vGeneral conditions of sale in the field of manufacture and sale of textile articles

GENERAL

These General Terms and Conditions of Sale, hereinafter referred to as "GTC", are valid as of October 01, 2018 for SAS ALPAS domiciled 5 zone artisanale 08300 Tagnon registered with the RCS of Reims under SIREN 842651655, are available at any time on request and prevail over any other version or any other documents. As the GCS may be subject to subsequent modifications, the version applicable to the service ordered ordered by the customer is the one in force at the time the quotation is signed and at the date of the quotation. These General Terms and Conditions constitute the basis for commercial negotiations between the Parties and apply regardless of any clauses that may appear customer's documents, and in particular its general terms and conditions of purchase, over which these GTS shall prevail. The purpose of the General Terms and Conditions is to define all the terms and conditions of sale of the products products ordered by the Customer from Agathe vous gâte or any company attached to the legal entity known as SAS ALPAS. The contractual relations between the Parties shall be defined by the Quotation setting out the specific terms and conditions of the Sale. The validity of the Quotation implies prior acceptance of these GTS. The Customer acknowledges having read and understood the present General Terms and Conditions of Sale at the time of placing the Quotation, and expressly declares having accept them without reservation. In accordance with the provisions of article L 441-6 of the French Commercial Code, these General Terms and Conditions are are systematically communicated to any Customer who requests them from the Company. Should any provision of the present General Terms and Conditions be deemed to be governed by current practice in the Textile Manufacturing and Sales sector. Sales of Textile Products.

ARTICLE 1 - DEFINITIONS

" Quote The term "offer" refers to the commercial offer drawn up by SAS ALPAS on the basis of all the information communicated to it by the Client, which is deemed to be accurate and complete. communicated to it by the Client, which is deemed to be accurate and complete.
" Products"shall designate all Products, Materials, Parts manufactured and/or sold by SAS ALPAS and ordered by the Client.
" Quote"means the document defining the particular terms and conditions of execution of the Sale to SAS ALPAS and prevails over the present General Terms and Conditions of Sale.
"Territory Place of performance" means the place of performance and delivery of the Products as defined in the Quotation.
" Customer "means the Client of SAS ALPAS.
" Parts The term "Client" refers collectively to the Client and SAS ALPAS.

ARTICLE 2 - QUOTATION

SAS ALPAS shall establish its Offer on the basis of all written and oral information communicated to it by the Client, which shall be deemed to be by the Client, the latter being deemed to be accurate, complete and established under the Client's full and entire responsibility. The period of validity of the QUOTATION will be specified on it. It should be noted that travel for the needs of the Customer (and at his request) by needs (and at the Customer's request) by SAS ALPAS will not always be included and may be subject to additional billing according to the geographical area concerned.

ARTICLE 3 - CUSTOMER AGREEMENT

3.1 The contractual relationship between the Parties shall be formalized by the signing of a QUOTATION.
3.2 The validity of the order implies the Customer's prior, express, full and unreserved acceptance of these GTC. Likewise, the order is perfect only after its express acceptance by affixing a signature or a written agreement via email and by a duly authorized person. Failing this, the commitments made by the representatives of SAS ALPAS to the Customer will be null and void.
3.3 Any order accepted by SAS ALPAS and signed by the Customer is firm and definitive and shall therefore be subject to invoicing to close the Sale.

ARTICLE 4 - PRICES

4.1 The prices of the Products are quoted in Euros and may be revised according to the particular conditions specified in the Quotation. The prices of the Products include value-added tax (VAT) at the French rate in force on the day the Quotation is made. Any change in the applicable French VAT rate shall automatically be passed on to the Client by SAS ALPAS on the price of the Products. price of the Products.
4.2 The prices of the Products are set forth in the Quotation. The prices may be subject to an increase according to inflation or any inflation or any increase related to the prices of SAS ALPAS' suppliers.

ARTICLE 5 - WORK and DELIVERY

The Work is undertaken according to the Customer's needs or according to the Customer's particular requests to SAS ALPAS and are specified on the Quotation signed by the Customer who has also acknowledged having read the present General Terms and Conditions of Sale. General Sales Conditions.
5.1 MODIFICATION OF THE PRODUCTS: Each Party may provide for modifications to the Products initially planned after exchange and express written agreement of the Parties. These modifications may be subject to be subject to additional invoicing for which the Customer has given its written consent.
5.2 DELIVERY: The Products, Materials and Parts will be delivered to the address shown on the QUOTATION after full payment of the Order, unless otherwise specified. payment of the Order, unless otherwise specified. Delivery shall be made by a carrier providing services to SAS ALPAS. SAS ALPAS shall in no way be held responsible for any delays in delivery that may occur.

ARTICLE 6 - DOWN PAYMENT AND PAYMENT TERMS

6.1 The Client undertakes to pay SAS ALPAS a deposit of 30%, the amount of which is defined in the Quotation when it is specified.
6.2 The Customer undertakes to pay all invoices issued by SAS ALPAS in CASH as of the validation of the Order, unless different conditions are specified in the Quotation. The signing of the Delivery Note (DO) shall constitute acceptance of the Products, without reservation, by the Client and shall entail the issue of the balance invoice by SAS ALPAS, subject to the provisions to the contrary contained in the Quotation
6.3 In the event of an agreement for payment by instalments between the Parties, non-payment of a single instalment shall automatically and at the sole initiative of SAS ALPAS result in the forfeiture of the term. forfeiture of the term.
6.4 Any sum not paid on its due date or any payment not in conformity with the amount invoiced shall automatically and without prior notice give rise to the payment of late penalties, calculated on the basis of three times the legal interest rate in force as well as the payment of the legal fixed compensation for recovery costs of the amount imposed by the Public Services for the Professional Customers. These penalties run from the day following the date of the date of payment shown on the invoice and until the day of actual payment.
6.5 Failure to pay on the due date after SAS ALPAS has sent a letter of formal notice to the Customer, all sums remaining due by the latter shall become immediately due and payable due by the latter and the payment of compensation equal to fifteen percent (15%) of the amount of the sums due, in addition to of the amount of the sums due, in addition to the interest and penalties provided for in article 6.4 as well as any legal costs. In Furthermore, SAS ALPAS may suspend or terminate all Products in progress without prejudice to any other course of action.
6.6 The Customer shall not be authorized to withhold or defer payment of any sum due to SAS ALPAS even in the event of a dispute or claim. or claim. Likewise, SAS ALPAS shall not be obliged to proceed with the execution of the Sale if the Customer does not pay it the price in whole or in part, under the conditions pay the price in full or in part, under the conditions and according to the terms stipulated, without prejudice to its other rights and actions. rights and actions.
6.7 No discount will be given for early payment unless otherwise stated in the Quotation.

ARTICLE 7 - RETENTION OF TITLE

It is agreed that SAS ALPAS remains the owner of the Products, the Material (notably the presentation box) and the Parts sold and/or used parts sold and/or used for the Sale of the Products until the Customer has fully paid the final invoice. the final invoice. As a result, in the event of non-payment, SAS ALPAS may at any time demand the return of said Products/Hardware/Parts at any time, and the shipping costs shall be borne by the Customer. If the Products/Materials/Parts sold are lost or stolen, the Customer shall be fully responsible for the consequences of such damage and shall be liable for the costs of the cost of repairing them.
7.1 The Customer undertakes to sell the Products, Materials and Parts of SAS ALPAS Products, Materials and Parts in accordance with the guidelines, recommendations and other materials provided and accessible to the Customer.

ARTICLE 8 - ONLINE SALES

8.1 Order - Any order appearing on the SAS ALPAS Internet site implies acceptance of the present General Terms and Conditions of Sale. Any order confirmation entails the Customer's full and complete acceptance of the present to the present Terms and Conditions, without exception or reservation. All of the data provided and the recorded confirmation shall constitute proof of the transaction transaction and the Customer declares to have taken knowledge of it and to validate it. The confirmation of the order will be worth signature and acceptance of the operations carried out. A summary of the information of your order and of the present General Conditions may be communicated in A summary of the information of your order and of the present General Conditions, could be communicated in PDF format via the e-mail address of confirmation of the order.
8.2 Withdrawal - In accordance with the provisions of Article L.121-21 of the Consumer Code, the Customer has a period of 14 days from the validation of the order to exercise his right of withdrawal without having to justify his reasons or pay a penalty. reasons nor to pay a penalty. On the other hand, digital content provided on an intangible medium whose execution is which the execution has begun or the services fully executed before the end of the withdrawal period and whose execution the execution of which has begun, as well as the Products already delivered to the Customer. In the event that the right of withdrawal is exercised, SAS ALPAS will reimburse the sums paid, within 14 days following notification of the request and via the same means of payment as that used at the time of the order.

ARTICLE 9 - INCESSIBILITY of the Quotation and the Material

9.1. The Quotation concluded between SAS ALPAS and the Client is concluded intuitu-personae, due to the latter's qualities. The latter- The latter shall refrain from transferring all or part of the rights and obligations conferred upon him by this Quotation, in any form, for any reason and to any person whatsoever, unless expressly agreed by the Parties. the Quotation, in any form, for any reason and to any person whatsoever, unless expressly agreed by the Parties. In the event of transfer of the activity to a to a third party, SAS ALPAS reserves the right to terminate the Quotation as of right, without delay and without payment of any compensation.
9.2 It is understood that for the entire duration of the commercial relationship between the Parties, the Customer is prohibited from copy and have manufactured the Products, Materials and Parts of SAS ALPAS as well as to use the supports to sell articles of a different brand. Should such a thing occur, SAS ALPAS may bring the matter before the competent competent courts in order to be compensated for the image and financial damage caused by the Customer's action.

ARTICLE 10 - WARRANTY AND INSURANCE

10.1 SAS ALPAS guarantees to the Customer the proper execution of the Work ordered and the quality of its Products as defined in the Quotation and in accordance with the rules of art and good practice in the field of activity. defined in the Quotation and in accordance with the rules of the trade and good practice in the field of activity.
10.2 SAS ALPAS shall not be held liable for the direct or indirect consequences of improper adaptation or defective use of the Products adaptation or defective use of the Products, Materials and Parts sold.
10.3 SAS ALPAS guarantees the client to have taken out all the necessary guarantees relating to its activity.
10.4 SAS ALPAS undertakes to take out all necessary necessary guarantees to cover the liabilities it has incurred as a result of the execution of the Quotation for sufficient levels with a sufficient levels with a solvent insurance company, such as Professional Civil Liability. Professional Liability.

ARTICLE 11 - LIMITATION OF LIABILITY

11.1 The overall liability of SAS ALPAS under the present contract is limited to direct material damage caused to the Client caused to the Client resulting from duly proven faults attributable to SAS ALPAS. Under no circumstances shall SAS ALPAS shall under no circumstances be required to compensate for immaterial damage, whether or not consecutive to material damage, such as in particular, operating losses, production losses, loss of earnings, loss of profits, loss of quotations, loss of image loss of image, loss of opportunity, commercial loss, additional production costs, immobilization of personnel or equipment as well as any indirect damage.
11.2 In any event, the overall and cumulative liability of SAS ALPAS under and in connection with the Quotation, with the exception of bodily injury, fraud or gross negligence, shall not exceed ten percent (10%) of the amount of the Quotation before tax
11.3 The Client and its insurers, for which it is responsible, declare renounce any recourse against SAS ALPAS and its insurers beyond the limits and exclusions set out above.

ARTICLE 12 - FORCE MAJEURE

The performance of the obligations incumbent on each of the Parties under the terms of these GCS shall be suspended by the occurrence of an event event constituting force majeure in the usual sense of the term and including, without limitation, natural disasters including, but not limited to, natural disasters, acts of public authority, embargoes, strikes, exceptional weather conditions preventing exceptional weather conditions preventing delivery, insurrections, riots. The Party wishing to invoke such an event Party wishing to invoke such an event shall immediately notify the other Party of its commencement and subsequently, if applicable, its termination, failing which it shall not be otherwise it cannot be relieved of its responsibility. The other Party shall reserve the right to verify and check the reality of the of the facts. Both Parties shall use their best efforts to prevent or reduce the effects of any breach of the Agreement caused by such event. caused by this event. The performance of the obligations shall resume its normal course as soon as the event constituting constituting force majeure has ceased. In the event that the event giving rise to force majeure continues for more than six for more than six months, the Party to which the force majeure event is opposed may terminate the Quotation immediately and by right, without compensation. the Quotation, without indemnity.

ARTICLE 13 - GENERAL INTERPRETATION PROVISIONS

The Parties agree that in the event of a dispute over the interpretation of a clause of the GTC, the interpretation that would be by the Court shall be retained. It will be necessary to modify, consequently, the said GTC. By Moreover, the illegality of a clause is only valid for the said clause and does not entail the illegality of the whole GTC.

ARTICLE 14 - PROTECTION OF PERSONAL DATA (RGPD)

All of the information requested by SAS ALPAS during the quotation process is mandatory. If one or mandatory information is missing, the Quotation cannot be issued. In accordance with the law of 06/01/1978, modified by the law of 6 August 2004, the Customer has the right to access, rectify and oppose information concerning him/her, which can be exercised by mail addressed to SAS ALPAS- 43 rue de Talleyrand 51000 REIMS Talleyrand 51000 REIMS. All personal data and information can be deleted on request and are stored securely in accordance with the European regulation on personal data (RGPD) - Decree n° 2019-536 of May 29, 2019 taken for the application of the law n° 78-17 of January 6, 1978 relating to data processing, the files and freedoms.

ARTICLE 15 - TRANSLATION - LANGUAGE OF QUOTE OR REPAIR ORDER

In the event that these GTC and the Quotation are drawn up in several languages, it is expressly understood that the French version is the only one to be the French version is the only one to be considered authentic in the event of difficulties of interpretation and/or application of the provisions The language applicable to the GTC and the Quotation is the French language.

ARTICLE 16 - DISPUTE SETTLEMENT, MEDIATION and JURISDICTIONAL COURT

21.1 In accordance with the provisions of the Consumer Code concerning the amicable settlement of disputes, the Customer is informed that after prior written contact with SAS ALPAS to attempt to resolve the dispute amicably, a Mediator may be contacted for any Mediator may be contacted for any consumer dispute which has not been settled.
21.2 These GTC and the Quotation are subject to French law, both for their interpretation and their implementation. French law. All disputes to which the GCS and the Quotation may give rise, concerning their validity, interpretation, execution All disputes to which the GTC and the Quotation may give rise, concerning their validity, interpretation, execution, termination, consequences and consequences, shall, in the absence of an amicable settlement, fall under the exclusive jurisdiction of the Commercial Court, the exclusive jurisdiction of the Commercial Court of REIMS, even in the event of a warranty claim or multiple defendants.