GREEN PRAXIS’ GENERAL TERMS AND CONDITIONS OF SALE
Article 1 : Subject
These General Terms and Conditions of Sale (GTCS) govern the commercial relations between Green PRAXIS, a simplified joint stock company (SAS) with a share capital of €200,000.00, whose registered office is located at "Sky Center" La Marseillaise, 2 bis Boulevard Euroméditerranée Quai d'Arenc CS 10571, 13236 Marseille Cedex, FRANCE, registered in the MARSEILLE Trade and Companies Register under the SIRET number 892 752 106 00013, and its Clients.
The Seller, Green PRAXIS, is a supplier of services and products contributing to the establishment of plant cover management solutions for professionals (https://greenpraxis.com).
By placing an order, the Customer declares that he has fully understood and accepted them without reservation. The Customer's acceptance of the General Terms and Conditions of Sale is evidenced by ticking the box "I accept the General Terms and Conditions of Sale" on the order form. The Customer also certifies that he/she has full legal capacity to contract and place an order.
Article 2 : General provisions
These General Terms and Conditions of Sale are an integral part of the Contract between the Buyer (the Customer) and the Seller (the Company). They are fully enforceable against the Buyer who is deemed to have had full and complete knowledge of them before placing an order.
The applicable GTC are those in force on the date of the order.
The Seller reserves the right to modify its General Terms of Sale at any time.
The Customer acknowledges that he/she has received the necessary advice and information in order to ensure that the offer is suitable for his/her needs.
The Customer declares that he/she is legally capable of contracting under French law or that he/she validly represents the natural or legal person for whom he/she is contracting, who, unless otherwise agreed, and in the absence of the Seller's express agreement, remains the sole beneficiary of the terms of the contract without the possibility of transferring it to another person.
These terms and conditions are available on the Company's website in French and English. They exclusively govern, unless otherwise agreed in writing, the relationship between the Parties. The illustrations or photos of the products and services offered for sale have no contractual value.
Article 3 : Price
The prices of the products and services sold are those in force on the day the order is taken and are indicated in Euros excluding taxes. They are also indicated in euros including all taxes (Value Added Tax (VAT) + other possible taxes) on the order form.
These prices are deemed to be fixed, except in the event of an increase in taxes or a gross and obvious error in calculation. However, the Client accepts, in the cases referred to above, that the prices mentioned on the order form may be modified according to the commercial reality of the contract.
Article 4 : Discount
No discount will be granted for early payment.
Article 5 : Reduction and price cut
The prices on the order form are understood to include all discounts, rebates or discounts granted by the Seller in the context of the contractual negotiations.
Article 6 : Products and services
The Buyer acknowledges that he/she has been informed of the essential characteristics of the services and products ordered.
When the delivery of the products and services is not immediate, or is spread out over time, information is given by any means of communication. The Customer acknowledges having received details of the terms of payment, delivery and execution of the contract.
Article 7 : Terms of execution
The products and services are provided and delivered against the signature of a delivery note, according to the terms and conditions that were indicated at the time of the order.
By signing the delivery note without any reservation, the Customer is presumed to have received the goods without any apparent defect.
The indicative delivery times do not take into account the time required to prepare the order. Delays that are not attributable to the Seller (climatic accidents, force majeure, orders from a legitimate authority, unavailability of products or plants, seasonality, without this list being exhaustive) may not give rise to a reduction in the contract or its cancellation.
Article 8 : Payment and late payment
Payment is due upon receipt of the invoice. This is sent to the Customer by e-mail, the date of the e-mail being taken as proof.
The amount of the sums due, after a period of thirty days, shall be increased by the legal interest rate plus three points. A payment schedule is established between the parties and the corresponding invoices are sent to the Customer on each due date. In the absence of such a payment schedule, payment shall be staggered on a monthly basis.
In the event of total or partial non-payment of the products and services delivered on the date of receipt, the Buyer shall pay the Seller a late payment penalty calculated on the amounts still due, by applying the legal interest rate plus three points. The legal interest rate is the one in force on the day the products and services were ordered.
This penalty is calculated on the amount of the outstanding amount, including all taxes, and runs from the due date without the need for any prior notice of default.
In addition, any sum not paid on the due date shall automatically give rise to the payment by the Customer of a fixed indemnity of 40 euros due for preliminary file and collection costs, in accordance with Article D.441-5 of the French Commercial Code. However, if the collection costs incurred by the Seller are higher than this amount, the Seller reserves the right to ask the Customer for an additional indemnity in this respect.
Any additional sum incurred by the Seller in order to recover from the Buyer the amount of the sums still due shall be borne by the Buyer.
Article 9 : Resolutive clause
If, within fifteen (15) days following the implementation of the "Payment and late payment" clause, the Buyer has not paid the amounts still due, the sale shall be cancelled by operation of law and may give rise to the right to claim damages from the Company.
In the event of the Buyer's receivership or liquidation, the contract shall be deemed to be terminated on the date of the judgment opening the proceedings. The Buyer shall remain liable for the sums corresponding to the stage of progress of the order, and shall not be able to demand, except with the express agreement of the Seller in the case of a receivership, and the provision of a payment guarantee, the completion of the order.
Article 10 : Guarantees
The Customer is solely responsible for the choice of products and services, their conservation and their use. The guarantee shall run from the date of delivery of the products. The Company, as part of its obligation of advice and means, guarantees that it will perform the contract with reasonable care and competence and in accordance with the discussions held with the Client. It is specified that Green PRAXIS, as part of its obligation to advise, recommends solutions and quantities of products and plants adapted to the issue at stake, but that the Customer remains the sole master of his choices.
The products and services delivered are subject to the legal guarantee of conformity, provided for in Article L.217-4 of the Consumer Code. The Customer may decide to invoke the guarantee against hidden defects in the item sold, as provided for in Articles 1641 et seq. of the Civil Code. This guarantee covers the products and plants against any hidden defect resulting from a defect affecting the products and making them unfit for use. In this case, the Customer may request the cancellation of the sale of the defective products or a reduction in the sale price.
In any event, the guarantee is excluded in the event of force majeure, climatic accident, act of a third party, improper use of the products and services, negligence or insufficient maintenance of the plants on the part of the Customer, voluntary or involuntary damage by third parties.
The Seller's reimbursement to the Customer may not in any event exceed the net value of the goods and the goods alone.
Article 11 : Right of withdrawal
In accordance with the provisions of article L.221-3 and articles L.221-18 et seq. of the French Consumer Code, the Buyer has the right to withdraw without giving any reason, within fourteen (14) days from the date of receipt of the order.
The right of withdrawal may be exercised by contacting the Company by means of a registered letter with acknowledgement of receipt, containing the information relating to the order.
However, this right of withdrawal is not applicable when the service, at the written request of the Buyer, has been initiated or is fully executed before the end of this fourteen (14) day period.
With regard to the products sold, Green PRAXIS draws the Customer's attention to the nature of certain products sold, in particular plants subject to maintenance requirements as well as to specific transport conditions with regard to the fragility of the products, their need for water and light, etc., which, in view of these specific constraints, necessarily fall within the category of perishable products excluded from the scope of the right of withdrawal.
Article 12 : Intellectual property rights
The brands, domain names, products, software, images, videos, texts, methodologies or more generally any information subject to intellectual property rights are and remain the exclusive property of the Seller. No transfer of intellectual property rights is made through these presents.
Thus, the Customer shall refrain from any total or partial reproduction, modification, use, communication of the documents and deliverables, technical recommendations and recommendations, subject of the service contract, to any natural or legal third party, public or private, including the companies on which they depend or with which they are linked, subsidiaries, commercial partners, for any reason whatsoever, unless expressly authorised in writing by the Seller.
Each service is subject to a Confidentiality Agreement (also referred to as Non Disclosure Agreement - NDA) between the Seller and the Buyer setting out the conditions under which the parties undertake to keep and use the Confidential Information they communicate to each other and the sanctions attached to unauthorised disclosure.
In addition, Green PRAXIS reserves the right to display the name and logo of its research, commercial and institutional partners for commercial promotion, referencing and communication purposes only. It is agreed that the companies, laboratories, research institutes, without this list being restrictive, retain their intellectual property rights on the above-mentioned elements.
Article 13 : Limitation of liability clause
The products and services offered comply with the legislation in force.
As mentioned in Article 2 of the present document, the photos, illustrations, graphics, without this list being restrictive, of the products and services are not contractual. Consequently, Green PRAXIS shall not be held liable in case of error or omission in any of these photographs, texts or graphics, information or characteristics of the products or in case of modification of the characteristics of the products and services by the Seller.
These Terms and Conditions set out the full obligations and liabilities of the Seller in relation to the supply of the products and services. Any additional warranties of any kind, whether express or implied, and any conditions or stipulations other than those expressly mentioned herein are, with the exception of obligations defined by law, not enforceable against the Company. More specifically, Green PRAXIS is not responsible for the suitability of the Products and Services for the purposes for which the Customer intends them, unless the Customer has informed the Seller of such purposes at the time of the conclusion of the sales contract and the latter expressly stipulates this.
The Seller shall not be liable, whether in contract, tort or otherwise, for any loss of revenue, loss of profits, loss of contracts, business or anticipated savings, loss of data, loss of goodwill or reputation or any other type of indirect or consequential loss or damage whatsoever arising out of the performance or termination of the contract.
It is hereby specified that the purpose of the service, the products sold, and their durability depend on the maintenance policy implemented by the Customer, for which the Seller cannot be held responsible in any way whatsoever, which the Customer expressly accepts.
In accordance with Article L. 1338-3 of the French Public Health Code, any distributor or seller of plants that may be harmful to human health is required to inform the purchaser, prior to the conclusion of the sale, of the risks to human health and, where applicable, of the means of preventing them.
Certain plants, listed exhaustively in the annex to the order of 4 September 2020, can potentially present intoxications by ingestion, respiratory allergies, cutaneous-mucosal reactions or abnormal skin reactions in case of exposure to the sun. These risks, precautions and/or actions to be taken if necessary are presented in the following document: https://www.legifrance.gouv.fr/jorf/id/JORFTEXT000042325453.
By accepting these general conditions of sale, the Buyer acknowledges having been duly informed, prior to the sale, of the risks to human health potentially linked to the acquisition and planting of the said plants and waives the right to seek damages from Green PRAXIS in this respect.
Green PRAXIS shall not be held liable, and the Buyer waives its liability, in the event of an accident due to force majeure, fire, flood, and any other natural or unnatural accident, voluntary or involuntary damage caused by third parties, users, principals or employees of the Customer who disturb the installation sold, or damage it in any way whatsoever, and in any proportion whatsoever.
Green PRAXIS may not under any circumstances be held liable for any financial, commercial or other loss, particularly immaterial or moral, resulting from the implementation of its services. Green PRAXIS cannot be held responsible for risks, hazards and weather conditions that may affect the performance of the Services and Products sold.
The liability of Green PRAXIS, if any, shall be limited to the total amount exclusive of tax of the part of the contract relating to the sale of plants / to the solution implemented which has been damaged. Green PRAXIS and its insurers shall not be liable for any additional compensation on any grounds whatsoever. The parties confirm that the agreed price takes into account a fair distribution of risks and that this limitation of liability clause is not derisory.
Article 14 : Termination clause
In the event of a breach by one of the Parties of the commitments set out in the present Agreement, which is not remedied within two months following the sending of a registered letter with acknowledgement of receipt notifying the breach(s) in question, the Parties may terminate the present Agreement by registered letter with acknowledgement of receipt without the need to proceed with any other formality.
In this case, the Buyer shall remain liable for the costs incurred by Green PRAXIS in the performance of the contract, up to this date, namely the costs of the study and diagnosis, the cost of the work time spent, any material costs (travel, accommodation, meals), without this list being exhaustive.
The Seller reserves the right to seek compensation for damages suffered in the event of improper termination of the contract.
Article 15 : Force majeure
The performance of the Seller's obligations shall be suspended in the event of the occurrence of a fortuitous event or force majeure which would prevent the performance thereof. The Seller shall notify the Customer of the occurrence of such an event as soon as possible. Force majeure is understood to mean the meaning of Article 1218 of the Civil Code as supplemented by case law.
Article 16 : Foreseeability, compulsory execution, and the exception of non-execution
The present Agreement expressly excludes the application of the unforeseen circumstances regime provided for in Article 1195 of the Civil Code. It is also agreed hereby that the regime of compulsory execution against the Seller under Articles 1221 and 1222 of the Civil Code may not be invoked. Articles 1219 and 1220 covering the exception of non-performance may not be invoked against the Seller.
Article 17 : Invalidity and Amendment of this Agreement
If any of the provisions of the present Agreement should be invalidated, this shall not invalidate the other provisions, which shall remain in force between the parties. Any contractual modification is only valid after a written and signed agreement of the parties.
Article 18 : Amendment of the Agreement
Green PRAXIS reserves the right to modify these General Terms and Conditions of Sale at any time.
This modification is not retroactive and is only valid for the future.
The General Terms and Conditions of Sale applicable to a contract shall be those in force on the date of its signature as published on the Green PRAXIS website.
Article 19 : Applicable law and jurisdiction
All the clauses contained in these General Terms and Conditions of Sale, as well as all the purchase and sale operations referred to herein, are and will be subject to French law. Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law.
In the absence of an amicable solution, the dispute will be brought before the Commercial Court of Marseille, France.
Aix-en-Provence, August 2022.