Rośliny ozdobne | 2026 (suplement)

46. VITROFLORA | Rośliny ozdobne 2026 • SUPLEMENT Article 10 Guarantees and complaints 1. Vitroflora does not guarantee the genuineness of the products that are generally known to branch back. 2. Vitroflora does not guarantee the growth and blossoming of the products delivered. 3. The Customer shall at all times be provided with all requested cultivation information to the best of Vitroflora’s knowledge and abilities, by or on behalf of Vitroflora, but without any liability of Vitroflora arising therefrom. 4. Complaints regarding visible defects, including those regarding the quantity, size or weight of the products delivered, must be indicated to Vitroflora within two days after delivery and Vitroflora must be informed in writing within eight days. 5. Complaints regarding non-visible defects must be indicated to Vitroflora immediately after detection (within two days at the latest) and Vitroflora must be informed in writing within eight days. 6. Complaints must also be indicated to Vitroflora at such time that Vitroflora can check the plant material. 7. A complaint must at least include (i) an extensive and precise description of the defect, (ii) the storage location of the cultivation material to which the complaint relates, and (iii) a listing of the facts on the basis of which it can be determined that the products delivered by Vitroflora and those rejected by the Customer are the same. 8. If the products delivered are rejected by the Customer under the terms of this article and the Customer and Vitroflora do not immediately agree on an amicable settlement, the Customer must then appeal to an independent, officially accredited expert who shall draw up an expertise report. The costs of the expertise report shall be for Vitroflora if the rejection is justified and for the Customer if the rejection is not justified. The costs of the expertise report must be prepaid by the Customer in any event. 9. Complaints regarding a portion of the products delivered cannot give rise to a rejection by the Customer of the entire delivery. 10. The Customer is obliged to check the quantity of the shipment delivered, or have it checked, on receipt and to report a deviation in the quantity to Vitroflora. 11. Issuing a complaint does not suspend the Customer’s obligation to pay, regardless of any justification of a complaint. Article 11 Liability 1. All liability regarding non-timely delivery is hereby excluded, unless the ultimate agreed delivery date or the final date of the delivery period is exceeded by more than seven days. 2. If the delivery date or the final date of the delivery period is exceeded by more than seven days, Vitroflora must be given written notice, whereby the Customer shall set a reasonable period for Vitroflora to fulfil his obligations nonetheless. 3. Vitroflora is not liable for damage caused by force majeure as indicated in article 8 paragraph 1. 4. Compensation by Vitroflora of any damage incurred by the Customer in the event of a complaint submitted under article 10 shall not be higher than the invoice value of the products delivered referred to by the complaint that proves to be justified, provided there is culpability or conscious negligence on the part of Vitroflora. 5. In the event of a partial failure of the harvest as a result of the products delivered for the Customer, the compensation owed by Vitroflora for the damage incurred by the Customershallnotexceedapercentageofthepurchasepriceoftheproductsdelivered, which is at most equal to that portion of the harvest that has failed for the Customer. If, when damage is reported, Vitroflora and the Customer jointly or a third party determines the percentage of deviating, diseased or weak plants, this percentage shall determine Vitroflora’s maximum liability. The Customer is obliged to ensure that the damage as a result of deviating, diseased or weak plants is limited as much as possible. 6. Damage compensation may not be deducted by the Customer from any outstanding account payable to Vitroflora and does not entitle the Customer not to pay the invoice amount, or not to do so by the invoice payment date. Article 12 Transfer of ownership, retention of ownership and surety 1. Notwithstanding the provisions of paragraph 2, ownership of the products is transferred to the Customer at the time of delivery as referred to in article 5. 2. Vitroflora shall retain ownership of the products he has delivered and shall retain or acquire ownership of the products arising from them until the agreed price has been paid in full by the Customer and the Customer has completely fulfilled any and all of his other obligations to Vitroflora. 3. If there is any doubt in the mind of Vitroflora regarding the ability of the Customer to pay, Vitroflora shall be entitled to defer performances until Vitroflora has stood surety for payment or to terminate the agreement by cancellation, if the Customer has not provided surety for payment within fourteen days after being ordered to do so, notwithstanding the terms of article 4 paragraph 1. In both cases, the Customer shall be liable for the expenses incurred by Vitroflora. Article 13 Contractual protection or protection under breeders’ rights of original species 1. Starting material and plant material of species protected by a breeders’ right applied for or granted in the Netherlands or any other country or by a contractual transfer provision may not be (i) used to produce or further reproduce the species, (ii) treated for the purpose of reproduction, (iii) brought into the realm of commerce, (iv) traded further, (v) exported, (vi) imported, or (vii) kept in stock for one of these purposes. 2. The starting material delivered may be used by the Customer only to cultivate end products at the Customer’s business and may be used by the Customer only under the relevant species name and brand name if applicable. 3. Vitroflora is entitled to access to the business of the Customer or lots under the Customer’s control where the starting or plant material delivered by Vitroflora is located to view and/or assess said material. Vitroflora shall inform the Customer of his arrival in a timely manner. 4. The Customer is obliged to provide immediate access to his business and the crops to inspection authorities carrying out inspections on behalf of the owner of a protected species delivered to him. The Customer must also provide immediate access to his records (e.g. invoices) that are relevant to such inspection. 5. If the Customer finds a mutant in the protected species, he must immediately inform the holder of the breeders’ right by registered letter. 6. At the written request of the holder of the breeders’ right, the Customer shall provide the holder of the breeders’ right, within two months of receiving the request, with test material of the mutant, free of charge. 7. The Customer is aware that the finder of a mutant, being a significant derived species, in the protected species, requires the permission of the holder(s) of the breeders’ right regarding the ‘parent species’ to exploit the mutant. 8. In particular, the Customer is aware that the finder of a mutant requires the permission of the holder of the breeders’ right regarding the ‘parent species’ to carry out the actions mentioned in paragraph 1 regarding all material of the species, including harvested material (hence also flowers, plants and/or plant parts). 9. The Customer is obliged to provide all co-operation desired by Vitroflora, including co-operating in collecting evidence, in the event that Vitroflora becomes involved in proceedings regarding breeders’ rights or other industrial property rights. Article 14 Dispute settlement 1. These General Terms and Conditions and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Polish law. 2. All disputes (even those deemed as such by only one party) regarding or arising from the agreements concluded between Vitroflora and a Customer established abroad to which these General Terms and Conditions apply may exclusively be settled by the Polish judge who is competent in the area in which Vitroflora is established. Article 15 Applicability of the appendix 1. The Parties may declare the ‘regulations on supplement percentages to be charged in the event of divergent germination percentages’ appended to these General Terms and Conditions to be applicable by agreement. The appendix shall then be part of the agreement to which these General Terms and Conditions also apply. Article 16 Price changes 1. Vitroflora reserves the right to change the final prices, in case of changes in the price components (e.g. costs of materials, labels, packaging, taxes, import duties, exchange rate differences etc.) in relation to the price of these components at the date of confirmation of the order.