Guardtex General Terms and Conditions of Sale as of 1 January 2019 – updated on 18/11/2019
Article 1 – Scope of application
The purpose of these General Terms and Conditions is to define the conditions under which GUARDTEX (hereinafter the "Supplier") provides its products to customers (hereinafter the "Purchasers" or the "Purchaser") who so request, via the website, by direct contact or via a paper medium.
Our sales are subject to these General Terms and Conditions which prevail over any document of the Purchaser and in particular over any terms and conditions of purchase, unless we expressly and formally waive them.
Placing an order implies the unreserved acceptance by the Purchaser and the Purchaser's full and entire adherence to these General Terms and Conditions of Sale, unless special terms and conditions are agreed in writing by our company to the Purchaser, prior to the order.
Any document other than these General Terms and Conditions of Sale, and in particular catalogues, prospectuses, advertisements and notices, has only an informative and indicative value, and is not contractual.
If one of the clauses of these terms and conditions should change, or be considered null and void as a result of a change in legislation, regulations or a court decision, the other clauses of these General Terms and Conditions of Sale shall remain valid.
Article 2 – Characteristics of the offer
Guardtex designs and manufactures tailor-made products on request.
Which correspond to a dimension sheet filled in by the customer
Which have already been designed but, as the Purchaser is offered a choice of colour, are manufactured on request and considered to be tailor-made products
Which are the subject of a price proposal because the product will be designed specifically for the customer
Guardtex undertakes to provide the customer with a product that conforms to the description on its website or in its quotation, if a quotation is provided. The description alone is considered to be binding. The product made may vary from the description in the following cases: given that innovation is a driving force at Guardtex, the quality of the materials used and the manufacturing process may evolve positively for the Purchaser. Each product is made individually, and although the manufacturing techniques are standardized, people remain at the heart of the assembly and each product bears the distinctive mark of the technician who assembled it.
When the product is announced as compatible for a boat model, Guardtex undertakes to ensure that this is the case.
Compatible means adapting to the original support and not identical to the original part.
The photo serves as an illustration but is not binding with regard to the actual product made. Notwithstanding the above, Guardtex supplies the most representative pictures of the manufactured product, which will in most cases be compliant in terms of representation. Guardtex draws the customer's attention to the fact that colours may be subject to variations depending on the type of computer equipment used (screen colour management).
Article 3 – Prices
Prices are indicated in euros, all taxes included; French VAT is at the rate in force at the time of order.
For delivery outside France, the provisions of the General Tax Code relating to VAT will be applicable; any customs fees or local taxes remain the responsibility of the Purchaser.
Guardtex products have EEA preferential origin 'France' status and can therefore benefit from customs agreements between France and third countries.
If a quotation is provided, the price includes the price of the items based on information provided by the Purchaser, ex-works.
Transport costs are provided at the request of the Purchaser who must indicate the desired place of delivery.
This price may be revised if the final manufacturing information does not correspond to the information provided when the quotation was requested
The invoiced price is the total final price, including the price of the items corresponding to the last quotation provided, as well as the transport costs if the place of delivery was not communicated at the time of the quotation or if it has changed to a more expensive destination.
In the case of orders placed online, the price invoiced corresponds to the price of the items and transport according to the place of delivery indicated.
Article 4 – Ordering
For orders placed online, the customer is asked to tick the box implying acceptance of all of these General Terms and Conditions of Sale and which constitutes proof of the sales contract.
The order will only be definitively validated once payment has been received in full.
For orders following the submission of a price offer, the order will only be definitively validated once full or partial payment (deposit) has been received. Guardtex reserves the right to decline an order, in particular in the following cases:
- Reasons related to supplies
- Reasons related to the non-adaptation of the ordered product to the Purchaser's support
- Non-receipt of payment
- Any other reason within the framework of the regulations in force
If an order is declined, Guardtex will refund the amounts received in full and will inform the customer by all means at its disposal.
Any modifications requested by the Purchaser can only be taken into account, within the limits of the Supplier's possibilities and at its sole discretion, if they are requested in writing before the design and/or manufacturing start date. In such cases, the Purchaser must sign a specific purchase order and the price may be adjusted.
Article 5 – Payment
Different payment methods are available to the customer: Credit card, bank transfer, cheque. Any order for which payment is not received and/or validated will not be taken into account. Guardtex does not offer a discount for cash payments. Guardtex reserves a right of ownership over the products sold until full payment of the price by the Purchaser, allowing Guardtex to take possession of the said products. Any advance payment made by the Purchaser shall remain the property of Guardtex as lump sum compensation, without prejudice to any other action it may be entitled to bring against the Purchaser.
Article 6 – Delivery
The products ordered are shipped to the address indicated by the customer in the order.
If the address given by the customer contains an error preventing delivery of the product, the latter will be charged a supplement for a new delivery.
The Purchaser is required to check the number and apparent condition of packages on delivery. If the packaging is damaged, the customer must open the package and indicate specific reservations with consequences on the condition of the product (for example: "torn packaging that caused tearing on canvas") on the delivery receipt in the presence of the delivery driver.
Indications such as "subject to unpacking" have no legal value.
Under no circumstances will a dispute be accepted in cases of unpacking after delivery and departure of the delivery driver.
The Purchaser must ensure that the receipt is properly completed with the delivery driver and must send us a copy and a letter explaining the problems encountered within three working days.
With regard to products delivered, in the absence of any reservations expressly made by the Purchaser following unpacking, Products delivered by Guardtex shall be deemed to conform in quantity and quality to the order.
The Purchaser shall have a period of 10 calendar days from delivery and receipt of the products ordered to make such reservations to Guardtex in writing by registered letter. No claim can be validly accepted in the event of non-compliance with these formalities by the Purchaser. Guardtex will replace the Products delivered whose lack of conformity has been duly proven by the Purchaser, as soon as possible and at its own expense.
Issues with delivery and/or product deterioration and/or missing parts do not entitle the Purchaser to cancel an order if Guardtex is able to provide a solution within 30 calendar days. Beyond that, the customer will be able to claim a refund of the order.
In cases of collection by the Purchaser, delivery is deemed to have been made at the time when the Purchaser has been informed that the goods are at his/her disposal. If the Purchaser does not take possession of the goods within the agreed period, Guardtex is entitled to revise the price or cancel the sale
Article 7 – Delivery times
Orders are manufactured as soon as possible and at the latest within a maximum of 30 calendar days from the day after which the customer placed the order with Guardtex, and subject to having provided all the information necessary for manufacture and payment. A specific deadline is applied to orders requiring a design; this deadline is communicated to the Purchaser by us on receipt of the order online or when preparing the quotation.
In the event of an overrun of 30 days between the order and shipment of the goods (except for products involving design), which is not due to a case of force majeure, the customer has the option of terminating the contract by sending an e-mail to email@example.com.
The contract is considered terminated upon receipt by Guardtex of the e-mail in which the customer informs it of his/her decision.
Amounts paid on the order will be refunded within a maximum period of 30 working days from the date on which the customer exercises his/her right.
In the event of unavailability of products after placing the order, the customer will be informed by e-mail and/or telephone of the possibilities offered to him/her, including the possibility of cancelling his/her order.
If the debit was made at the time of the information given on the unavailability of the product, Guardtex will reimburse the customer the amounts due, by cheque or transfer as soon as possible and at the latest within a maximum period of 30 days of the date of notification of the unavailability of the product initially ordered.
Article 8 – Transfer of ownership
Ownership of the Products to the Purchaser will only be transferred after full payment of the price by the latter, regardless of the delivery date of the said products. The delivery of a bill creating an obligation to pay (draft or other) does not constitute payment within the meaning of this clause.
These provisions do not prevent the transfer to the Purchaser, on delivery, of the risks of loss and deterioration of the goods sold as well as the damage they could cause.
Article 9 – Returns
Without our prior written agreement, no returns will be accepted.
Any claims relating to defects must be notified to us in writing no later than 10 working days after receipt of the goods. The goods must be returned postage paid by the customer and within a maximum of eight days after acceptance of the return by us.
Standard items will be taken back at the invoiced price less 15%.
All tailor-made products, i.e. those linked to a dimension sheet, a design, and personalised production with a colour or marking chosen by the customer, are manufactured to order. These products are therefore neither refundable nor exchangeable and do not entitle the customer to a withdrawal period, in accordance with the provisions of Article L. 121-20 of the French Consumer Code, which stipulates that withdrawal is excluded (third paragraph of Article 121-20.2) for contracts for the supply of goods clearly personalised or made to the consumer's specifications.
Article 10 – Warranty
Products delivered by Guardtex benefit from a contractual warranty for a period of TWELVE (12) months from the date of shipment, covering the non-conformity of the products with the order and any hidden defects resulting from a defect in material, design or manufacturing affecting the products delivered and making them unfit for use.
Guardtex does not cover damage and wear and tear resulting from any special transformation, adaptation or assembly, whether abnormal or otherwise, of its products.
Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Purchaser, as well as in the event of normal wear and tear of the product or force majeure.
More specifically, the following are NOT COVERED:
- imperfections such as marbling, embossing, folds, due to handling during the manufacture of the product or its installation;
- defects resulting from ageing and normal wear and tear of the fabric;
- the consequences of installation, environmental or operating conditions that do not correspond to normal conditions, or to the practices of the profession, or to the intended purpose of the product;
- the repair of damage or defects on the products resulting from accidents or negligence not attributable to Guardtex or resulting from a case of force majeure.
EXPRESSLY EXCLUDED IS ANY DAMAGE RESULTING FROM:
- the lack of maintenance or the use of unsuitable products or instruments: no detergents, chemicals or solvents, scrapers or other instruments likely to damage the surface should be used;
- lightning or unusual weather or environmental conditions;
- atmospheric or phytosanitary pollution;
- animal fouling;
- assembly defects, user misuse, splashing of various products, hanging objects on the canvas, falling objects, impacts, marine accidents, vandalism, cigarette burns or other, fire;
- modification, repair, integration made by the customer.
In order to assert his/her rights, the Purchaser must, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of 10 days of their discovery.
Our prior and express agreement must be given for any return of goods. The costs and risks of returns are the responsibility of the Purchaser, unless we agree otherwise.
Any goods returned without such agreement will be held at the Purchaser's disposal at his/her risk for a maximum period of 10 working days and no credit note will be issued. After this period, we will freely dispose of these goods.
Any claim reported within the time limits indicated and recognized as well founded shall entitle the Purchaser to the repair or replacement, at our expense, of any non-conforming or missing items, excluding any compensation or damages for any reason whatsoever, and in particular excluding any reimbursement of expenses (labour, dismantling costs, reassembly, on-site transport, or other) and shall not have the effect of extending the duration of the above warranty.
A claim made under the conditions and in the manner described in this article shall not suspend payment by the Purchaser for the goods in question.
The Purchaser is solely responsible for the end use of the product. The Purchaser is solely responsible for the suitability of the products for the use for which they are intended.
Article 11 – Force majeure
The Parties shall not be liable if the failure or delay in the performance of any of their obligations, as described herein, results from:
- a case of force majeure, within the meaning of Article 1218 of the French Civil Code, for example: disturbances, total or partial strikes (in particular postal services and means of transport and/or communications), floods, fires, accidents, administrative decisions, wars, natural disasters, riots, attacks.
- or are related to the use of the Internet network, such as a disruption in service, the presence of computer viruses and external intrusions.
Article 12 – Intellectual property
All technical study documents provided to our customers remain our exclusive property. The Purchaser undertakes not to make any use thereof that is likely to infringe our industrial or intellectual property rights and not to disclose them to any third party.
The customer purchases a product and not the associated property rights.
Guardtex sells the rights to use the study associated with the production of a single product. If the study gives rise to several uses, a study use price will be charged according to the number of reproductions.
Article 13 – Disputes – Competent court
These General Terms and Conditions of Sale are subject to French law. The competent court in the event of a dispute shall be that of the defendant's place of residence or, at the plaintiff's choice, the place of actual delivery of the product.
Should a dispute arise, the consumer is informed of the possibility of making use of a conventional mediation procedure or any other alternative dispute resolution method.
Within the framework of a contract of sale from professional to professional,ALL DISPUTES TO WHICH THIS CONTRACT AND THE AGREEMENTS RESULTING THEREFROM MAY GIVE RISE, CONCERNING THEIR VALIDITY, INTERPRETATION, EXECUTION, RESOLUTION, CONSEQUENCES AND REPERCUSSIONS WILL BE SUBMITTED TO THE PARIS COURTS.
The attribution of jurisdiction is general and applies whether it is a main application, an incidental application, an action on the merits or a summary judgement.
Article 14 – Applicable law – Language of the contract
By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law.
They have been drafted in French. Should they be translated into one or more languages, the French text alone shall prevail in the event of a dispute.
Article 15 – Personal data
Each order involves Guardtex collecting the customer's personal data, in particular the e-mail address, by which the customer receives an order confirmation. This personal data is only used in the context of Guardtex's transactions and offers, and Guardtex does not intend to transfer or distribute this data to third parties.
The processing of personal data by Guardtex has been declared to the CNIL under number 1400001.
In accordance with Law No. 78-17 of 6 January 1978 amended by Law No. 2004-801 of 6 August 2004, the customer has the right to access, object to and rectify any personal data concerning him/her at any time.
To exercise this right, the customer should send a request, either by e-mail to firstname.lastname@example.org or by post to the following address: Guardtex, ZA Kerollaire Nord, 18 Rue de Govéan - 56370 SARZEAU, FRANCE. Please specify: e-mail address, last name, first name, address.