General Terms and Conditions of Sale of Guardtex effective from January 1, 2019 – updated 01/01/2021

Article 1 – Scope of application

The purpose of these general terms and conditions is to define the conditions under which GUARDTEX ("The Supplier") provides its products to the clients hereinafter referred to as ("The Buyers" or "The Buyer") who request them, via the website, through direct contact, or via a paper medium.

Our sales are subject to these general conditions, which take precedence over any document from the Buyer, including any purchasing conditions, unless we have given a formal and express waiver.

Any order placed implies the unconditional acceptance by the Buyer and their full and entire agreement to these general terms and conditions of sale, except for specific conditions granted in writing by our company to the Buyer prior to the order.

Any document other than these general terms and conditions of sale, including catalogs, brochures, advertisements, and manuals, has only an informative and indicative value and is not contractual.

If any clause of these terms and conditions were to change, or to be considered null and void following a change in legislation, regulation, or 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 custom-made products on demand.
Which corresponds to a quote form filled out by the client
or
Which are already designed but, due to the color choice offered to the buyer, are manufactured on demand and considered as custom-made products.
Or
Which are subject to a price proposal because the product will be specifically designed for the client.

Guardtex is committed to providing the customer with a product that complies with the description given on its website or on its quote, if a quote is provided. Only the description is binding. The actual product may vary from the description in the following cases: since innovation is a driving force at Guardtex, the quality of the materials used and the manufacturing process may be improved positively for the buyer. Each product is made individually, and even though manufacturing techniques are standardized, men and women remain at the heart of the assembly process, and each product carries the DNA of the technician who assembled it.
When the product is advertised as compatible with a boat model, Guardtex commits to ensuring that it is.
Compatible means adapting to the original device and not identical to the original part.
The photo serves as an illustration but does not commit to the actual production. Nevertheless, Guardtex provides the most representative images of the manufactured product, which will in most cases accurately reflect the item. Guardtex draws the customer's attention to the fact that colors may vary depending on the type of computer equipment used (screen color management).
The use of the expression "Compatible with boats" [référence du modèle précis du bateau] The "brand A" effectively constitutes the only way to provide the public with clear and comprehensive information about this destination.
This use is made "in accordance with honest practices in industrial or commercial matters," without suggesting that there is a commercial link between Guardtex and the trademark holder" (CJEU, 17 March 2006, The Gillette Company and Gillette Group Finland Oy v. LA-Laboratories Ltd Oy, C-228/03).

Article 3 - Rates

Prices are indicated in euros, all taxes included (TTC); French VAT applicable at the time of the order.
For any delivery outside French territory, the provisions set out in the general tax code regarding VAT will apply, and any customs duties or local taxes will be the responsibility of the buyer.
Guardtex products have the preferential EEA origin "France" and can therefore benefit from customs agreements between France and third countries.
In the case of a quotation, the price includes the cost of the items according to the information provided by the buyer, with factory departure.
The transportation costs are provided upon the buyer's request, who specifies the desired delivery location.
This price may be subject to revision if the final manufacturing information does not correspond to the information that was provided for the quote.
The invoiced price is the final total price, including the price of the items corresponding to the latest quote provided, as well as the shipping costs if the delivery location was not communicated at the time of the quote or if it has changed to a more expensive destination.
In the case of an online order, the billed price corresponds to the price of the items and the transportation according to the indicated delivery location.

Article 4 – Order

For orders placed online, customers are required to check the box indicating acceptance of the entirety of these General Terms and Conditions of Sale, which constitute proof of the sales contract.
The order will only be definitively confirmed once full payment has been received.
For orders following the submission of a price offer, the order will only be definitively confirmed once full or partial payment (deposit) has been received. Guardtex reserves the right to refuse an order, particularly in the following cases:
- Reasons related to supply
- Reasons related to the non-adaptation of the ordered product to the buyer's device
- Non-receipt of payment
- Any other reason within the framework of the applicable regulations
In the event of an order refusal, Guardtex will fully refund the amounts received and will inform the customer by any means at its disposal.
Any modifications requested by the Buyer can only be taken into account, within the Supplier's capabilities and at its sole discretion, if they are requested in writing before the start date of design and/or manufacturing. This will result in the Buyer signing a specific purchase order and the possible adjustment of the price.

Article 5 - Payment

Different payment methods are offered to the customer: credit card, bank transfer, check. Any order for which payment has not been received and/or validated will not be processed. No discount will be granted by Guardtex for cash payment. Guardtex reserves, until full payment of the price by the Buyer, a right of ownership over the products sold, allowing it to take back possession of said products. Any deposit paid by the Buyer will be retained by Guardtex as a fixed compensation, without prejudice to any other actions it may be entitled to take against the Buyer as a result.

Article 6 - Delivery

The products ordered are shipped to the address provided by the customer in their order.
If the address provided by the customer contains an error preventing the delivery of the product, an additional fee will be charged to the customer for a new delivery.
The Buyer is required to verify the number and apparent condition of the packages upon delivery. If the packaging is damaged, the customer must open the package and specify precise reservations regarding the consequences on the condition of the product (for example: "torn packaging causing a tear on the canvas") on the delivery receipt in the presence of the delivery person.
Statements such as "subject to unpacking" have no legal value.
Under no circumstances will a dispute be accepted upon unpacking after delivery and the departure of the delivery person.
The buyer must ensure that the receipt is correctly filled out with the driver and must send us a copy of it along with a letter explaining the issues encountered within 3 working days.
Regarding the delivered products, in the absence of express reservations made by the Buyer following unpacking, the Products delivered by Guardtex will be deemed to conform in quantity and quality to the order.
The Buyer will have a period of 10 calendar days from the delivery and receipt of the ordered products to submit, in writing by registered letter, such reservations to Guardtex. No claim will be validly accepted if the Buyer fails to comply with these formalities. Guardtex will replace, as soon as possible and at its own expense, the delivered Products whose non-conformity has been duly proven by the Buyer.

A delivery problem and/or product damage and/or missing parts does not allow an order to be canceled if Guardtex is able to provide a solution within 30 calendar days. Beyond that, the customer may request a refund for their order.
In the event of withdrawal by the buyer, delivery is deemed to have been made at the moment the buyer was informed that the goods are available for collection. If the buyer does not take possession of the goods within the agreed timeframe, Guardtex has the right to revise the price or cancel the sale.

Article 7 – Delivery Times

Orders are processed as quickly as possible and no later than within a maximum period of 30 calendar days from the day following the day the customer submitted their order to Guardtex, provided that all necessary information for manufacturing has been communicated and payment has been made. A specific timeframe applies to orders requiring design; this timeframe is communicated to the buyer by us upon receipt of their online order or when the quote is prepared.
In case the period between the order and the shipment of the product exceeds 30 days (except for custom-designed products), and this delay is not due to a force majeure event, the customer has the option to terminate the contract by sending an email to contact@sellerie-nautique.com.
The contract is considered terminated upon Guardtex's receipt of the email in which the client informs them of their decision.
The amounts paid at the time of order will be refunded within a maximum period of 30 working days from the exercise of the right by the customer.
In the event of product unavailability after placing the order, the customer will be informed by email and/or by phone of the options available to them, including the option to cancel their order.
If the payment was made at the time the information about the product's unavailability was provided, Guardtex will refund the customer the amounts owed, by check or bank transfer as soon as possible and no later than 30 days from the date of notification of the unavailability of the originally ordered product.

Article 8 – Transfer of Ownership

The transfer of ownership of the Products to the Buyer will only take place after full payment of the price by the Buyer, regardless of the delivery date of the said products. The handing over of a negotiable instrument creating an obligation to pay (such as a bill of exchange or other) does not constitute payment within the meaning of this clause.
These provisions do not prevent the transfer to the buyer, upon delivery, of the risks of loss and deterioration of the goods sold as well as any damage they may cause.

Article 9 - Return

Without our prior written consent, no returns will be accepted.
Any claim for defects must be notified to us in writing no later than 10 business days after receipt of the goods. The return will be made with postage paid by the customer and within a maximum period of 8 days after acceptance of the return by us.
The return of a standard item will be carried out at the invoiced price minus 15%.
All custom-made products, that is to say those related to a measurement sheet, a design, a personalized manufacture with a color chosen by the customer, or with a marking chosen by the customer, are made to order. These products are therefore neither refundable nor exchangeable and do not grant the right to a withdrawal period, in accordance with the provisions of Article L 121-20 of the Consumer Code, which stipulates that withdrawal is specifically excluded (Article 121-20.2, 3rd paragraph) for contracts for the supply of goods that are clearly personalized or made according to the consumer's specifications.

Article 10 - Warranty

The products delivered by Guardtex are covered by a contractual warranty lasting TWELVE (12) months from the date of shipment, covering non-compliance of the products with the order and any hidden defects arising from a material, design, or manufacturing flaw affecting the delivered products and rendering them unfit for use.
Guardtex does not cover damage and wear resulting from a modification, adaptation, or special, abnormal, or improper installation of its products.
Any warranty is excluded in case of misuse, negligence, or lack of maintenance by the Buyer, as well as in case of normal wear and tear of the product or force majeure.
More precisely, ARE NOT COVERED:
- imperfections such as marbling, embossing, creases, caused by handling during the manufacturing of the product or its installation ;
- Defects resulting from aging and normal wear of the fabric ;
- The consequences of installation, environmental, or usage conditions that do not correspond to normal conditions, professional practices, or the intended use of the product,
- The repair of damage or defects on products resulting from accidents or negligence not attributable to Guardtex or resulting from force majeure.
ARE EXPRESSLY EXCLUDED, IN PARTICULAR, ALL DAMAGES CAUSED BY:
- In the absence of maintenance or when using inappropriate products or tools: detergents, chemicals, or solvents must not be used, nor scrapers or other instruments that could damage the surface ;
-    to lightning or unusual weather or environmental conditions;
-    to atmospheric or phytosanitary pollution ;
- to animal dirt ;
- due to assembly defects, user operation errors, splashes of various products, snagging of objects on the fabric, falling objects, impacts, maritime accidents, vandalism, cigarette burns or others, fire.
- to a modification, repair, or integration made by the customer
In order to assert their rights, the Buyer must, under penalty of forfeiture of any related action, inform the Supplier in writing of the existence of defects within a maximum period of 10 days from their discovery.
Any return of merchandise must be subject to our prior and express agreement. The costs and risks of the return are the responsibility of the buyer, unless otherwise agreed by our company.
Any merchandise returned without such an agreement will be held at the buyer's risk for a maximum period of 10 business days and will not result in the issuance of a credit note. After this period, our company will be free to dispose of these goods as it sees fit.
Any complaint reported within the specified time limits and recognized as justified will entitle the buyer to the repair or replacement at our expense of non-compliant or missing items, excluding any compensation or damages of any kind, and in particular excluding any reimbursement of costs (labor, disassembly, reassembly, on-site transport, or others...) and will not have the effect of extending the warranty period set forth above.
The claim made under the conditions and according to the procedures described in this article does not suspend the buyer's payment for the goods concerned.
The buyer is solely responsible for the final use of the product. The buyer is solely responsible for the suitability of the products for the intended use.

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, results from:
- a case of force majeure, within the meaning of Article 1218 of the Civil Code, for example: disruptions, total or partial strikes (notably of postal services and means of transport and/or communications), flooding, fire, accidents, administrative decisions, wars, natural disasters, riots, attacks.

- or related to the use of the Internet network, such as a service outage, the presence of computer viruses, and external intrusions.

Article 12 - Intellectual Property

All technical study documents provided to our clients remain our exclusive property. The buyer agrees not to use them in any way that could infringe upon the industrial or intellectual property rights of our company and not to disclose them to any third party.
The customer buys a product and not the associated property rights.
Guardtex sells the rights to use the study associated with the production of a unique product. If the study results in the product being reproducible by a third party, Guardtex will be entitled to charge for the use of its study either to the third party or, failing that, to the client.

Article 13 - Disputes - Jurisdiction Assignment

These General Terms and Conditions of Sale are subject to French law. The competent court in the event of a dispute will be that of the defendant's place of residence or, at the plaintiff's choice, the place of actual delivery of the product.
The consumer is informed of the possibility of resorting, in case of dispute, to 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 ARISING FROM IT MAY GIVE RISE, CONCERNING THEIR VALIDITY, INTERPRETATION, EXECUTION, RESOLUTION, CONSEQUENCES, AND FOLLOW-UPS, SHALL BE SUBMITTED TO THE COURT OF PARIS.
The allocation of jurisdiction is general and applies whether it concerns a main claim, an incidental claim, a substantive action, or summary proceedings.

Article 14 - Applicable Law - Language of the Contract

By express agreement between the parties, these General Terms and Conditions of Sale and the purchase and sale transactions arising therefrom are governed by French law.
They are written in French. In the event that they are translated into one or more languages, only the French text shall prevail in case of dispute.

Article 15 - Personal Data

Each order involves Guardtex collecting the customer's personal data, including the email address, through which the customer receives an order confirmation. This personal data is used only within the scope of Guardtex's transactions and offers, and Guardtex does not intend to transfer or disclose this data to third parties.
The processing of personal data carried out by Guardtex has been declared to the CNIL under number 1400001.

In accordance with Law No. 78-17 of January 6, 1978, as amended by Law No. 2004-801 of August 6, 2004, the client has the right at any time to access, oppose, and rectify personal data concerning them.
To exercise this right, the client will send their request either by email to the address contact@sellerie-nautique.com either by mail to the following address: Guardtex, ZA Kerollaire Nord, 18 Rue de Govéan - 56370 SARZEAU, FRANCE, clearly specifying: your email address, last name, first name, and address.