General terms and conditions of sale of the D'Yrsan company

1. Purpose and scope of application

These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") govern all contractual relations between the company D'Yrsan (hereinafter referred to as "D'Yrsan") and any individual or legal entity (hereinafter referred to as "the Customer") wishing to use its services in the fields of sewing, pattern making and the production of garments or other articles made to measure or in small series. The GCS apply to all orders placed with D'Yrsan, and any order implies the Customer's unreserved acceptance of these GCS. They comply with the provisions of the Civil Code and the Consumer Code (in particular articles L. 217-1 et seq. of the Consumer Code).

2. Quotation and order acceptance

Quotations issued by D'Yrsan are valid for 15 days from the date of issue. The order is considered firm and definitive only after written acceptance of the quotation by the customer, accompanied by payment of a deposit representing 50% of the total amount. Any request for modification of the initial quotation must be the subject of a written agreement between the parties. D'Yrsan reserves the right to refuse an order if it considers that the conditions for its execution are not met, or if the project presents technical or commercial specificities incompatible with its capacities.

3. Payment

Payment of the balance of the order is due upon delivery of the products, unless otherwise agreed in writing between D'Yrsan and the Customer.

Down payments

A deposit of 50% is due with the order. No production will begin until this deposit has been received.

Late payment penalties

In accordance with article L. 441-10 of the French Commercial Code, any delay in payment will automatically and without prior notice lead to the application of late payment penalties calculated at the legal rate in force, per day of delay.

Default of payment

In the event of non-payment of the balance by the agreed deadline, D'Yrsan reserves the right to suspend delivery of the products until full payment has been received. No refund of the deposit will be made if the Customer chooses not to finalize the order.

4. Customer communication and availability

The customer agrees to remain contactable throughout the order process in order to facilitate progress and to respond quickly to questions or decisions to be made by D'Yrsan. If the customer does not respond to D'Yrsan's requests within a reasonable period of time (3 working days), this may result in a delay in production, for which D'Yrsan cannot be held responsible. The customer must also provide precise information on his or her preferences regarding fabrics, accessories and finishes when the pattern is ready. This cooperation is essential to ensure that the project runs smoothly.

5. Choice of fabrics and supplies

Once the pattern has been validated, the Customer is obligated to provide the fabrics and supplies necessary for the garment, or to select these items from the catalog offered by D'Yrsan. In the event that the Customer does not supply the fabrics within a reasonable period of time after validation of the pattern, D'Yrsan reserves the right to select appropriate fabrics and supplies in order to finalize the prototype or the realization of the product. The fabrics and supplies thus selected by D'Yrsan will be invoiced to the Customer, without the latter being able to refuse payment of these additional costs, unless explicitly agreed otherwise in writing before the prototype is produced.

6. Prototype development and production costs

In the case of quotations for the development of prototypes, costs relating to fabrics, supplies, accessories and deliveries are the exclusive responsibility of the customer. D'Yrsan reserves the right to request payment of these costs from the start of the creation process, in addition to the service charges for the creation of the prototype. For mass production or any other final product, all costs (fabrics, supplies, accessories, handling, and deliveries) are also the exclusive responsibility of the Customer, unless otherwise stipulated in the quotation or in a specific contract concluded between the parties.

7. Delivery and transfer of risk

The delivery times mentioned in the quotation are given as an indication and may vary according to production constraints or external factors. D'Yrsan will do its utmost to meet the agreed deadlines, but cannot be held responsible for delays due to circumstances beyond its control (force majeure, supplier delivery delays, strikes, etc.). In accordance with article L. 216-2 of the French Consumer Code, the transfer of risks relating to the products takes place as soon as they are handed over to the carrier or, in the case of hand delivery, as soon as they are received by the Customer. The Customer must check the condition of the packages and products on receipt.

8. Storage of customer materials and supplies

In the case of orders requiring the use of large quantities of materials or supplies supplied by the customer, D'Yrsan may charge storage fees if these materials require significant storage space or special handling. The Customer will be informed of these charges when the order is accepted if the volume of materials exceeds a reasonable quantity for normal production. In accordance with articles L. 1915 et seq. of the French Civil Code, D'Yrsan cannot be held responsible for any deterioration of stored materials beyond the period necessary for their use, if these materials are particularly fragile or subject to specific constraints not communicated by the Customer.

9. Subcontracting and limitation of liability

D'Yrsan reserves the right to use subcontractors to carry out all or part of the services. By entrusting tasks to specialized subcontractors, D'Yrsan guarantees quality and compliance with its contractual commitments to the customer. However, the customer acknowledges that D'Yrsan cannot be held responsible for the actions or omissions of its subcontractors, except in the case of gross negligence on their part.

D'Yrsan's liability in respect of its subcontractors is governed by article L. 227-1 of the French Commercial Code, which limits the liability of the principal in the event of default or non-compliance by the subcontractor. In the event of a defect attributable to a subcontractor, D'Yrsan undertakes to find an amicable solution with the Customer (repair or replacement of products), but cannot be held liable for indirect or intangible losses (loss of sales, loss of opportunities). The customer also accepts that certain stages of production, such as cutting, assembly or embroidery, may be carried out by subcontractors without the need for prior notification.

10. Claims and returns

The customer is obliged to check the conformity of the products upon receipt. Any complaint concerning a lack of conformity or an apparent defect must be notified to D'Yrsan in writing within 14 days of delivery, in accordance with Articles L. 217-4 et seq. of the French Consumer Code. In the event of a justified complaint, D'Yrsan undertakes to replace or repair the defective products as soon as possible, to the exclusion of any other compensation or damages. D'Yrsan cannot be held liable if the defect results from the quality of the materials supplied by the customer or from inappropriate use of the products by the customer.

11. Non-conformity of raw materials

D'Yrsan works with materials supplied by the customer or chosen according to the customer's specifications. If the customer provides the raw materials or chooses specific materials, D'Yrsan cannot be held responsible for any non-conformity related to these materials. In accordance with Article L. 221-15 of the French Consumer Code, D'Yrsan cannot guarantee the quality of finished products if defects are directly attributable to the quality or condition of the materials supplied by the Customer.

12. Force majeure

D'Yrsan cannot be held responsible for delays or non-performance of its contractual obligations in the event of force majeure, in accordance with article 1218 of the French Civil Code. In particular, events such as strikes, fires, floods, natural disasters, supplier failures, etc. are considered as force majeure. In such cases, D'Yrsan will inform the Customer as soon as possible and propose a new delivery date.

13. Warranty

D'Yrsan guarantees that the products delivered conform to the specifications agreed in the quotation. However, this warranty is limited to the repair or replacement of items found to be defective, within a reasonable period of time, to the exclusion of any other form of compensation. The warranty does not apply in the event of deterioration due to inappropriate use, poor maintenance, natural wear or unauthorized interventions by D'Yrsan. The customer is solely responsible for the use and maintenance of the products after delivery.

14. Limitation of liability

D'Yrsan's liability is limited to the total amount of the order in the event of a dispute or proven loss, in accordance with article L. 110-4 of the French Commercial Code. Under no circumstances may D'Yrsan be held liable for indirect or immaterial losses suffered by the customer, such as loss of sales, loss of clientele, loss of opportunity or any other financial loss.

15. Product ownership

D'Yrsan retains full ownership of the products until full payment has been received from the customer, in accordance with article 2367 of the French Civil Code. In the event of non-payment on the agreed due date, D'Yrsan reserves the right to recover the products concerned, without prejudice to any other legal action aimed at obtaining payment of the sums due.

16. Jurisdiction and applicable law

These GCS are governed by French law. Any dispute relating to the interpretation or execution of these GCS shall be submitted to the exclusive jurisdiction of the Paris courts, even in the event of multiple defendants or third-party claims, in accordance with article 42 of the French Code of Civil Procedure. Prior to any legal proceedings, the parties shall endeavor to resolve any dispute amicably.

17. Acceptance of T&Cs

The placing of any order with D'Yrsan implies the express and unreserved acceptance of these General Terms and Conditions by the Customer, who declares that he has read them and accepts them in their entirety.