GENERAL TERMS AND CONDITIONS

1. SCOPE and purpose

1.1. The company SECONDFLOR markets preserved flowers and plants. These general terms and conditions (hereinafter the "GTC") apply to any offer to sell, sale or order of flowers and preserved plants for decorative purposes (hereinafter the "Products") concluded between SECONDFLOR and any professional purchaser located in France and/or abroad (hereinafter the "Customer(s)") via the website www.secondflor.com (hereinafter the "Website"). The GTC constitute the sole basis for commercial negotiation under the provisions of Article L.441-1 of the Commercial Code and are available to any Customer who requests them.
1.2. These GTC cancel and replace all previous GTC. Contracts entered into and orders placed with SECONDFLOR are subject to these GTC, which may be supplemented by special conditions in accordance with the regulations in force. Placing an order implies the Customer's full and unreserved acceptance of these GTC.
1.3. SECONDFLOR retains the right to amend these GTC and will inform the Customer by any means. In this case, the amendments shall apply to any order for Products placed after the information given by SECONDFLOR to the Customer.
1.4. No general terms and conditions or specific terms and conditions may, unless formally approved in writing by SECONDFLOR, take precedence over these GTC. Documents such as: commercial documents, catalogues, advertisements, price lists not expressly mentioned in the special conditions, which are merely indicative and non-contractual, do not constitute part of the contract.
1.5. Any allowance by SECONDFLOR, of whatever frequency or duration, to the application of these GTC shall not be considered as a modification, deletion and/or express or tacit waiver of the clauses and obligations provided for herein.

2. CHARACTERISTICS and terms of use of the Products

2.1. The Products and their essential characteristics are described in the commercial documentation (technical data sheets, photographs, in particular) appearing on the Website. The photographs of the Products are not contractual and cannot exactly reflect the colours, shades and sizes of the Products ordered by the Customer.
2.2. SECONDFLOR retains the right to make any changes, additions, replacements or deletions to the Products that it deems necessary, at any time and for any reason whatsoever. SECONDFLOR does not provide any guarantee of stock of Products to the Customer.
2.3. The Products comply with the European legislation in force and the standards applicable in France.
2.4. The Customer is liable for the storage of the Products, their manipulation and their use once they have been delivered by SECONDFLOR. The Customer undertakes in particular to comply strictly with the recommendations for use made by SECONDFLOR on the Website.
2.5. SECONDFLOR may not be held liable by the Customer due to storage of the Products that does not comply with the relevant standards, or in the event that the Customer fails to observe the precautions for use indicated by SECONDFLOR.

3. REGIStration

3.1. All Customers have the possibility to register at the time of their first visit on the Website in order to create an account (hereafter the "Account").
3.2. To open an Account, the Customer must provide various information required to process orders (company name, product use, first name, last name, mobile phone, e-mail address, mailing address) and must choose a password. Any incomplete registration will not be validated, which the Customer acknowledges and accepts. The Customer will receive an e-mail at the specified e-mail address confirming their registration.
3.3. The e-mail address and password constitute the Customer's credentials.
The information that the Customer provides to SECONDFLOR at the time of registration must be complete, accurate, up-to-date, truthful and not misleading. SECONDFLOR retains the right to ask the Customer to confirm, by any appropriate means, his identity, his eligibility and the information provided.
The Customer is informed and accepts that the information entered for the purpose of creating or updating his Account is proof of his identity. The information entered by the Customer is binding upon them as soon as it is approved. The Customer commits to updating any information necessary to proceed with their identification.
3.4. The Customer shall be solely responsible for the use of his credentials or actions taken through his Account.
In the event that a Customer discloses or uses their credentials in a manner contrary to their purpose, SECONDFLOR may terminate access to the Account without notice or compensation. Any access and action carried out from a Customer's Account will be presumed to be carried out by that Customer. SECONDFLOR shall not be held responsible in the event of identity theft of a Customer.
In the event of loss, embezzlement or unauthorised use of a Customer's credentials, the Customer undertakes to notify SECONDFLOR without delay using the contact form: https://www.secondflor.com/en/contact-us.
3.5. The Customer's registration automatically leads to the opening of an Account in his name allowing him to :
- view and manage orders placed on the Website;
- update their personal information and addresses;
- consult the credit notes and discount vouchers obtained.
The Customer may access their Account in order to change their password. It is recommended that the Customer change their password on a regular basis.
3.6. The Customer may close his Account at any time by sending an email via the contact form. SECONDFLOR will proceed as soon as possible to deactivate the Account and will send the Customer an e-mail confirming the closure. The closure of an Account requires that the Orders in progress have been delivered and that the Customer is up to date with his payments. SECONDFLOR retains the right to close an Account that does not meet the requirements of this article.

4. ORDER and acceptance

4.1. Orders (hereinafter the "Orders") for Products are placed directly on the Website via the Customer's Account. SECONDFLOR does not provide any Product samples.
4.2. Once the Products have been selected and placed in the shopping cart, the Customer must click on the shopping cart and check that the content of the Order is correct ( including the quantity, characteristics and references of the Products ordered, the billing address, the method of payment and the price) before proceeding to validate its content.
Once the Customer has validated the contents of the shopping cart and logged in/registered, the Customer will be asked to fill in the information concerning the delivery address and the delivery method. The sign (*) indicates the mandatory fields that must be fulfilled for the Customer's Order to be processed by SECONDFLOR.
The Customer may then proceed to pay for the Products according to the chosen method of payment, by following the instructions on the Website and providing all the information required for invoicing. It is specified that the Customer may not proceed with the payment without having previously accepted these GTC without reservation.
4.3. A confirmation e-mail is sent to the e-mail address provided by the Customer mentioning the order number and the details of the Product(s) ordered.
The invoice is automatically sent by e-mail to the Customer and can be downloaded from their on-line account.
4.4. Processing of the order is subject to the actual availability of the Products. The unavailability of a Product is indicated on the page of the Product concerned. If, despite the best endeavours of SECONDFLOR, a Product proves to be unavailable after the Customer has placed an Order, SECONDFLOR will inform the Customer by e-mail as soon as possible and the Customer will automatically receive a credit note for an amount equivalent to that of the Product initially ordered and which proves to be unavailable.
SECONDFLOR shall not be held liable in the event of the temporary or permanent unavailability of Products ordered by the Client. SECONDFLOR retains the right to cancel or refuse an Order. No forced delivery or claim for compensation may be sought by the Customer.

5. CHANGE - Cancellation - Return

5.1. Any change or suspension of the contract requested by the Customer shall be subject to the express approval of SECONDFLOR and shall be formalised by a written agreement, which shall take into account the additional costs and time involved.
5.2. No confirmed purchase can be cancelled by the Customer once the Order is being prepared. Any request for cancellation must be sent via the contact form. If the request is accepted, SECONDFLOR will cancel the Order.
5.3. No return or exchange of Products is accepted by SECONDFLOR.

6. PRice

6.1. Prices are established in euros, "departing from SECONDFLOR's warehouse" and excluding taxes, shipping costs, insurance, special packing and specific conditioning which may vary depending on the country of expedition. Any exemption from VAT must be requested at the time of the Order and to this end, the Customer shall provide a valid intra-Community VAT number. The Customer hereby waives the right to claim any VAT refund from SECONDFLOR.
6.2. Unless a specific price has been agreed in advance, all deliveries of Products are invoiced at the price mentioned on the day of the order on the Website. SECONDFLOR retains the right to modify its prices at any time. The delivery costs charged will be indicated in the order confirmation. Amendments, in particular deletions of items, may not under any circumstances lead to forced deliveries or claims for damages.
6.3. For any request to manufacture a specific product not included in the SECONDFLOR catalogue, SECONDFLOR draws up and communicates to the Customer an offer adapted to the specifications set out in the specifications drawn up by the parties.
6.4. Any tax, duty or other service to be paid, in application of French regulations or those of an importing country or a country of transit, shall be borne by the Customer.

7. PAYment

7.1. Payment of the full price is due upon ordering. Payment for the Products is made online on the website by the following methods:
- by debit card (CB, Eurocard and Visa) via the payment service provider STRIPE (https://stripe.com/en-fr/legal/ssa). Payment is made directly on STRIPE's secure servers, and the Customer's bank details do not pass through the Website. The bank details submitted during the payment process are protected by an SSL (Secure Socket Layer) encryption process. In this way, these details are not accessible to third parties. The processing of the order is initiated as soon as the payment is accepted by the payment service provider.
- by bank transfer for any order exceeding 200€ excluding VAT. Bank details are given to the Customer at the time of the order. The Customer's company name and the order number must be mentioned in the title of the bank transfer. The Products of the order are reserved for a maximum period of 7 days following the confirmation of the order by the company SECONDFLOR. Exceeding this period automatically leads to the cancellation of the order. Any bank charges that may be claimed by the Customer's bank are solely at the expense of the Customer. The receipt of the bank transfer by SECONDFLOR initiates the preparation of the order.
7.2. SECONDFLOR retains the right to check the validity of the payment, before dispatching the Order, by all necessary means.
7.3. In the event of a payment incident, the Customer shall contact SECONDFLOR in order to pay for the Order by any other valid means of payment accepted by SECONDFLOR within 48 hours of the incident occurring. In the absence of such action, the Order shall be cancelled and the Order automatically terminated.
7.4. Where appropriate, in the event of default or late payment, the Customer shall be automatically liable, without prejudice to any claims for damages, for a penalty based on the amounts still due equal to ten (10) times the legal interest rate in force and a flat-rate compensation of forty euros (€40) for collection costs under the conditions of Article L. 441-10 and D.441-5 of the Commercial Code. When the recovery costs incurred are higher than the amount of this fixed compensation, SECONDFLOR may request additional compensation, upon justification.
Any delay in payment of a due date shall result, if SECONDFLOR sees fit, in the forfeiture of the contractual term, with the totality of the sums due becoming immediately payable.
7.5. In accordance with the provisions of Article L. 442-1 of the Commercial Code, the Customer formally refrains from any practice consisting of suspending payments, automatically debiting or automatically invoicing SECONDFLOR for sums which have not been expressly recognised by it as due under its responsibility.
The fact that SECONDFLOR avails itself of one and/or other of these provisions does not deprive it of the right to implement the retention of title clause stipulated in Article 9.

8. SHIPping

8.1. The shipping area includes : Metropolitan France, Monaco, Germany, Belgium, Austria, Italy, Ireland, Spain, Portugal, Luxembourg, Netherlands, Croatia, Greece, Bulgaria, Hungary, Denmark, Finland, Estonia, Latvia, Lithuania, Slovenia, Poland, Czech Republic, Romania, Slovakia and Sweden. Excluded from the offer are all islands (except Corsica) and areas outside the European continent.
8.2. The Products are shipped to the delivery address(es) that the Customer will have indicated during the ordering process. Deliveries are made under the CCI 2020, DDP Incoterm unless specifically arranged between the parties. The risks, as well as the costs, will be transferred to the Customer according to the applicable CCI 2020 Incoterm and notwithstanding the retention of title clause provided for below.
8.3. An e-mail will automatically be sent to the Customer when the Order is dispatched, to the e-mail address provided by the Customer on their Account.
8.4. When placing the Order, SECONDFLOR shall indicate to the Customer the possible shipping methods for the Products purchased and the indicative times involved. Shipping costs are calculated according to the delivery method and the delivery address. The details of the delivery conditions are shown on the Website at the following link: https://www.secondflor.com/en/content/27-delivery-informations.
8.5. The delivery time specified in the order confirmation is given as an indication only and is in no way guaranteed.
In any case, delivery within the deadline can only take place if the Customer is up to date with all his obligations towards SECONDFLOR. Delays in delivery do not entail cancellation or alteration of the contract, and shall not give rise to the allocation of damages or penalties.
8.6. The condition and the absence of any apparent defect of the delivered package(s) must imperatively be checked by the Customer upon delivery, before they give discharge to the carrier. In the event of damage, damaged packages or any other problem with the delivery, the Customer shall (i) mention its comments on the carrier's delivery note and (ii) inform SECONDFLOR immediately and at the latest within 48 hours in writing by sending it the carrier's delivery note stating the comments so that SECONDFLOR can take action against the carrier in the manner and within the timeframe provided for in Article L.133-3 of the French Commercial Code. Failing this, the Customer is deemed to have accepted the delivery of the Products without reservation.
The Customer shall provide any justification as to the reality of the defects observed, SECONDFLOR retains the right to proceed, directly or indirectly, to any observation and verification.
8.7. In the event that the Customer is found to be responsible for the non-delivery of the Products on the agreed date, the Customer shall bear the costs detailed on the Website at the following link: https://www.secondflor.com/en/content/27-delivery-informations.
8.8. Deliveries may go in hand with any advertising material (brochures, merchandising solutions, etc.) useful for marketing the Products.

9. RETENTION of ownership

9.1. SECONDFLOR retains full ownership of the goods that are the subject of the contract until the effective payment of the full price in principal and accessory. Failure to pay any of the instalments may result in the reclaiming of these goods.
9.2. The Customer shall take all necessary steps to identify the Products and take all defensive measures to make SECONDFLOR's right of ownership known in the event of seizure or claim by a third party. The Customer shall immediately inform SECONDFLOR of any event that may affect the implementation of this reservation of ownership clause under normal conditions.
9.3. In the event of failure to pay on the due date, SECONDFLOR may exercise its right of ownership after sending a letter of formal notice to the Customer by registered letter with acknowledgement of receipt, which has remained unsuccessful within 8 (eight) days of its receipt. In this case, the Products shall be returned to SECONDFLOR, at the Customer's expense and risk, without prejudice to the exercise of any other right by SECONDFLOR. The Products in stock at the Customer's are presumed to be those that are unpaid. Nevertheless, from the time of provision or delivery to an agreed location, the Customer shall assume responsibility for any damage that these goods may suffer or cause.

10. FORTUITY and force majeure

10.1. In the event of the occurrence of an incident beyond the control of the parties which compromises the balance of the contract to such an extent as to render the performance of its obligations seriously prejudicial to one of the parties, each party shall inform the other without delay and the parties agree to negotiate in good faith the amendment of the present contract. In the event of refusal or failure to renegotiate, the parties may agree to terminate the contract, on the date and under the conditions that they determine, or ask the judge by mutual agreement to adapt it in accordance with Article 1195 of the Civil Code. If no agreement is reached within a reasonable period of time, the judge may, at the request of a party, revise the contract or terminate it, on the date and under the conditions that the judge determines.
10.2. None of the parties to the contract may be held responsible for its delay or failure to perform one of its obligations under the contract if this delay or failure is the direct or indirect effect of a case of force majeure within the meaning of Article 1218 of the Civil Code and in particular : natural disasters, floods, fires in all or part of the premises of SECONDFLOR or its own suppliers, strikes by all or part of the staff of SECONDFLOR or its own suppliers, embargoes, governmental and/or legal restrictions, malfunctions in the means of transport and/or in the means of supply of the Products and/or raw materials by SECONDFLOR or its own suppliers. Each party shall inform the other party, without delay, of the occurrence of a case of force majeure of which it is aware and which, in its opinion, is likely to affect the performance of the contract. The parties shall consult each other as soon as possible to examine in good faith the consequences of the force majeure and consider by mutual agreement the measures to be taken. If these events last for more than two months, SECONDFLOR or the Customer may terminate the contract.
In the event that an event of force majeure and/or its consequences continue for more than sixty (60) consecutive calendar days, either party may terminate the sale by registered letter with acknowledgement of receipt, without liability on either side.

11. INTELLECTUAL property and privacy

11.1. The Customer is expressly advised that the Products manufactured and marketed by SECONDFLOR as well as the Website and the photographs of the Products published on the Website are likely to be protected by a set of intellectual and/or industrial property rights within the meaning of the Intellectual Property Code and in particular, without this list being exhaustive: patents, designs and models, trademarks, logos, copyrights, distinctive signs, know-how, all of which belong to SECONDFLOR (hereinafter referred to as the "Intellectual Property Rights").
As a result, and unless SECONDFLOR has given specific, express and prior agreement, the Customer shall refrain from using, reproducing, distributing, exploiting, modifying, correcting and/or infringing in any way whatsoever, including through any third party, the Intellectual Property Rights belonging to SECONDFLOR. It is expressly agreed that the Photographs of the Products may not be used publicly by the Customer.
11.2. The parties mutually commit themselves to a general obligation of confidentiality concerning all confidential oral or written information, whatever it may be and regardless of the medium exchanged within the framework of the preparation and execution of the contract, except for information that is commonly known to the public or information that will become known otherwise than through the fault or act of the Client. The parties agree to take all necessary measures to ensure compliance with this obligation of confidentiality, throughout the duration of the contract and even five (5) years after its expiry, and undertake to ensure compliance with this obligation by all their employees and subcontractors or other contractors.

12. LIABILITY - Compliance - Hidden defects - Claims

12.1. Liability
12.1.1.
The liability of SECONDFLOR is strictly limited to compliance with the contractual specifications. SECONDFLOR's liability shall be limited to direct material damage caused to the Customer resulting from faults attributable to SECONDFLOR in the execution of the contract.
SECONDFLOR shall not be obliged to compensate immaterial or indirect damage (such as: loss of operation, profit, chance, commercial loss, loss of earnings) or the harmful consequences of faults committed by the Customer or third parties in connection with the execution of the contract.
12.1.2. The Customer is liable for compliance with the legislation and regulations applicable to its activity. SECONDFLOR shall not be held liable in the event of non-compliance by the Customer with the rules applicable to its activity. The Customer agrees to compensate and release SECONDFLOR from any liability for any claim, cost or damage arising from abnormal, improper or non-compliant use of the Products, from negligence, or from any violation of these GTC by the Customer.
12.1.3. Under no circumstances shall the contractual liability of SECONDFLOR, as it may be incurred in application of these GTC, exceed the amount of the sums paid or remaining to be paid by the Customer for the purchase of the Product under consideration.


12.2. Compliance
12.2.1.
As soon as the Products are received, the Buyer must check, at his own expense, the conformity of the nature and quantity of the Products delivered in relation to the order as well as the absence of any apparent defect.
Any dispute, claim or reservation concerning the non-conformity of the Products delivered must be made via the "Quality Claim" tab within 16 working days for France and 19 working days for other countries as from the dispatch of the Products.
12.2.2. In the event of failure to do so, the delivery shall be considered to be in conformity with the order, both in terms of quality and quantity, it being understood that no complaint shall be taken into consideration by SECONDFLOR after the Products have been used.


12.3. Guarantee of hidden defects
12.3.1.
Under Article 1641 and subsequent of the Civil Code, SECONDFLOR is liable for hidden defects in the Product sold that make it unsuitable for the use for which it was intended, or that reduce this use so much that the Customer would not have acquired it, or would have given a lower price for it, if he had known about them.
12.3.2. The hidden defects for which the guarantee of the Products sold by SECONDFLOR may be implemented must exist at the time of the transfer of risks. Consequently, in order to obtain a credit note or a total or partial reimbursement, at SECONDFLOR's discretion, the Customer shall provide all justification as to the reality and existence of the hidden defects noted prior to the transfer of risks and their knowledge by SECONDFLOR on the day of the sale.
12.3.3. SECONDFLOR shall only be liable for hidden defects under the conditions defined above if the Customer has stored, marketed and used the Products in a normal manner and in accordance with the recommendations of SECONDFLOR.


12.4. Claims
12.4.1.
Any complaint by the Customer, including the above-mentioned reasons, must be made via the "Quality Complaint" tab on the Customer's Account.
Any complaint by the Customer formulated via the "Quality claim" tab must :
- be provided with the references and quantities of the Products concerned;
- be supported by photos of all the Products concerned illustrating the damage(s) / defects;
- concern exclusively the Products, excluding their packaging or wrapping;
- be sent within the above-mentioned time limits.
If the above rules are not respected, the Customer's claim will not be processed by SECONDFLOR.
12.4.2. Within the framework of the quality claim, the Customer commits to respond to any correspondence from SECONDFLOR within a maximum period of fifteen (15) days. Failing this, SECONDFLOR reserves the right to close the Customer's claim.
12.4.3. After investigation and if SECONDFLOR accepts the claim, SECONDFLOR will provide a suitable solution. When a compensation proposal is made by SECONDFLOR, the Customer may opt for a refund within a maximum of fifteen (15) days via the means of payment used for the Order or for a voucher which will be sent by e-mail.

13. PERSONAL data

13.1. SECONDFLOR may process the personal data of the Customer or its natural person representatives for the purposes of processing orders, executing contracts for the sale of Products, sending commercial information if the Customer has expressly chosen this option for managing customer relations and keeping their account records.
13.2. SECONDFLOR hereby states that it complies with and undertakes to comply with the regulations on personal data in force in France, and in particular the European regulation on data protection of 27 April 2016 (GDPR) modified by the order of 12 November 2018 and decree no. 2019-536 of 29 May 2019 taken for its application, and the amended law on information technology and freedoms of 6 January 1978.
13.3. SECONDFLOR's privacy policy is available at the following address: https://www.secondflor.com/en/content/26-politique-de-confidentialite.

14. GOVERNING law and competent court

14.1. The governing law is French law. The provisions of the Vienna Convention of 11 April 1980 on the International Sale of Goods are expressly excluded.
14.2. The Parties commit themselves to try to settle their disputes amicably prior to bringing the dispute before the relevant Commercial Court.
14.3. All contractual or extra-contractual disputes relating to these GTCs and to the sales they govern (including the existence, enforceability, validity, interpretation, execution and/or non-execution of these GTCs) shall be submitted to the competent courts located within the jurisdiction of the registered office of SECONDFLOR, even in the event of summary proceedings, incidental application, appeal for guarantee or multiple defendants.

SECONDFLOR
Simplified joint stock company and a capital of 1,059,540 euros, registered in the RCS of Montpellier under the number 908 572 191.
Headquarters are established at via Domitia 175 avenue de la Capelado - 34160 CASTRIES, FRANCE.
Revision : November 7, 2022.


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