General terms and conditions of sale

This is a courtesy translation. The French version is the legally binding version.

These general terms and conditions of sale apply to all sales and services concluded, in France or abroad, between Captain Vegetal and the client, whether a professional or a consumer (the « Client »). 

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PART 1: GENERAL PROVISIONS

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  1. Formation of the contract -

Captain Vegetal draws up a quotation according to the information and needs expressed by the Client in its order. It is valid for 45 days and includes only the products and services referred to in the quotation. The prices indicated are for the performance of the works under normal conditions, excluding additional services required by unforeseen or abnormal conditions. The quotation is free of charge, unless otherwise stated in advance by Captain Vegetal. After signature by the Client, the quotation only becomes firm and final after signature by the Client and, for quotations issued online on the website of Captain Vegetal and those concerning financing, counter-signature by Captain Vegetal. Signature of the quotation by the Client entails its full and unreserved acceptance of the general terms and conditions of sale. The quotation and the general terms and conditions of sale applicable on the date of the quotation are the only documents forming the contract concluded between Captain Vegetal and the Client and are binding on each of the parties. Any request to modify or add products or services, after the formation of the contract, will be the subject of a new quotation or of additional invoicing at the hourly rates in force.

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  1. Place, lead times and date of delivery -

Place: The place or places of delivery are those indicated in writing by the Client. The Client shall provide all practical, technical or organizational information relating to the site (plan, access, absence of mechanical lifting equipment, etc.). The Client shall be responsible for informing itself and, where applicable, for taking all steps to obtain the authorizations necessary for the delivery of the products or the performance of the services (e.g., co-ownership regulations, town planning rules, approval from the town hall, etc.). Any change to the place of delivery and performance must be requested by the client at the latest 5 days before the date scheduled in the quotation and is subject to written agreement by Captain Vegetal, which may where applicable adapt the price to the new delivery conditions.

Lead times and date of delivery: Unless otherwise stated in the quotation, the lead time for delivery and performance of the services is a minimum of 3 weeks after receipt of the full deposit. This lead time is purely indicative and does not constitute an undertaking by Captain Vegetal, such that any delays in delivery or in the performance of the services may not give rise to any compensation, retention, penalty or other right of cancellation. The effective date of delivery or of performance of the services will be determined by mutual agreement between Captain Vegetal and the Client. Any subsequent request to modify the date must be accepted by Captain Vegetal, which reserves the right to invoice additional costs (e.g., express delivery, rescheduling, operating losses, etc.). Captain Vegetal may modify the delivery or service date in the event of blocking external circumstances (e.g., weather conditions such as frost, mechanical problem) or if the Client fails to provide the practical information required for the purposes of the site. 

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  1. Delivery arrangements, acceptance and reservations -

Delivery arrangements: The delivery of the products and the performance of the services will take place on business days between 8 a.m. and 6 p.m. At the Client's request, Captain Vegetal may intervene outside these time slots, at increased hourly rates according to its pricing policy.

The Client shall ensure that the premises where the delivery or the performance of the services takes place are secure and easily accessible, under normal conditions. An abnormally extended intervention time resulting from difficulty in accessing the premises (e.g., unusable lifts, main entrance refused, etc.) may give rise to additional invoicing, at Captain Vegetal's hourly rates. Unless a prior technical visit is carried out by Captain Vegetal, the Client shall ensure that the products can be transported and installed in its premises (size/weight). Where this is impossible, the products will be left in an accessible area.

Acceptance and reservations: Unless a written reservation is notified by the Client within 24 hours following receipt, the Client acknowledges that the products are delivered in conformity, in perfect condition and in the agreed quantities and quality, and that the services have been performed in accordance with the contract. In the event of a reservation, Captain Vegetal will check and, where applicable, complete/replace the products concerned, at its sole expense. Any such reservations do not authorize the Client to suspend all or part of its obligations, in particular payment of the price. For contracts performed on a successive basis, this acceptance is understood to apply to each effective delivery of products or performance of services, and not at the end of the contract.

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  1. Products -

Captain Vegetal makes its best efforts to supply the products and plants specifically agreed in the contract. Nevertheless, in the event of the unavailability of a specific product, Captain Vegetal may substitute another product of equivalent nature and quality, in particular in terms of price, without the price stipulated in the contract being modified or its liability being incurred. For plant compositions and plant set designs, the choice of plants and greenery may change according to the season, the stock available and the quality of the plants. Composition projects are presented with plants at maturity, for information purposes only. 

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  1. Modification / cancellation of the contract -

Any request to modify or cancel a contract that has been formed requires the express agreement of Captain Vegetal. Captain Vegetal reserves the right to maintain at a minimum the payability of the deposit in the event of cancellation of the contract formed. 

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  1. Price, payment and late payment -

Price: The price is that indicated in the contract, expressed in euros, excluding TVA (VAT) (HT) and including TVA (VAT) (TTC)]. Any service not provided for in the quotation or outside Captain Vegetal's working hours will be invoiced on the basis of its hourly rate applicable on the day of the delivery or service (2024: 50€ excluding VAT for a service from 8 a.m. to 6 p.m., increased by 50€ excluding VAT outside working hours during the week or for an urgent request and by 75€ excluding VAT at weekends and on public holidays), plus any additional costs. Prices are liable to be updated periodically and the new prices will apply automatically. Any duties, taxes, customs charges and levies relating to the products and to the provision of services shall be borne by the Client. The prices of maintenance and rental contracts may be revised upwards annually, according to the IPC (French consumer price index).

Payment: Unless otherwise agreed (or in the case of financing), the payment terms are:

  • for instantaneous sales and services, a deposit of a minimum of 50% of the total price is due from the Client upon signature of the contract. The order will only be processed by Captain Vegetal from the collection of this deposit. Captain Vegetal reserves the right, depending on the size, the type and the season, to invoice 100% of the order before installation. The Client may request from the Captain Vegetal accounting department deposit terms of up to 50% as mentioned above.
    The balance  will be payable within 30 days on invoice following receipt of the products and services. 
  • for maintenance and rental services, quarterly invoicing with payment within 30 days. 

Payments may be made by bank transfer or direct debit (SEPA mandate), cheques and cash. 

Late payment/breach: Any late payment on the due date, in whole or in part, and any breach by the Client automatically entails, without prior formal notice, (i) the application of late payment interest at the legal rate in force increased by ten (10) points from the said due date on the sums due, and (ii) a fixed indemnity of 40€ for recovery costs, (iii) without prejudice to any compensation to make good the loss suffered. It furthermore entails the right for Captain Vegetal to immediately suspend its services and deliveries until payment of the price in full, as well as the payability of all of the service provider's receivables, even those not yet due. Captain Vegetal reserves the right to repossess products that have not been paid for in full, without prior formal notice and without prejudice to any other compensation it may seek.

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  1. Retention of title -

All of the products delivered remain the exclusive property of Captain Vegetal until the collection of the full price (in the case of payment in 36 instalments, until the end of these 36 months). Consequently, the Client undertakes to individualize the products in its premises and shall refrain from any act of disposal (sale, loan, etc.) or modification thereof. This retention of title does not apply to the rental of products, which always remain the property of Captain Vegetal. 

All risks and liabilities relating to the products (breakage, loss, theft, etc.) are transferred in full to the Client upon their delivery, and the Client shall insure them accordingly.

  1. Warranties -

Captain Vegetal offers an additional plant maintenance service, under which it will replace declining products and plants free of charge (see part 2). 

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  1. Liability -

Captain Vegetal is bound by an obligation of means and not by an obligation of result. All the products delivered enjoy a normal lifespan as regards plants (living organisms), subject to regular maintenance and care and in accordance with best practice. This maintenance and care are the exclusive responsibility of the Client, unless these services are subscribed to with Captain Vegetal (see part 2).

Captain Vegetal excludes all liability in the event of deterioration of its products resulting from (i) weather conditions and bad weather (e.g., rain, frost, snow, etc.), (ii) an act of the Client (e.g., poor maintenance and care, moving the products, air quality, unsuitable temperatures/light, negligence, etc.), (iii) a case of force majeure, or (iv) in the event of any damage caused to third parties by the products placed under the Client's responsibility (the Client indemnifies Captain Vegetal against any claim in this respect), and more generally for any cause external to Captain Vegetal. Captain Vegetal also excludes all liability resulting from the late supply of plans or from the supply of incomplete or erroneous plans, as well as in the event of the absence of any authorizations necessary to carry out the services on the premises (see clause 3). In any event, Captain Vegetal's liability will be limited to the replacement of the products or, if that is impossible, to the price paid by the Client under the contract during the twelve (12) months preceding the triggering event.

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  1. Termination of the contract -

Captain Vegetal may terminate the contract in the event of a breach by the Client of its contractual obligations (e.g. failure to pay an instalment), after formal notice has remained without effect for 15 days, without prejudice to its right to seek any compensation.

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  1. Intellectual property –

The name and the trademark « Captain Vegetal », its logo, its know-how and all rights (in particular copyright) in its creations and works, in particular the landscapes, installations, décors,  plant walls, plant set designs as well as the preparatory plans and drawings, are the exclusive property of Captain Vegetal and are in no way assigned to the Client under the contract. Consequently, the Client shall refrain from reproducing or imitating them in whole or in part, without the prior written authorization of Captain Vegetal.

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  1. Advertising –

The Client authorizes Captain Vegetal to cite its name and logo as a commercial reference and to use the photographs of the services carried out on its behalf, in its commercial and advertising documents, in particular on the Captain Vegetal website. 

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  1. Subcontracting –

Captain Vegetal may call on one or more subcontractors to carry out all or part of the services provided for in the contract. 

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  1. Non-solicitation –

The Client shall refrain from directly or indirectly engaging an employee or a collaborator working in the name of and/or on behalf of Captain Vegetal throughout the term of the contract and for a period of 12 months following its termination, on penalty of an indemnity at least equal to two (2) times the sums paid by the Client to Captain Vegetal over the last twenty-four (24) months.

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  1. General provisions, governing law and jurisdiction -
  • The signatory for the Client declares and warrants that it has all the authorizations and rights to sign the contract, which is enforceable against the Client. 
  • The general terms and conditions of sale and the contract prevail over any earlier ones, as well as over the Client's documents and general terms and conditions (which are not enforceable against Captain Vegetal, unless it has given its prior written agreement).
  • Any notification under the contract shall be made by registered letter with acknowledgement of receipt, imperatively preceded by an email with a read receipt (contact@captainvegetal.com), and shall be deemed validly made as from its receipt by the recipient party. 
  • The parties undertake to maintain the strict confidentiality of the information exchanged, throughout the term of the contract.
  • The fact that a Party does not exercise or claim the rights reserved to it by the contract may not be interpreted as an abandonment or a waiver of the right to rely on or to claim the said right.
  • Renegotiation of the contract in the event of unforeseeable circumstances under article 1195 of the code civil (French Civil Code) is excluded.
  • Captain Vegetal may assign or transfer the contract to any entity of its choice, which the Client expressly and unreservedly accepts in advance.
  • If one or more of these provisions are declared invalid, unenforceable or ineffective pursuant to a law or following a final decision by a court, the parties shall replace it or them with a provision having the closest legal and economic effect, and the remaining provisions shall retain their full scope. 
  • French law applies, to the exclusion of any conflict of law rule.
  • In the event of a dispute relating to the formation, the interpretation or the performance of the contract, the Parties shall make their best efforts to attempt to resolve this dispute amicably. Failing agreement, any dispute shall be brought before the competent courts within the jurisdiction of the Cour d’appel de Paris (Paris Court of Appeal).

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PART 2: SPECIFIC PROVISIONS

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The specific provisions below are added to and supplement the aforementioned general provisions, the whole forming the general terms and conditions applicable to the contract. The specific provisions prevail over the general provisions in the event of conflict.

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  1. Rental -

Content: Captain Vegetal offers a turnkey service for the rental of products and plants. Captain Vegetal will deliver and install the products and plants on the Client's premises, will maintain them (the maintenance services are automatically subscribed to with the rental, see conditions below), and will dismantle them at the end of the contract (excluding costs for exceptional handling or transport). The products and plants rented are delivered in perfect condition and remain the exclusive property of Captain Vegetal throughout the term of the contract, such that the Client shall refrain from any act of disposal or creation of security interests concerning them. The risks and liability relating to the products are transferred as from their delivery to the Client, who shall take out the appropriate insurance. The Client undertakes to use the products and plants with care and in accordance with their usual purpose. 

Relocation: In the event of the Client's relocation during the contract, it shall inform Captain Vegetal at least 1 month before the day of the relocation. Captain Vegetal may relocate the rented products, subject to a prior quotation, and the costs of the maintenance contract may be adapted upwards; if this service is not accepted, the contract will be deemed terminated subject to payment of all the instalments remaining to run until the end of the contract.

End of rental: At the end of the contract, the Client may exercise a purchase option on the rented products, on the pricing terms proposed by Captain Vegetal. In the absence of a buy-back, the products and plants must be returned in perfect condition (subject to normal wear and tear) and in the same quantities, on the date indicated. An inventory may be carried out by Captain Vegetal. Captain Vegetal may invoice one or more additional monthly instalments in the event of late return. In the event of missing or damaged products (outside the warranty and maintenance), the products concerned will be re-invoiced according to the current replacement value of the said products.

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  1. Maintenance -

Content: Captain Vegetal offers an additional plant maintenance service, namely mainly the watering, pruning and cleaning of the plants, the supply of nutrients and the monitoring of their good health. The maintenance is carried out solely by Captain Vegetal (to the exclusion of the Client or another service provider) and only on the plants supplied by it (unless each of the plants already present on site has been validated in advance and in writing). For information purposes, Captain Vegetal intervenes according to the needs of the plants and the seasons. If access to the premises is impossible, the maintenance will be deemed to have been carried out. The Client shall make available a room for the storage of Captain Vegetal's maintenance tools, which must be accessible to the Captain Vegetal teams. This equipment will be re-invoiced at replacement value in the event of breakage or loss.

Replacement warranty: Captain Vegetal will replace free of charge indoor plants that are declining or in poor condition (e.g. loss of a significant quantity of leaves, abnormal colours on a significant quantity of leaves, rotting of the plant, presence of parasites or diseases), after having attempted to treat these plants for a minimum of 6 weeks. Captain Vegetal will make its best efforts to replace these plants with plants of the same nature and quality, without being able to guarantee this given the changing seasons and the availability of plants. On the other hand, no replacement or warranty will be applied if this deterioration or poor condition results from (i) an act of the Client (e.g., maintenance by the Client or by a service provider other than Captain Vegetal, moving the products, air quality, unsuitable temperatures/light, negligence, etc.), (ii) a suspension of the services (e.g., non-payment), (iii) impossible access to the premises having prevented the maintenance services (e.g., closed offices) or, for outdoor plants, from exceptional or abnormal weather conditions and bad weather. Nor will any replacement warranty for any plants be due if plants not supplied by Captain Vegetal and present on site are diseased or carrying parasites. Outdoor plants will only be replaced free of charge during the first 12 months of the contract, subject to regular automatic watering, and subject to any deterioration or poor maintenance external to Captain Vegetal.

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  1. Term of rental or maintenance contracts –

Depending on the quotation, the rental or maintenance contract is concluded for a fixed term of 1, 2 or 3 years after signature (tacitly renewable), with no early termination possible. 

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  1. Financing -

In the event of financing of a purchase of plants (payment in 36 instalments), the maintenance of the plants by Captain Vegetal is mandatory. The clauses in article 6 of part 1 on late payment apply, among others. This financing contract has a fixed term of 36 months, with no possibility of early termination. 

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  1. Sales abroad –

Products sold outside France are sold under the « Ex Works » Incoterms, such that all the risks relating to the products sold are transferred to the Client as soon as they are made available to the carrier. 

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Information notice for the attention of consumers

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The following provisions are applicable solely to consumers within the meaning of the preliminary article of the code de la consommation (French Consumer Code):

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  • The consumer Client may exercise its right of withdrawal from the provision of services at the latest 14 days following the date of conclusion of the contract, for non-perishable products (return costs borne by the consumer Client). The products must be returned as new, with their original packaging, within 8 days following notification of withdrawal. The right of withdrawal is not available for perishable products or for bespoke or personalized orders. 

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  • Captain Vegetal will indicate the deadline for delivery or for provision of the service, for all orders exceeding 500€. The consumer Client may cancel the contract by registered letter with acknowledgement of receipt (LRAR) if this date is exceeded by more than 7 days, any deposit paid by the consumer Client then being refunded by Captain Vegetal.

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  • In the event of the failure of an amicable resolution of a dispute, the consumer Client may refer the matter free of charge to the médiateur de la consommation (consumer ombudsman) chosen by Captain Vegetal. Its contact details will be sent to the Client on simple request.

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  • Prior information on the potential risks of certain plants for human health: in accordance with article L. 1338-3 of the code de la santé publique (French Public Health Code), any distributor or seller of plants liable to harm 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 guarding against them. Certain plants, exhaustively listed in the annex to the arrêté du 4 septembre 2020 (Order of 4 September 2020), may potentially present poisoning by ingestion, respiratory allergies, cutaneomucosal reactions or abnormal skin reactions in the event of exposure to the sun. These risks, precautions and/or actions to be taken where applicable are presented in the following document: legifrance. By accepting these general terms and conditions of sale, the purchaser acknowledges having been duly informed, prior to the sale, of the risks to human health potentially linked to the acquisition of the said plants.

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The Client benefits from the legal warranties of conformity as well as in respect of hidden defects in the item sold. The Client may decide to invoke the warranty against hidden defects in the item sold within the meaning of article 1641 of the Code civil (French Civil Code). In this case, it may choose between rescission of the sale or a reduction of the sale price in accordance with article 1644 of the Code civil.

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When acting under the legal warranty of conformity, the Client:

  • has a period of two years from the delivery of the goods in which to act;
  • may choose between the repair or the replacement of the goods, or, failing that, a reduction of the price or rescission of the contract  under the conditions of article L. 217-8 of the code de la consommation;
  • is exempted from providing proof of the existence of the lack of conformity of the goods during the six months following the delivery of the goods. This period is extended to twenty-four months from 18 March 2016, except for second-hand goods.

The legal warranty of conformity applies independently of any commercial warranty that may be granted.

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Model withdrawal form

(Please complete and return this form only if you wish to withdraw from the contract).

For the attention of the company Captain Vegetal, 8, rue de Valmy, Montreuil (93100), email contact@captainvegetal.com. 

I/we (*) hereby notify (*) you of my/our (*) withdrawal from the contract for the sale of the goods (*)/for the provision of services (*) below:

Ordered on (*)/received on (*):

Name of consumer(s):

Address of consumer(s):

Signature of consumer(s) (only in the case of notification of this form on paper): […] »

Date:

(*) Delete as appropriate.

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