General Terms and Conditions of Sale applicable to orders placed with the company TS TEXTURE & DESIGN SARL

PREAMBLE

The General Terms and Conditions of Sale apply as of 13/03/2024 to orders placed by Customers for delivery worldwide. They cancel and replace all previous General Terms and Conditions of Sale.

The company TS TEXTURE & DESIGN SARL (hereinafter referred to as “TS TEXTURE & DESIGN SARL” or “Seller”) is managed by Mrs. Toyine Sellers and markets fabric and textile creations, carpets, and finished products such as cushions, throws, table sets, and bags, on the basis of which the original creations of TS TEXTURE & DESIGN SARL are developed (hereinafter referred to as “Products”).

1. IDENTITY OF THE SELLER

TS TEXTURE & DESIGN SARL

With a share capital of €5,000

Whose registered office is located at 2945 Route du Vercors, 38680 Auberives en Royans, FRANCE

Registered with the Trade and Companies Register of Grenoble under

Number: 817 916 497 00040

Phone: +33 9 67 30 68 08

Email: info@toyine.com

VAT number: FR 61817916497

Website: https://www.toyine.com/

2. OBJECT: APPLICATION AND SCOPE OF THE GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale (hereinafter “GTC”) aim to: i) define the terms of sale of the Products by TS TEXTURE & DESIGN SARL to any visitor/user of the website https://www.toyine.com/ (hereinafter “the Site”) as well as to any natural or legal person, the Consumer, Non-Professional, or Professional client (hereinafter referred to as “the Client”) who places an order (custom-made or for products presented on the website or by the Seller) with the Seller, and ii) govern all relations between the Seller and the Client (hereinafter referred to as “the Parties”) and the rights and obligations of the Parties arising from the sale of the Products offered by TS TEXTURE & DESIGN SARL.

A consumer is defined as “any natural person who is acting for purposes which are outside his trade, business, craft, or profession”.

A non-professional is defined as “any legal person who is not acting for professional purposes”.

A professional is defined as “any natural or legal person, public or private, who is acting for purposes relating to his trade, business, craft, or profession, including acting on behalf of another professional”.

These GTC apply to Clients of TEXTURE & DESIGN SARL, regardless of their category, unless specifically stated when certain conditions apply only to a category of clientele.

The GTC are made available to Clients on the Site and can also be communicated to them upon simple request by phone, email, or postal mail.

All requests for quotes and all orders imply full and unconditional acceptance of the GTC by the Client and bind them irrevocably and firmly.

The Client declares and acknowledges having read, understood, and accepted without reservation the GTC. Any other document than the GTC, including brochures, leaflets, advertisements, etc., including information published on the Site, is for indicative purposes only and is not contractual. In case of contradiction between these elements, the GTC prevail.

TS TEXTURE & DESIGN SARL reserves the right to update the GTC at any time. It is therefore the Client’s responsibility to always refer to the latest version of the GTC available on the site https://www.toyine.com/.

In case of modification, the applicable GTC are those in force at the date of acceptance of the quote.

The professional Client is deemed to accept the latest version of the GTC with each order. The consumer or non-professional Client must validate the applicable GTC for each order.

No special condition can, unless formally and in writing accepted by TEXTURE & DESIGN SARL, prevail over the General Terms and Conditions.

The Client can download the GTC by clicking here.

3. PRODUCTS

3.1 Description of the Products

TS TEXTURE & DESIGN SARL offers models of fabrics and textiles, carpets, and finished products such as cushions, throws, table sets, and bags, on the basis of which the original creations of TS TEXTURE & DESIGN SARL are developed, also offered for sale and can also be customized. These models of fabrics and textiles, carpets, and finished products such as cushions, throws, table sets, and bags, on the basis of which the original creations of TS TEXTURE & DESIGN SARL are developed, are those featured on the website http://www.toyinesellers.com, on the day of the Client’s visit, subject to availability, and those offered by the Seller by email, mail, or during appointments, always subject to availability and/or based on customization requests made by the Client. TS TEXTURE & DESIGN SARL reserves the right to withdraw Products from sale at any time.

In accordance with art. L.111-1 of the Consumer Code, any Product offered for sale on the site is subject to a description of its essential properties and characteristics on the page of the site dedicated to the Product so that the Client can be informed. It is recommended to refer to it before ordering.

3.2 Non-exclusive sale

TS TEXTURE & DESIGN SARL’s Products are not sold to the Client on an exclusive basis, unless expressly agreed by TS TEXTURE & DESIGN SARL and indicated in writing on the initial quote or invoice.

3.3 Non-contractual photographs and samples

TS TEXTURE & DESIGN SARL takes great care in presenting the Products on the website https://www.toyine.com, to comply with the requirements of Article L.111-1 of the Consumer Code. However, the photographs illustrating samples or Products are for indicative purposes only and are not part of the contractual scope.

Indeed, while every effort is made to ensure that the colors of the products whose photos are displayed on the Site are faithful to the original products, variations may occur, especially due to the technical limitations of color rendering of computer equipment. Furthermore, the colors of fabric and textile samples sent to the client, regardless of the means, are also subject to color variations depending on their availability. Likewise, the finished Product may also differ from the samples provided. Therefore, TS TEXTURE & DESIGN SARL cannot be held responsible for errors or inaccuracies in the photographs, graphic representations of the products, or samples presented on the website, by email, by mail, or by photographs presented during appointments.

3.4 Indicative lead times for the manufacture of Products

The manufacturing/execution lead times for the Products apply as follows, unless otherwise stated on the quote, and will be confirmed upon receipt of the deposit when issuing the pro forma invoice:

• 7 to 9 weeks for fabrics from receipt of the deposit
• 8 to 10 weeks for finished products (cushions and throws) from receipt of the deposit
• 11 to 13 weeks for carpets from receipt of the deposit and validation, if applicable, of a sample or schematic drawing requested by the Client

For more information on delivery times, the Client has the possibility to contact TS TEXTURE & DESIGN SARL by mail at info@toyine.com or by phone: +33 9 67 30 68 08.

4. ORDER

Any order will be the subject of a detailed quote proposed by TS TEXTURE & DESIGN SARL in accordance with the provisions of Article L221-5 of the French Consumer Code. The payment of the deposit agreed and indicated on the quote, by the Client to TS TEXTURE & DESIGN SARL constitutes acceptance of this quote and these GTC.

Any quote is valid for a period of 30 days.

4.1 Browsing within the site for remote sample requests

The Client can browse the site freely, without any obligation to make a purchase. It is the Client’s responsibility to ensure that they are using a browser that accepts cookies necessary for the proper functioning of the site.

Only product samples can be ordered online.

To request a sample of available products, the customer browses the online catalog on the website http://www.toyinesellers.com. By clicking on the image of the desired product, the customer is directed to a page with the product description and can click on the ‘Request a Sample’ button.

The customer can access the basket containing the samples they have chosen at any time, modify it by removing or adding samples.

To proceed with the request, the customer must click on the ‘Proceed to checkout’ button, fill in their billing details (at least name, email address, phone number, postal address), click on the ‘Continue’ button, and add any additional information they would like to provide to the seller.

The customer will then access the summary of their requests/the basket.

The customer can opt-in to subscribe to the Seller’s Newsletter by checking the button.

If the selected products are suitable for the customer, they can click on the ‘Place order’ button to submit their request to the seller.

Unless otherwise stated, each customer has the option to request a limit of 30 samples per request.

4.2 Order Placement and Terms

To place an order, the customer can contact the sales representatives and workshop of TS TEXTURE & DESIGN SARL by email at info@toyine.com , by phone: +33 9 67 30 68 08, or on social media platforms such as Facebook https://www.facebook.com/p/Toyine-Enchanting-woven-artistry-100066829125556/, and Instagram https://www.instagram.com/toyinesellers/?hl=fr , to request a quote.

The customer will receive their quote by email, within 24 to 48 hours (if the order concerns a particular collection) or within 24 to 72 hours (if it is a custom order).

The quote contains the following information:

• Description, reference quantity, width, and length of items
• Price per meter or square meter of ordered items
• Shipping costs, customs duties, if applicable
• VAT

To confirm acceptance of the quote to TS TEXTURE & DESIGN SARL and place the order, the customer can contact the seller by email at info@toyine.com, by phone: +33 9 67 30 68 08.

The customer will receive an order confirmation by email within 24 to 48 hours.

A deposit, amounting to 75% of the total order amount, must be paid to TS TEXTURE & DESIGN SARL upon acceptance of the quote and validation of the order.

The remaining 25% must be paid upon completion of the product creation, after notification by TS TEXTURE & DESIGN SARL, and before final delivery.

Please refer to sections 4 and 5 for payment and delivery terms.

4.3 Order Modification

Any modification to the order by the customer will only be considered if it is received by TS TEXTURE & DESIGN SARL in writing before the start of its services. The burden of proof of the date of the modification request lies with the customer.

Any additional request, modification of the service, or correction after validation of the service will be subject to a new quote or a revision of the accepted quote.

5. FINANCIAL CONDITIONS

5.1 Price

The prices are those of the current rate on the day of the order, unless specific conditions (contracts, etc.) apply. The price of the product(s) is set by a prior quote accepted by the customer.

The prices are expressed including all taxes (VAT) in euros and do not include delivery charges, which depend on the place of delivery, or customs duties when applicable, which are the responsibility of the customer unless otherwise agreed between the parties. Upon request, TS TEXTURE & DESIGN SARL can provide an indication of the amount of delivery charges, if applicable.

Delivery or customs charges will be displayed on the quote sent.

For orders outside the European Union, depending on the destination country, the buyer may therefore have to pay customs duties and import taxes. The precise terms of customs duties and taxes will be mentioned in the quote sent to the customer.

5.2 Payment Methods

Payment for any order is made by bank transfer or via PayPal only. Bank details will be provided in the footer of the quote sent to the customer.

In addition, TS TEXTURE & DESIGN SARL may accept, in certain cases, to bear the costs of delivery and customs, subject to reimbursement by the customer within 30 days of notification. The amount of the charges will be indicated to the customer in advance.

As indicated:

• A deposit, amounting to 75% of the total order amount, must be paid to TS TEXTURE & DESIGN SARL upon acceptance of the quote and validation of the order.
• The remaining 25% must be paid upon completion of the product creation after notification by TS TEXTURE & DESIGN SARL, and before final delivery. In no case will the deposit be refunded. TS TEXTURE & DESIGN SARL will only begin to execute its services after the full collection of said deposit.

The conditions for refunding the deposit in the event of cancellation by the Customer are specified in Article 5.2 bis below.

 

TS TEXTURE & DESIGN SARL will only begin to perform its services after full receipt of the said deposit.

 

5.2 bis Conditions for order cancellation and deposit refund

 

In the event of cancellation of the order by the Customer after payment of the deposit, the following refund conditions apply depending on the type of customer, the nature of the order, and the time elapsed since the order confirmation.

 

• Consumer or non-professional customer

• Orders with standard delivery times:

For orders placed with standard delivery, the conditions for refunding the deposit are as follows:

– Up to the 7th day following order confirmation: 100% refund of the deposit paid

– From the 8th to the 14th day following order confirmation: 50% refund of the deposit paid, with the remaining 50% being definitively retained by TS TEXTURE & DESIGN SARL as compensation

– From the 15th day following order confirmation: no refund of the deposit, which is retained by TS TEXTURE & DESIGN SARL.

The Customer shall also remain liable for the balance of the agreed price.

 

• Rush orders :

For orders placed on an urgent basis, given the exceptional resources mobilized by TS TEXTURE & DESIGN SARL, the conditions for refunding the deposit are as follows:

– Up to the 7th day following order confirmation: 50% of the deposit paid will be refunded, with the remaining 50% being definitively retained by TS TEXTURE & DESIGN SARL

– From the 8th day following order confirmation: no refund of the deposit, which will be retained by TS TEXTURE & DESIGN SARL. The Customer remains liable for the balance of the agreed price.

• Professional Customers

Under no circumstances will the deposit be refunded to Professional Customers in the event of order cancellation, including in cases of force majeure. The deposit remains definitively acquired by TS TEXTURE & DESIGN SARL. The professional Customer shall also remain liable for the balance of the agreed price.

Terms and conditions

Any request for cancellation must be notified in writing (by registered letter with acknowledgment of receipt or email with read receipt) to TS TEXTURE & DESIGN SARL at info@toyine.com.

The date of receipt of this notification by TS TEXTURE & DESIGN SARL shall be used to calculate the above-mentioned deadlines. Any sums refundable to consumer or non-professional Customers shall be reimbursed within fourteen (14) working days of receipt of the cancellation request, using the same means of payment as that used for the initial payment.

5.3 Ownership Reservation Clause

The products ordered remain the full and entire property of TS TEXTURE & DESIGN SARL until their price is fully collected by TS TEXTURE & DESIGN SARL.

In case of default in payment, TS TEXTURE & DESIGN SARL may freely dispose of the product.

5.4 Default of Payment

Professional Customer

In no case will the deposit be refunded to the customer by TS TEXTURE & DESIGN SARL, including in case of force majeure.

The default in payment of the remaining 25% of the price, after notification by TS TEXTURE & DESIGN SARL of the completion of the work, results in the sending of three (3) reminders to the customer over a period of two months by TS TEXTURE & DESIGN SARL.

In the absence of payment by the customer following the third reminder, TS TEXTURE & DESIGN SARL retains ownership of the creation, which TS TEXTURE & DESIGN SARL is free to dispose of.

Any default in total or partial payment of the price will result in daily late payment penalties calculated on the entire amount due. The legal interest rate applied will be equal to three (3) times the legal interest rate. Late payment penalties will be due on the day following the payment date indicated on the invoice in case the sums due are paid after this date without the need for a reminder.

In addition, the customer undertakes to pay or reimburse all delivery or customs charges, if any, advanced by TS TEXTURE & DESIGN SARL, upon notification of the amount of the delivery or customs charges to the customer by TS TEXTURE & DESIGN SARL and within thirty (30) days after invoicing the charges. Any default in payment or reimbursement of delivery or customs charges exposes the customer to daily late payment penalties calculated on the entire amount due. The legal interest rate applied will be equal to three (3) times the legal interest rate. Late payment penalties will be due upon expiry of the thirty (30) day period, without the need for a reminder.

Consumer or Non-professional Customer

Any default in payment upon maturity will entitle to demand, after a formal notice by simple registered letter, the immediate payment of any sum.

6. DELIVERY

6.1 Delivery Terms

Once the order is prepared, the products ordered by the customer in accordance with these T&Cs will be shipped and delivered to the postal address provided by the customer as the delivery address during their order, unless otherwise indicated in writing by the customer after the order.

The customer can choose to be delivered by one of the following carriers: Post, DHL, UPS.

Upon receipt of the order, the Seller recommends that the customer verify the conformity of their order and inform the Seller of any anomalies within 24 hours and no later than the first working day following receipt. The Customer informs TS TEXTURE & DESIGN SARL by email at info@toyine.com. After this period, TS TEXTURE & DESIGN SARL cannot be held responsible for non-compliant delivery. Any anomaly concerning the purchase and/or delivery, such as:

• damaged package (before its deposit / before delivery to the Customer) – however, TS TEXTURE & DESIGN SARL cannot be held responsible if the package has been damaged by the Customer, a person, an animal, or furniture under the Customer’s care.
• Missing product(s);
• Damaged product(s) (subject to proper maintenance/usage);
• Non-compliant product(s) with the order, must be reported within the legal deadline specified in the articles below relating to warranties following receipt of the order.

6.2 Delivery Times

The delivery times indicated in the quote are established jointly between TS TEXTURE & DESIGN SARL and the customer but are indicative only. In the case of products deliverable at different dates due to their availability, the delivery time is based on the longest time frame and depends on the location and chosen delivery method. The Seller reserves the right to split deliveries. Participation in processing and shipping costs will only be charged for a single shipment.

In the event of an extension of the shipping time, the Seller undertakes to inform the customer as soon as possible and by any means at its disposal so that the customer can then choose to maintain or fully or partially cancel their order.

If delivery is not made within the time frame jointly established between the Seller and the Customer, the Customer must inform the Customer Service of TS TEXTURE & DESIGN SARL as soon as possible by email at info@toyine.com or by phone at 09 67 30 68 08 so that TS TEXTURE & DESIGN SARL can conduct an investigation with the Carrier.

The duration of an investigation is random, and TS TEXTURE & DESIGN SARL does not control its completion. If during this investigation the order is found, it will be immediately re-routed to the designated delivery address in the order. If at the end of this investigation the loss of the order is confirmed, TS TEXTURE & DESIGN SARL will, at its expense, re-ship the product(s) or, in case of definitive unavailability, reimburse the Customer for the sums collected, according to the payment method used by the Customer.

Moreover, TS TEXTURE & DESIGN SARL cannot be held responsible for a delivery delay or non-delivery in case the Customer has not provided a complete and correct delivery address. The return of a package that could not be delivered due to lack of information in the delivery address will be charged at €65 to the Customer.

Consumer or Non-Professional Customer

In the event of non-delivery within the aforementioned timeframe, the Buyer also has the right to request the resolution of the sale under the conditions of articles L.138-2 and L.138-3 of the Consumer Code. The sums paid by the Buyer will then be refunded no later than fourteen (14) working days following the denunciation of the sale, excluding any compensation or withholding.

7. RIGHT OF WITHDRAWAL

For products made to the customer’s specifications or clearly personalized and which require special adaptations to meet very specific technical and aesthetic requirements, the right of withdrawal does not apply.

Consumer or Non-Professional Customer

For the remaining products, the Customer has a legal withdrawal period of fourteen (14) days, starting from the day after the receipt of the entire order, to notify their intention to withdraw without having to provide reasons or pay penalties, except for return costs, which are at their expense. When the deadline expires on a Saturday, Sunday, or public holiday, it is extended until the next working day.

To exercise this right of withdrawal, the Customer must notify their decision to withdraw from this contract by means of an unambiguous statement (for example, a letter sent by post or an email to info@toyine.com). The Customer may also use the standard withdrawal form template downloadable here for this purpose, but this is not mandatory, and send it to the Seller’s customer service. TS TEXTURE & DESIGN SARL acknowledges receipt of this request by sending an email or letter.

The Buyer then has a new period of fourteen (14) working days from the receipt of acknowledgment from the Seller to return to the Customer Service of TS TEXTURE & DESIGN SARL, at the following address TS TEXTURE & DESIGN 2945 Route du Vercors, 38680 Auberives en Royans, FRANCE, the complete, unused Product(s), in their original intact packaging, and request a possible exchange.

Return and reshipping costs will be borne by the Customer. The return is at the Customer’s risk according to the original shipping method. However, the Seller suggests that the Customer return their products by registered mail or with additional insurance, guaranteeing, if necessary, compensation for the products up to their actual market value in case of loss or theft of the merchandise.

The Products must be returned in their original condition, intact, complete (in their original packaging, accompanied by their instructions, the warranty certificate if applicable, any accessories, etc.), clean, and in a condition allowing their commercialization. The Product must not have been worn, used, washed, altered, or personalized, damaged, or transformed. If the product is damaged due to improper handling by the Customer, their liability may be engaged. No item may be returned to the Seller without prior notification and without following its return instructions. Products not meeting the specified conditions will not be accepted for return.

Failure to return the Product(s) within the specified period will be deemed as the final acceptance of the order, and no refund will be issued, except as provided in these GT&Cs.

Upon receipt of the package, the Seller will assess the perfect condition of the Products (packaging, accessories, and instructions, etc.). No return will be accepted if the returned Products have been visibly worn, damaged, used, altered, or if their packaging is damaged or deteriorated, making the product unfit for resale as new.

Subject to the conformity of the returned Products, the Seller undertakes to refund the Customer for the full amount paid, as soon as possible and no later than within fourteen (14) working days following the date on which it was informed of the withdrawal decision.

However, the seller may defer the refund until the day of recovery of the Products or until the Customer has provided proof of shipment of the Products.

Moreover, if the return is refused by the Seller, the Products will be returned to the Customer at the Seller’s expense without the Customer being entitled to demand a refund or any compensation.

8. APPLICABLE WARRANTIES

The Products sold on the Site comply with French regulations in force.

The Products supplied by the Seller benefit automatically, independently of the right of withdrawal, from the legal conformity guarantee of twenty-four (24) months provided for in articles L. 217-4 to L. 217-20 of the Consumer Code, for products apparently defective, damaged, or not corresponding to the order, and from the legal guarantee of hidden defects provided for in articles 1641 to 1649 of the Civil Code, which is limited to 5 years after purchase, for defects in material, design, or manufacturing affecting the delivered Products and making them unfit for use.

Under these guarantees, the Seller undertakes, at the Customer’s choice, to refund or exchange defective Products or those not corresponding to their order.

8.1 Legal Conformity Guarantee

The Customer must inform the Seller of the existence of a conformity defect within a period of two (2) years from the delivery of the relevant item. For new items, the Customer is exempt from providing proof of the existence of the conformity defect.

If an item presents a conformity defect, the Customer can either have it repaired or replaced in accordance with the provisions of Article L.217-9 of the Consumer Code. If these solutions are impractical or appear disproportionate, the Customer may request the Seller to apply an appropriate price reduction or demand the termination of the contract.

This legal warranty of conformity applies independently of any additional commercial warranty granted.

8.2 Legal Warranty Against Hidden Defects

The Seller undertakes, at the Customer’s choice, to resolve the sale and refund the Customer or to offer a reduction in the selling price.

In this case, the Buyer must address, within 2 years from the discovery of the defect, a written request to the Merchant