Terms and conditions

GENERAL CONDITIONS OF SALE (PROFESSIONAL BUYERS OR NOT).

ARTICLE 1 • CHAMP D'APPLICATION

The purpose of these general conditions is to set the conditions applicable to commercial relations established directly between SA TEXARDENT whose head office is located at 248 Rue de Huy, 4300 WAREMME (BELGIUM), and registered with the Carrefour Bank for Companies under number 0896.882.685 (hereinafter “TEXARDENT”) on the one hand, and private buyers or
professionals (hereinafter “the Buyer”) on the other hand.
The buyer is defined as being the legal or natural person, acting in a professional capacity or not, and indicating their agreement to the offer contained in the price quote, issued by TEXARDENT.
These general conditions of sale are applicable to any order placed by the Buyer with TEXARDENT and to all sales contracts binding them, including all ancillary services. Also, acceptance of orders or a contract constitutes, on the part of the Buyer, unreserved acceptance of all these general conditions. These are applicable regardless of the order method (computer link, e-mail, fax, mail, etc.) and even if the order form does not contain these general conditions. Unless otherwise indicated, the parties recognize that the obligations arising from the agreement relating to these conditions arise and/or are mainly executed at the place of the head office of TEXARDENT, the head office of one or more of
its subsidiaries or one of its warehouses.
The general conditions may be subject to unilateral adaptations by TEXARDENT. These adapted general conditions will be automatically applicable to contractual relations between parties in the absence of written dispute from the Buyer within 48 hours of communication of the new conditions, whether by mail, fax, email, referral to the website address.
The Buyer therefore expressly waives any clauses or conditions other, different or contrary to these, whatever the wording of its own clauses or conditions in this regard, unless TEXARDENT has consented thereto, in which concerns it, in advance and in writing.
Any subsequent order, oral, telephone, computer, fax, or any other means is and remains governed exclusively by the general conditions of purchase of TEXARDENT, even if the documents or invoices issued
by the Buyer on this occasion would include mention of any general conditions.
In the event of refusal to apply these general conditions to an order or contract, TEXARDENT is in
right to suspend any order until agreement on the applicable conditions.

ARTICLE 2 - NEW BUYER - ACCOUNT OPENING

Any new Buyer must request the opening of a customer account. To this end, the Buyer will provide TEXARDENT with the administrative account opening form.
TEXARDENT reserves the final decision to open or refuse the account after examination of the documents and possible advice from a credit insurance company.
All customer accounts will be granted a maximum financial outstanding, including when sales are in cash.
This outstanding amount may be revised at any time by TEXARDENT under the conditions provided for in article 7.5 hereof.

ARTICLE 3 - ORDERS

Offers are valid while stocks last.
TEXARDENT is only bound by orders taken by its representatives or employees after having expressly accepted them. Any modification or resolution of the order requested by the Buyer can only be taken into consideration if it is received, in writing, within 15 calendar days of the order date. Any modification may result in a
modification of the total agreed between the parties and an extension of delivery times.
In the event of termination of the contract, except in the case of serious and intentional misconduct by TEXARDENT, all payment(s) executed by the Buyer is/are definitively acquired by TEXARDENT. The balance must be paid by the Buyer, but will however be reduced by the costs and expenses anticipated but not actually incurred, according to a reasonable assessment by TEXARDENT, without prejudice to possible damages if the amount of the damage actually suffered by TEXARDENT is turns out to be more important. In the event of abusive cancellation of an order or without valid reason approved by TEXARDENT, the buyer may be asked for 30% of the amount of this canceled order as storage costs and risk of unsold goods.

ARTICLE 4 • PRICE

The products are supplied in accordance with the prices in force at the time of placing the order, it being understood that the sales price indicated in the price quote is subject to modification until acceptance by the buyer which makes it final, except in cases of force majeure.
Unless otherwise stipulated, prices are expressed in Euros, excluding VAT, excluding customs duties (outside the EU) and excluding shipping costs.
Prices do not include pallets, packaging and other incidental costs. The conditions for taking back pallets and packaging will be determined by special agreement.

ARTICLE 5 • BILLING AND PAYMENT TERMS

Payments are made in accordance with the terms and deadlines agreed upon when the customer account was opened (unless otherwise stipulated on the order form).
In the absence of indication, invoices issued by TEXARDENT are payable in euros, in cash and without discount, all at the head office of TEXARDENT or on its bank account.
The financial outstanding amount granted by TEXARDENT may be revised at any time if a new element of appreciation is brought to the attention of TEXARDENT or in the event of a payment incident.
In the event of non-compliance by the Buyer with a single payment deadline, for whatever reason, all subsequent payments will be made, at the latest, when the next order is placed by the Buyer. In addition, TEXARDENT reserves, in this case, the right to suspend the execution of other orders in progress until complete
settlement of amounts due.
TEXARDENT reserves the right, in the event of late or non-payment, to immediately suspend orders and deliveries in progress and to consider all orders owed to TEXARDENT as immediately due, without prejudice to any other course of action.
Any sum not paid on the due date will automatically and without prior notice, in addition to the capital amount due to TEXARDENT, give rise to default interest at the rate of 1% per month (any month started being due
in its entirety), as well as a lump sum compensation of a total amount of 15% of the principal amount of the order excluding VAT with a minimum amount of €175.
Any complaint relating to the invoice must be notified to TEXARDENT at the latest within eight days of receipt, failing which it will not be taken into account.
In the same way, and to meet the requirements of article 78 of the law relating to market practices and consumer protection, in the event that a delay is attributed to the fault of TEXARDENT, and provided that the 'A buyer acting for non-professional purposes has sent the latter, by registered letter, a formal notice recalling this condition and this formal notice has remained without effect for eight days, TEXARDENT would be liable, as lump sum compensation. , of a sum equal to 15% of the agreed price excluding tax, with a minimum of €175. In the event of legal recovery of any invoice, the buyer will also be liable for reasonable costs of
recovery, such as legal fees and internal management costs which would exceed the amount of this fixed compensation.
In the event of non-payment, seven days after formal notice remains unsuccessful, TEXARDENT may, if it sees fit, inform the Buyer by registered letter with acknowledgment of receipt, of the resolution of the sale.
The Buyer must then return the products in new condition within eight days following notification by TEXARDENT, under penalty of a conventional penalty of five hundred euros (€500) per day of delay.
The resolution will affect not only the order in question but also all previous unpaid orders whether delivered or in the process of being delivered and whether their payment is due or not.
The Buyer must reimburse all costs incurred by the contentious recovery of the sums due, including the legal officer's fees. Furthermore, all deposits paid by the Buyer will remain acquired by TEXARDENT as damages and interest.

ARTICLE 6 - DELIVERY TIMES

The Buyer bears the transport and risks relating to the products as soon as they take possession and, failing that, as soon as they are made available to the Buyer on the premises of TEXARDENT.
In the event that the Buyer designates another delivery location, the collection and, where applicable, the storage of the products will be carried out at its risk and expense.
Whatever the nature of the purchase, delivery times are given as accurately as possible by TEXARDENT; They only have an indicative value and are in no way contractual.
Exceeding delivery times cannot give rise to damages or deductions.
TEXARDENT is authorized to make partial or global deliveries.
TEXARDENT reserves the right to suspend its obligation to deliver or make the products available to the Buyer, if there is the slightest indication of a solvency problem on the part of the Buyer or in the event that the latter does not perform not its obligations as agreed.
In addition, TEXARDENT has the right to refuse to sell its products based on stock availability, or for other legitimate reasons, such as for example the non-production of a previously ordered model.

ARTICLE 7 - RESERVATION OF OWNERSHIP

The products delivered remain the property of TEXARDENT until full payment of the price, including late payment interest and possible compensation. The risks of deterioration or disappearance are the responsibility of the buyer. Deposits may be retained to cover possible losses on resale.
If the price is not paid on the due date, TEXARDENT reserves the right to take back the products at the Buyer's expense. Until full payment for its products, the Buyer may neither resell them nor pledge them without prior consent.
prior written consent of TEXARDENT.
The Buyer undertakes to notify TEXARDENT of any seizure made by a third party on products sold for which the price is not fully paid.
Likewise, the Buyer undertakes to immediately inform TEXARDENT in the event that the delivered and unpaid products are found in the premises rented by the Buyer.

ARTICLE 8 - WARRANTY

The buyer undertakes to carry out a careful examination of the products delivered to him, upon receipt, in accordance with his abilities.
The Buyer acting for professional purposes:
o Under penalty of foreclosure, any denunciation of an apparent defect or lack of conformity affecting the products delivered must be notified to TEXARDENT, by registered mail with acknowledgment of receipt, within 5 days of delivery of the products. This notification must be duly dated and signed.
by the Buyer, contain the package number(s) concerned as well as specify the subject of the dispute as well as the exact references and quantities of the model(s) concerned.
o Any denunciation of a hidden defect affecting all or part of the products delivered must be notified by registered mail with acknowledgment of receipt to TEXARDENT within 5 days of the discovery of these defects by the Buyer or from the moment when he could have reasonably discover them. This notification must be made by registered mail with acknowledgment of receipt.
o Any legal action relating to hidden defects must be brought within 30 days from the discovery of the defects by the Buyer, or from the moment when he could reasonably have discovered them, or from the day of failure of talks with a view to an amicable settlement.
o No product may be returned to TEXARDENT without its prior written agreement.
o For a period of one year from delivery of the products, TEXARDENT's warranty is limited exclusively to either the replacement of defective products, or the restitution or reduction of the invoice price, without any other compensation.
o In addition, TEXARDENT's liability is excluded in the event of damage caused jointly by a defect in the delivered products and by the fault of the victim or a person for whom the victim is responsible.
o The warranty expires after this one year period.

The Buyer acting for non-professional purposes: the legal rights recognized to the Buyer by consumer protection law are not affected by this guarantee. This article is guaranteed for
meaning of article 1649 quater to 3 of the Civil Code.

ARTICLE 9- RETURN OF PRODUCTS

For the Buyer acting for professional purposes: any return of product must be subject to prior written agreement from TEXARDENT.
The returned product must be in the condition in which TEXARDENT delivered it, in particular in its original packaging intact, and be accompanied by the return slip signed by an authorized representative of TEXARDENT and the Buyer. Discounts on the
refund of the purchase price will be applied under the conditions in force on the return date.
The costs and risks of the return are the responsibility of the Buyer.
Any product returned without the agreement of TEXARDENT will be kept at the disposal of the Buyer or returned at his expense.
For the Buyer acting for non-professional purposes: The Buyer returns the Product(s) concerned after sending an email to hello@texardent.com in order to communicate the list of the product(s) which must be returned and the
reason for their dismissal.
Where possible, the Product(s) must be returned in their original packaging with all documents attached and accompanied by a copy of the email sent to hello@texardent.com for good follow-up.

The Buyer will specify the order number to which he is referring, his contact details and indicate whether he wishes a refund or an exchange. Without this information, TEXARDENT will not be able to follow up on the return and refund request.

Items must not be soiled, torn or damaged. They should be returned to:
TEXARDENT S.A
248, Rue de Huy
4300 Waremme (Belgium)

The Buyer is responsible for the Product(s) until they reach TEXARDENT. TEXARDENT SA will not be able to reimburse returned goods which have been lost. If the aforementioned conditions are met, TEXARDENT will send a confirmation email to the Buyer (to the address indicated on the order form) and will reimburse the latter within thirty (30) days from the date of sending said email, the sums paid by him, with the exception of the costs of returning the Products which remain the responsibility of the Buyer.
The refund will be made to the credit of the bank account or credit card used when paying for the Product(s).
The right of withdrawal provided for in these general conditions only applies within the strict framework of the application of the law on consumer protection.

ARTICLE 10 - FORCE MAJEURE

The occurrence of any event such as, in particular, any interruptions in production, transport or delivery, strikes, lock-outs, embargoes, wars, terrorist attacks or consequences of attacks, insufficient raw materials, epidemics, bad weather and more generally , any event of a similar nature affecting the parties or their supplier and delaying or
making the performance of their respective obligations impossible, suspend the performance of their respective obligations.
The party invoking such an event will notify the other party as soon as possible of proof of its occurrence.
The execution of its obligations will be suspended until notification of the end of the event, it being understood that neither party will be able to claim any compensation from the other party.
The parties will make every effort to reduce the difficulties and/or damage caused.
If the force majeure lasts more than 60 days, the parties will make every effort to renegotiate the subsequent execution of the sales contract.
In the absence of agreement, each party will have the right to terminate it by notification addressed to the other party.

ARTICLE 11 - SUBCONTRACTING AND ASSIGNMENT

TEXARDENT may subcontract or assign all or part of the execution of the sale to a third party, without the prior written consent of the Buyer.

ARTICLE 12 - PROTECTION OF PRIVACY

The processing, by TEXARDENT, of personal data received from the Buyer is intended for the execution of this agreement, customer administration, promotion of TEXARDENT products and services, establishment of information campaigns personalized and direct marketing, including by e-mail.
At any time, the Buyer acting for non-professional purposes benefits from a right of access, control and free rectification of personal data concerning him in accordance with the law of December 8, 1992 relating to the protection of private life. with regard to the processing of personal data.
The data controller is the managing director of TEXARDENT.
The Buyer authorizes TEXARDENT to report the sale of products covered by the contract, for the strict purpose of promoting the products sold by TEXARDENT. The implementation of this promotion will be subject to the Buyer who may, at any time, withdraw this authorization. The buyer will however never be able, for any reason whatsoever, to claim damages following said promotion.

ARTICLE 13-COMMUNICATION AND PROMOTION OF PRODUCTS

The Buyer authorizes TEXARDENT to publish, free of charge, in its brochures, in its advertisements, on its site or any other electronic or marketing support, the fact that it is a customer of TEXARDENT as well as its contact details and photos.
The Buyer acknowledges knowing the brand image of the products and undertakes to constantly respect it in the marketing and promotion of the products.
The Buyer acting for professional purposes undertakes to display the products in an adequate, attractive and obvious manner to give them every chance of being seen and sold as quickly as possible. Unless otherwise agreed in the contract, at least two models of clothing must be displayed in a permanent and attractive manner in the window of the point of sale.
The Professional Buyer recognizes that clothing is delicate item which must be handled with care and stored in a dry and clean place.

ARTICLE 14- INTELLECTUAL RIGHTS

TEXARDENT is and will remain the sole owner and beneficiary of all present and future intellectual rights, whatever they may be, concerning models, designs, images, photos, original ideas, concepts, shapes, brands, names commercials and logos in particular of which she is the designer or creator.
The Buyer undertakes, in any way whatsoever, not to modify, imitate, counterfeit, register or register a model, nor generally to have an intellectual property right recognized over those -this, nor declaw the products he would have acquired.

ARTICLE 15 • GENERAL

The nullity or inapplicability of one of the clauses of these general conditions cannot affect the validity or applicability of the other clauses. Where applicable, the parties undertake to replace the void or inapplicable clause with a valid clause which is closest from an economic point of view to the void or inapplicable clause.
The fact that TEXARDENT does not avail itself of these general conditions of sale at a given moment cannot be interpreted as a waiver of its right to avail itself of them at a later date.
These general conditions of sale and the order summary sent to the Buyer form a contractual whole and constitute the entirety of the contractual relations between the Parties.
In the event of a contradiction between these documents, the general conditions of sale will prevail.
Any communication or notification between parties will be validly made by registered letter, fax, e-mail with acknowledgment of receipt, for TEXARDENT, at its head office and for the buyer, at its head office or domicile.
TEXARDENT does not under any circumstances guarantee to the Professional Buyer the exclusivity of the distribution of the brand in a specific territory. TEXARDENT will allow the professional Buyer access to its online restocking platform. This access will be created upon simple request from the customer

ARTICLE 16 - LAW APPLICATION AND JURISDICTION

The contractual relations between parties as well as these general conditions are governed by Belgian law, even in the event of a warranty claim. The parties expressly agree to exclude the application of the Vienna Convention on the International Sale of Goods.
Any dispute relating to the formation, execution, interpretation of its general conditions of sale as well as all agreements to which they apply and which cannot be resolved amicably, is subject to the exclusive jurisdiction of the courts. of the judicial district of Liège and, where applicable, of the Justice of the Peace of the canton of Waremme.