Article 1: Acceptance and Applicability of Standard Terms Of Sale
1.1: These Standard Terms of Sale shall govern all the sale contracts between TEXYS INTERNATIONAL and its customers unless otherwise provided in writing.
1.2: The placing of an order shall entail the full, irrevocable and unqualified acceptance by the Buyer of these Standard Terms of Sale.
1.3: These Standard Terms of Sale shall prevail over any other conflicting terms of the Buyer, including if these feature on a document signed subsequently by an employee of TEXYS INTERNATIONAL.
Article 2: Confidentiality and Intellectual Property
2.1: All preliminary studies, drawings and technical documents given or sent by TEXYS INTERNATIONAL shall remain its property and may therefore not be reproduced, used or disclosed to third parties by the Buyer without prior written permission on pain of damages.
2.2: Unless expressly permitted in writing by TEXYS INTERNATIONAL, the Buyer agrees not to modify, remove or conceal the trademarks of TEXYS INTERNATIONAL affixed on the equipment and not to make any alterations to the same.
2.3: The Buyer agrees to abide by the intellectual property and patent rights of TEXYS INTERNATIONAL.
2.4: The Buyer shall not disclose any technical and financial information likely to further the interests of a company competing with TEXYS INTERNATIONAL or to harm TEXYS INTERNATIONAL, even indirectly.
2.5: The Buyer agrees not to transmit any confidential document from TEXYS INTERNATIONAL. The Buyer agrees not to give third parties any document, drawing, calculation data, written material and generally any document or information that may be given to it for the performance hereof and not to use such material for other operations.
2.6: The Buyer agrees to immediately inform TEXYS INTERNATIONAL of any unlawful behaviour such as infringements or attempted infringements.
2.7: The Buyer agrees that it shall ensure compliance with articles 2.1 to 2.6 above by its agents, employees and management..., it being specified that the confidentiality obligations and the protection of the intellectual property rights of TEXYS INTERNATIONAL shall not be limited in time and any non fulfilment thereof shall particularly make the Buyer liable to damages.
2.8: TEXYS INTERNATIONAL has made the declaration of his file containing personal data with the CNIL (Commission Nationale Informatique et Libertés).
2.9: The Buyer has a right of access, modification, rectification and opposition with regard to information concerning him.
2.10: The Buyer can ask more information at www.nom.de.domaine.com/contact.
Article 3: Formation of the Agreement and Specific Terms
3.1: Any order from the Buyer shall be on the website and shall only be considered to be accepted by TEXYS INTERNATIONAL after written confirmation by email from TEXYS INTERNATIONAL.
3.2: Once an order is accepted, it may only be modified or cancelled by the Buyer with the prior express consent of TEXYS INTERNATIONAL.
3.3: The benefit of an order shall be personal to the Buyer and may not be transferred without the consent of TEXYS INTERNATIONAL.
Article 4: Delivery – Transport – Installation
4.1: Delivery shall take place when the products are made available in the website of TEXYS INTERNATIONAL (in France or United States); regardless of the modality of transport used (the carrier is designated by TEXYS INTERNATIONAL). A release notice shall be sent to the Buyer.
4.2: In order to protect its rights vis-à-vis carriers, the Buyer shall in all circumstances record any damage or missing part on the transport documents (delivery slip, consignment note...) and confirm the same to the carrier by recorded delivery with acknowledgement of receipt within no more than 48 hours of the date on which the carrier has handed over the products. The Buyer agrees to send TEXYS INTERNATIONAL a copy of the letter sent by recorded delivery and the delivery form at the same time.
4.3: The Buyer agrees that it will cause the equipment to be installed in accordance with good workmanship rules, by a person (employee or outside party) who is competent and trained specifically in the equipment.
Article 5: Delivery Schedules
5.1: Delivery shall only take place after the Buyer has fulfilled its obligations towards TEXYS INTERNATIONAL.
5.2: Any schedule overrun or delay could justify the cancellation of the order by the Buyer if the delay is not respected (maximum 30 days after the confirmation of the order by TEXYS INTERNATIONAL).
Article 6: Transfer of Title and Risks
6.1: TEXYS INTERNATIONAL shall retain the title to the goods sold till the principal, interest and any other costs relating to the price are collected effectively in full.
6.2: Any failure to make a payment when it becomes due shall entitled TEXYS INTERNATIONAL at its option to either initiate collection proceedings or demand the return of the products and the resolution of the agreement, three days after the sending of notice by recorded delivery with acknowledgement of receipt.
6.3: The Buyer shall install, retain, maintain and use the equipment at its own cost and risk.
6.4: Up to the transfer of title to the Buyer, the Buyer shall ensure that the equipment and the identification codes affixed on the equipment by the vendor are retained correctly in accordance with the indications on the sale documents.
6.5: The Buyer may not sell, rent or move the goods sold out of the installation premises without the express permission of the Vendor before the price in full is collected by TEXYS INTERNATIONAL. The Buyer may not further modify or transform the products, pawn them, pledge them or use them as security or collateral before their price is paid in full.
Article 7: Price
7.1: The price and information provided in catalogues, leaflets and price lists are stated for guidance only. TEXYS INTERNATIONAL reserves the right to make any changes, particularly in respect of the arrangement, shape, size or material of the equipment, hardware or software described in its material.
7.2: Unless otherwise provided in the quotations and orders and expressly agreed by TEXYS INTERNATIONAL, the prices applied shall be those in the catalogue of the website applicable at the time the order is placed. The catalogue prices may be revised at any time by TEXYS INTERNATIONAL.
7.3: The prices are excluding taxes with features depending on delivery location. In no event shall the prices include the installation of the equipment.
7.4: The Buyer agrees to pay any customs duties that may be due. He has to “Confirm” first and “Accept” after (double click system).
7.5: For any promotion or special offer, start and finish time will be base on Paris GMT+1 time.
7.6: When the promotion « free shipping » is valid, the delivery option is the standard one.
Article 8: Terms of Payment
8.1: The price shall be paid, with reduction possibility (discount code), according to the modalities below: sales are paid cash.
8.2: The Buyer agrees to immediately inform TEXYS INTERNATIONAL in writing of any financial difficulties, suspension of payments, protection procedures, receivership or any other situation that calls into question the sustainability of the company.
8.3: Payment is made by credit card (Visa and MasterCard) and PayPal.
8.4: The buyer needs to create an account on the website to buy products.
Article 9: Payment Delay and Default
9.1: The failure to pay an order when it becomes due shall make all the amounts due for that order or other orders that have been delivered or are being delivered payable immediately upon notice by TEXYS INTERNATIONAL.
9.2: In the event of the sale, pledge or transfer of any part of the business or the equipment of the Buyer, the amounts due shall become immediately payable regardless of the terms of payment agreed earlier.
9.3: Until the final payment, TEXYS INTERNATIONAL keeps his property on the products.
Article 10: Guarantee
10.1: The products and equipment of TEXYS INTERNATIONAL are sold with a guarantee covering manufacturing defects for a twelve-month period from the date of delivery.
10.2: That guarantee covers parts and labour, to the exclusion of travel costs, transport costs, insurance and generally any compensation for any harm of any nature.
10.3: TEXYS INTERNATIONAL shall at its option replace or repair any defective parts, which shall be sent to it by the Buyer at its own cost and risk.
10.4: Any work on the product and equipment sold by TEXYS INTERNATIONAL shall require prior permission. Any work by persons not authorised by TEXYS INTERNATIONAL shall automatically void the guarantee.
10.5: No guarantee shall cover incidents relating to contingencies or force majeure circumstances or incidents resulting from normal wear and tear, negligence, failure to monitor or maintain the equipment or improper use thereof.
Article 11: Conformity - Receipt – Complaints – Returns
11.1: The number and condition of the products shall be imperatively verified upon delivery.
11.2: Any exceptions or complaints relating to parts missing and/or damaged during the transport of products shall be reported on the delivery slip and confirmed in writing to the carrier within 48 hours, with a copy on the same day to TEXYS INTERNATIONAL, along with a copy of the relevant delivery slip, on pain of foreclosure vis-à-vis TEXYS INTERNATIONAL.
11.3: Any exception or complaint about the conformity of products shall be indicated on the delivery slip and confirmed in writing with acknowledgement of receipt supplied to TEXYS INTERNATIONAL within five days. The Buyer shall prove the existence of faults or anomalies relating to the products. Failing compliance with these terms, the products shall be deemed to be conforming and TEXYS INTERNATIONAL shall not be liable in any way.
11.4: No return of goods shall be accepted without written permission from TEXYS INTERNATIONAL.
11.5: The introduction of any complaint for any reason, including if it is made within the required time, shall not entitle the Buyer to delay the payment of an amount that is due.
Article 12: Resolution
12.1: In addition to the situations expressly covered and governed by the other provisions of these Standard Terms of Sale, the agreement may be resolved by TEXYS INTERNATIONAL if the Buyer fails to fulfil its obligations, without prejudice to any damages TEXYS INTERNATIONAL may be entitled to claim.
12.2: Resolution shall take place 8 days after the sending by TEXYS INTERNATIONAL of notice by recorded delivery with acknowledgement of receipt if the Buyer fails to remedy its default.
Article 13: Inspection of the End Destination
13.1: The Buyer shall inform TEXYS INTERNATIONAL of the end destination of the products covered by the order.
13.2: TEXYS INTERNATIONAL may refuse the order if it believes that the end destination of its installations and products could be harmful to its image.
Article 14: Liability
14.1: In no event shall TEXYS INTERNATIONAL be held liable for damages relating to:
- nonconformity of the environment of the Buyer of the equipment
- designs imposed by the Buyer
- problems connecting to any equipment or device not supplied by TEXYS INTERNATIONAL
- operating of the Buyer’s computer system, particularly data backup
- anomalies, faults or other difficulties from products, parts, materials or others not supplied by TEXYS INTERNATIONAL
- improper use or improper operating of the products sold
- modifications, additions, transformation, removal, repairs servicing, work or maintenance by third parties who do not have the prior approval of TEXYS INTERNATIONAL
- use that is not as provided in the documents of TEXYS INTERNATIONAL
- use of the equipment that is not conforming, particularly operations that were not planned initially or the use of parts or elements that were not provided
- use by unqualified or inexperienced personnel
- storage in abnormal conditions or conditions incompatible with the nature of the products
- the need to replace consumable supplies or wearing parts
14.2: In no event shall TEXYS INTERNATIONAL be held liable for any indirect or consequential damage (particularly loss of revenue, profit shortfalls, loss of opportunity, loss of orders, harm to the image, commercial harm, operating harm etc.) sustained by the Buyer. The Buyer and its insurers shall indemnify TEXYS INTERNATIONAL and its insurers from any action based on such damage.
14.3: The liability of TEXYS INTERNATIONAL shall be limited in any event to the upper limit provided in its third party liability insurance. The Buyer and its insurers waive any remedies against TEXYS INTERNATIONAL and its insurers beyond that amount.
Article 15: Jurisdiction and Applicable Law
15.1: Before any legal action, the parties agree to negotiate to resolve the dispute amicably.
15.2: All the legal documents arising from the Buyer’s order, including in particular these Standard Terms of Sale and any specific terms, shall be governed exclusively by the laws of France, regardless of the country of destination. Any disputes arising out of the interpretation or performance hereof shall be submitted exclusively to the French court with jurisdiction over the registered office of TEXYS INTERNATIONAL.