Ordering & trade terms

1. Scope

1.1 These General Terms of Sale apply to all quotations, order confirmations and agreements between Hangzhou Stringweave Textiles Co., Ltd. (“we”, “us”), manufacturer of the texlyweave® and texlymat® ranges, and the Customer (“you”), unless otherwise agreed in writing.

1.2 Placing an order, or accepting a quotation, means that you accept these terms. Any terms and conditions of the Customer are expressly excluded, even if we do not object to them.

2. Quotations, orders and cancellation

2.1 Quotations are valid for 30 days unless stated otherwise. Orders, including verbal orders, become binding once we confirm them in writing.

2.2 Cancellation of a confirmed order requires our prior written agreement.

2.3 Where an order is cancelled: (a) before production starts — no charge beyond costs we have already incurred (for example purchased or cut material, sampling, freight); (b) after production has started, or for goods already dispatched — the Customer pays the actual costs incurred, including material, production, handling and any return carriage.

3. Prices and payment

3.1 Prices are quoted in the agreed currency and exclude any taxes, duties or levies. Import duties, taxes and clearance charges in the destination country are payable by the Customer.

3.2 Payment terms are stated on the order confirmation or proforma invoice. If payment is not received by the due date, we may charge default interest of 1% per month on the outstanding amount and suspend performance until payment is received.

3.3 Any objection to an invoice must be raised in writing within 7 days of the invoice date.

3.4 If an invoice is overdue, or if the Customer’s ability to pay is in doubt, we may suspend outstanding deliveries, require payment in advance, or terminate affected agreements with immediate effect.

4. Delivery, risk and title

4.1 Delivery dates are given in good faith as estimates and are not binding; a delay does not entitle the Customer to compensation or cancellation. The applicable trade term and the point at which risk passes are stated on the order confirmation.

4.2 Unless otherwise agreed, transport costs are payable by the Customer. Where we arrange transport at the Customer’s request, we do so on the Customer’s behalf and at the Customer’s risk.

4.3 Title to the goods remains with us until the price is paid in full. Until title passes, the Customer shall keep the goods separate and identifiable, and may resell them only in the ordinary course of business.

4.4 “Date of delivery” means the date shown on the bill of lading for sea freight, or the date on the delivery note / signed receipt for other modes.

5. Claims

5.1 Visible defects (shortage, fault, non-conformity) must be notified to us in writing within 14 days of the date of delivery. For wallcovering, we recommend inspecting the goods before installation; visible defects in material already installed must be reported immediately.

5.2 Latent defects must be notified in writing within 8 days of discovery and in any case within 6 months of delivery.

5.3 Claims must state the invoice or order number, the batch number and photographs; we may ask for a sample of the material concerned. Claims do not suspend the Customer’s payment obligations.

6. Warranty, liability and force majeure

6.1 The warranty period is 12 months from the date of delivery (as defined in 4.4). Our warranty is limited to free replacement, or credit, of goods found to have manufacturing defects within that period.

6.2 The warranty covers manufacturing defects only. It does not cover normal ageing, wear, or deterioration caused by installation, cleaning, use, storage or site conditions.

6.3 Uninstalled material must be stored under the conditions we recommend; deterioration resulting from improper storage is not covered.

6.4 We are not liable for defects caused by incorrect installation, cleaning, misuse or negligence.

6.5 Our total liability is limited to the invoice value of the defective goods. We are not liable for indirect or consequential loss, including loss of profit, third-party claims, or loss of contracts or business.

6.6 We are not liable for delay or non-performance caused by events beyond our reasonable control (force majeure), including strikes, transport interruptions, fire, government action, or shortage of materials.

7. Applicable law and disputes

7.1 These terms and all agreements with us are governed by the laws of the People’s Republic of China. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

7.2 Disputes shall be finally settled by arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC), Zhejiang Sub-Commission (Hangzhou), in accordance with the CIETAC Arbitration Rules in effect at the time of applying for arbitration. The seat of arbitration shall be Hangzhou, Zhejiang Province, China. The language of the arbitration shall be English. The arbitral award is final and binding on both parties. Nothing in this Clause prevents either party from applying to a competent court for interim or conservatory measures.

8. Miscellaneous

8.1 If any clause is held invalid or unenforceable, the remaining clauses remain in force, and the invalid clause is replaced by one closest to the intended effect.

8.2 If a dispute arises about interpretation between language versions, the English wording prevails.

9. Minimum order, handling and samples

9.1 Stock lines have no minimum order quantity: any quantity can be ordered. Very small quantities carry a small handling charge.

9.2 Custom production: the minimum order depends on the collection and the specification, and is confirmed with the quotation.

9.3 A4 swatches are available to distributors, specifiers and designers; sample orders are prepaid.