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These General Terms of Business apply to all sales of goods concluded by Gilsa SARL, a limited liability company having a capital of 7622 euros, whose registered office in France is located at 7-9 rue Belhomme, PARIS 75018, being registered in France in the PARIS Trade Register under number 402 717 995 (hereinafter referred to as "the Company" or "the Seller") with customers contracting as part of their business, and whose head offices are located in or outside French territory (hereinafter referred to as "the Customer(s)" or "the Buyer(s)"). These General Terms of Business automatically apply to any sale agreement for the products of lingerie, fashion accessories and/or textile products provided by the Company (hereinafter referred to as "the Product") committing the Company and the Customer, unless otherwise stipulated due to special written agreements between the Parties. Any order by the Customer implies full acceptance of these General Terms of Business, which are an essential and determining feature of the sales contract formed hereby and the accepted order form (hereinafter together forming the "Sale Agreement"), the terms and conditions of which will prevail in case of contradiction. These General Terms of Business govern the sales of the Company, excluding the general purchase conditions of the Customers, or any other document issued by same, as well as any previous correspondence, document or advertising catalogue from the Company. No amendment to these General Terms of Business will be enforceable against the Company without the latter's prior written agreement, particularly in the context of an order form communicated to the Customer.
The fact that the Seller does not invoke at a given time of any of these General Terms of Business cannot be interpreted as a waiver by the Seller to invoke any of the said terms and conditions at a later date. These General Terms of Business come into effect on 01/01/2016. They cancel and replace all other General Terms of Business previously issued by the Seller.

Any order from the Buyer must be in writing formalized by any means it wishes (including email), and specify the list and quantity of Products ordered, the requested date and place of delivery; for this reason, any verbal order placed by the Buyer must be confirmed by the Buyer to the Seller in writing so that the Seller can analyse the order. Orders placed by the Buyer or transmitted by a representative of the Seller are only valid after confirmation by the Gilsa company, materialized by sending the Buyer an acceptance document issued by the Seller with these General Terms of Business as a schedule thereto, and the issuance of an order number to be used for all communications between the Buyer and the Seller, all of these items together being deemed to form the sales contract.
The confirmation of the order is effective upon receipt of the sales contract.
Upon receipt by the Buyer of the sales contract, no modification or cancellation of the order will be possible.

By express agreement between the Parties, no decision by the Seller not to conclude the agreement shall entitle the Buyer to claim interest for damages. The order is personal to the Buyer and may not be transferred without the consent of the Seller. The Seller reserves at all times and regardless of the stage of order processing - in particular due to market fluctuations - without notice or compensation to the Buyer - the right to make any modification to its Products, rates, terms or conditions - both as regards the General Terms of Business and any specific conditions applying to the sales transaction.
Unless otherwise agreed, the sale price indicated to the Customer is exclusive of taxes ex our warehouses.
The products are supplied at the prices prevailing at the time of acceptance of the offer. They are indicated in Euros and are exclusive of tax. Consequently they will be increased by the VAT rate and transportation costs applicable on the date of the order. The customs fees and taxes are borne exclusively by the Customer depending on the country of destination
Prices may be subject to change without notice. However, the Gilsa Company undertakes to charge the ordered goods at the prices indicated when the order was placed.
Any change either in transport fares, or in kilometric distances, Customs duties or taxes, the price of raw materials or labour, caused by a factor over which we have no control, is liable to result a revision of the agreed price which the Customer agrees in advance to accept.

It is recalled in particular that the information contained in catalogues, prospectuses, notices, schedules and rates - and more generally, in any presentation or promotional materials concerning the Seller's products, and any other information given by the Seller in whatever form - is provided reference only and is non-contractual and therefore shall not be binding upon the Seller. Moreover, by express agreement between the Parties and except in cases of force majeure, no order accepted by the Seller may be cancelled (unless otherwise agreed in writing by the Seller) in whole or in part, or in any way modified by the Buyer during performance of the order. In addition to the fact that such a case would make the Buyer liable to compensation for damages to the Seller as a result, any deposits and/or advance payments made by the Buyer will be retained by the Seller. In case of refusal of delivery for any reason whatsoever, the goods will be returned to the sender, the order will be considered cancelled by the Buyer, and the Buyer will pay a lump sum for damages to the Seller corresponding to 50% of the amount of the order plus transportation costs in addition to any deposit paid.

The delivery and/or collection lead-times are provided for information only; should these lead-times not be respected, the Buyer shall in no way be entitled to damages or deductions, or to cancel the order. In addition, these lead-times are subject to the timely receipt by the Seller of all items to be provided by the Buyer.
In case of delays in shipping, no deletion or cancellation of an order may be considered valid if it is not preceded by a formal notice by registered letter from the Buyer. On receipt of this notice, the Seller reserves the right to ship for a period of 30 days.
The goods always travel at the risk and peril of the Buyer even if the sale is carriage paid.
In case of damage, theft, total or partial loss, it is up to the Buyer to express any reservations to the carrier and make any claims.
These reservations must be further confirmed in writing within five days of delivery by registered letter with acknowledgement of receipt.
The delivery time indicated when recording the order is provided for information only and is in no way guaranteed.
Consequently, any reasonable delay in delivery of the products will not entitle the Buyer:
- to damages;
- to cancel the order.

Payment for the orders may be made:

• Either by cheque (France only)
• Or by credit card
• Or against reimbursement (France only)
• Or by bank transfer (bank charges are borne by the payer)

No orders will be delivered without an advance payment.

Products of the Seller are deemed compliant and certified accordingly by the Buyer ex works of the Seller - as stipulated in Article 7, or any place designated for this purpose by the Seller. Any return of a Product may be made without the written consent of the Seller (materialized by a return slip filled in by the Seller and shipped to the Buyer). Any claim by the Buyer, whether under the guarantee of compliance or the guarantee against hidden defects, must be substantiated and if necessary accompanied by all supporting documents concerning the defective nature of the Product(s) in dispute. If the claim is substantiated, the Buyer and Seller will agree on an appointment on the storage site of the disputed Product(s), so that a detailed inspection in the presence of both Parties can be carried out. If, after the inspection, the Seller considers the claim to be founded, the Seller shall pay for the repair or replacement as the Seller deems fit, and the return of the repaired or replaced Product(s), and will refund the return costs initially incurred by the Buyer.

In any event, the return of the Product(s) - subject to the prior approval of the Seller as defined above - is subject to the following:
the Products covered by the return were supplied to the Buyer by the Seller and the Buyer can substantiate the origin of that purchase.
The Buyer has the original packaging of the Products covered by the return and is able to return such packages to the Seller.
The Buyer supports the costs and risks associated with returning the Product(s) covered by the aforementioned return.
Pending such agreement - the Product must be kept available for the Seller in the Buyer's premises. Acceptance by the Seller of the return of a supposedly defective Product shall not be considered as recognition of the Seller's liability for same. Any Product returned without the consent of the Seller shall be held available for the Buyer and will not lead to the issuance of a credit note.
The Buyer shall take all and any measures required to avoid aggravating the defect found by the Buyer - non-compliance with this condition excludes any liability action taken against the Seller.
Given the diversity of situations encountered in this respect, the method of delivery for the Products will be defined in the contract of sale and, as such, will figure in the order confirmation document issued by the Seller. Unless otherwise specified and expressly accepted by the Seller, the Products are delivered EX WORKS (Incoterms 2010). In addition, the Buyer is responsible for:
- taking possession (loading / unloading) at the place and on the date and time agreed for the Product(s) covered by the order and to check their compliance with the order (condition, quantity, quality of the Products and more generally the compliance of the Product(s) delivered with the content of the order concerned);
- to report on receipt of the Product(s) any anomaly concerning them (in particular by indicating the Buyer's written reservations on the document in which the carrier requests the Buyer to discharge it for the shipment) by producing any evidence needed to demonstrate said anomalies;
- to confirm the anomalies - regardless of the reservations to be made as appropriate to the carrier in accordance with the currently applicable regulations - to the Seller by registered letter with acknowledgement of receipt within three days of receiving these Products. The Buyer is responsible for substantiating the defects or anomalies.

ART 6:

Products whose sale is governed by the present General Terms of Business are sold with the express reservation of ownership, the Seller expressly subordinating the transfer of their ownership to completed payment of the price in full. It is understood that the mere delivery of an instrument creating an obligation to pay, such as a bank draft or other, does not constitute payment under this clause, the initial amount receivable by the Seller from the Buyer remaining with all the safeguards attached to it, including the retention of title until said commercial paper has actually been paid in accordance with these General Terms of Business. The above provisions shall not impede, upon delivery of the Products (as defined by these General Terms of Business), the transfer to the Buyer of the risks of loss or damage to the goods covered by the retention of title clause as well as any damage they may cause. The Buyer shall take out insurance covering all risks arising from the delivery of the Products. With regard to Products for which payment has not been made, the Buyer shall continuously ensure that they are stored in conditions consistent with the storage conditions specified in the technical manuals for the Products, are identified as Seller's property and in particular may not be confused or be subject to a claim by third parties. Products in stock are presumed to be unpaid. The Buyer shall not proceed with any transformation, incorporation or modification of any kind concerning the Products until the price has been paid in full. The Buyer further agrees not to pledge or transfer ownership of the Products as collateral in any form whatsoever. The Products may, at any time and without need of prior warning, be taken back - at the expense of the Buyer - by the Seller in case of breach of contract by the Buyer - without prejudice to the payment to the Seller of any damages in this respect. The Seller and its carrier will therefore be allowed to enter the premises of the Buyer to remove the Products covered by the retention of title clause. This procedure is not exclusive of other legal action or proceedings that the Seller may decide to instigate. In case of resale by the Buyer of Products covered by the order in question, it undertakes - at Seller's option - to immediately pay the balance of remaining price due to the Seller or to take all and any measures (which must first be brought to the knowledge of the Seller and obtain the latter's agreement) required to protect the interests of the Seller.

ART 7:

7.1 The Seller takes the greatest care to ensure the satisfactory quality of its Products which are covered by the legal guarantees of the manufacturers in the sector, the Buyer assuming all the risks and liability resulting from the resale, use, or implementation of the Products, whether alone or in combination with others. This warranty is therefore granted under the explicit reservation that the Products by the Buyer or the sub-purchasers of Products be used carefully and in a manner consistent with their purpose. In compliance with the legal provisions, the Products are covered by the legal guarantee of compliance and the legal guarantee against hidden defects caused by faulty material, design or manufacture affecting the Products and making them unfit for use.
7.2 As a professional, the Buyer acquires said Products knowingly, being fully aware of the characteristics, effects, reactions, and changes in the Products purchased from the Seller. The information for the Buyer is further detailed by the technical documents made available by the Seller describing the features and performance characteristics of the Products and the conditions applicable to their packaging, conservation and use. The Buyer is therefore solely responsible for the choice, employment, utilization and suitability of the Products ordered with respect to the needs of the Buyer and, in particular, to the conditions under which such Products must be stored and used. Therefore, apart from manufacturing defects affecting the Products covered by the order, the Seller shall not be held liable in this respect. In particular, the Seller shall therefore be totally exempt from any liability related to: - The unsuitability of the Products covered by the order with the needs of the Buyer - Use by the Buyer of the Products covered by the order in a context not corresponding to the features, performance characteristics or conditions for use of the Products.
7.3 The sole obligation of the Company under the warranty is limited to replacement or repair, as it shall deem fit, of the Product(s) recognized as being defective by those in charge of inspecting the disputed Product, excluding the repair of any other direct or indirect damage, whether it be of a personal, tangible or intangible nature, in particular any operating loss or loss of use, and any loss of earnings suffered by the Customer or its assigns, or any sub-purchaser of said Product.

ART 8:

Any obligation of the Seller will be automatically suspended in case of force majeure, fortuitous event, due to a third party or any other event not attributable to the Seller (including but not limited to a reduction or shutdown in production of the supply, interruption of communications or transport means, climatic events such as storms, cyclones, etc.), with mere information by the Seller to the Buyer of the existence of the event in question and the foreseeable duration of the suspension of its obligations. If the duration of the event lasts more than 90 days, either Party may rightfully terminate the contract of sale simply by notifying the other Party.
As such, force majeure means any external, unforeseeable and overwhelming event within the meaning of Article 1148 of the French Civil Code of Law.

ART 9:

Any dispute concerning the interpretation and/or implementation of these General Terms of Business shall be subject to French law.
Failing an amicable resolution, the dispute will be brought before the Commercial Court of the Seller's place of residence.

Should the General Terms of Business be translated into a foreign language, the French language version shall prevail over any other translation in case of dispute, litigation, difficulty of interpretation or implementation of the General Terms of Business and more generally concerning the relations between the Parties.