General contract and sales conditions from 01/01/2021
Art. 1: applicability
1. These general terms and conditions apply to all offers and agreements between PLANTOR BV and
its customer.
2. A different language version of these terms and conditions can be obtained on request. The Dutch
version always takes precedence.
3. These general terms and conditions can only be deviated from with the written agreement of
PLANTOR BV.
4. By submitting an offer and / or accepting an order from the customer, the customer accepts these
general terms and conditions without reservation.
5. The applicability of any general terms and conditions of the customer is expressly excluded by
PLANTOR BV.
Art. 2: conclusion of the agreement and prices
1. An agreement as a result of an offer or quotation from PLANTOR BV is concluded at the time of
written acceptance by the customer of the offer or quotation.
2. If the customer makes a reservation without a prior quotation or offer from PLANTOR BV, the
contract is concluded when PLANTOR BV confirms the reservation in writing, indicating the prices.
3. All offers and quotations by PLANTOR BV are without obligation, excl. VAT, excl. Transport and
packaging costs and while stocks last.
4. PLANTOR BV only guarantees the pot size. The specified dimensions, characteristics, heights and
diameters with regard to the offered plants are indicative. PLANTOR BV under no circumstances
guarantees the growth, flowering or regeneration of previously offered plants.
5. PLANTOR BV has the right to adjust the offered price if its costs have increased significantly since
the offered price.
Art. 3: Delivery and acceptance, transport, cancellation
1. Collection of the plants from PLANTOR BV by or on behalf of the customer is at the risk of the
customer. The receipt of the plants at PLANTOR BV counts as acceptance of the plants by the
customer. The risk of damage or loss of the ordered plants is transferred to the customer at the
moment that the plants are received at collection.
2. Upon delivery of the plants by PLANTOR BV to the customer or at the place indicated by the
customer, the receipt of the plants is considered as acceptance of the plants by the customer.
3. PLANTOR BV will make every effort to deliver the agreed quantities and to ensure that the
delivered plants conform to the order and also have the properties that can reasonably be expected
of similar goods. PLANTOR BV reserves the right to replace missing kinds / properties by the most
similar, and the missing sizes by the closest sizes, without the customer being able to claim any
compensation in this regard.
4. The agreed delivery terms, reservation or purchase periods are binding for the customer.
If the customer does not or not timely purchase the ordered or reserved plants, in whole or in part,
no later than the agreed date or the agreed latest reservation date / period, and regardless of the
reason for this, PLANTOR BV reserves the right to consider the agreement (order or reservation) as
dissolved by operation of law and without prior notice of default. The customer bears the risk of any
loss of quality or other adverse consequences that may arise as a result. In that case PLANTOR BV is
entitled to resell the plants not purchased to a third party. The customer remains obliged to pay the
agreed purchase price of the order or the total reserved quantity at the agreed price less the net
proceeds from this sale to that third party.
5. If CC containers, trays, extensions or other packaging are not exchanged within 14 days after
delivery or collection, the packaging will be charged at the following prices per item: CC TAG5 € 100;
tray € 15; extension € 0.50; wooden box € 25; pallet € 10; VMH € 4; VML € 3.50. If CC containers and
trays are returned at a later time, they will be credited at the same prices per item. During the period
that the trolleys were at the customer, the following rental prices are charged per piece and per day:
CC TAG 5 € 0.60; tray € 0.06)
Art. 4: Payment
1. All invoices from PLANTOR BV are payable in cash, without discount, within 30 days after the
invoice date.
2. In the event of non-payment or incomplete payment of the invoice on the due date, an interest of
8% per year on the outstanding invoice amount is owed by operation of law and without prior notice
of default. A fixed compensation of 10% with a minimum of 125 € is also due.
3. Invoices that are incomplete or not paid by the due date give PLANTOR BV the right to suspend or
cancel deliveries / executions of current agreements, without the customer being entitled to any
compensation.
4. If the customer is declared bankrupt, is placed under legal protective measures, there are signs of
shaky credit, there are negative sector references circulating, PLANTOR BV has the right to terminate
the agreement without judicial intervention and with immediate effect, while retaining its right to
compensation for damage suffered and without the customer being entitled to any compensation.
5. All plants remain the property of PLANTOR BV until full payment of the price.
Art. 5: Complaints, liability, force majeure
1. Protests of a delivery due to visible defects by the customer must be made in writing AND with
reasons, within 24 hours after delivery by or collection at PLANTOR BV. Moreover, the delivered or
collected plants must still be physically present at the customer, who will keep the plants at his own
expense and risk so that PLANTOR BV can immediately inspect the protested goods. The unreserved
forwarding of the plants by the customer to his customer will in any case be regarded as explicit
acceptance of the plants.
In the absence of written protest as mentioned above, the delivery is deemed to have been accepted
and in accordance with the order.
2. PLANTOR BV cannot be held liable for:
- defects in the delivered goods as a result of or related to a disappointing growth and flowering of
the plants supplied, both in terms of quality and quantity, even if the defects described above are the
result of diseases, disorders, ...
- force majeure, whereby force majeure is understood to mean: any circumstance falling outside the
direct sphere of influence of PLANTOR BV, as a result of which fulfillment of the agreement can no
longer reasonably be demanded due to unfavorable weather conditions (e.g. persistent frost periods,
frost damage, persistent rain, persistent drought and all other abnormal conditions), plant diseases,
pests, growth disturbances that are difficult to explain during the propagation and / or production
process, crop failures, ...
- non-delivery on the specified day or difficulties in connection with the delivery. The buyer will be
informed by PLANTOR BV as soon as possible.
3. In the aforementioned cases, PLANTOR BV has the right to suspend the execution of the
agreement and / or to dissolve the agreement, whether or not in part, and / or to reduce the
quantities to be delivered and / or to proceed to the delivery of equivalent or similar plants to
replace the missing plants, without the customer being able to claim any compensation. In case of
partial fulfillment by PLANTOR BV, the customer will owe a proportional part of the agreed price,
without the customer being able to claim any compensation for the part that has not been obtained.
4. Eventual liability of PLANTOR BV due to an attributable shortcoming from any agreement with the
customer is in all cases limited to a maximum of the amount of the price stipulated for that
agreement, excluding VAT.
Eventual liability of PLANTOR BV for indirect damage, consequential damage, loss of profit, missed
savings, or any other damage as a result of damage to or loss of plant material at the customer is
excluded.
5. PLANTOR BV is not liable for the content of price stickers, labels, photos or labels supplied by the
customer for which PLANTOR BV is requested to apply these to the plants. It is the responsibility of
the customer, at the latest upon collection or receipt of the delivery, to check whether the price label
corresponds to the specific plant on which it has been applied by PLANTOR BV. The collection or
receipt of the labeled delivery constitutes the agreement of the customer with the labels applied by
PLANTOR BV without the customer being able to claim any compensation on that account.
6. The customer preserves PLANTOR BV against all actions and claims of third parties concerning the
repair of damage caused by or in connection with any product delivered by PLANTOR BV.
Art. 6 : Photo material
Photos of plants that are forwarded by PLANTOR BV at the request of the customer are always a snapshot, purely indicative and without any binding value or any legal effect with regard to PLANTOR BV arising from these photos. Photos always remain the property of PLANTOR BV. The intellectual property right (IP) applies to all photos of PLANTOR BV.
Photo material forwarded (From PLANTOR BV to the customer) may only be used by the customer
to promote the products of PLANTOR BV.
Photo material on the website of PLANTOR BV namely www.plantor.be may only be used by the
customer to promote the products of PLANTOR BV.
Art. 7: Applicable law and choice of forum
Only Belgian law applies to every agreement between PLANTOR BV. The Vienna Sales Convention is excluded.
All disputes arising as a result of the validity, interpretation or execution of the agreement between
PLANTOR BV and the customer will be exclusively submitted to the courts of the place where
PLANTOR BV has its registered office / is located.