Rośliny ozdobne | 2026 (suplement)

45. Article 1 a. General Terms and Conditions: these general terms and conditions. b. Parties: Vitroflora and the Customer. c. Vitroflora: Vitroflora Grupa Producentów sp z o.o. Article 2 Applicability 1. These General Terms and Conditions apply to any and all offers, sales or deliveries by Vitroflora to a Customer or any other agreements among Vitroflora and a Customer. 2. Any provisions contrary to the General Terms and Conditions must be agreed upon in writing and insofar they do not replace the relevant provisions of the General Terms and Conditions, they are deemed to be supplementary to the General Terms and Conditions. 3. A copy of the General Terms and Conditions shall be available on the website of Vitroflora. Article 3 Offers and prices 1. All offers of Vitroflora are non-binding unless otherwise agreed in writing. An offer shall be valid for a maximum of 30 days. 2. An agreement is deemed to be concluded by the written confirmation of the offer by the Customer, unless Vitroflora objects the confirmation in writing within five days after Vitroflora has received the confirmation from the Customer. 3. If an agreement is concluded by an agent, representative or other intermediary on behalf of Vitroflora, the agreement shall only deemed to be concluded once it has been accepted in writing by Vitroflora. 4. Prices are excluding VAT and additional expenses, such as transport charges, packaging costs, cost of quality control and/or phytosanitary inspection, import duties, government and other official levies, and fees under breeders’ rights and any other fees, unless explicitly otherwise agreed in writing. 5. If Vitroflora’s expenses for a sale or delivery increase significantly since the price for this sale or delivery was set, Vitroflora is entitled to adjust the price to a reasonable level. 6. Unless otherwise indicated, all prices are in euro (€). 7. If the Customer cancels the agreement, the Customer shall immediately owe to Vitroflora, without prior notice being required, a cancellation charge of 25% of the gross sale value of the products to be delivered. In the event the relevant products prove to be unsaleable, or only saleable at a lower price, as a result of said cancellation, the Customer shall be liable for any price difference and other damages incurred by Vitroflora. The Parties are obliged to limit any damages resulting from a cancellation as much as possible. Article 4 Conditions of sale 1. Orders for plants and/or cultivation material that is not yet fully grown at the time of purchase shall be accepted subject to the normal cultivation average of good plant material with a good appearance. 2. Partial or complete failure of the cultivation or harvest of starting material or partial spoilage during storage for any reason shall release Vitroflora from the obligation to deliver and his other obligations, unless attributable to gross negligence on the part of Vitroflora. 3. Vitroflora is also entitled to assure a replacement delivery, which shall occur on the same terms as originally agreed. 4. If the delivery of a type that has been ordered is not possible for any reason, Vitroflora shall be entitled to deliver a type that is equivalent as much as possible or to cancel the order if the type ordered cannot be delivered, or the Customer does not accept a different type; Vitroflora shall endeavour to deliver a different type. Article 5 Delivery and transport 1. Delivery is ex works unless explicitly otherwise agreed. On delivery, the risk of the relevant products is transferred to the Customer with everything that is connected thereto. 2. After consultation with the Customer, Vitroflora shall determine the delivery date or the delivery period. If a delivery date or a delivery period is agreed on, Vitroflora shall endeavour to maintain that date or period for delivery. If Vitroflora cannot deliver on the agreed delivery date or within the agreed delivery period, he shall inform the Customer as quickly as possible. After consultation with the Customer, Vitroflora shall determine the new delivery date or the new delivery period. 3. If the Customer receives the relevant products before the agreed delivery date or delivery period as referred to in paragraph 2, the resulting risk is entirely for the Customer. 4. If the Customer receives or wishes to receive the relevant products after the agreed delivery date or delivery period, the risk of any loss of quality resulting from longer storage shall be entirely for the Customer. If, after a certain storage period that may be considered reasonable in view of the type of product, the Customer has not received the product and the risk of loss of quality and/or spoilage of the products leaves no other option, the order shall be deemed to have been cancelled by the Customer, in which case the Customer is obliged to pay the damage incurred by Vitroflora as a result. Article 6 Packaging/carts/pallets 1. Single-use packaging shall be charged at cost price and returns shall not be accepted. 2. All packaging except single-use packaging remains the property of Vitroflora. 3. Vitroflora is entitled to charge the Customer an agreed user fee for re-usable packaging and other durable material, to be specified separately on the invoice. 4. The Customer is obliged to return the packaging to Vitroflora at his own expense and in good condition, within 30 days from delivery or immediately after planting. If it has been agreed that Vitroflora is to collect the packaging, the Customer must ensure that the packaging remains in good condition until the date indicated by Vitroflora and store it so that Vitroflora may collect it in a normal manner. 5. The Customer may not keep the packaging in use or allow it to be used by third parties. 6. Carts, rolling containers, re-usable pallets must be returned immediately unless agreed otherwise. It is not permitted for the Customer to use them for his own purposes or give them to third parties. 7. In the event of damage to re-usable packaging, carts, rolling containers, pallets, etc., the Customer is obliged to pay the cost of repairs or replacement and any additional rental charges resulting from late returns. Article 7 Payment 1. Vitroflora is entitled to request an advance payment of 50% of the invoice amount from the Customer. 2. Payment must occur within thirty days after the invoice date. 3. The Customer is not entitled to set off any counterclaim the Customer may have against Vitroflora with the purchase price he is to pay. 4. The Customer is not entitled to suspend the fulfilment of its payment obligation in the event of a complaint he has submitted to Vitroflora regarding the products delivered, unless Vitroflora explicitly agrees with such suspension under the conditions to be set by Vitroflora. 5. All payments shall be made at the offices of Vitroflora or by deposit on or wire transfer into a bank account to be indicated by Vitroflora. 6. Payments must be made in euro (€) unless otherwise indicated on the relevant invoice. In case the invoice indicates that a payment may bemade in another currency, Vitroflora is entitled to charge the Customer for any exchange rate fluctuations. 7. If the Customer does not fulfil his payment obligation in time, he shall be deemed to be legally in default. Vitroflora shall then be entitled to charge interest at 1% monthly from the date that the Customer is in default of fulfilling the payment obligation as mentioned in paragraph 2, with a partial month being counted as a whole month. In addition, in case the second sentence of paragraph 6 applies, Vitroflora is also entitled to charge the Customer for any (further) exchange rate fluctuations incurred by the Customer’s default. 8. If the Customer is in default or otherwise fails in fulfilling one of his obligations, all reasonable charges in obtaining satisfaction, both legal and extralegal, shall be at the Customer’s expense. 9. Vitroflora reserves the right not, or no longer, to carry out, orders or agreements if previous deliveries have not been paid for by the Customer or the Customer has not fulfilled, or is at risk of not fulfilling, his obligations to Vitroflora. Vitroflora is not responsible for any damage to the Customer as a result of not carrying out orders. Article 8 Force majeure 1. Force majeure refers to any circumstance outside the direct sphere of influence of Vitroflora in which fulfilment of the agreement can no longer reasonably be expected. This may include strikes, fire, extreme weather conditions or government measures and disease and plagues, or faults in the material supplied to Vitroflora. 2. If Vitroflora cannot carry out the delivery because of force majeure, Vitroflora must inform the Customer of the circumstances in writing as soon as possible. 3. In the event of force majeure, the Parties shall agree a change to the agreement or a (partial) dissolution of the agreement. 4. If the Parties cannot agree on a change or dissolution within 10 days after the written notice of the circumstances in question, either of the Parties may then turn to a judge. Article 9 Unforeseen circumstances for the Customer 1. In the event of unforeseen circumstances that are so serious that Vitroflora may not reasonably expect that the purchase agreement concluded shall remain in effect unchanged, the Parties shall agree a change to the purchase agreement or complete or partial dissolution of the purchase agreement. 2. If the Parties cannot agree on a change or (partial) dissolution within 10 days after the written notice of the unforeseen circumstances, either of the Parties may then turn to a judge. Virtoflora General Terms and Conditions