Terms and Conditions of Sale
These Terms and Conditions are made between:
The Customer
And
PYRATES smart fabrics SL, with registered office in Madrid, PASEO DEL GENERAL MARTÍNEZ CAMPOS 15, 3º IZDA. , 28010 MADRID(MADRID), SPAIN, VAT number B87987681, (hereinafter referred to as “PYRATEX®”).
The Customer and PYRATEX® hereinafter individually referred to as the “Party” and collectively to as the “Parties”.
The following Terms and Conditions apply to all orders placed by the Customer with PYRATEX®.
1. General Clause
These Terms and Conditions exclude the application of any other terms and conditions, unless the parties agree otherwise.
2. Order processing
2.1. Orders shall be placed by the Customer sending an email to one of PYRATEX®‘s Business Development team members.
2.2.
By placing an order, the Customer shall inform PYRATEX® whether a Transaction Certificate from Control Union shall be issued.
2.3. PYRATEX® shall send a Proforma invoice together with these Terms and Conditions.
2.4. PYRATEX® reserves the right to accept or reject at its sole discretion any Order, subject to the provisions of clause 3 of these Terms and Conditions.
3. Order Confirmation
3.1. To confirm the Order, PYRATEX® must receive these Terms and Conditions signed and a down payment of 50% of the total amount of the Order within five (5) calendar days from the receipt of the Proforma invoice issued by PYRATEX®.
3.2. In any case, PYRATEX® reserves the right to reject the Order. In case the Order is rejected, PYRATEX® will return the payment duly done within ten (10) working days.
4. Cancellations or changes in the Order
4.1. If the Customer unilaterally decides to cancel the Order upon PYRATEX®’s confirmation, the Customer will still be charged for the full amount, unless both Parties agree otherwise.
5. Production Lead times
5.1. PYRATEX® will send the Customer estimated production lead times.
5.2. Lead times may vary until the initial payment has been received, and any modification will be notified in due course.
6. Delivery
6.1. Unless otherwise agreed by PYRATEX® in writing, the delivery will be performed under the provisions of the Ex Works (EXW) Incoterm.
6.2. The Customer will have ten (10) working days to withdraw the Fabrics from PYRATEX®’s warehouse or production facilities upon PYRATEX®‘s notification by email. If the Fabrics are not collected within these ten (10) working days, a warehousing fee equal to 100 euros will be charged every five (5) calendar days.
6.3. An invoice for the remaining 50% of the price to be paid in accordance with clauses 14.4. and 14.5. of these Terms and Conditions will be sent as soon as PYRATEX® has sent an email confirming that the Fabrics are ready to be picked-up. Under no circumstances may the Fabrics be withdrawn unless payment of the remaining 50% of the total amount of the Order has been processed.
6.4. Unless the parties have expressly agreed on delivery terms other than those provided in this document, PYRATEX® shall not be liable for defects in the quality or quantity of the Fabrics received resulting from transport or during transport. Therefore, it is the Customer‘s obligation to adopt all measures aimed at safeguarding against any possible case of damage or loss of the Fabrics during transport. The risk, risk of loss, risks and costs of withdrawing or deterioration of the Fabrics and/or their packaging shall pass to the Customer at the time the Fabrics are available to be withdrawn from PYRATEX®’s warehouse or production facilities (see clause 6.2.).
6.5. Ownership of the Products shall not pass to the Customer until PYRATEX® has received the payment of the total amount of the Order, even if a deferment of payment for the Fabrics is granted.
7. Quality standards & control
7.1. PYRATEX® is committed to delivering high-quality Fabrics and ensures this commitment through a quality control before the delivery to the Customer.
7.2. For Fabrics containing Tencel, the Customer shall be aware that Tencel is a living fiber and complex in terms of production thus the following points may occur during a production of any structure containing this fiber blend:
During the dyeing process, because of the temperature changes of the dyeing jets and the delicate nature of tencel, the fabric result might be barred and show bruising marks (abrasion), specially in dark colors.
The color may experience changes after the first wash and especially while wet. This is why we call tencel a living fiber as its color may be modified when applying water to the fabric. However this modification is under the tolerance of the fabric (tested in every production with a spectrophotometer).
7.3. PYRATEX® ensures to provide the Customer with information and documentation regarding the Fabrics that the Customer may reasonably request.
7.3. The Customer declares to have been duly informed by PYRATEX® and provided with all the necessary documentation, samples or any kind of support to confirm the order, in particular with regard to the quality and technical property of the Fabrics.
7.4. PYRATEX® will hold responsibility only upon the parameters stated on the technical sheet of each Fabric.
7.5. PYRATEX® always recommends not using different components for a garment from different rolls since there is a risk of non-unevenness.
7.6. It is the responsibility of the Customer, upon the pick-up of the Fabrics, to check if the Fabrics comply with their delivery note and communicate any discrepancy between them and the expected Order in two (2) working days from the receipt of the Fabrics by the Customer.
7.7. The Customer will have 30 days, from the delivery of the Fabrics by PYRATEX®, to claim, in writing, any defects present in the delivered Fabrics. By defects, PYRATEX® means any fiber/yarn defects such as contaminations, knitting defects, holes, double ends, color unevenness, spots, etc.
8. Quantity of the Fabrics
8.1. The quantity of the PYRATEX®'s fabrics is expressed in meters, however due to the characteristics of knitted fabrics, the quantity may vary according to the tolerances admitted in the industry, as stated below. The amount of purchased meters may not be 100% precise as the ones delivered to the Customer.
8.2. For knitted Fabrics, the Customer declares to be fully aware and accept the following tolerances per production and per colour, in accordance with the standards of the Knitting Industry:
Up to 100m +/- 20%
From 101 up to 500 +/- 15%
From 501 to 3.000 +/- 5%
From 3.001 to 10.000 +/- 4%
From 10.000 or above +/- 3%
9. Dye of the Fabrics
9.1. The Fabrics can be provided either in the original colour or dyed in the Pantone colour of the Customer’s choice.
9.2. The Customer can send a physical sample of the fabric dyed with its chosen colour or a digital reference of the colour in TPX or TCX format indicating the Pantone colour used as a reference. PYRATEX® recommends the physical reference since the colour displayed digitally will depend on each computer system. In any case, the Customer knows and acknowledges that PYRATEX® cannot guarantee the accuracy of the colour displayed will be the same as in the Customer‘s computer.
PYRATEX® will carry out the number of lab dips necessary until the Pantone colour of the Customer’s choice is achieved.
10. Price and Payment terms
10.1. The prices of the Fabrics are invoiced in accordance with the PYRATEX®'s rates in force on the date of the Order, unless PYRATEX® expressly indicates different pricing conditions before proceeding with the Order Confirmation.
The price excludes any applicable taxes, insurance, customs duties, delivery or transport costs (unless the parties have expressly agreed on delivery conditions - INCOTERMS - other than those provided for in these Terms and Conditions and which imply that PYRATEX® incurs such costs), permits, and any other duties or fees that may be necessary.
10.2. The price will be paid: (i) 50% (fifty percent) + VAT upon order confirmation, and (ii) 50% (fifty percent) + VAT upon confirmation that the Fabrics have been delivered – and such Fabrics cannot be withdrawn until this amount has been paid in accordance with clause 6.3. of these Terms and Conditions.
10.3. The remaining amount of payment shall be paid no longer than seven (7) calendar days after the final invoice is issued by PYRATEX®.
For invoices with a late payment of more than forty (40) calendar days, PYRATEX® (i) reserves the right to suspend the ongoing deliveries and to reject any new shipment or delivery; (ii) PYRATEX® is not obliged to make any further deliveries in accordance with ongoing Orders; and (iii) PYRATEX® shall be entitled to unilaterally terminate the contractual relationship and to keep the Fabrics that have not been withdrawn. PYRATEX® will also keep the amounts that have been paid up to date freely agreed between the Parties, without prejudice to other penalties that may be applied in accordance with these Terms and Conditions.
In case that the Fabrics have not been withdrawn within the period set out in clause 6.2. of these Terms and Conditions, PYRATEX® (i) reserves the right to suspend the ongoing deliveries and to reject any new shipment or delivery; (ii) PYRATEX® is not obliged to make any further deliveries in accordance with ongoing Orders; and (iii) PYRATEX® shall be entitled to unilaterally terminate the contractual relationship and to keep the Products that have not been withdrawn. PYRATEX® will also keep the amounts that have been paid up to date freely agreed between the Parties, without prejudice to other penalties that may be applied in accordance with these Terms and Conditions.
Notwithstanding the above, in the event of delay in payment, PYRATEX® will be entitled to apply corresponding penalties as stated in the Law 3/2004, of 29 December, Establishing Measures to Combat Late Payment in Commercial Transactions. Also, PYRATEX® reserves the right to reject future Orders or to modify the payment conditions to payment in advance of the total amount, until the complete payment of the pending invoices.
Additionally to clauses 14.5. and 14.6., for payment delays of more than forty (40) calendar days, PYRATEX® reserves the right to charge a penalty fee of 3% of the total amount of each invoice.
11. Confidentiality
11.1. The Customer shall treat as confidential, and not disclose to any third party, any information which may be in its possession, and which has been provided by PYRATEX® as confidential and/ or proprietary information concerning, but not limited to the Fabrics and, particularly, concerning the samples of the Fabrics, if it is the case. The Customer undertakes to ensure that any employees, agents and/or persons acting under its control shall also be bound by these confidentiality obligations.
11.2. The provisions of clause 11.1 shall survive for 5 years after the termination or expiration of the contractual relationship.
12. Liability and Force Majeure
12.1. It is the Customer’s responsibility to ensure when placing an Order that the Fabrics ordered are suitable for its requirements and under no circumstances shall PYRATEX® be responsible for any use of the Fabrics other than as determined by PYRATEX®. The Customer shall be solely responsible for compliance with all applicable laws and regulations in connection with its use of the Fabrics and shall indemnify and hold PYRATEX® harmless from and against all claims, damages, losses, costs, expenses and any other liability of any nature whatsoever which PYRATEX® may suffer or incur as a result of any improper use of the Fabrics by the Customer.
12.2. PYRATEX® shall have no liability in respect of any defect in the Fabrics arising from (i) damage caused by wilful misconduct or negligence; (ii) a failure to comply with regulations relating to the Fabrics or PYRATEX®'s restrictions or instructions; or (iii) improper storage, use, processing or incorporation into production, processing or improper storage of the Fabrics by the Customer.
12.3. PYRATEX®’s liability for claims arising out of the performance or non-performance of its contractual obligations shall not exceed of the Order’s price and shall in no event include damages arising from loss of profits, loss of revenue, production or use, capital costs, downtime or delay costs, claims of the customers, loss of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any kind whatsoever.
12.4 PYRATEX® shall not be liable for any failure to perform any of its obligations, and in particular its obligation to deliver, to the extent that performance is not possible due to circumstances beyond its reasonable control, including but not limited to strikes - whether partial or total - labour disputes of any kind, inability to obtain supplies, transport disruptions, fire, flood, explosion, natural disasters or health warnings.
12.5 In the event that, due to force majeure, PYRATEX® is unable to perform its obligations for more than thirty (30) calendar days, and PYRATEX® and the Customer have not agreed on new modalities of performance of these obligations, PYRATEX® may immediately terminate the Order affected by such force majeure by giving written notice without incurring any liability whatsoever or indemnity.
13. Code of Ethics
13.1. The Partner must comply with all applicable laws and regulations, including, but not limited to those related to employment/labour, worker health and safety, data protection, and the environment. All these laws and regulations include local and national codes, rules and regulations, as well as applicable treaties and voluntary industry standards.
13.2. The Partner hereby confirms that it has been informed by PYRATEX® of the “PYRATEX® Code of Ethics” and agrees to comply with its values and principles to the extent applicable.
13.3. The breach of the provisions of the Code of Ethics will be considered a serious breach of the Customer’s obligations, which may result in appropriate action, including termination of the present Terms and Conditions.
14. Intellectual Property Rights
14.1. PYRATEX®‘s Intellectual Property material comprises all present and future intellectual and industrial property rights, arising in any country in the world, belonging to or licensed to PYRATEX®, including, but not limited to, trademark, know-how, copyright, trade secrets, commercial name, domain name, social media username, symbol, technical data, and any rights derived from the PYRATEX®’s property (hereafter, “PYRATEX®‘s IP material”).
14.2. The ownership over the Fabrics, PYRATEX®’s IP material and all the rights derived from the Fabrics, shall belong to PYRATEX®. The Customer will not, directly or indirectly, use PYRATEX®‘s IP material in any way other than as permitted by PYRATEX®. The Customer will not carry out any action or adopt any measure that may affect the validity of PYRATEX®’s IP material and will ensure the protection of the goodwill associated with it. The Customer will not undertake any act of unfair competition.
14.3. In particular, the Customer will not:
- attempt to reverse engineer the materials or any part of them;
- seek supply directly from any of PYRATEX®’s suppliers;
- encourage or try to encourage any customer of PYRATEX®’s either not to give it custom to or to take business away from it.
- produce similar fabrics that create confusion in the market.
14.4. The same obligations shall apply to the employees, agents, subcontractors and other service providers of the Customer, which must communicate these obligations to all the persons involved in the acquisition of the Fabrics.
14.5. The Customer will not itself and will not assist, permit, or encourage any third party to attack or challenge the validity, ownership or enforceability of PYRATEX®’s IP material. If it is established that a third party's action, claim, or demand resulted from a material breach of the Customer’s obligations under these Terms and Conditions, the Customer shall be held liable and reimburse PYRATEX® for all costs and expenses (including legal fees) incurred in defending PYRATEX®’s IP material.
14.6. PYRATEX® may audit, upon reasonable written notice, the Customer‘s procedures and records to ensure compliance with the GDPR, the essential terms of confidentiality obligation and the protection of PYRATEX®’s IP material.
14.7. Return of the PYRATEX®’s IP Material, including Patterns and Media: the termination of the contractual relationship shall bind the Customer to return or destroy all the information and data related to the Fabrics and that have been provided by PYRATEX® during the contractual relationship, including the pattern, data sheets as well as any promotional material about the Fabrics in its possession at that time.
All those materials shall be sent to PYRATEX® within ten (10) calendar days after the date of termination of the contractual relationship or, as the case may be, the prior termination of the contractual relationship.
14.8. The Customer acknowledges and agrees that the provisions of this clause 18 constitute essential terms to the contractual relationship with PYRATEX® and that any breach of any of these provisions shall entitle PYRATEX® to terminate any contractual relationship with the Customer upon written notice. The provisions of this clause 18 of these Terms and Conditions will survive three (3) years after the termination of the contractual relationship with PYRATEX®.
15. PYRATEX®’s Trademark License
PYRATEX® hereby grants to the Customer on the terms contained herein a non-exclusive, non-transferable licence to use the PYRATEX®'s Trademark.
15.1. Labelling:
a. The Trademark must be used on the care labels, hangtags and other material strictly and only related to the Customer’s Items. Subject to the PYRATEX® Brand Manual, the Customer must place the Trademark inside the Customer’s Items.
b. PYRATEX® may supply the Customer with PYRATEX® standard composition labels if the Customer wishes to use them. Please note that these labels will need to be requested with an anticipation of one (1) month.
c. All PYRATEX®’s products and products made with the Fabrics must be identified as such on the Customer’s Items.
d. All legal obligations regarding labelling in respect of compliance with local and international law are the Customer’s responsibility. The use of PYRATEX® labels on products not made with the Fabrics is strictly prohibited.
e. PYRATEX® reserves the right to take samples from the market to verify that the product labelled with the Trademark is actually containing PYRATEX® fabrics.
f. Should a product be identified as containing the Fabrics, which does not contain such material in spite of labelling, PYRATEX® should send a written communication to the Customer, which shall have the right to answer in 5 (five) working days. In case of no answer, PYRATEX® also reserves the right of revoking the right to use the Trademark, informing in writing the Customer of the decision.
15.2. Communication:
a. All PYRATEX®’s products and products made with the Fabrics must be identified as such on the Customer’s website.
b. All PYRATEX®’s products and products made with the Fabrics must be identified as such on the Customer social media or/and any other channels owned or controlled by the Customer and any other external, as set out in the PYRATEX® Brand Manual. To this end, PYRATEX® will send the Customer marketing tools via email such as logos, close up images of PYRATEX® fabrics, and other visual and verbal content the Customer may use at its best convenience (hereinafter the “PYRATEX® Contents”). PYRATEX® is fully available to assist the Customer in any way the Customer needs to communicate PYRATEX® fabrics’ properties to the Customer’s clients in the clearest manner.
c. While using PYRATEX® Contents, would it be visual or verbal content, the Customer must ensure to properly credit PYRATEX® by mentioning it.
d. PYRATEX® may share its collaboration with the Customer through its own channels.
e. The Customer agrees to share with PYRATEX® any visual content the Customer may produce, as well as tag PYRATEX® on its official Instagram account: @pyratex_, in order to enable PYRATEX® to share its collaboration through its own channels. The Customer shall remain the sole owner of its contents and authorizes PYRATEX® in writing, at PYRATEX®’s requests to use its contents for promotional and advertising purposes.
16. Venue and Governing Law
16.1. The Parties expressly agree that these Terms and Conditions will be governed by and construed in accordance with Spanish law.
16.2. Prior to the commencement of any litigation, the Parties shall attempt to reach an amicable settlement of any disputes arising between them in connection with these Terms and Conditions.
16.3. If the Parties are unable to reach an amicable settlement, then the Parties agree that the courts of Madrid shall have exclusive jurisdiction for the resolution of any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination or relating to any sales hereunder.