Terms and conditions of sale

Between CAILLEAU HERBORISTERIE, domiciled at 6 Rue de Strasbourg - 49120 CHEMILLE EN ANJOU, with capital of €250,000, registered with the Angers Trade and Companies Registry under Siret No. 31389721700025 and represented by M BRARD Jordan and BAUDRY Nicolas, duly authorized for the purposes hereof.
Hereinafter the "Seller" or the "Company".
On the one hand,
And the individual or legal entity purchasing the company's products or services,
Hereinafter referred to as "the Buyer", or "the Customer"
On the other hand,
It has been explained and agreed as follows:

Article 1: Purpose

These General Terms and Conditions of Sale determine the rights and obligations of the parties in the context of the sale of Products or Services offered by the Vendor, including sales made on the online merchant site https://www.herbo-cailleau.com/en/.
Article 1104 of the French Civil Code stipulates that the clauses of agreements drawn up between a company and its customer are considered to be rules of law which must be respected and applied in good faith. They can only be revoked with the mutual approval of both parties, or by the stipulations of a law which authorizes it.
Prior to this date, the present conditions of sale are made available to all buyers for information purposes and are available on the website https://www.herbo-cailleau.com/en/.
Any order implies unreserved acceptance of these general terms and conditions of sale, which prevail over any other conditions, versions or other contradictory documents, with the exception of those expressly accepted by the seller.
On the website, the fact that the Buyer ticks the box "I accept the general terms and conditions and the privacy policy by clicking on the "I have read the general terms and conditions of sale and I accept them unreservedly" box when creating a customer account, and by clicking on the "I have read the general terms and conditions of sale and I accept them unreservedly" box before validating any order, the customer automatically accepts these general terms and conditions of sale unreservedly and expressly.
The Seller and the Buyer agree that these terms and conditions shall exclusively govern their relationship. The Seller reserves the right to modify its terms and conditions from time to time. They will be applicable as soon as they are put online.

Article 2: General provisions

These General Terms and Conditions of Sale (GTCS) govern the sale of Products or Services by the Company, including online sales, and form an integral part of the contract between the Buyer and the Seller. They are fully enforceable against the Buyer who has accepted them before placing an order.
The Vendor reserves the right to modify these terms and conditions at any time by publishing a new version on its website, by post or by e-mail. The GCS applicable at that time are those in force on the date of payment (or first payment in the case of multiple payments) of the order. These GCS can be consulted on the Company's website at the following address: https://www.herbo-cailleau.com/en/ or at the customer's request.
The Customer declares that he/she has read the present General Terms and Conditions of Sale, and, where applicable, the Special Terms and Conditions of Sale (indicated on the offer, order confirmation or any other document) relating to a product or service, and accepts them without restriction or reservation.
The Customer declares that he/she is legally capable of entering into a contract under French law, or that he/she validly represents the individual or legal entity on whose behalf he/she is entering into a contract.
In the absence of proof to the contrary, the information recorded by the Company constitutes proof of all transactions.

Article 3: Prices

The prices of the products sold are indicated in Euros or dollars (on request) exclusive of tax and are precisely determined on the Product description pages. They are also indicated in euros including all taxes (VAT + any other taxes) on the product order page, and excluding specific shipping costs. For all products shipped outside the European Union and/or French overseas departments and territories, the price is automatically calculated exclusive of tax on the invoice. Customs duties or other local taxes or import duties or state taxes may be payable in certain cases. These rights and sums are not the responsibility of the Vendor.
These will be the responsibility of the purchaser (declarations, payment to the relevant authorities, etc.). In this respect, the Seller invites the purchaser to obtain information on these aspects from the relevant local authorities.

- SHIPPING: We offer FREE SHIPPING on orders of €225 or more, excluding VAT. For orders below this amount, postage is advanced and added to our invoices.
Free shipping does not apply to special orders or export orders.
For export, the incoterm proposed is at least FCA Chemillé-en-Anjou, and the customer is responsible for customs duties outside the European Union.
For deliveries to Corsica, a fixed charge of €25.60 will be applied for each shipment.

MINIMUM INVOICE :
o € 2 per product
o €50 excl. tax per invoice for France and €100 excl. tax per invoice for export.

SPLITS :
For any quantity of bulk plants less than one kilo, a surcharge of €1.5 will be applied to the plant line.

SLIDING-SCALE QUOTATION FOR BULK PLANTS
A 10% discount will be applied to all orders of 10 Kg or more per product.
For orders of 50 Kg or more per product, please consult us.

ANALYSIS BULLETINS: Please contact us.

Article 3.1: Prices - Spot changes

The Company reserves the right to modify its prices at any time in the future. Some prices may be subject to variations due to price fluctuations, exchange rates, and tariff adjustments imposed by our producers to enable them to cover their costs and maintain production quality. We advise you to refer to the invoice to calculate your selling prices.

Article 3.2: Prices - Revision of prices in the tariff as a whole

Our company reserves the right to modify its prices at any time. Such changes will be communicated with two weeks' notice before they come into effect. However, this period may be reduced in the event of force majeure, regulatory changes or exceptional increases in charges.

Article 4: Products and services

The essential characteristics of the goods, services and their respective prices are made available to the buyer.
In accordance with applicable contractual provisions, the essential characteristics of goods and services, as well as their prices, are clearly defined in commercial documents and order confirmations. In all cases, the total amount due by the Buyer is indicated on the order confirmation page. The selling price of the product is that in force on the day the order is placed, and does not include shipping costs invoiced in addition. These costs are indicated to the Buyer during the sales process, and in any case at the time of order confirmation. The Vendor reserves the right to modify its prices at any time, while guaranteeing the application of the price indicated at the time of the order. The delivery date is indicated on the order confirmation. If no delivery date is specified, it is the Customer's responsibility to ask the Vendor for information on the provisional delivery date.
The Seller endeavours to meet the delivery times indicated, but cannot guarantee these times due to contingencies such as stock availability, transport conditions, or unforeseen events.
If the Buyer requires a guaranteed delivery time, a specific contract must be drawn up between the parties. This contract will specify :
- The obligations of each party,
- Any penalties or compensation for failure to meet agreed deadlines,
- Any special conditions relating to the execution of the order.
In the absence of such a contract, no penalty or compensation may be demanded by the Buyer in the event of late delivery. The customer certifies that he has received details of delivery charges, payment, delivery and contract performance terms, as well as detailed information concerning the seller's identity, postal, telephone and electronic contact details, and his activities in the context of the present sale.
The Vendor undertakes to honour the Customer's order within the limits of available stocks. An order is considered valid only if it has been validated by the Buyer and confirmed by the Vendor. Under no circumstances may an order placed without explicit validation by the Vendor be considered valid or binding. In the event of unavailability of a product after validation of an order, the Vendor undertakes to inform the Customer within a maximum period of 7 working days following discovery of such unavailability. If no agreement is reached on a new delivery date or a possible product substitution, and if the Customer has already made a payment on a PROFORMA quotation or invoice, the Customer may request a full refund of the sums paid for the order concerned. In the absence of prior payment, no refund obligation shall apply. No compensation or additional penalties may be claimed by the Customer other than those provided for in this clause, except by special agreement between the parties. The period of validity of the offer of the Products as well as their prices are specified on the commercial offers, i.e. one month from the date of the offer unless sold in the meantime. The Buyer is responsible for verifying that the technical, analytical or other specifications of the Products correspond to its needs before validating the order.

Article 5: Placing an order on the website

5.1 Creating a customer account
All orders require the creation of a customer account. To create an account, customers must provide their SIRET number, their intra-community number, their company name, their delivery address, their billing address (if different) and, if applicable, the identity of the legal representative(s) of the customer's legal entity.

The Seller may set up the Customer's account to indicate specific payment terms that have been negotiated between the Buyer and the Seller and accepted by them. These terms may include specific conditions such as payment deadlines or alternative payment methods.

5.2 Placing an order on the website
The Buyer can place an order online by accessing his account and filling his basket with the products available in the online product catalog. The basket thus includes all the products selected on the website.
To validate the order, the Buyer must provide at least his identification data and, if necessary, additional information.
In this respect, the Buyer undertakes to provide the Seller with accurate information enabling it to perform all of its contractual obligations. The Seller shall not be held liable in the event that the information provided is false or erroneous.

5.3 Validation of online product order
In the event of unavailability of a standard product ordered, the buyer will be informed by e-mail.
For the order to be validated, the buyer must accept the present terms and conditions of sale by clicking where indicated. They must also choose the delivery address and method, and finally validate the payment method.
The sale will be considered final:
- after the seller has sent the buyer confirmation of acceptance of the order by e-mail ;
- and after receipt by the seller of the full price, or of the requested deposit. However, payment by L.C.R. 30 days end of month from date of shipment of goods may be arranged by agreement between the two parties and in accordance with the conditions detailed in article 9 below.
Any order implies acceptance of the prices and descriptions of the products available for sale.
In certain cases, notably non-payment, incorrect address or other problems with the buyer's account, the seller reserves the right to block the buyer's order until the problem has been resolved.

Article 6: Order cancellation

The order expresses the customer's irrevocable consent, and may not be cancelled by the customer without the supplier's express prior agreement. In this case, the customer will compensate the Supplier for all costs incurred (in particular specific equipment, design costs, labour and supply costs, tooling) and for all direct and indirect consequences arising therefrom. In addition, the deposit already paid shall be retained by the Supplier.

Article 7: Retention of title

The products remain the property of the Company until full payment of the price and according to the incoterm used.

Article 8: Delivery terms

Products are delivered to the delivery address indicated on the order. The Vendor reminds you that the customer bears the risk of loss or damage to the products as soon as the order has been confirmed by the Vendor.

8.1. Inspection on delivery :
The customer must unpack and check the pallets in the presence of the driver before departure. Any anomaly noted on delivery must be noted on both copies of the delivery receipt (driver and customer).
In the case of punctured bags, damaged parcels or damaged pallets, the customer must specify the exact quantity and note the following on the receipt: "X bag punctured by the carrier NOT FOR SALE".

8.2. Reservations and claims :
Any reservations must be clearly indicated on the carrier's delivery slip. The customer must send the transport claim by e-mail or post within 48 hours, together with a copy of the receipt containing the reservations and the delivery note. After this period, no claim will be accepted by the Vendor.

8.3. Seller's liability :
The Vendor cannot be held responsible for any transport damage, as goods are inspected and approved at the time of loading. Reimbursement for any loss of goods due to damage in transit will be subject to the correct declaration of damage by the Customer and validation by the carrier.

8.4. Cost of second performance :
If the Customer is absent at the time of delivery, or if the delivery address is incorrect, the Customer will be invoiced for the cost of a second representation. The Customer undertakes to comply with these delivery terms to ensure proper receipt of the products ordered.

Article 9: Payment

9.1 Payment for orders placed outside the website
Payment is made exclusively on the PROFORMA invoice before the order is prepared. Payment by L.C.R. direct payment within 30 days of the end of the month on the date of dispatch of the goods can be arranged by agreement between the two parties. In this case, you will need to provide us with your bank details and Siret number. In the event of rejection of L.C.R. direct, a fee of €30 will be charged to the customer.

9.2 Payment for orders placed on the website
Depending on the customer's account settings, payment is made in cash with the order or with the option of deferring payment, in accordance with the following terms and conditions.

a. Immediate payment by credit card
The Buyer may pay for his order immediately by credit card, which is handled by our banking platform.
In this case, the Buyer's credit card will be debited immediately upon verification of the credit card details and receipt of debit authorization from the credit card issuer.
In accordance with Article L132-2 of the French Monetary and Financial Code, the commitment to pay by credit card is irrevocable. By communicating his/her bank card details, the Buyer expressly authorizes the Vendor to debit his/her bank card for the amount corresponding to the total amount of the basket.
Payments are secured by the data exchange encryption protocol and use the Systempay or Paypal payment platform. CAILLEAU Herboristerie is responsible for the automated processing of information provided by the customer.
By placing an order, the Purchaser acknowledges that he/she is the holder of the credit card used for payment and that he/she has the necessary funds to pay for the order.
If the Buyer's bank refuses payment, the order is automatically cancelled.
Payments made by the Buyer will not be considered final until the Seller has received the sums due.

b. Payment by bank transfer
Purchasers wishing to pay by bank transfer may do so by the method of their choice.
The bank transfer must be made payable to CAILLEAU-HERBORISTERIE.
The Buyer, if he chooses this means of payment, will have access to all the banking information he requires. The RIB (Relevé d'Identité Bancaire) will be provided by the Seller.
In this case, the order can only be taken into account on receipt of the bank transfer and after validation by the Vendor, corresponding to a processing time of approximately 10 working days between disbursement of the customer's account and validation by the Vendor. In this case, the commitment to the delivery time only begins on this date.

c. Payment via PayPal
The Buyer has the option of paying for his/her order via the secure PayPal service. By selecting this payment method, the Buyer will be redirected to a secure interface where he/she can connect to his/her PayPal account and proceed with payment. Payment via PayPal is subject to PayPal's general terms and conditions of use. Payment is considered effective upon confirmation by PayPal. The Buyer guarantees that he/she has the necessary authorizations to use this means of payment. If the transaction is refused by PayPal, the order cannot be validated.

d. Deferred payment
If the customer's account settings so allow, the Buyer may benefit from deferred payment terms. These terms must be negotiated and agreed between the Buyer and the Seller before the order is placed.
Deferred payment terms may include specific payment deadlines, conditional discounts, or alternative payment methods. The Buyer is obliged to meet the agreed payment dates to avoid any late payment penalties.
In the event of non-compliance with the deferred payment terms, the Seller reserves the right to demand immediate payment of the sums due and to suspend all new orders until the situation has been regularized.

9.3 Common provisions
The Buyer guarantees the Seller that he/she has the necessary authorizations to use the method of payment chosen by him/her when validating the order.
The Vendor reserves the right to suspend all order processing and deliveries in the event of refusal to authorize payment by officially accredited bodies or in the event of non-payment.
In particular, the Vendor reserves the right to refuse to make a delivery or to honour an order from a Buyer who has not paid in full or in part for a previous order, or with whom a payment dispute is in progress.
In the event of late payment, interest calculated on the basis of 3 times the legal interest rate plus a surcharge of 15% is payable from the day following the payment date shown on the invoice.
No discount is granted for early payment.
For export orders, payment is made by PROFORMA invoice prior to order preparation. However, for countries within the European Union, payment by bank transfer within 30 days of the end of the month may be granted on request. In the event of failure to meet the agreed payment deadlines, this method of payment may be automatically replaced by payment on PROFORMA invoice for future orders.

Article 10: Claim period excluding insects

All claims must be made within 10 days of receipt of goods and confirmed by post. All returns require our prior agreement.
Our goods travel at the recipient's risk. In the event of damage, the recipient must make the necessary reservations on the carrier's delivery note. Damage must be reported to us within 48 hours. Our liability does not exceed the cost of the goods supplied.

Article 11: Complaints and mediation

In the event of a dispute between professionals concerning the execution or interpretation of these general terms and conditions of sale, the parties undertake to seek an amicable solution before any legal action or public communication.
Mandatory prior mediation :
Within this framework, the parties agree to have recourse to a mediation process, conducted by a mediator appointed by mutual agreement, or, failing this, chosen from among the accredited mediators registered on the lists of the competent courts. Mediation costs are shared equally between the parties, unless otherwise agreed.
If mediation fails, or if no resolution is reached within three months of the mediator's referral, the parties regain their freedom to initiate any legal proceedings.

Article 12: Intellectual property rights

Trademarks, domain names, products, software, images, videos, texts 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 GTC. Any total or partial reproduction, modification or use of these goods for any reason whatsoever is strictly forbidden.

Article 13: Force majeure

The performance of the seller's obligations hereunder shall be suspended in the event of the occurrence of a fortuitous event or force majeure which would prevent such performance. The seller will notify the customer of the occurrence of such an event as soon as possible.

Article 14: Invalidity and amendment of the contract

Should any of the stipulations of the present contract be null and void, this shall not invalidate the other stipulations, which shall remain in force between the parties. Any contractual modification is only valid after a written and signed agreement between the parties.

Article 15: Protection of personal data

In accordance with Regulation 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, the Seller implements the processing of personal data, the purpose of which is the sale and delivery of products and services defined in this contract. The Buyer is informed of the following:
- the identity and contact details of the data controller and, where applicable, of the data controller's representative: the Seller, as indicated at the top of these GTC ;
- contact details for the data protection officer: export@herbo-cailleau.com
- legal basis for processing: contractual performance
- the recipients or categories of recipients of personal data, if any: the data controller, its marketing departments, the departments in charge of IT security, the department in charge of sales, deliveries and orders,
- no transfers outside the EU are planned
- data retention period: the length of the commercial prescription
- the data subject has the right to request from the controller access to personal data, rectification or erasure of such data, or a restriction on processing relating to the data subject, or the right to object to processing and the right to data portability
- The data subject has the right to lodge a complaint with a supervisory authority
- the information requested at the time of ordering is necessary for the preparation of the invoice (legal obligation) and the delivery of the goods ordered, without which the order cannot be placed. No automated decision or profiling is implemented through the ordering process.

Article 16: Applicable law and clauses

All clauses contained in these general terms and conditions of sale, as well as all purchase and sale transactions referred to herein, shall be governed by French law. The nullity of a contractual clause does not entail the nullity of the present terms and conditions of sale.

Article 17: Insects

17.1 Nature and Commitments of the Seller
The natural plants marketed by CAILLEAU Herboristerie, which come from sustainable agriculture, may present a natural risk of insect development. This reflects the company's commitment to environmentally-friendly methods.
However, all goods undergo rigorous pre-shipment checks to ensure that they are free from insects at the time of delivery. These checks include visual inspection and verification of storage conditions prior to shipment.

17.2 Storage conditions
In order to guarantee the quality of the products after receipt, it is imperative that the customer strictly observes the storage conditions specified in the technical data sheets or other documents supplied by the sales department.
Non-compliance with storage conditions: The Seller declines all responsibility in the event of non-compliance with these recommendations by the Customer.
Document management : A contamination management sheet is available on our website or from the sales department. The Seller cannot be held responsible for any defects due to storage.

17.3 Contamination management and destruction
In the event of suspected or confirmed insect contamination, the customer must report the problem to the Vendor within a maximum of one month of receipt, accompanied by documented proof (photos, videos, analyses if necessary).
Products may not be destroyed without the Vendor's prior written consent. Any unilateral destruction entails the loss of any right to claim or compensation.

17.4 Limited liability
The Vendor's liability in the event of a dispute relating to insects is strictly limited to the value of the products concerned.
Exclusions: In no event shall the Seller be liable for indirect damages such as: loss of stock, product recalls, financial losses, or any other indirect consequence related to the reported defect.

17.5 Prevention and Recommendations
To minimize risks after receipt, the Customer is encouraged to :
o Inspect products immediately on arrival,
o Store products in accordance with technical data sheets,
o Follow the recommendations provided by CAILLEAU Herboristerie for managing and preventing contamination.

Article 18: Limitation of liability

Whatever the basis of the liability incurred by Société CAILLEAU (contractual liability and/or extra-contractual liability), its financial liability will ALWAYS be limited to the ceiling of its insurance policy.
No other compensation will be paid by Société CAILLEAU on any other grounds and whatever the cause, basis and/or nature of the alleged loss (bodily and/or intangible, direct and/or indirect, material and/or immaterial, consequential and/or non-consequential loss).
This clause limiting liability is deemed to be known and expressly accepted by the purchaser.