1. The Seller

These General Terms and Conditions of Sale (the “GTC”) govern the sale of products by: Richard & Guerra, LDA (“LeLigne” or the “Seller”). A private limited company (sociedade por quotas) incorporated under Portuguese law

• Registered office: Rua Santos Pousada, 441 RC, 4000-486 Porto, Portugal 
• NIPC: 518420388
• VAT number: PT518420388
• Share capital: EUR 10 000
• Email: pro@leligne.com
• Website: leligne.com

2. Definitions

In these GTC, the following terms have the following meanings:

• “Buyer”: any business customer (legal person or individual acting in the course of a trade, business or profession) accepted by the Seller and placing an Order.
• “Order”: any order for Products placed by the Buyer with the Seller in accordance with these GTC.
• “Products”: the linen cushion covers, cushion fillings and any other goods offered for sale by the Seller in its B2B catalogue.
• “Site”: the website operated by the Seller at leligne.com (and any other URL operated by the Seller for B2B sales).
• “Existing Customer”: a Buyer to whom the Seller has, at its sole discretion, granted Existing Customer status.

3. Scope and acceptance of the GTC

3.1 These GTC apply exclusively to the sale of Products by the Seller to Buyers acting in the course of their business activity. They do not apply to sales to consumers, which are governed by separate consumer terms.

3.2 By placing an Order, the Buyer accepts these GTC in full and without reservation. These GTC prevail over any general or specific terms of the Buyer, including any conflicting terms contained in the Buyer’s purchase orders, correspondence or documents, unless expressly accepted in writing by the Seller.

3.3 The Seller may amend these GTC at any time. The version of the GTC applicable to a given Order is the version in force on the date the Order is accepted by the Seller.

3.4 Where the Buyer applies for or is granted a business account or customer status with the Seller, the Buyer accepts these GTC at that time as a framework agreement governing all subsequent Orders. Each Order placed thereafter is governed by the version of the GTC in force at the date of that Order, in accordance with Article 3.3. This acceptance at onboarding is the primary means by which these GTC become binding; acceptance also results from placing an Order under Article 3.2.

4. Customer status and acceptance of Orders

4.1 The Seller may, at its sole discretion, accept or refuse any prospective customer and any Order, in whole or in part, without providing reasons. Acceptance may take into account the prospective customer’s professional status, sector of activity, location, creditworthiness, payment history, or fit with the Seller’s commercial policy.

4.2 Existing Customer status is granted, withheld or withdrawn at the Seller’s sole discretion based on objective grounds, including but not limited to the Buyer’s payment history, creditworthiness, or compliance with these GTC. The Seller determines on an Order-by-Order basis whether the payment terms applicable to Existing Customers (Article 7.2) apply.

5. Products and prices

5.1 The Products are described on the Site and in any commercial documentation supplied by the Seller. Photographs, colours and visuals are provided for information purposes only. Linen is a natural material and minor variations in colour, weave, pattern alignment or texture are inherent to the fabric and do not constitute defects.

5.2 Prices are expressed in Euros (EUR), exclusive of VAT (HT) and exclusive of delivery costs, customs duties and any other taxes, which remain at the Buyer’s expense unless expressly stated otherwise.

5.3 Prices in force are those displayed on the Site at the time the Order is accepted by the Seller. The Seller may amend its prices at any time; price changes do not apply to Orders already accepted.

5.4 No minimum order quantity applies.

5.5 VAT. Prices are exclusive of VAT. Where the Buyer is established in another EU Member State and provides a valid intra-EU VAT identification number that the Seller is able to verify, the supply is invoiced without Portuguese VAT under the intra-Community reverse-charge mechanism, and the Buyer is responsible for accounting for VAT in its Member State. Where the Buyer does not provide a valid intra-EU VAT identification number, Portuguese VAT applies at the applicable rate. Supplies to Buyers established outside the EU are treated as exports and invoiced without Portuguese VAT, subject to the conditions and supporting evidence required by applicable law. The Buyer is responsible for the accuracy and validity of the VAT number it provides and must inform the Seller without delay of any change.

6. Order process

6.1 Orders are placed through the Site (or, where applicable, by email to pro@leligne.com).

6.2 The Order is accepted by the Seller upon (a) issuance of an invoice (whether a deposit invoice, a proforma invoice, or a final invoice), or (b) any other written confirmation by the Seller, whichever occurs first.

6.3 The Buyer is responsible for the accuracy of the information provided when placing the Order, in particular the delivery address, billing address, VAT number, and contact details.

6.4 Once accepted by the Seller, an Order may not be cancelled or modified by the Buyer without the Seller’s prior written consent.

7. Payment terms

7.1 New customers. For Buyers other than Existing Customers, payment terms are: thirty per cent (30%) of the total amount (including VAT where applicable) as a deposit payable upon Order, with the balance payable within thirty (30) days net from the invoice date.

7.2 Existing Customers. For Existing Customers, payment terms are: one hundred per cent (100%) of the total amount (including VAT where applicable) payable within thirty (30) days net from the invoice date.

7.3 The Seller issues invoices as follows: (a) for Buyers required to pay a deposit under Article 7.1, a deposit invoice for the 30% deposit is issued upon acceptance of the Order, and a final invoice for the 70% balance is issued upon shipment of the Products; (b) for Existing Customers, a final invoice for the full amount is issued upon shipment of the Products. Payment is made by bank transfer to the bank account specified on the invoice or by any other means accepted by the Seller. Payment is deemed effective on the date the funds are credited to the Seller’s account.

7.4 The Seller reserves the right to require full payment in advance, additional guarantees, or modified payment terms for any specific Order, in particular where the Buyer’s creditworthiness or payment history justifies such measures.

8. Late payment

8.1 Any sum not paid by its due date will, automatically and without prior notice, give rise to:

• 1. Late payment interest at the statutory commercial late payment rate published every six months by the Entidade do Tesouro e Finanças in the Diário da República, in accordance with Article 102 § 5 of the Portuguese Commercial Code and Decree-Law no. 62/2013 of 10 May (transposing Directive 2011/7/EU);
• 2. A fixed recovery indemnity of EUR 40 per overdue invoice, in accordance with Article 7 of Decree-Law no. 62/2013, without prejudice to the Seller’s right to claim further compensation upon evidence of additional recovery costs (including legal fees, enforcement officer fees, etc.).

8.2 In the event of failure to pay any sum on its due date, all other sums owed by the Buyer to the Seller, regardless of their due date, become immediately payable.

8.3 In the event of late payment, the Seller may, without prejudice to its other rights and remedies, suspend any pending Orders and any subsequent Orders until full payment has been received.

9. Delivery

9.1 Incoterm. Unless otherwise agreed in writing, delivery is made under Incoterm DAP (Delivered at Place) Incoterms® 2020, at the delivery address specified by the Buyer in the Order. Where the Buyer requires delivery by its own carrier, the Incoterm FCA (Free Carrier) Incoterms® 2020 at the Seller’s premises in Portugal may be agreed in writing.

9.2 Delivery costs (DAP).

• Portugal: flat rate of EUR 7 (excl. VAT). Free of charge for Orders of EUR 300 (excl. VAT) or more.
• France and Belgium: flat rate of EUR 17 (excl. VAT). Free of charge for Orders of EUR 300 (excl. VAT) or more.
• Delivery costs for any country other than those listed above are agreed separately at the time of Order acceptance.

9.3 Lead times. Delivery lead times are communicated by the Seller upon acceptance of each Order. Lead times are given for guidance only and are not guaranteed. A delay in delivery does not entitle the Buyer to cancel the Order, refuse delivery or claim damages, except where the Buyer has served a formal written notice on the Seller and the delivery has not occurred within thirty (30) days of receipt of such notice.

9.4 Partial deliveries. The Seller may make partial deliveries. Each partial delivery may be invoiced separately.

10. Transfer of risk

In line with Incoterm DAP (or FCA, as applicable), risk in the Products passes to the Buyer at the point of delivery defined by the applicable Incoterm. The Buyer is responsible for taking out any insurance covering the Products from that point.

11. Retention of title

11.1 The Products remain the property of the Seller until full payment of the price (principal, interest and ancillary costs) by the Buyer, in accordance with Article 409 of the Portuguese Civil Code.

11.2 Until full payment, the Buyer must store the Products in a way that allows them to be identified as belonging to the Seller, must keep them in good condition, and must inform the Seller without delay of any seizure, attachment, or other action affecting the Products.

11.3 Notwithstanding the retention of title, risk in the Products passes to the Buyer in accordance with Article 10 of these GTC.

12. Inspection upon delivery

12.1 The Buyer must inspect the Products upon delivery and, in particular, check the number of packages, their apparent condition and conformity to the Order.

12.2 Any visible defect, missing item, or damage during transport must be:

• 1. noted on the carrier’s delivery slip with precise reservations, in the carrier’s presence;
• 2. confirmed in writing to the Seller (by email to pro@leligne.com) within fourteen (14) days from delivery; and
• 3. supported by clear, dated photographs of the affected Products and their packaging, taken at the time of unpacking.

12.3 In the absence of reservations made in accordance with Article 12.2, the Products are deemed to have been delivered in good condition and in accordance with the Order, and any claim for visible defects or transport damage is forfeited.

13. Defects and warranties

13.1 Returns of conforming Products. No return is accepted for reasons of convenience. Once an Order has been delivered in conformity with the Order, the Buyer is not entitled to return the Products to the Seller for a refund or exchange.

13.2 Defects. The Seller warrants that the Products are free from defects attributable to the Seller (including manufacturing defects). In the event of a defect attributable to the Seller and notified in accordance with Article 12 (for visible defects) or as soon as reasonably possible upon discovery (for hidden defects), the Seller will, at its option, replace the affected Products or refund their price. Replacement and return shipping costs are borne by the Seller.

13.3 Statutory warranties. Nothing in these GTC excludes or limits the statutory warranties applicable to commercial sales, in particular the regime set out in Articles 913 et seq. of the Portuguese Civil Code, which covers defects that devalue the goods, prevent them from achieving their normal use, or the absence of qualities assured by the Seller or necessary for the goods’ intended purpose. Where the Buyer resells the Products to consumers, the Buyer is solely responsible for honouring the consumer’s statutory warranties as established by the national law of the consumer’s country of residence (in particular the national laws transposing Directive (EU) 2019/771).

13.4 Exclusions. The warranty does not cover defects resulting from: (a) normal wear and tear; (b) use, storage, washing or care of the Products contrary to the care instructions provided; (c) modification or alteration of the Products by the Buyer or any third party; or (d) inherent characteristics of natural linen, including minor variations in colour, weave, texture or pattern alignment within commercial tolerances commonly accepted in the linen textile industry.

13.5 Limitation of liability. Except in cases of intentional misconduct or gross negligence by the Seller, and without prejudice to the statutory warranties referred to in Article 13.3, the Seller’s liability is limited to direct damages reasonably foreseeable at the time of the Order. The Seller shall not be liable for any indirect or consequential damages, including loss of profit, loss of business, loss of customers, loss of data, or damage to reputation.

14. Force majeure

14.1 Neither party is liable for any failure to perform its obligations under these GTC if such failure results from a force majeure event within the meaning of Portuguese law, including but not limited to: natural disasters, fires, floods, epidemics or pandemics, wars, terrorist attacks, strikes (whether or not at the Seller’s premises or at its suppliers’ or carriers’ premises), shortages of raw materials or transport capacity, governmental measures or restrictions, and any other event beyond the reasonable control of the affected party.

14.2 The party affected by a force majeure event must notify the other party as soon as reasonably possible. Performance of the affected obligations is suspended for the duration of the force majeure event.

14.3 If the force majeure event lasts for more than three (3) months, either party may terminate the affected Order(s) by written notice, without liability for either party other than the obligation to refund any sums paid for Products that have not yet been delivered.

15. Intellectual property and resale conditions

15.1 Ownership. The trade name “LeLigne”, the LeLigne logo, the visual identity of LeLigne, and the patterns, designs and prints featured on the Products are the exclusive property of the Seller and/or its associates. The patterns and prints are original works protected by copyright (notably under the Portuguese Código do Direito de Autor e dos Direitos Conexos, the French Code de la propriété intellectuelle, and equivalent legislation in other jurisdictions). The Buyer acquires no intellectual property rights in the Products other than the right to resell them in accordance with these GTC.

15.2 Resale of Products. The Buyer may resell the Products in its physical points of sale and on its own e-commerce website, provided that:

• 1. the Products are presented in a manner consistent with the premium positioning and the image of LeLigne;
• 2. the Products are not altered, modified, repackaged or combined with other products in a way that misrepresents their origin or quality; and
• 3. the Buyer does not engage in misleading commercial practices regarding the Products.

15.3 Online marketplaces. The Buyer shall inform the Seller in advance of any intended resale of the Products on third-party online marketplaces. The marketplaces used must be consistent with the premium positioning and image of LeLigne. If the Seller considers, on objective grounds, that resale on a specific marketplace harms the brand image of LeLigne (for example through the marketplace’s positioning, presentation, pricing practices, or proximity to non-compatible products), the Seller may request the Buyer to cease such resale, and the Buyer shall comply within a reasonable time.

15.4 Use of the LeLigne name and visuals. The Buyer is authorised to use the “LeLigne” name and the photographs supplied by the Seller (a) to identify the Products as LeLigne products in its catalogues, points of sale, e-commerce site and social media; and (b) to a reasonable extent for the purpose of promoting the Products. Such use must respect the visual identity of LeLigne and may not suggest any partnership, agency, exclusivity or endorsement beyond what is set out in these GTC.

15.5 Restrictions. The Buyer must not: (a) register any domain name, social media handle, or trademark including “LeLigne” or any confusingly similar term; (b) reproduce, modify, or distribute the patterns, designs or prints of the Products other than for the purpose of reselling the Products as supplied by the Seller; or (c) use photographs of the Products taken from the Site without the Seller’s prior consent for any purpose other than reselling the Products.

15.6 Termination of authorisation. The authorisations granted under this Article 15 terminate automatically upon termination of the commercial relationship between the parties or in case of breach of these GTC by the Buyer.

16. Personal data

16.1 In the performance of these GTC, the Seller processes personal data relating to the Buyer’s representatives (in particular name, position, professional contact details, billing information). The Seller acts as data controller for such processing.

16.2 Personal data is processed for the purposes of order management, invoicing, delivery, customer relationship management, and compliance with legal obligations. Personal data is retained for the duration of the commercial relationship and for the periods required by applicable law (notably accounting and tax retention periods).

16.3 The persons concerned have the rights provided by Regulation (EU) 2016/679 (GDPR), in particular the rights of access, rectification, erasure, restriction of processing, objection and portability. These rights may be exercised by email to support@leligne.com.

16.4 The Seller’s full privacy policy is available on the Site.

17. Confidentiality

Each party undertakes to treat as confidential any non-public information received from the other party in the course of the commercial relationship, including pricing, commercial conditions, customer lists and product roadmaps, and not to disclose such information to any third party other than its employees, advisors and subcontractors bound by an equivalent duty of confidentiality, and only to the extent necessary for the performance of the Orders. This obligation survives termination of the commercial relationship for a period of three (3) years.

18. General provisions

18.1 Severability. If any provision of these GTC is held to be invalid, illegal or unenforceable, the remaining provisions remain in force.

18.2 Non-waiver. The failure or delay by either party in exercising any right or remedy under these GTC does not constitute a waiver of that right or remedy, nor of any other right or remedy.

18.3 Assignment. The Buyer may not assign or transfer its rights or obligations under these GTC without the Seller’s prior written consent. The Seller may assign or transfer its rights and obligations to any affiliate or to any third party in connection with a transfer of all or part of its business.

18.4 Notices. Unless otherwise specified, notices under these GTC are validly given by email (with confirmation of receipt) to the addresses set out in the Order or in these GTC.

18.5 Languages. These GTC are made available in English and in French. In the event of any discrepancy between the two versions, the English version prevails.

18.6 Entire agreement. These GTC, together with the Order accepted by the Seller and any specific terms expressly agreed in writing between the parties, constitute the entire agreement between the parties in relation to the sale of Products and supersede any prior or contemporaneous communications, representations or agreements.

19. Governing law and jurisdiction

19.1 These GTC and any Order placed under them are governed by the laws of Portugal, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980).

19.2 Any dispute arising out of or in connection with these GTC or any Order is subject to the exclusive jurisdiction of the courts of Porto, Portugal, even in the event of multiple defendants, third-party proceedings, or summary proceedings.

19.3 Amicable resolution. Before initiating judicial proceedings, the parties shall make reasonable efforts to resolve any dispute amicably, including, where mutually agreed, through commercial mediation under the rules of any reputable mediation entity chosen jointly. This obligation does not prevent either party from seeking interim or precautionary measures before the courts, nor does it apply if the dispute concerns urgent payment of an invoice.

19.4 Notwithstanding Article 19.2, the Seller reserves the right to bring proceedings against the Buyer in the courts of the Buyer’s domicile.