ARTICLE 1 - Scope of Application

In accordance with article L 441-1 of the French Commercial Code, these General Terms and Conditions of Sale form the sole basis of the commercial relationship between the parties.

Their purpose is to define the conditions under which the MAESTRO KNITTING Group (hereinafter the “Supplier”) supplies the following products to professional Purchasers (hereinafter referred to as “Purchasers” or the “Purchaser”) who request them, by direct contact or via a paper medium: knitted garments and accessories (middle/top of the range) (hereinafter referred to as the “Products”).

They apply without restriction or reservation to all sales made by the Supplier to Purchasers in the same category, regardless of any clauses that may appear in the Purchaser’s documents, and in particular its general terms and conditions of purchase.

In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Purchaser who requests them, to enable them to place an order with the Supplier.

They are also communicated to any distributor prior to the conclusion of a single agreement as referred to in articles L 441-3 and seq. of the French Commercial Code, within the legal deadlines..

All orders for Products imply acceptance by the Purchaser of these General Terms and Conditions of Sale.

Information concerning the Supplier’s prices is provided for informational purposes only and may be revised at any time. The Supplier reserves the right to make any changes it deems necessary..

They will remain in force until 31st December 2029.

These General Terms and Conditions of Sale shall be given without delay to any Purchaser who so requests.

ARTICLE 2 - Orders - Prices 

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Sales are only valid once the Purchaser’s order has been expressly accepted in writing by the Supplier, who will ensure in particular the availability of the products requested, indicated by the issue of an invoice by the Supplier.

Orders must be confirmed in writing, by means of an order form duly signed by the Purchaser.

The Supplier has means of control (including acceptance and confirmation facilities) enabling the Purchaser to order the products as quickly and conveniently as possible.

Acceptance of the order is confirmed by e-mail. The data recorded in the Supplier’s computer system constitutes proof of all transactions concluded with the Purchaser.

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In the event of cancellation of an order by the Purchaser more than 72 hours after its acceptance by the Supplier, for any reason whatsoever other than force majeure, a sum corresponding to 50%  of the total price excluding VAT of the Services shall be retained by the Supplier and invoiced to the Customer, by way of damages, as compensation for the loss thus suffered.

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The products are supplied at the Supplier’s prices in force on the day the order is placed and, where applicable, in the specific commercial proposal sent to the Purchaser. These prices are firm and non-revisable during their period of validity, as indicated by the Supplier.

These prices are net and exclusive of VAT, ex works and packaging included. They do not include transport, nor any customs, duties and insurance, which remain the responsibility of the Purchaser. Where transport is provided by the Supplier, this service will be invoiced to the Purchaser in addition.

Special pricing conditions may be applied depending on the specific features requested by the Purchaser initially or after the order, particularly with regard to special features of the product(s), delivery terms and deadlines, or payment terms and conditions. The Supplier will then send the Purchaser a special commercial offer.

ARTICLE 3 - Terms of Payment

The price is payable in full and in a single instalment within 30 days of delivery, as defined in the “Deliveries” article below, agreed between the Purchaser and the Supplier during the commercial negotiations. This period will be stated on the invoice sent to the Purchaser.

Payments made by the Purchaser will only be considered final once the Supplier has effectively received the sums due.

In the event of late payment and payment of the sums due by the Purchaser beyond the deadline set out above, and after the payment date indicated on the invoice sent to the Purchaser, late payment penalties calculated at the ECB rate of 15% of the amount inclusive of tax of the price indicated on the said invoice, shall be automatically and rightfully collected by Supplier, without any formality or prior formal notice.

In the event of non-compliance with the payment terms set out above, the Supplier also reserves the right to suspend or cancel the delivery of orders in progress on the part of the Purchaser.

Except with the Supplier’s express, prior and written agreement, and provided that the reciprocal receivables and debts are certain, liquid and due, no compensation may be validly made between any penalties for late delivery or non-conformity of the products ordered by the Purchaser on the one hand, and the sums owed by the Purchaser to the Supplier for the purchase of said products, on the other.

Lastly, a fixed indemnity for collection costs of 40 euros will be payable by the Purchaser, ipso jure and without prior notice, in the event of late payment. The Supplier reserves the right to ask the Purchaser for additional compensation if the recovery costs actually incurred exceed this amount, on presentation of supporting documents.

The Supplier reserves, until full payment of the price by the Purchaser, a right of ownership over the products sold, allowing it to repossess said products. Any deposit paid by the Purchaser shall remain the property of the Supplier by way of lump-sum compensation, without prejudice to any other actions that the Supplier may be entitled to bring against the Purchaser as a result.

On the other hand, the risk of loss and deterioration will be transferred to the Purchaser upon delivery of the products ordered.

The Purchaser therefore undertakes, at its own expense, to insure the products ordered, in favour of the Supplier, by means of an ad hoc insurance policy, until full transfer of ownership and to provide proof thereof to the Supplier upon delivery. Failing this, the Supplier shall be entitled to delay delivery until such proof has been provided.

No discount will be applied by the Supplier for payment within a period shorter than that stated in these General Terms and Conditions of Sale.

ARTICLE 4 - Delivery

The Products purchased by the Purchaser will be delivered within the period stated on the order form, as from receipt by the Supplier of the corresponding order form duly signed and accompanied by the amount of the deposit due on that date.

This period does not constitute a strict deadline and the Supplier may not be held liable to the Purchaser in the event of a delay in delivery not exceeding 14 days.

The Supplier may not be held liable in the event of a delay or suspension of delivery attributable to the Purchaser, third party suppliers or in the event of force majeure. The Supplier is dependent on compliance with the delivery dates of its own suppliers. Consequently, it cannot be held responsible for delays in delivery caused by its own suppliers.

Delivery will be made to the “Place of delivery” by handing over the Products directly to the Purchaser, with the Products travelling at the Purchaser’s risk.

Delivery and handover of the Products may take place at any other place designated by the Purchaser, subject to 7 days’ notice, at the Purchaser’s sole expense.

Likewise, in the event of special requests from the Purchaser concerning the packaging or transport conditions of the Products ordered, duly accepted in writing by the Supplier, the related costs will be the subject of specific additional invoicing.

The Purchaser is obliged to check the apparent condition of the products on delivery. In the absence of reservations expressed by the Purchaser at the time of delivery, the Products delivered by the Supplier shall be deemed to conform to the quantity and quality ordered.

The Purchaser shall have a period of 30 days from the date of delivery and receipt of the Products ordered to express such reservations in writing to the Supplier.

No claim will be validly accepted if the Purchaser fails to comply with these formalities.

The Supplier will replace, as soon as possible and at its own expense, the Products delivered whose lack of conformity has been duly proven by the Purchaser.

ARTICLE 5 - Transfer of Ownership - Transfer of Risks

5-1. Transfer of Ownership

The transfer of ownership of the Products to the Purchaser will only take place once the price has been paid in full by the Purchaser, regardless of the date of delivery of the Products.

5-2. Transfer of Risks

The transfer to the Purchaser of the risks of loss and deterioration of the Products will take place upon delivery and receipt of said Products, independently of the transfer of ownership, regardless of the date of the order and payment thereof.

ARTICLE 6 - Supplier’s Liability - Guarantee

The products delivered by the Supplier are covered by legal guarantee, covering the non-conformity of the products with the order and any hidden defect, resulting from a material, design or manufacturing fault affecting the products delivered and rendering them unfit for use.

The warranty forms an inseparable whole with the Product sold by the Supplier. The Product may not be sold or resold altered, transformed or modified.

This warranty is limited to the replacement or reimbursement of products that do not conform or are affected by a defect.

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.

In order to exercise its rights, the Purchaser must, on pain of forfeiture of any action relating thereto, inform the Supplier in writing of the existence of the defects within a maximum of 48 hours of their discovery.

The Supplier will replace or have repaired the Products or parts under warranty that are found to be defective. This guarantee also covers labour costs.

The replacement of defective Products or parts will not have the effect of extending the duration of the above-mentioned guarantee.

Lastly, the warranty does not apply if the Products have been subjected to abnormal use, or if they have been used in conditions other than those for which they were manufactured, in particular in the event of non-compliance with the conditions prescribed on the maintenance label.

Nor does it apply in the event of deterioration or accident resulting from impact, dropping, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.

ARTICLE 7 - Intellectual Property

The Purchaser retains all industrial and intellectual property rights relating to the Products, photos and technical documentation which may not be communicated or executed without its written authorisation.

The Supplier retains all ownership and confidentiality rights related to the know-how concerning the manufacturing of the Products, including all rights associated with the protection of trade secrets.

ARTICLE 8 - Personal Data

In general, the parties undertake to comply with the European General Data Protection Regulation n°2016/679/EU of 27 April 2016, which came into force on 25 May 2016 and is immediately applicable on 25 May 2018 (hereinafter the “GDPR”), the French Data Protection Act n°78-17 of 6 January 1978 as amended, its future implementing decrees or orders, as well as the deliberations and decisions of the Commission Nationale de l’Informatique et des Libertés and the guidelines of the European Data Protection Committee (formerly G29) (hereinafter together referred to as the “Regulations”).

The parties guarantee that they present sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the data processing carried out as a result of the performance of the Contract meets the requirements of the Regulations and guarantees the protection of the rights of the persons concerned.

In accordance with Article 32 of the GDPR, the parties undertake to take all appropriate technical and organisational measures to protect the security of personal data and in particular to prevent it from being distorted, damaged or communicated to unauthorised persons.

ARTICLE 9 - Compulsory Performance In Kind

In the event that either of the Parties fails to fulfil its obligations, the Party that is the victim of the default has the right to request the forced performance in kind of the obligations arising from the present Terms and Conditions. Notwithstanding the provisions of article 1221 of the Civil Code, the creditor of the obligation may pursue this forced performance after a simple formal notice, sent to the debtor of the obligation by letter with acknowledgement of receipt, which has remained unsuccessful, whatever the circumstances and even if there is a manifest disproportion between its cost for the debtor, in good faith, and its interest for the creditor.

In the event of non-performance of any of the obligations incumbent on the other Party, the Party that is the victim of the default may request the termination of the present contract in accordance with the terms and conditions set out in the "Termination" article.

ARTICLE 10 - Exception of Non-Performance

Pursuant to article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party does not perform its obligation and if this non-performance is sufficiently serious, i.e. likely to jeopardise the continuation of the contract or fundamentally disrupt its economic equilibrium. The suspension of performance will take effect immediately, on receipt by the defaulting Party of the notice of default sent to it to this effect by the Party that has suffered the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default observed, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of posting.

This exception for non-performance may also be used as a preventive measure, in accordance with the provisions of article 1220 of the French Civil Code, if it is apparent that one of the Parties will not perform its obligations on the due date and that the consequences of this non-performance are sufficiently serious for the Party that is the victim of the default.

This option is used at the risk and peril of the Party taking the initiative.

The suspension of performance will take effect immediately, upon receipt by the Party presumed to be in default of the notification of the intention to apply the exception of preventive non-performance until such time as the Party presumed to be in default performs the obligation in respect of which a future breach is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of posting.

However, if the impediment is definitive or lasts for more than thirty (30) days, this contract will be purely and simply terminated in accordance with the terms and conditions set out in the “Termination” article for failure by a party to fulfil its obligations article.

ARTICLE 11 - Force majeure

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, is due to force majeure, pursuant to article 1218 of the French Civil Code, or from exceptional health or climatic hazards beyond the control of the Parties.

The Party noting the event must immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.

Performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed thirty (30) days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by an extrajudicial act. If the impediment is definitive or exceeds a period of thirty (30) days, these terms and conditions shall purely and simply terminated in accordance with the terms and conditions set out in article “Termination due to force majeure”.

During this suspension, the Parties agree that the costs generated by the situation will be borne by the prevented party.

ARTICLE 12 - Termination of the Contract

12-1 - Termination for Non-Performance of a Sufficiently Serious Obligation

The defaulting Party may, notwithstanding the clause Termination for failure by one Party to fulfil its obligations set out below, in the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, notify the defaulting Party by letter with acknowledgement of receipt of the wrongful termination of the present contract, 15 days after a formal notice to perform has been sent without result, in application of the provisions of article 1224 of the French Civil Code.

12-2 - Termination for Force Majeure

Termination by operation of law for reasons of force majeure may only take place, notwithstanding the clause Termination for failure by a party to fulfil its obligations set out below, 15 days after formal notice has been sent by registered letter with acknowledgement of receipt or by any extrajudicial act.

However, this formal notice must state the intention to apply this clause.

12-3 - Provisions Common to Cases of Termination

It is expressly agreed between the Parties that the debtor of an obligation to pay under the terms hereof shall be validly put in default by the mere fact that the obligation is due, in accordance with the provisions of article 1344 of the French Civil Code.

In any event, the wronged Party may apply to the courts for the award of damages.

ARTICLE 13 - Disputes

Prior to any legal action being taken by one party against the other, the parties undertake to use their best endeavours to find an amicable solution to any dispute arising in connection with the performance of these general terms and conditions of sale.

If the dispute is not resolved within thirty (30) days of the start of the amicable procedure or if one of the parties refuses to participate, the dispute may then be brought before the Commercial Court of Paris by the most diligent party.

ARTICLE 14 - Applicable Law - Language of the Contract

These general terms and conditions of sale and the transactions arising from them are governed by French law.

They are written in French. If they are translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

ARTICLE 15 - Acceptance by the Purchaser

These general terms and conditions of sale, as well as the attached price lists and scales of discounts and rebates, are expressly approved and accepted by the Purchaser, who declares and acknowledges that they are fully aware of them, and therefore waives the right to rely on any contradictory document, in particular their own general terms and conditions of purchase.