Disclaimer

Conditions

Without prejudice to the applicability of any special conditions emanating from the seller, which take precedence over the present general conditions, all sales, deliveries and services take place under the following conditions. These conditions shall automatically take precedence over the buyer's conditions of purchase. The invalidity or nullity of any provision or part of a provision of these terms and conditions shall not affect the validity of the remaining provisions or valid parts of the relevant provisions of these terms and conditions.

Offers

The seller's offers, catalogs, brochures, price lists, information and technical data sheets of all kinds are without obligation and in no way binding.

A quotation should be regarded as an invitation to the buyer to make a binding offer and therefore does not bind the seller.

All prices indicated in the quotation are only valid for a period of 30 calendar days, unless a different period has been expressly provided for and subject to an order for all the goods provided for in the quotation and upon purchase of the minimum quantities indicated on the quotation.

Orders - Cancellation

The signing for approval of the offer or any other statement by the buyer accepting the offer without reservation constitutes the offer by the buyer and binds the buyer definitively.The seller has the right to refuse orders or orders without giving reasons. The refusal by the seller of an order for whatever reason can never give rise to any liability on his part.Orders from the buyer shall only bind the seller if the seller has confirmed them in writing or insofar as he has started to carry them out.An agreement entered into with the buyer through a representative or other intermediary shall bind the seller as soon as it has been confirmed by him in writing.All orders through an intermediary must be confirmed by the seller directly to the buyer. Any changes to an order or initial quotation shall release the seller from the obligation to meet the delivery date originally promised by him.Changes must be communicated to the seller by the buyer no later than 4 weeks before delivery.In the event of cancellation of an order, the part of the order executed and any part of the order in progress at the time of effective receipt of the cancellation shall be payable, with a minimum amount of compensation equal to 25% of the gross sales value of the order. By order in progress is meant not only that part of the order for which actual execution has begun, but also that part which is in preparation, as well as specific stock and orders which could no longer be cancelled from any suppliers. The foregoing is without prejudice to the seller's right to claim any additional economic, commercial and other losses that it will suffer as a result of the cancellation of the order.

Availability - risk - delivery period

The goods are made available to and received by the buyer in the seller's greenhouses, without packaging. The goods are packed and travel at the expense and risk of the buyer, unless otherwise agreed in writing. The buyer shall do everything necessary for the preservation and protection of the goods as well as for insurance against all risks, even if ownership has not yet been transferred to the buyer.If no arrangements have been made between the seller and the buyer, the seller shall organize the transport to the best of its knowledge.If the buyer takes delivery of ordered goods or wishes to take delivery of them after the agreed date of taking delivery, the risk of any loss of quality occurring due to longer storage shall be entirely borne by the buyer. If at the agreed time or after a limited period of storage no acceptance by the buyer has taken place, the seller may dissolve the agreement by operation of law without prior judicial intervention, of its own accord and without prior notice of default, as stipulated in article 9 of these terms and conditions, and the buyer shall be liable to pay damages in accordance with article 9 of these terms and conditions.The delivery period stated is the delivery period stipulated in the agreement and is purely indicative. Unless otherwise agreed in writing, the buyer shall not be entitled to compensation or to rescind the sale due to a delay in the delivery period.

Transport

The goods are shipped at the customer's risk, except if the transport is provided by the seller, with the exception of transport by a courier service, where the transport is at the buyer's risk.The risk is in any case always limited to the place of delivery, indicated by the buyer.

Price

Prices are expressed net in Euro. Unless otherwise agreed, the prices are deemed to apply to unpackaged goods. All costs (including packaging and transport) and all taxes (including VAT, customs, plant breeders' rights, etc.) shall be borne by the buyer, unless otherwise agreed in writing.In the event that the seller is required to ensure the packaging of the goods, the packaging shall not be taken back by the seller.

Payment

Invoices are payable 30 days from invoice date, unless other payment terms are specified on the front of the invoice. Unless otherwise agreed, they shall be paid to the account specified on the invoice. All payment costs are borne by the buyer.The buyer is not authorized to deduct from the purchase price to be paid any amount on account of a counterclaim asserted by him. Any amount unpaid on the due date shall, ipso jure and without prior notice of default, bear interest at a rate equal to the interest rate stipulated in the Law of 2 August 2002 on combating late payment in commercial transactions, i.e. the interest rate at the reference interest rate referred to in this Law, increased by eight percentage points and rounded up to the higher half percentage point, with a minimum of 10% per year. In the event of non-payment on the due date, the outstanding invoice amount - after notice of default - will be increased by 15% with a minimum of 50.00 euros by way of conventional or lump-sum compensation, even if terms of grace are granted. The non-payment of an invoice on its due date implies the immediate exigibility of all outstanding invoices, even those not due, without regard to previously authorized payment terms.The unreserved payment of a portion of an invoiced amount, constitutes acceptance of the invoice. Partial installments are accepted under all reservations and without any adverse acknowledgement.In case the buyer does not collect the goods placed at his disposal, this does not entitle him to defer payment. Similarly, delay in delivery for any reason not attributable to the seller does not entitle the buyer to defer or withhold any payment, nor does the change in the original order. Payments shall always be offset first against interest due under these terms and conditions, then against damages and collection costs and only then against the outstanding (balances of the) invoice(s), whereby the oldest outstanding amounts shall also be offset first and this irrespective of any comment(s) or statement(s) made by the buyer on the occasion of his payment(s).

Retention of title

Ownership of the goods delivered is transferred to the buyer only after full payment of the price of the goods, of the related costs and taxes and, if applicable, in case of late payment, of the payment of interests, damages and recovery costs. As long as the aforementioned price, possibly increased by the appurtenances as stipulated above, has not been paid to the seller, the seller shall be entitled to reclaim the goods he has delivered and to establish the breach of contract at the expense of the buyer by means of a registered letter or service.The buyer undertakes, until full payment of the price and the appurtenances of the goods, not to incorporate or transform them. The buyer is prohibited from selling the goods until he has paid the full price, plus any appurtenances. In case of non-compliance with this prohibition, a fixed compensation of 50% of the sales price will be due by the buyer. If the goods are nevertheless sold, the right to the resulting sales price shall take the place of the delivered goods.The buyer is also prohibited from pledging the goods for which the transfer of ownership as stipulated above has not yet taken place or using them as security for a claim from a third party.This retention of title shall remain valid in the event of bankruptcy, judicial composition or dissolution of (the company of) the buyer. The above-delivered goods do not belong to the buyer's estate if they have not been paid in full to the seller, including appurtenances, and this even without the requirement that the seller has given the buyer prior notice of default. The goods must therefore be returned to the seller at his first request.

Dissolution

If the buyer fails to pay for the goods delivered, to collect or take delivery of the goods ordered within the meaning of article 4 of these terms and conditions, or if the buyer is in any other serious breach of his obligations, the seller may dissolve the agreement without prior judicial intervention, of his own volition and without prior notice of default, for the whole or any part not yet performed, by the mere notification by registered letter or by fax from the seller to the buyer. In this case, the buyer shall owe the full sales price of the goods ordered by way of compensation, without prejudice to the seller's right to prove his additional damages In addition, the seller reserves the right to cancel orders that have not yet been delivered or to suspend their execution provided that he notifies the buyer by registered mail.

Receipt - complaints - returns

The conformity of the delivery must be examined by the buyer at the time of receipt of the goods and before the goods are handled or incorporated. The buyer loses any claim as soon as the goods have been handled or incorporated. As the contract relates to natural products, reasonable deviations in dimensions, color or type cannot be invoked as defects that destroy the purchase, as grounds for refusal of delivery or refusal of payment. It shall be the duty of the buyer to check the quantity of the lot delivered (or have it checked) upon receipt and to report any shortage found to the seller immediately upon receipt of that lot. Complaints for visible defects will have to be formulated by the buyer in writing by making reservations on the delivery note or in any case within 48 hours after receipt by fax, e-mail or letter. Thereafter, no complaints for visible defects will be accepted Return shipments of delivered goods will only be accepted if the seller has given prior written consent and if they have been made in accordance with the seller's instructions. Given that the goods are living material, the seller may refuse a return. Transport costs and risk are borne by the buyer in the event of a return. Only completely undamaged and unused goods are eligible to be credited.

Liability/Warranty

The seller does not guarantee the growth and flowering of the products delivered. The buyer shall always be provided with all required culture information to the best of the seller's knowledge and ability by or on behalf of the seller, but without any liability on the part of the seller. Complaints on account of hidden defects must be sent to the seller in writing with a clear description of the defects, immediately after detection and in any case in such a timely manner that the seller is able to have the correctness of the complaints investigated or -if possible- to retrieve the delivered goods. The parties agree that the short period referred to in article 1648 BW or in other applicable legal provisions is three months from the date of delivery. The seller shall have the choice either to dissolve the agreement , or to replace the defective goods if this is possible given the nature of the goods. The seller's liability shall always be limited to a maximum of the invoice value of the goods delivered, unless the buyer proves that the damage was caused by intent or gross negligence on the part of the seller. The seller cannot be held liable for indirect damage. The seller cannot be held liable if the goods have already been processed, treated or resold. The goods may not be returned without the seller's prior written consent. The seller's agreement to take back the goods does not imply recognition of his liability. The complaints must at least contain: a. a detailed and accurate description of the defect; b. statement of facts, on the basis of which it can be established that the products delivered by the seller and rejected by the buyer are identical. When delivered products are rejected by Buyer pursuant to the provisions of this clause and Buyer and Seller do not immediately agree on an amicable settlement, Buyer shall call upon an independent officially recognized expert, who shall prepare an expert report. The costs of the expert opinion shall, if the rejection is justified, be borne by the seller and, if it is unjustified, by the buyer. In any case, the relevant costs must be advanced by the buyer. Complaints relating to a part of the delivery cannot be grounds for rejection by the buyer of the entire delivery.

Force majeure

Force majeure in these general conditions of sale shall mean any circumstance beyond the control of the seller as a result of which the normal performance of the agreement can no longer reasonably be required. Force majeure shall include but not be limited to: natural circumstances, strike or lockout, fire, theft, floods, mobilization, seizure, embargo, ban on foreign exchange, insurrection, shortage of means of transport, general scarcity of raw materials or merchandise, restrictions in the use of energy, and this both when the external cause occurs at the seller and at his suppliers. The seller undertakes to inform the buyer of the circumstances as soon as possible by fax or registered letter. During the period of force majeure, the seller may refrain from delivering the goods affected by the force majeure and thus limit the quantity of goods to be delivered. Otherwise, the concluded contract shall remain in force. The seller shall endeavor to properly distribute the goods that are available and deliverable among the various customers. If, as a result of force majeure, the performance of the agreement has become permanently impossible or can no longer reasonably be required of the seller, the seller shall be entitled to dissolve the agreement with the buyer, without being liable for any compensation. In the event of force majeure on the part of the seller, the buyer shall not be entitled to dissolve the agreement until after the impossibility of performing the agreement has continued for 1 month.

Intellectual property

The buyer undertakes to respect the intellectual property rights (breeders' rights, patent rights, trademark rights, edm.) of the seller in all respects. The buyer may not commercialize the product under the name given by the seller without written permission. If permission has been granted, it may only be marketed under the name given by the seller, without reference to other brands or names. The buyer is strictly prohibited from multiplying the seller's protected varieties without the seller's written consent. In case of infringement of this provision, damages equal to the number of illegally multiplied cuttings times double license fee shall be due. All property rights to mutations of protected varieties of the seller belong automatically and exclusively to the seller. The buyer undertakes to notify the seller immediately of any discovery of a mutation.

Applicable law - competent courts

The agreement is executed at the registered office of the seller. Belgian law, with the exception of the rules of international private law, shall apply. All disputes shall fall exclusively within the jurisdiction of the courts of the seller's district, unless the seller prefers the courts competent pursuant to Article 624 GW. The parties expressly agree that the provisions contained in the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980, as well as the Convention on the Limitation Period in the International Sale of Goods of June 14, 1974, as well as the Protocol amending the aforementioned Convention on Limitation Periods of April 11, 1980, do not apply to their present and future relations.

Language

The Dutch language is considered the usual trade language and always takes precedence over all texts of the seller in other languages or usual translations.

Misuse of GGN and/or MPS number

Gediflora is MPS-GAP certified. Any misuse of the following numbers by third parties is strictly prohibited: MPS number: 800626, GGN number: 4056186286512.As a purchaser of our products, you undertake to use best practices for traceability and labeling. For example, our products cannot be traded under our GGN and/or MPS number if they are mixed with products of another company that does not have our GGN and/or MPS number.