1- GENERALITIES 1.1 The present general conditions are applicable to all sales of merchandise by HENITEX except for stipulations to the contrary as a result of a written agreement concerning a particular order or delivery. The present general sales conditions are systematically provided or addressed to each client along with price lists to allow him to order. Every order placed with HENITEX implies the acceptance and respect without reserve on the part of the client of the general sales conditions. These may not be modified even with stipulations to the contrary appearing on the order forms of the client or within his General Buying Conditions. They are considered as understood. 1.2 All orders are executed on the basis of the Charters of Quality of the Fédération de la Maille (or other reference documents used by the selling company such as the conditions of the cotton industry, those of the linen industry, etc.). OR the specifications of merchandise, notably the length and width as well as tolerances of quality are defined by the 'COMPLEMENTARY CONDITIONS' of the Association Française des Tissus à Maille. 1.3 With the exception of offers expressly qualified as firm, our offers are always without engagement. Orders are validly accepted only when confirmed either by us in writing or by shipment of the merchandise, the aforesaid acceptance being constituted by the Delivery Slip, the Client and HENITEX being bound by a sales contract. For all telephone orders, Client confirmation and/or the Delivery Slip must carry the mention 'confirmation of telephone order'. Offers are expressed exclusive of taxes, VAT or other parafiscal taxes or customs duties to be eventually invoiced at the moment of delivery. 1.4 These General Sales Conditions concern sales of all merchandise produced and/or sold by HENITEX with the exception of merchandise on deposit, consignment, loan for fashioning and/or used for demonstration; operations that are the subject of specific conditions. 1.5 A written agreement must be furnished by HENITEX in the case of cancellation or delay of an order, without prejudice for the rights of HENITEX to bill for outlays and expenses encountered. 1.6 It is understood that all HENITEX trademarks for production of merchandise and materials are normally registered and legally protected. 1.7 HENITEX reserves the right to carry out all modifications it judges useful for presentation and identification, with no obligation to formally notify the Client. Samples, plans, designs, models, brochures and technical descriptions are furnished for information only, with HENITEX reserving the right to supply merchandise in its latest presentation, treatment and packaging at the date of delivery. All studies or information of any character remain the property of HENITEX and must be returned on demand by simple letter. 1.8 Samples: only those samples used for prospecting by HENITEX of standard format established in advance are free. The same is true for those samples furnished for 'reference', 'design' or 'colour'. All other samples required by the Client will be fully invoiced for a price that is not less than the price of the fabric. Collections produced specifically for the Client will be invoiced at cost price. 1.9 The present General Sales Conditions come into force as of January 1, 2000. They void and replace all other general or special conditions of sale figuring on documents produced by HENITEX with the exception of specific instructions for deposits on consignment, merchandise on loan for fashioning or merchandise provided for demonstration.