GENERAL TERMS AND CONDITIONS OF SALE
Version effective as of 10 September 2020
This translation is a translation of the general terms and conditions from French to English for your convenience. Please note that when using our services, the original terms and conditions apply, and not this translation.
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Akane KUBO, operating under the brand LILICA TEXTILE, located at 207 rue de Belleville - 75019 PARIS, registered with the "Maison des Artistes" and the "Répertoire des Entreprises et des Etablissements" (Directory of Companies and Establishments) under SIRET number 501 575 567 00034 ("LILICA TEXTILE"), sells textile prints intended for fashion, furniture and design (the "Creations"), to professional clients, on a dematerialised medium through the creation of a client account on its website, accessible at www.lilica-textil.com (the "Site").
The online sale of Creations on the Site is governed by the general terms and conditions of sale set out below which specify, in particular, the order and payment terms and conditions (the "General Terms and Conditions of Sale" or "GTCS") applicable between LILICA TEXTILE and any independent professional – natural or legal person – registered in the "Registre du Commerce et des Sociétés" (Trade and Companies Register) wishing to purchase the Creations (the "Client").
LILICA TEXTILE reserves the right to modify the General Terms and Conditions of Sale at any time by publishing a new version on the Site.
The General Terms and Conditions of Sale are those in force on the date the order is validated. They are accessible on the Site via the link provided for this purpose at the foot of the page, and communicated by email when confirming the order.
LILICA TEXTILE and the Client agree that their relationship will be governed exclusively by these General Terms and Conditions of Sale, to the exclusion of any condition previously available on the Site.
1. PURPOSE OF THE GTCS
The purpose of the GTCS is to define the terms and conditions of the contractual relationship between LILICA TEXTILE and the Client when purchasing LILICA TEXTILE Creations featured for sale after creating a client account on the Site.
The GTCS apply in addition to the General Terms and Conditions of Use of the Site.
Any order and any purchase of Creations imply the unconditional acceptance of the GTCS and full and complete adherence to them by the Client, said GTCS prevailing over any other document of the Client, and in particular over its general terms and conditions of purchase, unless expressly agreed by LILICA TEXTILE.
The GTCS apply to all sales of Creations.
Consequently, the conclusion of any transaction by the Client implies unreserved acceptance of the GTCS by the Client, which declares to have read them and accept them in their entirety.
Any document other than the GTCS, including catalogues, prospectuses, advertisements and notices, is only informative and indicative, and not contractual.
2. TERMS OF SALE
2.1. Creation of a client account
The online sales service for Creations offered by LILICA TEXTILE on the Site is exclusively reserved for professional Clients with a client account.
To create a client account, the Client must complete the form after clicking on the link https://www.lilica-textile.com/formulaire-d-inscription?lang=en , and provide the mandatory information indicated by an asterisk.
Creating a client account on the Site is free (excluding any internet connection cost) and without any obligation to purchase.
The Client undertakes to ensure that the information provided is accurate and to make any necessary modifications with updates, thus enabling LILICA TEXTILE to process orders.
Account creation will be activated once the Client has received the confirmation email sent by LILICA TEXTILE.
The online client account can be accessed through the use of a username and password.
The Client is solely responsible for the password and the use of its client account.
The Client undertakes to inform LILICA TEXTILE without delay of any unauthorised use of its client account.
LILICA TEXTILE reserves the right to suspend the client account in the event of its misuse, or in the event of doubt about the Site's security.
2.2. Creations offered for sale
Once the client account has been created, the Client will have access to the catalogue of exclusive patterns and prints offered for sale by LILICA TEXTILE by clicking on the link "Collection".
The descriptive information on the Creations (price, type of assignment, dimensions, and image quality) is available on the Site.
Each of the Creations is offered for sale for a specific period and use, starting from the delivery of the Creation to the Client by email.
Six types of copyright assignment for the Creations are offered to the Client for each of the Creations featured on the Site:
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Assignment of copyrights for exploitation of the Creation in the fashion and accessories sector for a period of 2 years: the Creations may be used by the Client to adorn all types of clothing, footwear, or fashion and leather goods accessories
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Assignment of copyrights for exploitation of the Creation in the objects, stationery and tablewaresector for a period of 3 years: the Creations can be exploited by the Client to adorn all types of decorative objects, household appliance lamps, cutlery, plates, glasses, kitchen utensils, small furniture, stationery and cards
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Assignment of copyrights for exploitation of the Creation in the communication and packaging sector for a period of 3 years: the Creations may be used by the Client to adorn all types of communication media, non-textile commercial media including wrappings and packaging, window stickers, advertising documents, posters, business cards, correspondence, header, physical and digital promotional visuals
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Assignment of copyrights for exploitation of the Creation in the furniture and bed linen sector for a period of 4 years: the Creations may be used by the Client to decorate all types of bed and table linen, curtains, towels, and upholstery
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Assignment of copyrights for exploitation of the Creation in the wall, floor and industrial coverings sector for a period of 4 years: the Creations may be used by the Client to adorn all types of floor and wall coverings relating to industrial design and architecture
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Assignment for all uses for a period of 5 years
The price of the Creations varies depending on the type of rights assignment for their use and the period of assignment.
The Client will have exclusive rights for the Creation purchased during the assignment period selected.
2.3. Purchasing process
The Client must follow each of the order process steps as set out below:
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Click on the desired Creation
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Select the type of assignment desired
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Click on "Buy" or "Add to basket" if purchasing several Creations, then click on "View basket" and "Confirm order"
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Fill out the order form to generate an invoice
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Select payment method
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Confirm the order by clicking on "Buy"
At the end of the order process, the order will be confirmed in writing by LILICA TEXTILE by means of an order confirmation email sent to the Client.
All sales are considered firm from when LILICA TEXTILE sends the confirmation email to the Client.
An invoice will be issued in the Client's name for each order and will be delivered with the Creations by email.
2.4. Order cancellation
The Client has the possibility of cancelling an order up until LILICA TEXTILE sends the email with the download link for the Creation. Once the Creation download link has been sent to the Client, the order becomes irrevocable.
LILICA TEXTILE may cancel an order as of right:
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in the event of non-payment, fraudulent payment, or attempted fraud or breach of these GTCS
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if the Creation ordered by the Client has been subject to a concomitant order by another Client, in which case the Creation will be sold to the first buyer.
2.5. No withdrawal period
In accordance with Article L121-16-1 of the French Consumer Code, the sales contract being concluded between two professionals and the sale of Creations falling within the Client's main field of activity, the right of withdrawal provided for by the Consumer Code for distance purchases is not applicable.
In any event, if the sales contract were to be concluded exceptionally with a consumer within the meaning of the Consumer Code, the right of withdrawal would not apply, since Creations constituting "digital content provided on an intangible support" fall within the exception provided for by Article L.221-28 13 of the Consumer Code to the application of the right of withdrawal.
The Creations delivered on a digital medium to the Client therefore cannot by nature be taken back, exchanged, or refunded.
2.6. Delivery of Creations
The Client will receive the Creations ordered via a download link contained in an email it is sent, within a maximum period of 5 working days from receipt of confirmation of your payment.
3. PRICING CONDITIONS
3.1. Prices
Prices are given in euros and are net, excluding VAT.
The price of the Creations is that indicated on the Site according to the assignment option chosen at the time of the order.
In its capacity as distributor of an original graphic work, the Client is informed that, unless it is not resident in France, it will be required to pay directly to the Maison des Artistes the solidarity tax known as "1.1% diffuseur", amounting to 1.1% of the invoice amount excluding tax.
3.2. Price modifications
LILICA TEXTILE reserves the right to modify its prices at any time, making the change on the Site.
4. PAYMENT CONDITIONS
4.1. Payment terms
Payment for Creations ordered by the Client on the Site must be made by credit card or by PayPal when the order is placed.
4.2. Invoicing
LILICA TEXTILE will send the invoice to the Client by email when the Creation is delivered.
4.3. Confidentiality of bank details
When paying for the order by credit card, the Client's bank details are collected by Stripe, whose general terms and conditions and confidentiality policy are accessible via the link https://stripe.com/fr/privacy.
When paying for the order by PayPal, the terms and conditions of use are specified on the PayPal website at https://www.paypal.com/us/webapps/mpp/ua/legalhub-full and their privacy policy at https://www.paypal.com/webapps/mpp/ua/privacy-full.
5. GUARANTEES AND LIABILITIES
5.1. Liability
The Client undertakes to use the Site lawfully, in accordance with the legal and regulatory provisions in force and the Site's purpose.
The Client undertakes not to interfere with or interrupt the normal functioning of the website.
The Client is solely liable for the choice of Creations and their use within the limits of the assignment granted by LILICA TEXTILE.
Any use of the Creations outside the assignment terms will constitute an act of infringement in application of Article L.122-5 of the French Intellectual Property Code.
5.2. Guarantees
LILICA TEXTILE guarantees that it is the holder of the economic copyrights on all the Creations featured in its online catalogue under the link "Collection", allowing it to grant assignment to the Client under the terms and conditions relating to period and use offered on the Site.
LILICA TEXTILE undertakes to grant exclusivity to the Client, removing from its catalogue any Creation that has been purchased by a Client for the assignment period chosen by the Client.
At the end of the assignment period granted to the Client,
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LILICA TEXTILE will be entitled to present the Creation again on the Site, which is accepted by the Client.
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The Client may ask LILICA TEXTILE for an extension of the duration of the assignment, the terms and conditions of which must be formalised, by mutual agreement, under a new contract.
The Client being a professional, a hidden defect means a defect in the preparation of the Creation making it unfit for its use or purpose, and not likely to be detected by the Client before its use, i.e., in the case of the sale of Creations, that the dematerialised medium transmitted by LILICA TEXTILE cannot be used.
The guarantee automatically ceases if the Client does not notify LILICA TEXTILE of the alleged defect within three (3) clear days of its discovery.
It is up to the Client to prove the date of this discovery.
6. PERSONAL DATA
The information contained in LILICA TEXTILE's commercial file, which may constitute personal data, is intended exclusively for LILICA TEXTILE and will only be used for the needs of managing the order, creating the client account, and commercial prospecting.
In this regard, LILICA TEXTILE may use the personal contact details of the Client's staff to send them advertisements, including by email, post, SMS and telephone.
In accordance with Articles 32 et seq. of the French Law of 6 January 1978 known as "Informatique et Libertés" (Informatics and Liberty), the owners of personal data collected by LILICA TEXTILE have the right to access, rectify and oppose the use of personal information about them.
Pursuant to EU Regulation 2016/679 of 27 April 2016, a natural person can exercise their right to limit processing, to erase their data, and to portability.
The natural person concerned can exercise their rights by sending a letter to Akane KUBO at 207 rue de Belleville BP16 APPT41 75019 Paris France, or an email to hello@lilica-textile.com.
LILICA TEXTILE will send a response within the month following exercise of the right.
In the event of an unsatisfactory response, the person concerned has the right to appeal to the "Commission Nationale de l'Informatique et des Libertés" (CNIL - National Commission on Informatics and Liberty).
In addition, the person concerned also has the opportunity to oppose the receipt of these solicitations by performing the following actions:
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For emails, by clicking on the unsubscribe link provided in each email
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For SMSs, by sending an SMS Stop command to the number indicated therein
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For phone canvassing, by registering on the list of opposition to phone canvassing accessible on the site www.bloctel.gouv.fr
7. INTELLECTUAL PROPERTY
All intellectual property rights relating to the Creations are reserved by LILICA TEXTILE.
Unless otherwise contractually agreed upon between the Client and LILICA TEXTILE, intellectual property rights accessible by the Client, including collections, commercial documents and photographs, as well as the LILICA TEXTILE brand, remain the exclusive property of LILICA TEXTILE.
These general terms and conditions of sale do not imply any transfer of any kind of intellectual property right over the items belonging to LILICA TEXTILE in favour of the Client.
Any use, total or partial, of an element of the Site, not expressly authorised in advance by LILICA TEXTILE, is prohibited and constitutes an infringement.
Under these terms and conditions, the Client undertakes not to make any use, copy or modification of these documents that may infringe LILICA TEXTILE's industrial and intellectual property rights.
The Client is not authorised to reproduce, exploit, distribute, modify or use LILICA TEXTILE's intellectual property rights for any reason whatsoever, even partially, without its prior written consent.
The assignment of the exploitation rights for the Creations will be formalised on the invoice.
The Client undertakes not to make any modification or adaptation to the Creation without the agreement of LILICA TEXTILE, except for modifications that may be justified for solely technical and commercial requirements related to the use of the Creation, within the scope of the assignment and with respect for the integrity of the Creation.
The Client may only use LILICA TEXTILE's name and/or brands and/or any distinctive signs for commercial reference.
8. RETENTION AND ARCHIVING
8.1. Proof and register
The computerised registers, kept in LILICA TEXTILE's computer systems, will be considered as written proof of communications, acceptances and management of orders, unless proven otherwise.
8.2. Archiving
In accordance with Article L.213-1 of the French Consumer Code, LILICA TEXTILE will ensure the written record verifying the Customer's order for an amount greater than or equal to €120 is kept for a period of ten years from the order delivery date, and guarantees access thereto at any time during the same period on simple request to the address appearing in the Preamble of the GTCS.
8.3. Copy of the general terms and conditions of sale
The Client has the option of saving and printing out these general terms and conditions of sale by using the standard functions of its browser and via "copy/paste".
9. FORCE MAJEURE
LILICA TEXTILE is released from its contractual obligations in the case of force majeure or a fortuitous event.
Pursuant to Article 1218 of the French Civil Code, the following are considered cases of force majeure or fortuitous events: events beyond the Parties' control, which they could not reasonably be required to foresee, and which they could not reasonably avoid or overcome, to the extent that their occurrence makes it completely impossible to fulfil their obligations.
In such circumstances, LILICA TEXTILE will notify the Client in writing, in particular by email, within 48 hours of the date of the events' occurrence, the contract between LILICA TEXTILE and the Customer then being automatically suspended without compensation, from the date of the event's occurrence.
If the event lasts more than 30 (thirty) days from the date of its occurrence, the sales contract entered into by LILICA TEXTILE and the Client may be terminated by the most diligent Party, without either Party being able to claim damages.
This termination will take effect on the date of first presentation of a registered letter with acknowledgement of receipt rescinding said sales contract.
10. GENERAL PROVISIONS
10.1. No waiver
The fact that LILICA TEXTILE refrains, at any given time, from requiring the execution of any provision of the GTCS cannot be interpreted as a waiver of its right to subsequently demand fulfilment of such total or partial non-execution.
10.2. Validity of the General Terms and Conditions of Sale
If any of the provisions of the GTCS is declared void in whole or in part by the court in application of a regulation in force, the other provisions and other rights and obligations arising from these GTCS will remain unchanged and applicable.
11. JURISDICTION
Any dispute concerning the application of the GTCS and their interpretation, their execution and the sales contracts entered into by LILICA TEXTILE, or the payment of the price by the Client, will be brought exclusively before the competent court of Paris, notwithstanding multiple defendants or introduction of third parties, and regardless of the place of order, delivery and payment, and the payment method.
Before bringing an action before the competent court, the Parties undertake to seek an amicable solution to any dispute that may arise from the interpretation or execution of the GTCS.
This jurisdiction clause is general and applies whether it involves a principal claim, an ancillary claim, substantive proceedings, or interim proceedings.
Furthermore, in the event of legal action or any other debt collection action by LILICA TEXTILE, reminder fees, court, attorney and bailiff fees, as well as all associated costs, will be borne by the Client at fault, as well as any expenses relating to or resulting from the Client's non-compliance with the payment or delivery terms of the relevant order.
12. APPLICABLE LAW
The provisions of the GTCS are subject to French law regardless of the Client's country of residence and/or the place of issue of the order.
Any matter pertaining to these GTCS and the sales they regulate which are not covered by these contractual provisions will be governed by French law, to the exclusion of any other law.
13. ACCEPTANCE BY THE CLIENT
The GTCS, as well as the prices applicable on the date of the order, are hereby expressly approved and accepted by the Client, which declares and acknowledges having full knowledge of them, and therefore waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase.