General sales conditions

1. General Sales Conditions
All sales deliveries and services are undertaken subject to the terms and conditions contained herein and do not prejudice the right of exceptional conditions emanating from the buyer, where deemed appropriate, taking precedence over these general sales conditions. The conditions contained herein prevail by law over and above any or all conditions which may constitute those of the buyer’s purchasing conditions. The invalidity of one or more of the provisions or part of a provision of the current sales conditions does not affect the legal validity of the other provisions nor the legitimate subparts of the relevant provisions contained therein.

2. Price offers
All price offers, catalogues, leaflets, price-lists, general sales information and technical literature are given as information only and are provided subject to the proviso that they are exempt from any legally binding commitment by the seller or authorised agents. A price offer is to be regarded as an invitation to the buyer to present a binding proposal and is therefore not binding for the seller. All prices stated in a price offer are valid for a period of 30 (thirty) calendar days, commencing from the date of issue, unless otherwise specified and are subject to the proviso that all goods and/or services, together with any minimum applicable quantities stipulated in the price offer, are strictly adhered to on any subsequent order arising from such price offer.

3. Orders – cancellation
Once the buyer, by whatever means, has unconditionally confirmed acceptance of and signed the price offer, this constitutes the offer by the buyer, and the buyer is committed irrevocably to the terms and conditions of sale contained therein. The seller retains the right to refuse or cancel any order without explanation. The seller is in no way responsible should the seller choose for whatever reason to refuse an order. The seller’s responsibility is strictly limited to those orders placed directly with the seller by the buyer and which have been duly signed or partially executed by the seller. An agreement concluded by an authorised agent or third party with a buyer is only valid when such agreement has been confirmed in writing by the seller. Any orders which are placed through a third party must be confirmed directly by the buyer to the seller.

Any change made to the order or initial price offer releases the seller from any obligation to respect the originally promised delivery period. Any changes or modifications to the original order must be communicated to the seller at least 4 weeks before delivery is due. In the case of cancellation of an order, the partially executed order and each part thereof which is in execution at the time that cancellation notification is received must be compensated for by the buyer with a minimum indemnity of 25% of the gross sales value of the order.

By definition “each part thereof which is in execution at the time that cancellation notification is received” includes, but is not limited to any part of the order being processed, specific stock already committed and suppliers orders which are unable to be cancelled. The aforementioned does not limit, in any way, the seller from further claiming economic, commercial and/or any other losses, which may be incurred, due to the cancellation of the order.

4. Availability – risk – delivery time scale
Goods that are available for collection by the buyer are stored in the greenhouses of the seller and are made available to the buyer less packaging. Goods are packed and transported at the buyer’s cost and risk, unless an alternative written procedure exists. The buyer is obliged to take all necessary precautions to preserve and protect the goods and also to insure the goods against all risks, even if the goods have not been physically transferred to the buyer.
The seller arranges the best means of transport considered appropriate if no arrangements have been made previously between the seller and the buyer. Where the buyer wants to or will purchase goods after the agreed delivery date, resulting in a longer conservation period than originally foreseen, the inherent risk of a potential reduction in quality, is fully at the buyer’s risk.
If goods have not been collected by the buyer at the arranged point in time or after a short  conservation time, the seller has the right under his/her own authority to legally annul the agreement without prior judicial intervention and without preceding proof of default as determined in article 9 of these conditions and the buyer is legally bound to pay compensation in accordance with the current conditions prevailing at that time.
The stated delivery time is the time foreseen in the sales agreement and is only given as an indication and is not legally binding. Except otherwise agreed in writing, the buyer is not
entitled to compensation nor to cancel the sales agreement should delays in the delivery time arise for whatever reason.

5. Transport
The dispatch of the goods is at the buyer’s risk, unless the transport is arranged by the seller, the exception being that, if the transport is carried out by a courier, it is at the buyer’s risk.
The risk is in all cases limited to the place of delivery indicated by the buyer.

6. Prices
Prices are net prices calculated in Euros. Unless otherwise stated, prices are valid for and restricted to unpacked goods only. All costs (such as packaging and transport) and all taxes
(such as VAT, customs duties, grower’s rights, …) are at the buyer’s expense, unless other written stipulations apply.Where the seller is required to provide packaging for the goods, the disposal of the packaging is deemed not to be the responsibility of the seller.

7. Payment
Invoices are due for payment within 30 (thirty) calendar days of the invoice date, unless other conditions of payment have been specified on the front side of the invoice. Unless otherwise arranged, payments are to be made into the account number stated on the invoice. All payment costs are at the buyer’s expense.

The buyer is not entitled to deduct any amount, under any circumstances, from the amount tobe paid in the event of any claims made by the buyer. Any outstanding payments occurring after the due date will incur by law, and without preceding proof of default, anadditional interest equal to the interest rate determined under the Belgian Law of August 2, 2002 concerning action against arrears payments in trade transactions, namely the interest calculated at the rate of reference under this Law, multiplied by 0.8 percentage points and further rounded up to the next full half percentage point with a minimum of 10% per year. In case of non payment by the due date, the outstanding amount stated on the invoice will be – after proof of default – increased by 15% with a minimum of 50 (fifty) Euros by way of conventional or fixed compensation. This stipulation applies even where discretionary terms have been allocated. Such compensation does not negate the seller’s right to pursue the recovery of possible legal costs.

Non payment of an invoice on the due date will incur an immediate demand for payment of all outstanding invoices, including any existing non expired ones, and will nullify all existing payment conditions applicable to the aforementioned invoices. Any partial unconditional payment of an invoice, is taken as acceptance of the buyer’s liability for the total amount stated on the invoice. Partial payments are accepted without any preconditions and free of any implied obligation on the part of the seller. In the event that the buyer fails to take delivery of goods which are available for collection, the buyer does not have the right to suspend payment. Neither delay in delivery, for whatever reason, nor any change of the original order can be attributed to the seller and does not entitle the buyer to defer or withhold any payment whatsoever. Interest rate payments are always settled first on the basis of current conditions, thereafter compensation and the recovery of costs and, only finally, the outstanding (balance) of the invoice(s). Those amounts outstanding the longest are settled first irrespective of any notations or comments made by the buyer when making payment(s).

8. Rights of ownership
The legal ownership of the delivered goods is only transferred to the buyer after full andcomplete payment for the goods, including associated costs and duties and, in the case of late payment, where the accrued interests, compensation and recovery of costs, have been made. Until the above mentioned payment, including any applicable increases described above, has been paid to the seller, the seller is entitled to reclaim the delivered goods and is at liberty to declare the contract invalid at the expense of the buyer by means of a registered letter or other formal notification.
The buyer is committed to refrain from incorporating or processing the goods in any way, until full and complete payment for the goods has been made, including any applicable  increases described above.
It is strictly forbidden for the buyer to sell the goods until full and complete payment for the goods has been made, including any applicable increases described above. Failure to comply with this condition of sale will incur a fixed penalty to the amount of 50% of the sales price for which the buyer will be held liable. Where goods are sold in breach of this condition of sale then the resulting sales price will be legally recovered as a substitute payment for the delivered goods.
It is further forbidden for the buyer to offer such goods, of which the transfer of the right of ownership, as described above, has not yet taken place, as collateral or to use such goods
as a deposit for the purpose of obtaining credit from a third party. This right of ownership remains valid in case of bankruptcy, legally binding agreement, or the insolvency of the buyer’s enterprise.

The above mentioned delivered goods are not part of the property of the buyer unless such goods have been paid for in full to the seller, including any applicable increases described above, it’s not obligatory for the seller to declare the buyer liable beforehand. Such goods must be returned to the seller on demand without delay.

9. Termination of contract
In the event that the buyer fails to pay for the delivered goods, collect the ordered goods or accept the ordered goods as stipulated in article 4 of these conditions, or when the buyer fails in any way to comply with the terms and conditions contained herein, the seller is legally entitled to terminate the sales contract in full or the non executed part thereof without prior judicial intervention and under his/her authority, without prior proof of failure to comply, by a single notification per registered letter or per fax as notification, addressed by the seller to the buyer.

In such case the buyer is required to pay the full sales price of the ordered goods by way of compensation, without prejudice to the seller’s right to pursue additional claims for damages.
Moreover the seller has the right to cancel orders which have not yet been executed or to suspend the execution of such orders, on condition that the seller informs the buyer by registered letter of such decision.

10. Acknowledgment of delivery – complaints – returns
Confirmation that the goods delivered match the goods ordered must be verified by the buyer immediately on receipt before such goods are subjected to handling or processing. The buyer absolves the seller of any claim as soon as the goods have been subjected to handling or processing.

Since the sales agreement concerns natural products, reasonable anomalies with reference to size, colour or variety, will not be able to be invoked as prohibitive defects, or as a reason
to refuse the delivery or to refuse payment. The buyer is obliged to check (or have checked) the quantity of the goods immediately upon delivery and to notify forthwith the seller of possible shortages.

Any complaints regarding apparent deficiencies are to be communicated in writing by the buyer on the delivery form or otherwise within 48 hours of delivery via fax, e-mail or letter. No
other complaints regarding apparent deficiencies will be accepted after this period has elapsed. The return of delivered goods will only be accepted if the seller has consented in writing to
such action beforehand and only if the return delivery complies with the instructions of the seller. In view of the fact that the goods contain organic material, the seller has the right to
refuse the return of the goods. If goods are returned, the transport costs and the risks to such goods are solely at the buyer’s risk. Only undamaged, fully intact and unused goods are eligible to be credited at the sole discretion of the seller.

11. Liability – Guarantee
The seller cannot be held responsible for the subsequent growth and flowering of the delivered goods. All information, supplied to the buyer, concerning the cultivation of the goods is provided by the seller to the best of the seller’s knowledge and integrity. However such information is supplied in good faith and does not imply acceptance of responsibility in any form in the application of such information. Any complaints concerning deficiencies not immediately apparent must be sent in writing to the seller with a clear description of the claimed deficiencies immediately upon observation  and in all circumstances in sufficient time that the seller is able to have the legitimacy of the complaints examined, or – if possible – to have the delivered goods returned. The participating parties agree that the “short term”, stipulated in article 1648 of the Belgian Civil Code or in any other applicable legal regulations, amounts to three months commencing
from the date of delivery. The seller has the sole discretion to either terminate the agreement or replace the deficient goods, if the nature of the goods allows this. The liability of the seller is in all cases, restricted to the maximum value of the invoice for the delivered goods, unless the buyer is able to prove that such deficiencies were deliberate or arising as a result of a direct error by the
seller. The seller cannot be held liable under any circumstances for indirect damages. The seller cannot be held liable where goods have already been handled, processed or sold on. Goods
may not be returned without prior written agreement of the seller. The agreement of the seller to accept returned goods does not imply acknowledgement by the seller of liability in any form.
Any complaints regarding delivered goods should comprise at minimum: a. a full and precise description of the claimed deficiency; b. a detailed specification, which can be used as a basis on which it can be established that the goods delivered by the seller and the goods rejected by the buyer are identical. Where delivered goods are rejected by the buyer and in accordance with what has been stipulated in this article, and when buyer and seller do not immediately come to an amicable settlement, in such case the buyer must appeal to an independent officially recognised
expert, who will draw up a report. The costs involved in respect to obtaining expert advice are at the expense of the seller if the rejection is justified and at the expense of the buyer if
the rejection is not justified. In all cases the costs concerned must be met in advance by the buyer. Any complaints limited to part of the delivered goods cannot be used by the buyer as cause
for rejecting the goods in total.

12. Force majeur
In these general sales conditions, force majeur is taken to mean, all unforeseen circumstances through which completion of the agreement is beyond the power of the seller  to achieve and which prevents the normal execution of the agreement. The following cases also apply as force majeur, this list being neither fully comprehensive nor limited to: weather circumstances, strike or lock-out, fire, theft, flood, mobilisation, seizure, embargo, ban on currency transfer, riots, lack of transport means, general shortage of raw materials or goods, restrictions in the use of energy, and these apply when such external causes arise with both the seller and the seller’s suppliers. The seller is committed to inform the buyer as soon as possible regarding such circumstances via fax or via registered letter. During the period that force majeur applies, the seller can refrain from the delivery of goods covered under force majeur and restrict in this way the quantity of goods to be delivered. The fixed agreement applies for the remaining quantities. The seller will endeavour to deliver goods, which are in stock and available, in a responsible manner to meet various
commitments. Where the execution of an agreement is made impossible due to force majeur or if it can no longer be executed in an acceptable way, the seller retains the right to terminate the
agreement with the buyer, without being held liable for compensation by the buyer. Where force majeur applies, the buyer is forbidden by the seller to terminate the agreement unless it is impossible for the seller to execute the agreement during a period of 1 (one)

13. Intellectual property
The buyer is duty bound to respect the intellectual property rights (growers’ rights, patentlaws, brand name rights, etc…) of the seller in all respects.Under no circumstances is the buyer allowed to commercialise the goods under the name given by the seller without written permission. If permission has been given, the product may only be commercialised under the name given by the seller, without reference to other brand names or denominations. It is strictly forbidden for the buyer to reproduce the protected varieties supplied by the seller
without written permission from the seller. In cases of infringement of these stipulations, compensation will be vigorously pursued, equal to the amount of illegally reproduced cuttings
(goods) multiplied by double the license tariff. All property rights on mutations of protected varieties legally and exclusively belong to the  seller. When aware of such, the buyer is duty bound to report every infringement immediately to the seller.

14. Legal jurisdiction – Competent court of law
All agreements are executed in the registered offices of the seller. Belgian laws apply with the exception of the rules on international private law. All disputes belong exclusively to the authority of the district court of law of the district of the seller, unless the seller chooses the competent court of law in accordance with the provisions of article 624 of the Belgian legal code. All parties explicitly agree that the regulations of the Vienna Convention of April 11, 1980 with regard to international purchases, as well as the regulation on the limitation period in the event of international sales of goods dated June 14, 1974, and the protocol of amendment to the aforementioned limitation period dated April 11, 1980, do not apply to their present and future relationships. The parties expressly agree that the provisions of the Treaty of Vienna of 11 April 1980 on contracts for the international sale of goods, as well as the convention on the limitation period in the international sale of goods dated June 14, 1974 and the Protocol amending the convention on the limitation period dated April 11, 1980, are not applicable on their present and future relations.

15. Language
Dutch is used as the common language of commerce and always takes legal precedence over the texts of the seller drawn up in any other language or over all translations.

16. Abuse of GGN- and/or MPS-numbers
Gediflora is MPS-GAP certified. Any abuse of the following numbers by a third party is strictly prohibited: MPS number 800626, GGN number: 4056186286512. As a buyer of our products, you agree to use the best practices for traceability and labelling. Thus, our products may not, for example, be traded under our GGN and/or MPS number, if they are combined with products of another company that doesn’t have our GGN and/or MPS number at their disposal.