Terms of use

Application of the General Sales Conditions

  1. BANGER is a service company specializing in the customization and creation of textiles, the customization of objects, the customization of office spaces, corporate culture consulting, and the organization of professional events, accessible through the website www.getbanger.com
  2. These General Sales Conditions (the “GSC”) apply to all services provided by BANGER, except where expressly stated otherwise in the detailed estimate (the “Quotation”) or in any special terms provided to the Customer. Any contrary provision appearing in the Customer’s general terms and conditions or in any other contractual document issued by the Customer shall be unenforceable against BANGER. These GSC shall also apply to all future contractual relations with the Customer without prior notice.
  3. The Customer represents and warrants that it has reviewed the GSC and accepted them without reservation before engaging BANGER’s services.

Definitions and Interpretation

In these GSC, unless the context requires otherwise, the following terms shall have the following meanings:

Sales Process

  1. BANGER
    1. Contact via the contact form
    2. The Customer contacts BANGER through the contact form available on the website www.getbanger.com
    3. BANGER shall contact the Customer in order to clarify its needs. If the Customer cannot be reached by telephone, BANGER shall send an email containing a link to its catalog and any technical information relating to the order.
  2. Contact via the order form
    1. The Customer contacts BANGER through the order form available on the website www.getbanger.com
    2. BANGER shall contact the Customer in order to clarify its needs. If the Customer cannot be reached by telephone, BANGER shall send an email containing a link to its catalog and any technical information relating to the order.
    3. In the order form, the Customer shall indicate as precisely as possible the Products and their specifications that it wishes to order. The order form is for information purposes only and is intended solely to enable BANGER to assess the Customer’s needs. It is therefore not contractually binding, which the Customer acknowledges.
  3. Making contact in the context of commercial canvassing.
    1. BANGER shall contact the Customer in order to clarify its needs. If the Customer cannot be reached by telephone, BANGER shall send an email containing a link to its catalog, a link to the Order Form, and any information relating to the progress of the order.
    2. In all cases (i), (ii), and (iii), based on the order form or any exchanges with the Customer, BANGER shall produce one or more Models. Each Model is purely indicative, particularly with respect to the rendering of the visual, the size of the visual, and its placement, all of which the Customer expressly acknowledges.
    3. BANGER shall also issue a quotation (“Quote”).
    4. Following any adjustments, and if the terms of the Quote are acceptable, the Customer shall return to BANGER the signed Quote together with these GSC, receipt of which BANGER shall acknowledge by email. The acknowledgment sent by BANGER shall constitute the effective date of the Contract and the commencement of the Services.
    5. A Quote accepted by BANGER may only be canceled by the Customer with BANGER’s prior express written consent, and only on the condition that the Customer indemnifies BANGER for all losses (including loss of profits), costs, damages, and expenses incurred by BANGER as a result of the cancellation.

Prices of Products and Services

  1. The price of the Products and/or Services, as well as any applicable transport costs, shall be the price indicated in the Quotation/Quote.
  2. Any tax, duty or other charge payable under foreign legislation shall be the sole responsibility of the Customer.

Payment Terms and Security

  1. Payment of the price by the Customer for each order shall be made upon acceptance of the Quote, either (i) by bank transfer to the bank account provided by BANGER, (ii) by credit card via a QONTO link sent by BANGER, or (iii) in stablecoins to the stablecoin wallet provided by BANGER. In the event of payment by bank transfer, proof of such transfer must be provided to BANGER.
  2. Under no circumstances may payments be suspended or be the subject of any set-off or withholding.
  3. Complaints relating to invoices must be reported without delay, which shall in no way affect the payment due date.
  4. Payments must be made in full, in euros (unless another currency has been agreed in the Quote), without any deduction or setoff of any kind.

Late Payment

  1. Non-payment of an invoice within the time limits provided for in Article 5.1 shall entitle BANGER, at its discretion, to suspend or terminate ongoing Orders, without prejudice to any other remedy, which the Customer expressly acknowledges and accepts.
  2. Any delay in payment shall automatically give rise to interest accruing per day of delay, at a rate equal to that applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, in accordance with the provisions of the French Commercial Code.
  3. Interest shall be calculated on the total amount including tax of the principal due.
  4. Such interest shall be payable without the need for any prior formal notice.
  5. Pursuant to Article D.441-5 of the French Commercial Code, in the event of late payment, the Customer shall automatically owe BANGER, in addition to statutory late-payment interest, a fixed indemnity of EUR 40 for recovery costs.
  6. In addition to interest and the fixed recovery indemnity, compensation equal to 15% of the amount of the outstanding receivables shall be payable by the defaulting Customer, covering the ancillary costs incurred by BANGER.

Delivery

  1. The Products and / or Services will be delivered to the Customer by BANGER at the place indicated in the Quotation.
  2. The Customer is responsible for unloading the Products.
  3. The Products travel at the risk and peril of the Customer, regardless of the mode of shipment.
  4. BANGER shall endeavor to deliver the Products and/or Services on the delivery date indicated in the Quote; however, such date is provided for informational purposes only and shall not constitute a binding obligation on BANGER.
  5. Deliveries are only made according to availability and in the order of arrival of orders.
  6. BANGER is authorized to make full or partial deliveries.
  7. Shipping delays shall not, under any circumstances, give rise to any claim for damages, nor shall they entitle the Customer to terminate the Contract. Compliance with delivery dates does not constitute an essential condition of the Contract.
  8. No complaint relating to Delivery shall be accepted if Delivery could not take place due to an error in the address provided by the Customer, the absence of the Customer at the time of Delivery, any failure by the Customer to accept the Products delivered, or the non-payment of the amounts referred to in Article 4.2 in the case of a delivery abroad.
  9. In the above situations, the Customer shall not be entitled to claim any reimbursement from BANGER and shall in no event be able to hold BANGER liable. The Customer must, where applicable, arrange and pay for a new delivery.

Transfer of Risk and Ownership

  1. Ownership of the Products shall not pass to the Customer until BANGER has received full payment of the price of the Products, including principal and ancillary charges, in cash or freely available funds.
  2. Risk in the Products shall transfer to the Customer at the time of Delivery. The Products shall therefore travel at the Customer’s risk.

Complaints and Returns

  1. It is the Customer’s responsibility to inspect the Products upon receipt.
  2. No complaint relating to the colors or sizes of the models (XS, S, L, etc.) ordered by the Customer shall be taken into account by BANGER, the Customer being solely responsible for the choice of such elements when placing the order. It is recalled that the Customer may request BANGER to send the raw product (without logo) in order to verify these elements. Such shipment shall be invoiced by BANGER to the Customer.
  3. Complaints relating to the Logo shall be assessed on a case-by-case basis. The Customer must provide the Logo in the format requested by BANGER and acknowledges that reproduction of the Logo, in particular its colors, may not be perfectly identical, notably due to the reproduction technique chosen by the Customer.
  4. Complaints relating to delivered quantities, apparent defects or non-conformity of the goods delivered with the Products ordered must be made immediately by the Customer, precisely, with justification, entered on the carrier’s delivery note and confirmed within 48 hours by registered mail sent to the carrier, with a copy retained by the Customer and another copy sent to BANGER.
  5. Such complaint, including photographs, an inventory of damage and/or missing items (reference and batch number), the annotated consignment note, and a description of the circumstances, must be notified to BANGER’s customer service by registered letter with acknowledgment of receipt on the day of Delivery.
  6. No complaint shall be validly accepted if these formalities and deadlines are not strictly complied with by the Customer.
  7. Under no circumstances may the Customer return the Products without BANGER’s prior express written consent. If authorized, only Products in perfect resalable condition and in their original packaging (cardboard only) may be returned.
  8. In all cases, any shipping costs shall be borne solely by the Customer, and returns shall travel at the Customer’s expense and risk.
  9. In the event of a justified complaint, BANGER shall, at its discretion, offer either the replacement of the Products concerned at its expense, or reimbursement of the price actually paid by the Customer for the Products in question, within five working days from receipt of the returned Products.
  10. If Delivery is not refused and the Customer does not contact BANGER under the conditions set out in this clause within forty-eight (48) hours from Delivery, the Service and Delivery shall be deemed to comply with the Customer’s request, in both quantity and quality.

Exclusion of Warranty and Liability

  1. Unless expressly stipulated otherwise in these GCS, all contractual warranties or implied warranties provided by law are excluded to the extent permitted by law.
  2. BANGER’s liability shall be limited to direct material damage, to the exclusion of any indirect damage of any kind.
  3. Under no circumstances shall BANGER be required to compensate for non-material damage, whether or not consequential to material damage, including, without limitation, financial losses, overheads, loss of profit, business, contracts, income, customers, production, or any damage relating to the Customer’s image.
  4. IN ANY EVENT, BANGER’S TOTAL LIABILITY, IN THE EVENT OF ANY DEFAULT, SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE ORDER THAT IS THE SUBJECT OF AND/OR RELATED TO SUCH DEFAULT.
  5. BANGER shall not be liable for any damage resulting from errors arising from documents or information provided by the Customer.
  6. BANGER shall likewise be exempt from all liability if the Customer fails to provide all information necessary for the delivery of the Products and/or the performance of the Services.
  7. The limitations of liability provided for in Articles 10.2, 10.3, 10.5 and 10.6 above will not apply in the event of:
    1. Death or injury; and
    2. Loss or damage resulting from willful misconduct, willful misconduct or gross negligence by BANGER; and
    3. Breach by BANGER of an essential obligation of the Contract.

Force Majeure

  1. BANGER shall not be held liable to the Customer, nor deemed to have failed in any of its obligations relating to the sale of the Products and/or the performance of the Services, in the event of a delay or failure in performance resulting from a case of force majeure as defined by French case law in force at the time of occurrence of the event (“Force Majeure Event”).
  2. In the event of a Force Majeure Event, BANGER will notify the Customer in writing, in particular by email unless it is prevented by the said event, within two (2) working days of the date of its knowledge of the Force Majeure Event, the sale and / or the Service then being automatically suspended without compensation, from the date of occurrence of the Force Majeure Event and for the duration thereof.
  3. If the Force Majeure Event lasts for more than thirty (30) calendar days from the date of its occurrence or should, although shorter, constitute a definitive impediment, the sale and / or the Service may be terminated by the most diligent party, without BANGER or the Customer being able to claim damages in this regard of any kind.
  4. This termination will take effect on the date of the first presentation of the registered letter with acknowledgment of receipt denouncing the said order.

Intellectual Property

  1. As a preliminary matter, the Customer acknowledges and agrees that it shall not use or provide to BANGER any photographs, drawings, clothing samples, or other creations made by third parties for which the Customer does not own the corresponding rights.
  2. The Customer shall be solely responsible for any breach of this obligation and shall indemnify and hold BANGER harmless from any direct or indirect damage and costs resulting from any actions or claims brought by third parties in this respect.

License Granted by the Customer

  1. The Customer grants BANGER, for the duration of the Contract and within French territory, a non-exclusive license to use the Customer Logo provided under the Contract, in respect of which the Customer declares and warrants that it holds all intellectual property rights.
  2. Under this license, the Customer grants BANGER the right to reproduce, adapt, modify, assemble, compile and, where necessary, translate the Customer Logo, by any means and on any medium, whether known or unknown at the date of signature of the Contract.
  3. Such modifications, adaptations, assemblies and compilations shall be carried out by BANGER for technical and/or aesthetic purposes, having regard to the Product(s) selected by the Customer.
  4. In addition, and beyond the term of the Contract, BANGER may reproduce and distribute photographs of the Product(s) incorporating the Customer Logo as professional references, on any BANGER promotional medium, including in particular its website, social media pages, and content-sharing platform accounts.

Assignment of Intellectual Property Rights

  1. Where Services are provided, BANGER assigns to the Customer all of its economic copyright in the Creations, including in particular all rights of reproduction, representation, translation, adaptation, compilation or assembly, on all media and by all means of distribution, whether known or unknown on the date the Contract is signed. BANGER also assigns to the Customer the right to register any Creation made specifically in connection with an order, in its own name, as a trademark, a design, or a copyrighted work.
  2. This assignment is granted for the entire duration of the legal protection of intellectual property rights and for the entire world. The price of the assignment is included in the price invoiced to the Customer in consideration for the performance of the Service.
  3. Where the Services include, beyond the creation of a visual identity or a design (decorative element), the creation of a communication medium (such as a new form of a Product or a new Product), BANGER shall remain the sole owner of the intellectual property rights relating to such medium. BANGER shall be free to file any applications to obtain title in its own name and to market such media to other customers.

Pre-existing Intellectual Property Rights

  1. BANGER may, for the purpose of illustrating its recommendations and advice on fashion trends, reproduce in its working documents photographs, drawings, clothing samples or other creations made by third parties (hereinafter referred to as “Pre-existing Rights”). These documents are intended solely for use by BANGER’s internal teams in the performance of this Contract, and are not intended for dissemination.
  2. As BANGER does not hold any rights in the Pre-existing Rights, the Customer undertakes not to use such Pre-existing Rights outside the strict framework defined above, and in particular not to manufacture, market or distribute Products reproducing such Pre-existing Rights. The Customer shall be solely responsible for any breach of this obligation and shall indemnify and hold BANGER harmless against any damage or costs arising from actions or claims brought by third parties in this respect.
  3. If the Customer wishes to obtain all or part of the rights attached to such Pre-existing Rights, BANGER shall use its best efforts to obtain their assignment, at the Customer’s expense, under terms and conditions to be negotiated on a case-by-case basis.

Protection of Personal Data

  1. BANGER processes the Customer’s personal data as data controller. In the context of performing the Contract, the only personal data collected by BANGER are the contact email addresses of the Customer’s employees, which are processed solely for the purposes of managing the order.
  2. These data shall be retained for a period of three (3) years from the date of the order and shall thereafter be destroyed.
  3. In addition, BANGER may process the Customer’s personal data for marketing or newsletter communication purposes via email. The data subject (i.e., the holder of the email address) may withdraw their consent to receiving such emails from BANGER at any time.

Rights of Data Subjects:

  1. Right of access: the right to obtain from BANGER confirmation as to whether their personal data are being processed and, where applicable, access to such data.
  2. Right to rectification: the right to request that BANGER take steps to correct their personal data if it is inaccurate or incomplete.
  3. Right to erasure: the right to request the erasure or deletion of personal data where, for example, there is no compelling reason for BANGER to continue processing it, or where its processing is unlawful.
  4. Right to restrict processing: the right to “block” or limit the further use of their personal data.
  5. Right to data portability: the right to obtain and reuse certain personal data for their own purposes across different organizations acting as separate data controllers.
  6. Right to object: the right to object, at any time and for reasons relating to their particular situation, to the processing of their personal data insofar as such processing is carried out for the purposes of BANGER’s legitimate interests.
  7. Right to withdraw consent: where BANGER processes personal data on the basis of consent, the data subject has the right to withdraw their consent at any time. Such withdrawal does not affect the lawfulness of processing carried out before the withdrawal.
  8. Right to provide instructions regarding the use of personal data after death: the right to provide BANGER with instructions on the management (e.g., retention, erasure, disclosure) of their personal data after their death. The data subject may modify or revoke such instructions at any time.

Compensation

The Customer shall indemnify and hold BANGER harmless from all costs, expenses (including attorneys’ fees related to arbitration or legal proceedings), and other reasonable expenses arising from litigation, pre-litigation, or claims incurred by BANGER:

  1. As a result of the Customer’s failure to comply with any law or regulation relating to the promotion, marketing and/or distribution of the Products and/or Services;
  2. Arising from any infringement of intellectual property rights by the Customer and/or any of its clients;
  3. Relating to bodily injury or material damage, where such damage is caused by acts or omissions of the Customer and/or any of its clients.

Confidentiality

  1. The Parties undertake to treat as confidential all information of which they become aware in the course of their relationship (including activity data, commercial information, and any similar information).
  2. The provisions of this article shall not, however, apply to confidential information of which the receiving Party can prove:
    1. That they were, at the time of their communication, already in the public domain or that they subsequently became because of a third party in good faith, through no fault on their part or on their employees and / or agents;
    2. That it has lawfully obtained them, in their entirety, from a source independent of the issuing Party;
    3. That it lawfully obtained them from a third party not required to keep them confidential.

Miscellaneous

  1. These GCS, effective as of November 25, 2025, apply to all orders for Products and/or Services placed with BANGER, including the Forms and Quotes exchanged between BANGER and the Customer for the purposes of the order. They cancel and replace any previous terms applicable to any order placed by the Customer with BANGER after this date.
  2. In the event of a contradiction between these GSC and the general conditions of purchase or any other contractual document issued by the Customer, the Customer agrees that the clauses of these GSC will prevail.
  3. Any notification sent by each of the parties must be in writing, signed by the notifying party or in the name and on behalf of the notifying party. Any notification must be sent by registered letter with acknowledgment of receipt, by email, to the address of the party notified in writing, unless it is delivered by hand.
  4. The partial or sole exercise of a right, or the failure or delay by either party in exercising any right, remedy or power, shall not constitute a waiver by that party of the subsequent exercise of such right, remedy or power under the Contract or otherwise.
  5. If one or more clauses of these GCS are deemed null, illegal or unenforceable by a court or competent authority, such clause(s) shall be considered as not forming part of the GCS. This shall not affect the enforceability of the other clauses of the GCS, nor the validity, legality or enforceability of such clause in any other jurisdiction. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intent pursued by the Parties.
  6. Any reference in these GCS to a provision of a law shall be interpreted as referring to that provision as amended, re-enacted or extended at the time such reference is made.
  7. These GCS constitute the entire agreement between the Parties and prevail over any prior agreement (whether oral or written) relating to the subject matter of the GCS.
  8. Any amendment to these GCS shall only be effective with the written consent of BANGER’s duly authorized representative.
  9. The fact that a Party does not require strict performance of any obligation under the GCS on any occasion shall not be considered a waiver of any such right, nor shall it deprive that Party of the right to require strict performance of that obligation or any other obligation under the GCS at any time.

Applicable Law and Competent Jurisdiction

  1. These GCS and any order for Products or Services shall be governed by and interpreted in accordance with French law. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these GCS or to the sale of Products by BANGER.
  2. The Parties expressly acknowledge and agree that they shall use their best efforts to seek an amicable resolution of any dispute. Any request for amicable settlement shall be notified to the other Party by registered mail with return receipt requested.
  3. Such request shall set out the grounds for the dispute as well as any documents supporting the merits of the request.
  4. The Parties shall meet within ten (10) business days from the date of receipt of the aforementioned request.
  5. ANY LITIGATION RELATING TO ANY ORDER FOR PRODUCTS OR SERVICES AND/OR THESE GCS, INCLUDING
  6. THEIR INTERPRETATION, NEGOTIATION AND/OR THEIR PERFORMANCE OR NON-PERFORMANCE, SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE PARIS COMMERCIAL COURT, INCLUDING IN SUMMARY PROCEEDINGS AND IN THE EVENT OF MULTIPLE DEFENDANTS AND/OR THIRD-PARTY CLAIMS.