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1)What is the purpose of the GTS?
3)What transport services does Textilian offer?
The purpose of these GTS is to determine the respective obligations of TEXTILIAN and the
Seller with regard to TEXTILIAN's intermediation services and any other services offered by
TEXTILIAN.
2)What services does Textilian offer?
TEXTILIAN, in its capacity as an independent intermediary, offers a contact service for
buyers and sellers, and enjoys the exclusive quality of a broker but not a commissionaire
and/or agent.
TEXTILIAN also allows advertisements to be published on its site. Once the advertisement is
published on the Site, TEXTILIAN will explore potential buyers for the machine that will
already be referenced in its database of potential buyers or will approach different
companies that may be interested in the Seller's machine.
Each Seller enjoys total freedom of choice for the sale of his or her machines, and by free appreciation, the Seller chooses the offer that suits him or her best in case of multiple buyers.
In that regard, the Seller may favour one of the following criteria to guide his or her choice,
namely:
ï‚· proposed sum,
ï‚· buyer's creditworthiness,
ï‚· terms of regulations,
ï‚· geographical proximity.
By the very nature of the service, TEXTILIAN is bound by an obligation of means.
TEXTILIAN cannot guarantee the comprehensiveness and completeness of the information
on the Site, especially in the advertisements, and it is up to the Internet user to verify the
information with the Seller, once they have made contact, before the conclusion of any sales
contract. In addition, TEXTILIAN does not take part in the conclusion of potential sales
contracts, in the delivery of the machines or in the payment of the price agreed upon
between the Seller and the Buyer.
Therefore, the Internet user acknowledges that TEXTILIAN does not guarantee the buyer
the conclusion of sales contracts relating to the machines, these being proposed by the
Sellers under their sole responsibility.
TEXTILIAN will promote the advertisement in order to identify potential buyers and may
translate the advertisement into different languages in order to increase the visibility of the
advertisement and its referencing.
However, the content of the advertisement and its translation shall remain the seller's full
responsibility.
TEXTILIAN reserves the right and opportunity to develop and offer new services in the future
and, if necessary, to update its GTS.
In exceptional cases, TEXTILIAN may carry out a sales operation. In that particular
case, the transaction is submitted to the particular and specific terms and conditions
that are different from these GTS.
We cooperate with forwarders and the logistic services companies and can arrange the best offer for typical and specialized transport services to your destination by:
• Land
• Air
• Sea
4)How much commission will Textilian charge?
5)Textillian's right to commission
Once TEXTILIAN has found a potential buyer for the Machine, it will notify the Seller and serve the Seller with an estimate of the amount of commission owed to TEXTILIAN if it agrees to contract with the buyer, as well as a confirmatory intermediation agreement.
TEXTILIAN and the Seller will be NOT be free to negotiate and to agree upon a different commission than the one in the commission grid mentioned.
6)Textillian's payment terms
Once the sale has been completed the commission is payable in British Pound
sterling to TEXTILIAN's account by wire transfer or paypal.
7)Textilian's negotiations and sales contract
TEXTILIAN shall not be held responsible for a failure to perform by any party to any obligation under the said contract.The parties to the sales contract will freely negotiate the terms and times of delivery of the machine.When the machine is delivered to the buyer by the Seller or made available to the buyer by
the Seller in accordance with the terms of delivery negotiated between the parties to the sales contract, the Seller shall immediately inform TEXTILIAN thereof.
8)Textilian's machines and guarantees
The machines offered for sale by the Seller are either new or used machines.
The machines may have a different trade name depending on the country in which they are originally marketed. TEXTILIAN will therefore be able to introduce the machine to the potential buyer under the current trade name in the buyer's territory and not only under the trade name provided by the Seller in the advertisement.
The Seller guarantees that the machine presented in the advertisement conforms to its description and responds to existing compliance defects at the time of delivery. In addition, the Seller also responds as to any guarantees for hidden defects.
The Seller shall hold TEXTILIAN harmless from any claim or complaint made by the
purchaser against TEXTILIAN in connection with the machine for non-compliance or a hidden defect.
9)Case of force majeure
Neither Party shall be held liable to the other nor shall be considered to have breached the contract if it is prevented or delayed in the performance of its obligations as a result of force majeure.The party prevented by the case of force majeure shall inform the other party by registered letter with acknowledgement of receipt and shall describe precisely the case of force majeure. In the event of force majeure, each party's obligations shall be suspended as long as the force majeure case continues, the other party not being able to claim any compensation.
10)Termination
Subject to the stipulations of the paragraphs below this article, in the event of a serious and ongoing violation of the essential obligations of one of the Parties by virtue of this Contract (hereafter referred to as the 'Defaulting Party', the other Party may terminate this
Contract under the following terms:
(i) In the event of a serious and ongoing breach that cannot be remedied and after prior
notification sent to the Defaulting Party by registered letter with acknowledgement of receipt,the termination of this Contract shall take effect immediately upon the expiration of a ninety (90) day period subsequent to the receipt by the Defaulting Party of the written notice sent by the other Party.
(ii) In the event of a breach which the Defaulting Party can remedy, this Contract may be
terminated following notification by registered letter with acknowledgement of receipt to
remedy said breach within one hundred twenty (120) days delivered by the other Party to the Defaulting Party, if the Defaulting Party does not effectively remedy the breach within that time.The termination of this Agreement under section (i) or (ii) above shall be without prejudice to all legal rights and actions available to the other Party to obtain compensation for losses or damages sustained.The termination shall be without prejudice to any other rights, claims and remedies of the Parties provided for by applicable law.
If an insolvency proceeding is initiated against one of the Parties under British code of
commerce, the other Party shall be entitled to immediately terminate the Contract by
registered letter with acknowledgement of receipt, provided a prior written request sent to the judicial agent asking for a statement on continuation of the Contract, by registered letter with acknowledgement of receipt, remains unanswered for one month.
11)Confidentiality
Both during the term of the Contract and after its termination or expiration, the Parties
undertake:
ï‚· To use the confidential information they have obtained from the other Party only to the extent that the Contract authorises it and transmit it only to members of its staff who need to know about it for the sole purpose of the performance of the services
ï‚· not to disclose such confidential information to any third party, without the prior written consent of the other Party, it being understood that the Parties will be able to communicate this information to their subcontractors for the sole purpose of the performance of the services, or to third parties in the event of an audit procedure, subject to the prior signing of a similar undertaking on their part,
ï‚· to take measures that, as a whole, are at least as protective as the measures they
take to protect the confidentiality of their own confidential information of a
comparable nature, and
ï‚· to take any necessary steps to notify their employees and subcontractors of the confidential nature of confidential information and prohibitions on copying or disclosing such confidential information.
In any event, each of the Parties is solely responsible for the compliance of these obligations by its employees .
However, this section does not prohibit Parties from making a disclosure required by
applicable law provided that:
ï‚· If necessary, and without violating any legal or regulatory requirement, one of the Parties sends the other Party a notice informing it of the obligation to disclose and its nature, and
ï‚· It cooperates with the other Party to seek to object, mitigate or obtain confidential treatment of the requested disclosure, to the extent that is reasonably achievable in each case.
This confidentiality clause does not prevent the Parties from informing their respective subsidiaries of the existence and content of the Contract.
12)Various
If one or more stipulations of this Agreement were or became invalid or unenforceable, the validity and applicability of the remaining provisions of this Contract shall not be affected. In this event, the Parties shall negotiate in good faith to replace the null or invalid stipulation with another valid and effective stipulation that will state, as far as possible, the original intent of the Parties. This Contract sets forth all the consents and agreements between the Parties as to the subjects covered thereby and substitutes and replaces any prior agreement or statement,written or oral, of any nature in this regard.
No modifications or amendments to this Contract shall be valid unless made in writing
signed by the Parties specifically referring to this agreement and indicating the intention of the Parties to modify or amend it..
Any waiver of a term or condition for this Contract shall be made in writing signed by the
Party against whom one wishes to oppose this waiver with reference specifically to the term or condition to be waived, and no waiver shall be deemed a violation of that term or condition or of any other term or condition of this Contract.
13)Contract language
The general terms and conditions of sale are written in English. In the event of translations of the general terms and conditions of sale into another language and contradictions between the two versions, the English version shall prevail.
TEXTILIAN reserves the right to modify its general terms and conditions of sale at any time.In such case, the new general terms and conditions of sale shall automatically replace those previous ones and shall be immediately applicable from the time they go online without further formality. If one or more of the stipulations of these general terms and conditions were nullified for any reason whatsoever, the other provisions shall retain their full force and scope.
14)Applicable law and dispute resolution
The law applicable to these general terms and conditions of use is English law.
In the event of a dispute arising from or in relation to this Contract, and in particular in the event of a dispute over its validity, interpretation, performance or non-performance, whether contractual or tortious in nature (hereinafter the Dispute), the Parties agree to meet in a place that is jointly determined, and to make their best efforts to resolve the Dispute amicably.The Party which considers itself entitled to assert a right, shall send the other Party a registered letter with acknowledgement of receipt in which it will set out the reasons for the Dispute and provide the other Party with any documents it deems useful. The Parties shall endeavor to reach an agreement within thirty (30) days from receipt of the registered letter with acknowledgement of receipt. In the absence of agreement under the conditions herein mentioned, the Parties agree to submit the Dispute to the mediation procedure provided for by the ICC (International Chamber of Commerce) Mediation Regulations in force on the date of signing of the Contract, regulations that the parties acknowledge they have become aware of and to which they declare they are adhering, in order to seek an amicable solution. The Parties agree that mediation is subject to the principle of confidentiality. Neither the mediator, nor the Parties,nor the councils, will be able to disclose to third parties, invoke or produce in a judicial or arbitral proceeding, in England or abroad, without the formal consent of the parties to the
Dispute, the findings of the mediator and statements obtained during mediation.
Confidentiality does not extend to documents pre-existing the mediation. The language of the mediation procedure shall be British and mediation meetings shall be held in London (United Kingdom).If the Dispute has not been resolved within the context of mediation within 45 days from the date of filing the request for mediation or in any other time frame which the Parties may agree to in writing, exclusive jurisdiction is given to the British Courts to undertake the Dispute, including interim or preliminary proceedings. No action arising from this Contract may be initiated more than one year after the Plaintiff party has known or should have known that it should initiate an action, it being understood and agreed between the Parties that the introduction of a mediation procedure shall interrupt the aforementioned one-year deadline.
In the event of a warranty appeal made by TEXTILIAN against the Seller by forced intervention in a proceeding against TEXTILIAN.