France, delivery is made in accordance with the EXW incoterm of the International Chamber of Commerce (2010 edition), unless otherwise agreed in the quotation or order confirmation.
Upon receipt, the Customer must check that the Products conform to the order, as well as any apparent manufacturing defects. If the Customer disputes the conformity of the Products delivered in relation to those in their order, or claims an apparent defect, they must notify the Vendor within 48 hours of receipt, by registered letter with acknowledgement of receipt. No claim of conformity may therefore be made after the expiry of this period. The Customer may request, at his or her discretion and provided that the Vendor recognises the grievance cited by the Customer, either reimbursement or replacement. The Customer must provide any supporting documents and information requested by the Vendor. The Customer accepts a tolerance of plus or minus 10% on the dimensions and quantities (in metres, weights or units) of the Products delivered in relation to the contract.
When delivery is organised by the Vendor on behalf of the Customer, the Products are insured against loss and damage. The Customer shall check the packages in the presence of the carrier. In accordance with article L 133-3 of the French Commercial Code, “receipt of the goods extinguishes any action against the carrier for loss or partial damage if, within three days, not including public holidays, following receipt, the consignee has not notified the carrier, by extrajudicial act or by registered letter, of his justified protest“. In the event of damage or loss during transport, the Customer must express his reservations, with as much justification as possible, on the carrier’s delivery note or, failing this, within 3 days of receipt, by registered letter with acknowledgement of receipt or by bailiff’s deed. If the carrier disputes the reservations made by the Customer on the delivery note, they must be repeated by registered letter with acknowledgement of receipt. The Customer shall immediately inform the Vendor of these reservations. The Customer will deal with his complaint with the carrier, and to this end the Vendor will provide him with all the documents and information in his possession.
Products are invoiced at the same time as they are delivered. A pro forma invoice may be requested, particularly in the case of exports.

Contractual guarantee – Liability

The Customer does not benefit from any contractual guarantee granted by the Seller. The Customer benefits from the contractual warranties of the manufacturers of the Products. They also benefit from the legal guarantees subject to the following.

With regard to liability for defective products, the Seller may not be held liable for damage caused to goods which are not used by the victim primarily for his own private use or consumption (article 1245-14 of the Civil Code). It is agreed that the Vendor shall not be liable to the Customer for the legal guarantee against hidden defects, under any circumstances, and a fortiori if the Customer was not aware of them (article 1643 of the Civil Code).

The Seller is bound by an obligation of means, except where legislation imposes an obligation of result. The amount of the sums owed by the Seller in the event that it is held liable may not in any event exceed the sale price of the defective Product.

In any event, the Customer is subrogated to the rights and actions of the Seller with regard to the latter’s suppliers in respect of defaulting Products, and undertakes to act solely against these suppliers if it is their fault that has caused damage to the Customer.

Force majeure

Unforeseeable events beyond the control of the parties, including strikes, bad weather, frost, fire, storms, floods, epidemics, and supply or transport difficulties, are considered to be cases of force majeure, exonerating the parties from any liability. The interested party will notify the other party in writing, in particular by fax or email, of the occurrence of these events, the contract binding the parties then being suspended ipso jure without compensation, from the date of occurrence of the event. If the event lasts for more than 30 days from the date of its occurrence, the sales contract concluded by our company and its Customer may be terminated by the most diligent party, without either party being entitled to claim damages. This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.

Intellectual property – Reproduction by third parties

The Products delivered by the Vendor to the Customer may be protected by intellectual property rights (copyright, designs and models, etc.). Unless expressly stipulated otherwise, the Vendor does not transfer to Customers any intellectual property rights (in particular, no copyright) over its Products by the mere fact of their sale, even in the case of Products specifically created by the Vendor for the Customer.
The Client shall refrain in all cases, unless otherwise agreed in advance and in writing by the Seller, from asking a third party to manufacture for it Products identical or similar to those delivered to it by MANUTEX by way of samples or within the framework of commercial supply relationships.