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.