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En Coton — organic cotton bag manufacturer
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General Terms and Conditions of Sale

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

Version in force on 13 November 2026. Business-to-business sales only.

1. Purpose and scope

These general terms and conditions of sale (the "Terms") apply to all sales of products and services by SWP SARL, trading as "En Coton", whose registered office is at 111 Boulevard Soult, 75012 Paris, France, registered with the Paris Trade and Companies Register under number 522 343 821 (SIRET 522 343 821 00016), intra-Community VAT number FR64522343821 (the "Company"), to any business customer (the "Customer").

The Company sells exclusively to professionals acting in the course of their business. The provisions of the French Consumer Code on the right of withdrawal and the legal guarantee of conformity therefore do not apply.

In accordance with Article L. 441-1 of the French Commercial Code, the Terms form the sole basis of commercial negotiation. Any order implies unreserved acceptance of the Terms, which prevail over the Customer's general purchasing conditions unless the Company has agreed otherwise in writing beforehand. Special conditions agreed in writing (accepted quote) may supplement or amend the Terms.

2. Quotes and orders

Products and prices shown on encoton.com are for information only. The Company is bound only by its written quote, for the validity period stated on it.

An order is firm once the Company has confirmed it in writing after receiving the accepted quote and, where applicable, the deposit. For customised or made-to-order products, the production lead time stated on the quote runs from the Customer's written approval, including by email, of the final proof.

Any request to amend or cancel an order must be made in writing and is subject to the Company's agreement. If a cancellation is accepted, the work carried out and the costs incurred up to the date of that agreement are invoiced to the Customer.

3. Prices

Prices are in euros, exclusive of tax, and are those of the accepted quote. VAT at the applicable rate is added, as are, unless the quote states otherwise, the costs of transport, specific packaging, customs and decoration.

4. Payment terms

Unless special conditions apply, a deposit of 30% to 100% of the order value is payable on ordering, with the balance payable on delivery. In any event, the payment period may not exceed sixty (60) days from the invoice date, in accordance with Article L. 441-10 of the French Commercial Code. No discount is granted for early payment.

The Company reserves the right to set, change or withdraw a credit limit for each Customer at any time.

Any late payment automatically gives rise, without prior notice, from the day after the due date shown on the invoice, to:

  • late-payment interest at three (3) times the French legal interest rate in force, on the outstanding amount including tax;
  • a fixed recovery charge of forty (40) euros per invoice, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, without prejudice to additional compensation, on supporting evidence, where the costs incurred are higher.

If a payment is missed, the Company may also, after formal notice has remained without effect, suspend current orders and deliveries and require immediate payment of all sums owed, including those not yet due. A complaint does not release the Customer from paying the undisputed part of the invoice.

5. Delivery and transport

Delivery times are given as an indication. The Company makes every effort to meet them. A delay may not justify refusing the goods, a penalty or a deduction from the price; the Customer may nevertheless terminate the order, without compensation on either side and with refund of deposits paid for undelivered products, if delivery has not taken place thirty (30) days after written formal notice has remained without effect, except in the event of force majeure or a delay attributable to the Customer.

The risk of loss of and damage to the products passes to the Customer on delivery. Where, at the Customer's request, delivery is made to an address other than its own, the person receiving the goods is deemed to act on the Customer's behalf.

The consignee must check the number and condition of the parcels on receipt. In the event of damage or a missing parcel, it must record precise, reasoned reservations on the carrier's delivery note and confirm them to the carrier by registered letter within three (3) days, excluding public holidays, of receipt, in accordance with Article L. 133-3 of the French Commercial Code, with a copy to the Company.

6. Acceptance, complaints and returns

Without prejudice to the reservations to be made to the carrier, any complaint about an apparent defect or about the products not conforming to the order must be sent to the Company in writing within seven (7) days of delivery, with supporting evidence (photographs, references, quantities). After that period the products are deemed to conform.

No return is accepted without the Company's prior written agreement. Returned products must be in their original condition and packaging. Products returned without agreement remain at the Customer's disposal, at its cost and risk, and do not give rise to a credit note.

Where the Company acknowledges the defect or non-conformity, it will, at its option, replace the products concerned or issue a credit note, to the exclusion of any other compensation.

The Company remains bound by the legal warranty against hidden defects under Articles 1641 et seq. of the French Civil Code.

7. Manufacturing tolerances and decoration

Because of textile manufacturing processes, the following tolerances are accepted and do not constitute a defect:

  • the quantity delivered may vary by ± 2% from the quantity ordered; only the pieces actually delivered are invoiced;
  • product dimensions may vary by ± 4 mm, owing to the elasticity of the fabrics.

Customisation may be carried out by screen printing, pad printing, transfer, digital printing or embroidery. As colours are applied to textile substrates, a shade and gloss strictly identical to Pantone "C" references cannot be guaranteed. Slight differences in shade depending on the printing process, the substrate or the dye lot, or compared with the proof, do not constitute a defect.

Product images shown on the website are illustrations and are not contractual.

8. Retention of title

The Company retains ownership of the products delivered until the price has been paid in full, principal and ancillary sums included, in accordance with Articles 2367 et seq. of the French Civil Code and L. 624-16 of the French Commercial Code. In the event of non-payment, the Company may reclaim the products, including where insolvency proceedings are opened against the Customer. If the products have been resold, the Customer assigns to the Company, up to the amount owed, the claim it holds against its own buyers.

These provisions do not prevent the risk of loss of and damage to the products, and of any damage they may cause, from passing to the Customer on delivery.

9. Intellectual property

Unless otherwise agreed in writing, the drawings, mock-ups, films, screens and tooling produced by the Company remain its property, even where a contribution to their cost is invoiced to the Customer.

The content of encoton.com (text, images, graphics, logos, software) is protected by intellectual property law and may not be reproduced without permission.

The Customer warrants that it holds all necessary rights in the logos, text, trade marks and artwork it supplies to the Company for customising the products. It indemnifies the Company against any third-party claim or action in that respect and bears all the consequences. The Company may refuse an order that clearly infringes the rights of a third party.

Unless the Customer objects in writing, the Company may mention the Customer's name and reproduce the products made for it in its commercial documents and references.

10. Liability

The Company's liability is limited to direct and foreseeable loss resulting from a breach attributable to it and, except in the event of gross negligence or wilful misconduct, to the amount excluding tax of the order concerned. The Company is not liable for indirect loss such as loss of business, loss of revenue or damage to reputation.

11. Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code. Obligations are suspended for the duration of the event; if it lasts more than sixty (60) days, either party may terminate the order concerned in writing, without compensation.

12. Personal data

Personal data collected in connection with quote requests, account opening and the performance of orders is processed by the Company in accordance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act. How the data is processed and the rights of the persons concerned are described in the privacy policy.

13. Governing law and jurisdiction

The Terms and the sales they govern are subject to French law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. In the event of translation, only the French version is authoritative.

Failing an amicable settlement, any dispute concerning the formation, interpretation or performance of the Terms or of an order falls within the exclusive jurisdiction of the Paris commercial court (Tribunal de commerce de Paris, named Tribunal des activités économiques de Paris during the trial running until 31 December 2028), whatever the place of delivery and method of payment, including in the event of third-party proceedings or multiple defendants.