General terms and conditions of sale

Servistyl Production · SARL with a share capital of €10,000 · Roanne Trade Register 518 314 349 · 14 quai du Canal, 42300 Roanne, France
Version of 14/10/2026

This English translation is provided for information only. In case of discrepancy, the French version prevails.

Article 1 — Purpose and scope

These general terms and conditions of sale (the “Terms”) apply to all development and production services performed by Servistyl Production, a SARL (French limited company) with a share capital of €10,000, registered with the Roanne Trade and Companies Register under no. 518 314 349, with its registered office at 14 quai du Canal, 42300 Roanne, France (“Servistyl”), for business customers (the “Client”).

In accordance with article L. 441-1 of the French Commercial Code, they form the sole basis of commercial negotiations. They prevail over any purchase conditions, specifications or general terms of the Client, unless expressly waived in writing and signed by Servistyl.

Placing an order implies unreserved acceptance of these Terms. Servistyl’s failure to enforce any clause shall not be deemed a waiver of its right to enforce it later.

Article 2 — Two production modes

Each quotation and each order expressly states one of the two modes below. No mixed mode is offered, unless specifically agreed in writing.

Article 3 — Definitions

• Tech pack: document describing the style (measurements, materials, colours, labelling, packaging), approved by the Client.
• Prototype / sample: garment made to validate the style before production.
• Top of production (TOP) sample: the first pieces coming off production, submitted to the Client for approval before the rest of the run is made.
• TOP approval: the Client’s written approval of the TOP sample (or, where there is no TOP sample, of the prototype), authorising the start of production.
• Specific materials: materials purchased, dyed, knitted or developed specifically for an order and which Servistyl cannot reuse under normal conditions.
• Firm order: an order confirmed in accordance with article 4.3.

Article 4 — Quotations and orders

4.1 Quotations. Quotations are based on the information, tech packs, quantities and lead times provided by the Client. They are valid for 30 days. Material prices (full-package production) are subject to availability and to stable market prices on the date of the firm order.

4.2 Quotation assumptions. Any change to quantities, size/colour breakdown, materials, style or schedule after the quotation is issued may lead to a revision of price and lead time. The unit price is calculated for the stated quantity: a lower quantity entitles Servistyl to revise the unit price.

4.3 Firm order. The order becomes firm and irrevocable when Servistyl receives the signed quotation or purchase order (or a Client purchase order reflecting the terms of the quotation) and the deposit, if requested by Servistyl.

4.4 Information to be supplied. Before production starts, the Client provides complete tech packs, labels and labelling components, packaging instructions and any compliance requirements (composition, origin, standards, export rules). Any delay or omission postpones the delivery date accordingly.

Article 5 — Development, prototypes and TOP sample

5.1 Development work (pattern making, grading, knit programming, prototypes, samples) is invoiced as per the quotation, regardless of whether production follows. It remains payable if production is not ordered or is cancelled.

5.2 The Client approves the prototype and then the TOP sample in writing (email or letter). No production starts without this written approval; silence from the Client does not constitute approval. If no answer is received within 30 working days of delivery, Servistyl may suspend production and reschedule, the costs of idle capacity being borne by the Client.

5.3 Production is carried out in accordance with the approved prototype or TOP sample. No claim may relate to an element that conforms to the approved TOP sample. Any change after TOP approval is subject to a priced amendment.

5.4 Waiver of the TOP sample. The Client may waive the TOP sample in writing (email or letter) before production starts. Production is then based on the last approved prototype and the tech pack, and the start of production constitutes the Client’s approval of the run. The Client accepts the usual differences between prototype and bulk production (tolerances of article 11.2, dye lot variations, behaviour of the material over long lengths). It may not make any claim regarding an element a TOP sample would have revealed: fit, measurements, appearance, colour, labelling, packaging.

By waiving the TOP sample, the Client acknowledges having been informed that a prototype does not allow it to check, in particular: the grading of sizes other than the prototype size; the behaviour of the material over long lengths (dye lot variations, shrinkage, stability) and, for knitwear, the effect of bulk machine settings; the effect of cutting and sewing under bulk conditions; finishing, labelling and packaging. The Client alone bears the consequences of any resulting differences: the order remains payable in full, delivery may not be refused on this ground, and any rework or remake is subject to a new invoiced order with a new lead time.

5.5 Invoicing of TOP samples and SMS. TOP samples and salesman samples (SMS: pieces used to present and sell the collection before production, for showrooms, buyers and sales teams) are invoiced at three times (3×) the production unit price excl. VAT of the style stated in the quotation, as they are made outside bulk production. They are invoiced in addition to the production order, are not deducted from it (an approved TOP sample is never deducted from the production quantities ordered) and remain payable even if production is not ordered or is cancelled.

Article 6 — CMT production

6.1 Delivery of materials. The Client delivers, at its own cost and risk, free to Servistyl’s workshop in Roanne (or to the partner workshop designated by Servistyl), all required materials, trims and accessories, with a detailed delivery note (references, colours, lengths or weights, dye lots). The production lead time runs from complete receipt of the materials: production only starts once all materials and trims have been received by Servistyl or its partners.

6.2 Safety allowance. The Client supplies the quantities calculated by Servistyl, plus an allowance of at least 7% for cutting, testing and normal wastage. Failing this, Servistyl cannot guarantee the quantity ordered and only the pieces actually produced are delivered.

6.3 Inspection on receipt. Servistyl checks the quantities received against the delivery note and carries out a visual inspection. It does not carry out any laboratory tests (colour fastness, shrinkage, pilling, composition), which remain the Client’s responsibility. Any discrepancy is reported to the Client, and production may be suspended until the Client decides. The resulting production downtime is charged to the Client at €0.45 excl. VAT per minute of downtime per person assigned to the order and unable to work, based on the downtime and headcount recorded in the production schedule. If the Client has not decided within 3 working days, Servistyl may reassign its capacity to other production; the delivery date is then postponed according to its new availability.

6.4 Liability. The Client is solely responsible for the quality, compliance and fitness for use of the materials supplied (including their behaviour in washing, pressing or making up). Servistyl is only liable for the proper performance of the manufacturing operations, and its liability is limited to the CMT amount invoiced for the pieces concerned, excluding the value of the materials.

6.5 Custody of materials. Materials remain the Client’s property. Servistyl looks after them with professional care, without liability for accidents or force majeure. The Client is responsible for insuring its materials for their value.

6.6 Leftover materials. Unused materials are held at the Client’s disposal for 30 days after delivery, and may then be returned at the Client’s expense or charged for storage (article 12).

Article 7 — Full-package production

7.1 Purchase of materials. Servistyl purchases materials in accordance with the approved tech pack, from suppliers of its choice unless the Client nominates a supplier. Purchases are only made after a firm order.

7.2 Deposit. Servistyl may make the start of the order conditional on payment of a deposit, the amount of which is set in the quotation (normally 40 to 50% of the amount excl. VAT). It may in particular be requested for a new client, for a large order or one involving specific materials, or after a payment incident. It does not bear interest. The balance is payable in accordance with article 14.

7.3 Supplier minimums. Where suppliers impose order, dyeing or knitting minimums above the needs of the order, the surplus is invoiced to the Client and delivered to it or held at its disposal. The quotation flags this when it is known.

7.4 Nominated supplier or material. Where the Client nominates a material or a supplier, Servistyl is not liable for defects, delays or non-conformities specific to that material or supplier.

7.5 Price fluctuations. If material prices rise by more than 5% between the quotation and the actual purchase, for reasons beyond Servistyl’s control, Servistyl may pass on the increase after informing the Client in writing.

Article 8 — Cancellation, reduction, changes and postponement

8.1 Principle. A firm order is binding on the Client. As soon as it is confirmed, Servistyl reserves its production capacity, turns down other orders where necessary, organises its schedule and teams, and commits to purchases from its suppliers and partner workshops. Consequently, any total or partial cancellation by the Client, for whatever reason (other than proven fault of Servistyl or force majeure), must be notified in writing and entitles Servistyl to compensation as set out below.

8.2 Cancellation fee. The fee is equal to the higher of: (1) the flat-rate percentage of the amount excl. VAT of the cancelled order shown below, according to progress on the date the notice is received; (2) the costs actually incurred by Servistyl on that date (materials, trims, subcontracting, work carried out, cancellation charges invoiced by its suppliers), plus 15% for handling costs and loss of margin.

Development, prototype and sample costs already invoiced or incurred remain payable in addition.

8.3 Deposit. Any deposit paid is retained by Servistyl and set off against the cancellation fee. If the deposit exceeds the fee, the surplus is refunded; if it is lower, the balance is invoiced and payable within 15 days.

8.4 Materials and work in progress. Once the fee has been paid in full, the specific materials purchased and the pieces in progress or finished are held at the Client’s disposal for 30 days, to be collected at its expense. After that period, Servistyl may charge storage or destroy them, without compensation to the Client, provided it removes any brand, label or distinctive sign of the Client.

8.5 Quantity reduction. A reduction of the quantities ordered constitutes a partial cancellation and entitles Servistyl to the above fee on the quantity withdrawn. Servistyl may also revise the unit price of the remaining pieces (article 4.2).

8.6 Changes. Any change requested after a firm order (style, material, colour, size breakdown, labelling, packaging) is only carried out after written acceptance of a priced amendment (price and lead time). Materials and work made unusable by the change are invoiced.

8.7 Postponement or suspension. A production postponement requested by the Client and accepted by Servistyl according to its availability may give rise to charges for storage and rescheduling costs. A postponement or suspension of more than 30 days without a new firm date constitutes a cancellation within the meaning of this article.

8.8 Termination by Servistyl. In the event of non-payment of an instalment or of the deposit, or failure to supply materials (CMT) or the items of article 4.4 within 15 days of a formal notice that remains unanswered, Servistyl may suspend performance or treat the order as cancelled by the Client, with this article applying.

Article 9 — Lead times

Lead times are given for information only and run from the date all of the following conditions are met: firm order, deposit received where applicable, TOP sample approved, complete materials received (CMT) and items of article 4.4 provided. A reasonable delay cannot justify cancelling the order, refusing the goods or applying penalties, unless penalties have been expressly accepted by Servistyl in a signed document, in which case they are capped at 5% of the amount of the order concerned.

Servistyl may entrust all or part of the manufacturing to partner workshops, in France or abroad, under its responsibility, unless the Client requires otherwise in the quotation or purchase order.

Article 10 — Delivery and transfer of risk

Unless a different Incoterm is stated in the quotation or purchase order, goods are sold EXW (Incoterms® 2020) Servistyl workshop, Roanne, or Servistyl’s partner workshops. The mode of transport is stated in the quotation or order, under one of the two options below:

• Collection by the Client: the Client arranges transport with the carrier of its choice, at its own cost and risk. It gives Servistyl at least 72 hours’ notice of the collection date, the carrier and the order references.
• Transport arranged by Servistyl: at the Client’s request, Servistyl arranges shipment with its usual carriers, on behalf and at the risk of the Client. Transport and shipping packaging costs are recharged to the Client at the flat rate stated in the quotation. Servistyl only takes out cargo insurance at the Client’s written request and expense.

In both cases, risk passes to the Client as soon as the goods are made available at the workshop or handed over to the first carrier. Servistyl may make partial deliveries, each of which may be invoiced separately.

In the event of damage or missing items on delivery, the Client records precise reservations on the delivery note and confirms them to the carrier by registered letter within 3 days (article L. 133-3 of the French Commercial Code), with a copy to Servistyl.

Article 11 — Tolerances, acceptance and claims

11.1 Quantity tolerance. Given the variability of cutting and knitting, the quantity delivered may vary by ± 5% per reference and colour from the quantity ordered. Invoicing is based on the quantity actually delivered.

11.2 Manufacturing tolerances. The usual industry tolerances on measurements are accepted (as stated in the tech pack or, failing that, ± 1 cm up to 50 cm and ± 2% above), as well as slight shade variations between dye lots and irregularities inherent in natural materials or fancy yarns.

11.3 Inspection and claim period. The Client inspects the goods on receipt. Any claim for non-conformity or apparent defect must be made in writing, with photos and the quantities concerned, within 8 days of receipt. After that period, the goods are deemed accepted. No claim is admissible on pieces that have been washed, altered, labelled by the Client or sold.

11.4 Handling of claims. No returns are accepted without Servistyl’s prior agreement. If the non-conformity is established and attributable to Servistyl, Servistyl chooses between alteration, replacement of the pieces or a credit note, to the exclusion of any other compensation. A claim does not suspend payment for undisputed pieces.

Article 12 — Collection and storage

The Client collects the goods within 3 days of notice that they are available. After that period, the invoice is issued and becomes due, and storage costs of €10 excl. VAT per pallet per month are charged. Stored goods remain at the Client’s risk. After 120 days without collection following formal notice, Servistyl may dispose of them under the conditions of article 8.4.

Article 13 — Prices

Prices are in euros, excluding VAT, EXW Roanne, excluding transport, special packaging, customs and insurance costs, unless otherwise stated in the quotation. They are those of the accepted quotation.

Article 14 — Payment terms

14.1 Due dates. Unless the quotation states otherwise:

• Full-package production: deposit, if any, as per quotation (article 7.2), balance 30 days from invoice date, or before shipment for any new client.
• CMT production: deposit, if any, as per quotation (article 7.2), balance 30 days from invoice date or 30 days end of month, as agreed in the quotation.
• Development and prototypes: 30 days from invoice date; cash with order for any new client or any client who has had a payment incident.

Payment terms may not exceed 60 days from invoice date or 45 days end of month (article L. 441-10 of the French Commercial Code). No discount is granted for early payment.

14.2 Late payment. Any late payment automatically entails, without prior formal notice:

• late payment interest at the ECB rate plus 10 percentage points;
• a fixed recovery fee of €40 per invoice (article D. 441-5 of the French Commercial Code), without prejudice to additional compensation on presentation of evidence;
• all sums owed becoming immediately due, even if not yet payable;
• the right for Servistyl to suspend all production and deliveries in progress, and to require cash payment or guarantees for any new order.

14.3 Set-off. The Client may not make any set-off or deduction without Servistyl’s prior written agreement, in particular on the grounds of a claim.

Article 15 — Retention of title and right of retention

15.1 Retention of title. Servistyl retains title to the goods sold (full-package production) until full payment of the price, principal and ancillary costs (articles 2367 et seq. of the French Civil Code). The Client bears the risks from delivery. In the event of non-payment, Servistyl may reclaim the goods, including from third parties.

15.2 Right of retention. In the event of non-payment on any order, Servistyl may retain the Client’s materials, work in progress and products in its possession, including materials supplied for CMT, as well as the patterns and programs produced, until all sums owed have been paid in full.

Article 16 — Liability

Servistyl is bound by an obligation of means. Its liability, for all causes combined, is limited to the amount excl. VAT invoiced for the order concerned (and, for CMT, to the CMT amount only). Servistyl is not liable for indirect damage: loss of turnover, customers or reputation, loss of profit, delayed market launch or penalties claimed from the Client by its own customers.

The Client remains solely responsible for the regulatory compliance of products placed on the market (composition and care labelling, origin, safety standards, export requirements), based on the information it provides.

Article 17 — Intellectual property

17.1 The Client warrants that it holds the rights to the styles, designs, trademarks and items it provides, and indemnifies Servistyl against any infringement or unfair competition claim relating to their manufacture.

17.2 Upon full payment of the corresponding development services, all items developed by Servistyl for the Client’s style (patterns, gradings, tech packs and assembly sheets) become the property of the Client. On that date Servistyl assigns to the Client, on an exclusive basis, the rights to reproduce, modify and exploit these items, on all media, worldwide and for the legal term of the rights. The Client may use them freely, including with another manufacturer. Until full payment, these items remain Servistyl’s property (article 15.2). Only Servistyl’s general know-how (methods, manufacturing and knitting techniques not specific to the style) remains its property.

17.3 Servistyl undertakes not to produce the Client’s own styles for a third party. Unless the Client objects in writing, Servistyl may mention its name as a commercial reference.

Article 18 — Confidentiality

Each party undertakes to keep confidential the technical, commercial and financial information received from the other (styles, unreleased collections, prices, costs), during the relationship and for 5 years afterwards.

Article 19 — Force majeure

Neither party is liable for a failure resulting from force majeure within the meaning of article 1218 of the French Civil Code. The following are in particular treated as such if they prevent or delay performance: strikes, fire, flood, major machine breakdown, epidemic, supply shortage or failure of a supplier or partner workshop, transport disruption, administrative decision. Obligations are suspended for its duration; beyond 60 days, either party may terminate the order, work carried out and materials committed remaining payable.

Article 20 — Governing law and disputes

These Terms are governed by French law, excluding the Vienna Convention on the International Sale of Goods. The parties shall first seek an amicable solution. Failing that, any dispute falls within the exclusive jurisdiction of the Commercial Court of Roanne, even in the event of multiple defendants or third-party claims.