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General Terms and Conditions of Sale

1 – Application and enforceability of the general terms and conditions of sale :

Placing an order implies the customer's complete and total acceptance of WEBTEX's general terms and conditions of sale to the exclusion of all other documents issued by the seller which have an indicative value only. No individual condition may, unless formally and accepted in writing by the seller, prevail over the general terms and conditions of sale. Any contrary condition put forth by the customer, in the absence of express acceptance, shall be unenforceable against WEBTEX, regardless of when it may have been known. The fact that WEBTEX does not invoke any one of these conditions at any given moment can in no way be interpreted as waiving the right to avail itself of the said conditions.

2 – Quote - Order :

Unless otherwise stipulated, WEBTEX quotes shall be valid from one (1) month from the date they are sent, excluding inventory reductions, which are reduced to eight (8) days.

All orders are subject to a purchase order signed by the customer. Verbal orders and/or orders taken over the telephone are valid only when confirmed in writing by WEBTEX (via regular mail or email) to the customer and within one (1) week of their transmission at the latest. Such orders cannot be delivered before WEBTEX is in possession of the order, duly signed by the customer.

Any order, even when taken by representatives or employees, becomes final only after its acceptance by WEBTEX. Any order which is not expressly denied by WEBTEX within fifteen (15) days of receipt shall be presumed as accepted. By exception, acceptance may also result from the shipment of the goods. In the absence of a purchase order signed by the customer or written confirmation, the delivery slip shall be deemed to be a letter or purchase order, and shall constitute the written sales contract between WEBTEX and the customer, allowing WEBTEX to exercise, if necessary, any recourse against the customer.

WEBTEX reserves the right to purely and simply deny orders, especially in the following cases: questionable creditworthiness, when the amount exceeds the amount of the guarantee provided by the SFAC or by WEBTEX, the customer's bad faith or nature, when the purpose or fate of the orders are inconsistent with or risk jeopardizing WEBTEX's legitimate interests, and this without any obligation other than the repayment of any sums paid and without any prejudice whatsoever. Any changes or order cancellations must be addressed to WEBTEX in writing. Such requests may be taken into consideration only if they have been received by WEBTEX in writing within eight (8) days after receipt of the order confirmation. In case of verbal requests or requests received outside the aforementioned period, the order in question will be delivered normally and billed to the customer, who will then be responsible for payment. Any orders cancelled in writing in compliance with a contractual deadline will necessarily result in payment by the customer to WEBTEX as a lump-sum compensation for damages incurred as a fixed payment of 15% (taxes included) of the amount of the canceled order.

The customer declares that its order and its business are lawful and do not violate any applicable laws, regulations, customs or current trade practices. Furthermore, the customer protects WEBTEX against all claims from its customers or competitors.

3 – Delivery times – Force majeure :

Delivery is carried out according to the date desired by the customer. In the absence of customer instruction, delivery is carried out according to availability and in the order in which the order was received. The customer authorizes WEBTEX to proceed with the general or partial delivery of orders. A partial order delivery does not authorize the customer to cancel the order nor to claim any compensation or penalty. It does not exempt the customer from payment for the delivered goods.

The delivery deadline is always given for information purposes only.

Exceeding the delivery deadline shall not result in damages, interest, withholding or cancellation of orders. However, if two (2) months after the delivery notice, given to the customer in the form of a registered letter with acknowledgement of receipt, the merchandise has not been delivered for any reason other than force majeure, the sale can be cancelled at the customer's request, and the customer can obtain a refund of the deposit paid to the exclusion of any other compensation or damages. In all cases, delivery can take place only if the customer is up to date on its obligations to WEBTEX, whatever the cause.

WEBTEX is relieved of its responsibility to deliver in cases of force majeure. Specifically considered as cases of force majeure include: war, riots, total or partial fires on WEBTEX premises, strikes on the part of all or some of the staff or suppliers, strikes in general, accidents, the inability to supply, the breaking or deactivating of WEBTEX machines or those of its suppliers and legislative and/or regulatory changes, etc.

WEBTEX shall inform the customer as soon as possible after the occurrence of a force majeure. In the event that the customer delays or refuses to take delivery of the goods, the expense of storing and representation of the goods supported by WEBTEX would be the sole responsibility of the customer, as well as the loss that would result from the sale of these items to a third party.

In any event, delivery of the merchandise within the deadlines shall take place only if the customer is up to date of its obligations to WEBTEX, especially with respect to payment of bills.

4 – Delivery – Transfer of property and liability :

Delivery of merchandise ordered takes place automatically on the premises of WEBTEX. It is carried out either by simple notice of availability or by carrier delivery. The transfer of liability for the merchandise takes place as soon as it leaves the WEBTEX warehouses, that is to say as soon as it's handed over to the carrier. The reception of the merchandise is the sole responsibility of the customer.

The merchandise travels at the risk and peril of the customer who is responsible for insuring it and, in case of damage or missing items, for making all necessary disputes and notifying the carrier by extrajudicial documents or by registered letter with acknowledgement of receipt within two (2) days of receiving the goods.

To be admissible, any dispute in the event of damage or missing items must be subjected to a notification by the customer, which must be put forth in writing on the carrier's delivery slip, indicating the nature of the damage found, the number of items missing, and the reference and serial numbers of the items concerned. The simple mention "subject to verification or counting" shall not allow the customer to establish non-compliance of items.

5 – Receiving :

Without prejudice to the measures to be taken regarding the carrier, claims regarding visible defects or non-conformity of items compared to products ordered or the delivery slip must be submitted to WEBTEX via a registered letter with acknowledgement of receipt within two (2) days after receipt of the items. After this time, the merchandise received shall be deemed to be in conformity with the order, and any claims submitted after this deadline shall not be considered. It is the customer's responsibility to supply an explanation of the visible damage or discrepancies found. This explanation shall make it easy for WEBTEX to detect the apparent defects or discrepancies.

Each item return shall be formally agreed upon between WEBTEX and the customer, and must be expressed by the customer within a maximum eight (8) days from receipt of the merchandise. This agreement does not imply WEBTEX's acknowledgement of the visible damage or anomaly expressed by the customer. Any item returned without this agreement would be made available to the customer and would not lead to a credit.

Fees and liability for returns are always the customer's responsibility. In case of visual defect or non-conformity of items delivered, duly recognized by WEBTEX, the customer shall obtain, at WEBTEX's discretion, either a pure and simple replacement of the items involved or reimbursement for them, excluding any compensation or damages.

6 – Price – Payment :

Unless by special agreement resulting from a quote, items are billed according to the rates in effect at the time the order is placed. The prices in the price list do not include tax, present or future, and delivery costs (transport, etc.) are the customer's responsibility. For deliveries within mainland France, delivery costs shall not be charged for any order equal to or more than five hundred (500) euros (before tax). Below this amount, a fixed amount fifteen (15) euros (tax not included) will be charged to the customer for shipping costs. For deliveries outside of mainland France, but within the European Union, shipping costs shall not be charged for any order equal to or more than fifteen hundred (1,500) euros (before tax). For all orders above this amount and for those outside the European Union, WEBTEX will put together a shipping quote from a carrier, which will be fully billed to the customer for its actual cost.

All customers must open an account and will send WEBTEX their current Kbis (business identification card) or SIRET number, their intracommunity VAT-number (tax identification number) as well as their bank information. Upon opening the account, WEBTEX shall set the payment terms and maximum outstanding amount authorized after verification of the customer's creditworthiness with the SFAC. Each delivery shall correspond to an invoice. Invoices are payable to WEBTEX according to the terms defined upon the opening of the account (and within the limit of sixty (60) days from the date of issue of the invoice or forty-five (45) days end of the month). If no account is opened, the customer must pay in advance.

Cash payment is considered an order paid by check within ten (10) days of delivery. All cash payments will receive a 1.5% discount.

In case of deferred or term payments, what constitutes a payment is not the delivery of a promissory note or a check involving an obligation to pay, but payment on the agreed upon due date. Payment is made upon actual receipt of the price.

In case of late payment, WEBTEX can suspend all orders in process without prejudice to any other course of action. Collection costs shall be the customer's responsibility, including judicial fees.

Any amount not paid by the due date will result in, ipso jure and without prior notice, by way of derogation from Article 1153 of the Civil Code, payment of penalties calculated at a rate equal to the current bank base rate plus four (4) points. This interest will accrue from the due date until it's paid. Additionally, WEBTEX reserves the right, in cases of non-payment, to apply a lump sum of forty (40) euros for collection costs, in addition to late fees. Down payments from the customer will be acquired ipso facto by WEBTEX.

In case of payment by a promissory note, failure to return the item within eight (8) days will be considered as a refusal of acceptance amounting to non-payment. In case of extension of an invoice, the costs and interest resulting from this extension will be the responsibility of the client.

When the payment is staggered, the non-payment of a deadline will result in the immediate and total payment of the debt, without prior notice.

In all preceding cases, (delay, non-return of the item, etc.), the amounts which would be due for other deliveries are immediately due.

In no case can payments be suspended nor be subject to any compensation without prior written agreement from WEBTEX. Any partial payment will be deducted first from the part of the amount due, then from the amounts for which the due date is the earliest.

Any payment problem causes the customer to lose the benefit of the opening of an account and related benefits, and will result in a modification of the terms of settlement by WEBTEX. Any credit deterioration on the part of the client will result in the requirement of collateral or payment in cash or by sight draft before the fulfilment of orders.

In any case, central purchasing or the intermediary acts both in its own name and in that of the principal; they are jointly and severally liable for the payment of orders. Any claim on the items in the invoice shall be brought to the attention of WEBTEX in writing within forty-eight (48) hours of its receipt.

7 – Latent defects – Exclusions:

It is formally agreed that WEBTEX will be exempt from any warranty for latent defects on items sold. As such, all sales will be carried out, except for fraud on the part of WEBTEX, at the buyer's own risk.

8 – Brands - Models - Usage Rights :

WEBTEX enjoys the exclusive usage rights of the TEXTISS brands as well as their derivatives, technical processes, formulas, models and communication & advertising elements.

All models produced by WEBTEX remain its property, with the exclusivity of all rights of reproduction and representation attached to them.

The customer is prohibited from infringing, directly or indirectly or through intermediary natural or legal persons, on WEBTEX's rights.

9 – Title retention clause :

The transfer of ownership for articles sold is subject to the full payment of the price by the customer on the due date. However, liability is transferred to the customer upon shipment from WEBTEX's warehouses. The customer shall, with all orders from WEBTEX, support underwriting to cover this liability with insurance and payment of related premiums.

In cases where payment is not made within the prescribed time limits, WEBTEX reserves the right to take back the delivered items.

As such, in cases of non-payment on the part of the buyer, WEBTEX can, without losing any of its other rights, via registered letter with acknowledgement of receipt, require the return of the items at the customer's expense and liability. WEBTEX can immediately, on its own behalf, obtain an inventory of unpaid items held by the client.

The customer, who bears the cost of litigation as well as any legal costs, is also liable, on the one hand, for a devaluation allowance set at 20% of the price of the items per month of possession from shipment to return and, on the other hand, for 0.5% of the amount due per day of delay for the refund. This compensation will be offset against any advance payments made by the buyer.

The customer shall ensure that the identification of the items is still possible. The items in stock are presumed to be unpaid.

10 – Currency of account and payment :

The euro is the currency of account and payment.

11 – Consumer protection :

The customer agrees to take all measures necessary so that the sold merchandise presents no danger to consumer health and safety under conditions of normal use or expected conditions of use.

12 – French language – Contractual language :

In the event of a dispute or difficulty in interpretation of the general terms and conditions of sale, French constitutes the sole reference language of the parties to their contractual relations.

13 – Applicable law :

This sales contract is fully governed by French law.