1.1 These General Conditions of Sale (GCS), available in French and in English, apply to all of our commercial relationships with professionals, horticulturists, plant producers, nurseries, local authorities, groups, retailers, etc, hereinafter referred to as ‘the Customer’, and apply in default of any specific, written, conditions duly approved by Morel Diffusion S.A.S. They apply to the sale of seeds, young plants, cyclamens and other vegetal species produced from research by Morel Diffusion S.A.S. and/or distributed by Morel Diffusion S.A.S. and to all sales supports such as advertisements, labels, posters, scrolls, photos, packaging, CDs, etc, hereinafter referred to as ‘the Products’, without this list being exhaustive and no matter whether the sales supports are provided in physical or digital form.
1.2 They prevail over any Customer Purchase Conditions and can be modified only with prior written agreement from Morel Diffusion S.A.S.
1.3 All orders involve an acknowledgment of having full knowledge of and fully abiding by these GCS, which will be applicable to the site from the date of the order.
1.4 Morel Diffusion S.A.S. provides a copy of these GCS to the Customer for each order.
2.1 Orders are fulfilled only to the extent of available stock.
2.2 They become definitive only when they have been specifically confirmed in writing by Morel Diffusion S.A.S. by facsimile or email.
2.3 The orders will be fulfilled as stated in Article 10 herein, except if a force majeure event occurs.
2.4 Orders will be reduced, suspended or cancelled if our stock is damaged or serious incidents occur in one of the companies that assist in plant production, preservation or distribution or in the event of weather disruptions or growing accidents.
2.5 If the delivery of a Product is not possible for any reason whatsoever, Morel Diffusion S.A.S. will have the right to deliver another Product or cancel the order.
Morel Diffusion S.A.S. will do all that it can, in consultation with the Customer, to deliver a Product that is as similar as possible. Such delivery will take place under the same conditions as those initially agreed.
2.6 In the event of cancellation, advance payments will be repaid in full.
Under no circumstances will any compensation be owed to the Customer, no matter whether the order is reduced, suspended or cancelled.
2.7 In the event of a default in payment by the Customer on the due date of any invoices previously issued under previous orders or those produced for the current order and in the event of any contractual breach by the Customer of any kind, Morel Diffusion S.A.S. reserves the right to fully or partially cancel such order, even if delivery has already been confirmed, without any notice other than informing the Customer by email and without any compensation being owed.
3.1 The Products are delivered in a condition that complies with the European Union phytosanitary regulations.
Customers outside the European Union must obtain information on the regulations applying in its own country (phytosanitary, in particular) and, if they are more strict that those of the EU, inform Morel Diffusion S.A.S. at the time of the order and, in any event, prior to delivery. The existence of different regulations may lead to the necessity of applying specific treatments that may result in additional cost to the Customer. Such specific regulations may also lead to delays in delivery and, in certain circumstances, even render delivery impossible.
Morel Diffusion S.A.S. cannot be held liable for any inconveniences resulting from the existence of laws or regulations that are different to those applying in the European Union.
3.2 Unless stated otherwise, Morel Diffusion S.A.S. chooses the transporter and the customer is invoiced according to Incoterm 2010 DAP of the International Chamber of Commerce.
In such case, the deliveries are covered by the guarantee provided by the insurance company for Morel Diffusion S.A.S., in addition to the generally limited guarantee provided by the transporter, in order to cover, if applicable, the sale value of the goods. If Products are lost during transportation, the guarantee is limited to replacement only, as soon as possible and to the extent of available stocks. If such replacement is not possible, other Products will be proposed and, if what is proposed is not accepted, the order is cancelled without any compensation of any kind.
Full reimbursement is guaranteed in the event of any prepayment.
3.3 If the Customer chooses the transporter, the goods are considered to be delivered by being given to the transporter in Fréjus (Incoterm 2000 - Ex Works) and are transported at the exclusive risk of the Customer, except in relation to any claims it may make against its transporter.
3.4 On delivery, the Customer signs the delivery slip presented by the transporter.
The Customer must inspect the goods on arrival. Any damage noted on delivery or unpacking must be the subject of reservations noted on the transporter’s delivery slip and require the purchaser to inform Morel Diffusion S.A.S., by any means, within forty-eight hours (48h) of the said delivery in order to maintain the latter’s rights, if applicable.
3.5 The dates of delivery and execution are estimations only and do not constitute an obligation for Morel Diffusion S.A.S. The latter will, nevertheless, use all reasonable means to honour the stated delays.
The delays in execution extend from the confirmation of the order to the provision of the goods to the transporter.
To this period is added the time for transport and customs processing, which is out of the control of Morel Diffusion S.A.S.Any exceeding of the times for delivery and execution cannot give rise to damages and interest, withheld payments or the cancellation of pending orders.
4.1 The prices are in euro (€) and apply solely to professionals (unless otherwise agreed).
They include standard packaging but exclude taxes, transport, any customs and formalities costs, quality controls and/or phytosanitary inspections, if applicable.
4.2 The prices are valid from 1 July each year until 30 June the following year.
Morel Diffusion S.A.S. reserves the right, however, to modify the prices within the period referred to above in a fair and reasonable manner, without notice, as a result of significant changes in economic conditions.
4.3 For cultivated plants only, the prices are variable depending to our seasonal offers and are delivered Free Of Payment only to addresses in the following French departments:
06 –13 –30 –34 –83.
5.1 All invoices are drawn up and payable in euro, except if another currency is stated, and are payable to the office in Fréjus, unless stated otherwise.
5.2 Payment is made within thirty (30) days of the date of the issuing of the invoice.
5.3 All invoices are payable in cash or, with prior agreement, by bank transfer, cheque, accepted and domiciled draft or bill of exchange.Payments must be drawn up to the order of and sent to Morel Diffusion S.A.S.
5.4 Any payment made within 8 days of the date of the invoice will benefit from a discount of 2%, including prepayments.
5.5 No payment can be the subject of setting off or be suspended for any reason whatsoever.
Notice of any disputing of an invoice must be given within 30 days of the date of invoicing.
5.6 In the event of late payment, late-payment penalties will be paid to Morel Diffusion S.A.S. at a rate that is equal to the European Central Bank interest rate on the day of invoicing increased by 10 points, plus a fixed-sum indemnity for recovery costs equal to forty (40) euro in 2014 or its amount as updated in following years, in compliance with Art. L.441-6 of the (French) Commercial Code. All supplementary costs that exceed the total fixed-sum indemnity that may be incurred in recovering any sum are payable by the Customer. These penalties are payable without any reminder being necessary. They lawfully apply from the day after the date of payment stated in the invoice.
5.7 Any sum that leads to recovery proceedings will be increased by a penalty of 10%, in application of Arts. 1226 and following of the French Civil Code, and the late-payment penalties.
In the event that there is more than one due date, the non-payment of any one of them will lead to the early payment of all sums remaining due.
5.8 If a Customer requests the redrafting of an invoice, for any reason, the due date for payment of this new invoice remains as stated in the initial invoice.
5.9 Morel Diffusion S.A.S. reserves the right to require any appropriate payment guarantees at any time and depending on the risks incurred. Any refusal by the Customer to produce such guarantee gives Morel Diffusion S.A.S. the right to cancel the order without such cancellation giving rise to the payment of any compensation.
6.1 The transfer of ownership occurs on full payment of the cost of the Products, including the principal price and incidentals. The provision of commercial bills or any other security creating an obligation to pay does not, in itself, constitute payment within the meaning of this clause. A default in payment on any due date may lead to the Products being claimed back. In the event of insolvency proceedings commencing against the Customer, including the commencement of any court protection proceedings, the retailer must immediately inform Morel Diffusion S.A.S. so that, if necessary, the reservation of title clause can be applied.
6.2 The transfer of risk occurs on delivery of the Products, being the date on which the Customer incurs the risks of loss, theft, damage and any losses that they may cause.
During the period between the transfer of risk and the transfer of ownership, the Customer is the depositary of the Products and assumes, at its cost, the protection, perfect conditioning and functioning and takes out an insurance policy to cover, in particular, the risks of loss, theft or damage.
6.3 The Customer cannot pledge the Products or enter into any other transaction that may provide ownership as security. The Customer is authorised to resell the seeds delivered in the context of the normal operation of its business, on the imperative condition that the seeds remain in their original packets, except in relation to territorial limits previously agreed with Morel Diffusion S.A.S.
In the event of retail sales, the retail sale price debt owed by a third party purchaser is lawfully owed to Morel Diffusion S.A.S. pursuant to this clause.
Retail sales are, in addition, prohibited if the Customer is insolvent and/or subject to insolvency proceedings or the seizure of its Products or there is a risk of any intervention by one or more third parties that might prevent this reservation of title clause applying in full.
For any first purchase, Morel Diffusion S.A.S. requests that the new customer include a prepayment with the first order on the basis of a pro forma invoice.
8.1 Morel Diffusion S.A.S. provides every care in ensuring that its seeds and plants comply with the F1 hybrids that it presents in its glasshouses and catalogues but, as with all plants, it cannot guarantee the full identification of plants obtained from seeds or plants sold with those presented, in particular in relation to the plant’s aspects and its nuances (leaves, colour, etc..) Morel Diffusion S.A.S. guarantees a minimum germination rate, as defined by it in compliance with the ISTA (International Seed Testing Association) standard.
It also takes every care in carrying out the production and conditioning processes.
However, the following risks cannot be excluded, this list not being exhaustive:
a) error in the varietal authenticity or purity
b) known or unknown diseases contained in the seed, bag or plant that may affect the plant and propagate to other plants.
In order to prevent such risks, it is recommended that the producer take the following precautions:
a) keep the seeds in their original sealed packets at an appropriate temperature and humidity
b) apply the disease prevention measures recommended in the profession
c) disinfect soils in which they grow
d) use new substrata, etc.
e) follow the growing recommendations contained on the website www.cyclamen.com.
8.2 Morel Diffusion S.A.S. guarantees that the goods comply with confirmed orders.
The guarantee applies only if it is proven that the seed, bag or plant is the direct cause of insufficient quality or a disease. The guarantee does not apply in all other cases and, in particular, where the defect results from insufficient monitoring, maintenance, a poor use of goods, handling or a modification carried out by the Customer or a third party or if a force majeure event occurs. Morel Diffusion S.A.S. does not guarantee the growth or flowering of delivered products if the Customer has not complied with normal growing conditions recommended by Morel Diffusion S.A.S.
8.3 Any application of the guarantee must be the subject of a written claim.
All claims must include a precise and detailed description of the defect in question, completed by any specific information enabling identification of the disputed product or products and their use since delivery, as well as the place where the goods the subject of the claim were stored.
The Customer must use the standard form produced by Morel Diffusion S.A.S. that is available on the Internet site
- any claim in relation to the external aspect and specific purity must be made within 10 days of the date of delivery
- any claim in relation to the germination capacity must be made within 90 days of the date of delivery
- any claim in relation to the varietal authenticity and/or purity must be made within the standard seeding and inspection periods immediately following the date of delivery and, at the latest, one year after such date.
After such periods, no claims will be accepted.
No matter what the reason, Morel Diffusion S.A.S. will not accept any returns without its prior agreement.
The goods returned must, in all cases, be freight paid.
8.4 The guarantee consists only of replacing or providing a credit to the value of the invoiced price of the goods in question that the purchaser has proven are defective.
8.5 A claim does not suspend the purchaser’s obligation to pay, no matter what the grounds for the claim.
9.1 Without prejudice to the provisions in Article 8 herein, Morel Diffusion S.A.S. is liable, under general law, for all personal injuries and/or damage to property that has a direct causal link between Morel Diffusion S.A.S., its personnel or subcontractors and the Customer when fulfilling the Order and resulting from obligations imposed on it under the Order. The full, cumulative, liability of Morel Diffusion S.A.S., no matter what the cause, will be limited to the sum of €50,000 (fifty thousand euro).
9.2 The customer acknowledges that it has received all information relating to the goods sold from Morel Diffusion S.A.S., in particular in relation to their growing, such that Morel Diffusion S.A.S. cannot be held liable for failing to provide information.The information on growing stated in the informative documents provided by Morel Diffusion S.A.S. to the Customer and, in particular, on its Internet site, are based on growing measures carried out by Morel Diffusion S.A.S. in Fréjus (Var, France), for which there may be differences where the plants are grown in other growing environments. Morel Diffusion S.A.S. is not liable for any differences to the information provided.
9.3 The liability of Morel Diffusion S.A.S. may arise only if it was given written notice of the existence of such damage at the latest 1 (one) month after the date on which the Customer became aware of the damage in question.
Morel Diffusion S.A.S. will not, under any circumstances, be liable for damage resulting from modifications made to the goods without prior written approval from Morel Diffusion S.A.S. or any indirect and/or intangible loss of any kind whatsoever, including and without limitation losses of data, profits, turnover or damage to image or reputation.
Morel Diffusion S.A.S. will not be liable for the failure to execute any contractual obligation is such execution was delayed, prevented or provoked by the Customer, a third party to the contract or by unforeseeable and insurmountable events or circumstances that are out of its control that include, by way of example, acts of war, strikes, equipment breakdowns, failures to supply and, in any event, as a result of a force majeure event as defined under French law.
Morel Diffusion S.A.S. declares that it has taken out insurance policies covering the risks incurred in fulfilling the Order from a reputable insurance company and undertakes to maintain such policies in force throughout the total duration of execution of the Order.
It will provide an insurance certificate on request by the Customer.
12.1 These GCS can be modified from time to time in writing by Morel Diffusion S.A.S. and the orders will be governed by the most recent version of these GCS that apply at the time the order is accepted by Morel Diffusion S.A.S.
12.2 If a court cancels, limits or considers any part of these GCS to be invalid, illegal or inapplicable, the other parts remain applicable.
12.3 The failure by Morel Diffusion S.A.S. to exercise its rights under these GCS does not constitute a waiver or lapsing of such rights.
Morel Diffusion S.A.S. is authorised to save and process personal and commercial information received from the Customer in any manner whatsoever, whether received directly from the customer or a third party, and will use all reasonable means to protect such confidential information in compliance with the applicable law.
In relation to personal information, namely, that relating to individuals, in application of the Computer and Data Protection Law of 6 January 1978, amended by the Law of 6 August 2004, the Customer has a right to access, receive supplementary information, rectify and, if applicable, dispute the information that relates to him.
He can at any time oppose its release to third parties.
Unless otherwise stated, Morel Diffusion S.A.S. remains the owner of all intellectual and industrial rights, whether they can be protected or not, namely, and without this list being exhaustive, all trademarks, patents, information, concepts, ideas, strategies, methodologies, specifications or documents, whether such rights existed before or are the result of the fulfilment of the order for the Customer.
Throughout the duration of the fulfilment of the order and for a period of 5 years after it ends or is cancelled, the Customer is prohibited, without authorisation from Morel Diffusion S.A.S., from releasing any oral or written information or documents of any kind provided to him by Morel Diffusion S.A.S. For such purpose and to assist in complying with the intellectual property rights of Morel Diffusion S.A.S., the Customer undertakes to take all appropriate measures for such purpose, in relation to both its own personnel and customers, in order for such prohibition to be complied with.
15.1 Any dispute relating to an order fulfilled by Morel Diffusion S.A.S. falls within the jurisdiction of the Commercial Court in the area where the registered office of Morel Diffusion S.A.S. is situated, even if there is more than one defendant or call on guarantee.
15.2 This clause applies even in the event of an urgent application to court, no matter what method of payment is used and without any jurisdiction attribution clause that may be contained in the Customer documents preventing the application of this clause.
15.3 The applicable law is French law.