Terms of sale

1 Purpose and scope

These conditions govern the development, pattern making, prototyping and production services provided by D'YRSAN on a white label basis, on behalf of brands and distributors.

They do not govern the sale of fabrics, accessories and supplies, which falls under the conditions published on our haberdashery shop and remains its own.

These terms and conditions apply to any buyer acting for professional purposes, hereinafter referred to as "the Client", and exclude any sale to the consumer: the provisions of the Consumer Code, and in particular the right of withdrawal, do not apply.

All orders imply unreserved acceptance of these terms and conditions. They prevail over the Customer's general terms and conditions of purchase, unless otherwise agreed in writing and signed by us.

2 White label manufacturing

The parts are made specifically for the Client and bear only their name and logo. We do not add any mark, logo, or mention of our involvement, and we do not disclose this relationship to any third party.

The service is limited to development and manufacturing. It does not include any support: no collection advice, no art direction, no sales follow-up, and no sales assistance. These services exist, but are provided as separate services, ordered and priced separately.

The Customer remains solely responsible for the marketing of the parts: sales price, distribution channels, regulatory labeling, and information provided to their own customers. It is their responsibility to verify that these elements comply with the laws of each country where they sell.

3 Quote and contract formation

Our quotes are valid for thirty days from the date of issue, unless otherwise stated. After this period, prices are subject to change.

The contract is formed by acceptance of the quote or submission of a purchase order, and by payment of the order. No work commences before these two events.

Orders placed from a customer catalog are checked by our teams before being shipped. If there is an error in a product reference, quantity, or price, the order is suspended and the customer is notified by email until the issue is resolved.

The contractual documents are, in this order: the accepted quote, the validated technical file, and these terms and conditions. Any modification requires a written agreement accepted by both parties.

4 Prices and minimums

Prices are quoted in euros, excluding taxes, ex-works. The applicable VAT rate is that in effect on the date of invoicing. Intra-Community deliveries are invoiced excluding VAT upon presentation of a valid intra-Community VAT number; otherwise, French VAT applies.

The unit price includes the fabric, cutting, assembly, supplies and finishes specified in the technical specifications, as well as quality control. It does not include brand labels, price tags, hygiene protections, or special packaging, which are priced separately.

The minimum order quantity is fifty pieces per model. Orders placed from a customer catalog are subject to the minimums indicated on each product page. Orders below this minimum are processed as a quote: we will contact the customer with a revised estimate rather than rejecting the order.

The unit price depends on the volume ordered; tiered discounts are applied automatically when indicated on the product sheet. Some materials are subject to minimum order quantities from our suppliers: a product ordered in Europe may only be available in full rolls. The customer then chooses between purchasing the entire roll, with any remaining stock stored under their name, and reducing their order to below the minimum sampling threshold.

5 Payment terms

Orders are payable in full upon placement of the order. No work is commenced and no materials are reserved until full payment has been received.

Shipping costs are settled under the same conditions, or before shipment if they are only known at that time. Payments are made by bank transfer to the account indicated on the invoice, or by any other means agreed upon in writing.

In accordance with Articles L. 441-10 and D. 441-5 of the Commercial Code, any delay in payment will automatically, without prior notice, result in penalties at the rate of the European Central Bank plus ten points, and a fixed compensation of €40 for recovery costs, without prejudice to compensation for actual costs incurred.

No discount is given for early payment. In the event of non-payment, we reserve the right to suspend pending orders and to liquidate any order remaining unpaid thirty days after it has been made available.

6 Retention of title

The goods remain our property until full payment of the price, including principal and any additional charges. Failure to pay may result in their repossession.

This reservation does not preclude the transfer of risk, which occurs upon delivery to the carrier. The Customer undertakes to keep the unpaid goods individually identified and to insure them.

7 Technical file and validations

A garment is developed in stages, each initiated by written agreement from the Client. The Client provides their specifications: sketches, measurements, desired materials, and, if applicable, a reference model. We create the pattern, produce the prototype, and send it to them.

Before launching the series, we submit a complete technical file: model description, finished measurements by size, materials, supplies, printing, and packaging. If we do not receive a written response within 72 hours, the file is considered approved and production proceeds accordingly.

The photographs we provide attest to the progress and compliance with the specifications. They do not constitute validation of the quality or assembly, which can only be assessed in person: feedback from the Client is expected after physical receipt of the prototype.

8 Modification and cancellation

The information included in the technical file and the order form is final upon payment. Any subsequent request for modification (cut, material, color, size distribution, packaging) is treated as additional work, billed at a minimum of 25 % of the order value, and will delay the announced delivery times accordingly.

Cancellations made after payment will incur a fee of 25% of the order amount, with any sums already paid being retained up to the value of the work already undertaken and materials ordered. All cancellations will be confirmed by email, detailing the amounts retained.

Once an order is completed, it cannot be cancelled. As the parts are developed for a single customer, they cannot be reassigned.

9 Timeframes, delivery and transfer of risk

The deadlines are agreed upon with the Client before launch. They depend on the volume, the complexity of the model, the workload of the workshop and the availability of materials and supplies.

We commit to fulfilling these requirements and allow a two-week grace period on either side of the agreed date, which the Client accepts upon placing the order. Any delay within this grace period does not entitle the Client to any compensation and does not justify cancellation.

We are not responsible for delays attributable to third parties: unavailability of a material, printing or supply, carriers, customs formalities, public holidays, and more generally any cause beyond our control.

All our parts are made in France. Goods are made available ex-works. The risk of loss or damage is transferred to the customer upon delivery to the carrier, regardless of the shipping method. Shipping costs, duties, taxes, and import formalities are the customer's responsibility; we provide an invoice, packing list, and all necessary customs clearance documents. The parts are packaged for retail sale.

10 Materials, colors and prints

Textiles are a living material. Some variations are inherent to the process and do not constitute defects: the Customer accepts them by placing an order.

A Pantone reference serves as the basis for the dyeing process. A test batch is submitted to the client before production; without their approval, we cannot guarantee the final result. Colors displayed on a screen vary from one device to another and should not be used as a reference.

All printing must be approved on a sample seen in hand by the Client. Before the production run begins, a second sample is compared to the first to verify consistency. The Client accepts a variation of up to 10% in color, 10% in value, and 10% in transfer errors.

If the deviation exceeds these tolerances, we inform the Client, who has 48 hours to accept it in writing or cancel the print run. If no response is received within this timeframe, a new sample is produced and the deadline is extended accordingly. As printing conditions vary depending on humidity, temperature, and paper batch, the print run is launched within 48 hours of sample approval.

11 Compliance and complaints

The Customer must check the goods upon receipt. Any claim must be sent to us within fourteen days of receipt, by email to the relevant contact person, accompanied by photographs and details of the parts concerned.

Any defect that deviates from what was approved is considered acceptable: assembly error, faulty workmanship, material or supply not conforming to the technical specifications, or missing quantity. Information provided outside of the technical specifications and purchase order cannot be used as grounds for a claim.

The following are not acceptable: deviations within the tolerances above, damage occurring during transport, improper handling or maintenance after receipt, and incorrect or missing information provided by the Customer.

All returns require examination of the parts in our workshops. Depending on the severity of the defect and our availability, we will offer a discount, a replacement, a remanufactured part, or a refund. Return shipping costs are the responsibility of the customer; reshipping costs are covered by us when the defect is acknowledged. The legal guarantee against hidden defects under Articles 1641 et seq. of the French Civil Code remains applicable.

12 Responsibility

Our liability is limited to direct and foreseeable damages, and cannot exceed the pre-tax amount of the order in question. Indirect damages, including but not limited to loss of business, loss of profits, loss of customers, or damage to reputation, are excluded.

These limitations do not apply in cases of gross negligence or willful misconduct, nor in cases of personal injury.

The Client guarantees that they have the necessary rights to the creations, trademarks and designs that they transmit to us, and guarantees us against any claim from a third party in this regard.

13 Force majeure

Neither party shall be held liable for any failure resulting from a case of force majeure as defined in Article 1218 of the Civil Code.

The execution is then suspended for the duration of the impediment. If this exceeds sixty days, either party may cancel the order by registered letter, without compensation, the sums paid remaining due up to the amount of work undertaken and materials ordered.

14 Intellectual property

The designs, patterns and motifs created by the Client, or developed at their request and expense, belong to them. We do not reproduce them for our own account, nor for another client, nor for a competitor.

Our own collections, pattern bases and designs from licensed image banks remain our property and may be offered to other clients.

Any use of images of parts produced for the Client, for the purpose of showcasing our expertise, requires their prior written consent.

15 Privacy and personal data

We do not disclose the Client's name, brand, volume, or amounts to third parties, except with their written consent or if legally required. We impose the same requirements on our partners, but cannot be held responsible for the practices of third parties beyond our control.

The personal data collected for order management is processed in accordance with Regulation (EU) 2016/679. It is retained for the duration of the business relationship, plus the legally required accounting retention periods. The Customer has the right to access, rectify, erase, and object to the processing of their data, which can be exercised by contacting shop@dyrsan.fr.

16 Applicable law and disputes

These terms and conditions are governed by French law. In the event of a multilingual version, the French version shall prevail.

The parties will endeavor to resolve any dispute amicably. If no agreement is reached within thirty days, exclusive jurisdiction is conferred upon the Commercial Court of Paris, including in cases involving multiple defendants, third-party claims, or emergency proceedings.

If one of the clauses were to be declared null and void, the others would retain their full effect.