International Sales Conditions (ISC)

International Sales Conditions (ISC)

For use in international business operations as of Mai 2019

1. General terms

1.1 Only the individual-negotiated contractual agreements and these International Sales Conditions are valid for our deliveries. Our International Sales Conditions apply exclusively; Our International Sales Conditions also apply in case of unconditional delivery to the buyer even if we are aware of the buyer's conflicting or deviating sales conditions. Opposing or different terms and conditions of the buyer do not obligate us. We do not acknowledge them, along with any contradictions expressed by us that are not in writing, or reserved delivery, or acceptance of the performance of the buyer. These International Sales Conditions are valid for current deliveries and all subsequent deliveries of goods to the buyer. Additional obligations undertaken by us in sales- and cooperation-contracts concluded with the buyer do not affect the enforcement of these International Sales Conditions. At the latest, through the acceptance of our goods the buyer indicates his consent to these terms and conditions

1.2 Our International Sales Conditions only apply to entrepreneurs within the meaning of the Latvian Commercial Law, regardless of whether their legal address is domestic or foreign.

1.3 Declarations of intent of the buyer should be in written form.

2. Information and suitability

2.1 Every form of verbal and written advice, e.g. from our sales, is given to the best of our knowledge and experience. Information on our products, in particular in our brochures, catalogues, other documents and electronically presented media, e.g. on the Internet, in particular on the suitability and use of our products, is non-binding unless expressly designated as binding in our offer or our order confirmation. They do not exempt the buyer from carrying out his own tests and trials. In particular, the buyer is not released from the obligation to check the suitability of our products and recommendations for the intended and all other purposes. This applies in particular to compliance with statutory and official regulations when using our products.

2.2 The buyer is responsible for legal and official regulations while using our goods.

3. Offers and orders

3.1 Our offers are subject to confirmation. An offer shall be deemed to be accepted, not before it was acknowledged in written form and the ordered goods have been described specifically.

3.2 Mistakes in writing and errors in calculation or similar errors in offers and in confirmations of order do not bind us. Such mistakes may be corrected at any time.

3.3 Our offer is valid for 4 weeks, unless otherwise agreed in writing.

3.4 Whilst every effort will be made to despatch the exact quantities ordered, due to weight restrictions on certain vehicles, containers, etc., we reserve the right to despatch the nearest combination to that ordered.

3.5 Any date of delivery specified in the written order confirmation is solely a guideline.

4. Prices - Terms of payment

4.1 Unless otherwise agreed in the offer and confirmation of order, our prices are quoted "ex works". The buyer bears all possible costs of packaging, transport, shipment, customs or transport insurance. If we deliver on so-called "euro-pallets" or similar pool-pallets, these must be returned after delivery by way of exchange. Otherwise we can bill the original costs including VAT. The prices are valid categorically for the single order noted in the order confirmation. Repeat orders are new orders.

4.2 VAT is not included in our prices; we charge VAT on the invoice separately.

4.3 If the confirmation of order does not state something else, the price is strictly net (without discount) and must be paid within 30 days after the invoice date. We can ask for advance payment, cash on delivery, or letter of credit when delivering to unknown buyers or buyers with outstanding accounts. If not mentioned in the confirmation of order, the validity of prices and the terms of delivery (Incoterms) arise from the current offer or from the latest price-list to be on hand of the buyer.

4.4 All prices are quoted without engagement and all price lists are subject to alteration without notice. We reserve the right to invoice at prices ruling at the date of despatch irrespective of the date of order.

4.5 We are not obligated to provide for the required export, transit or export licenses, authorization, certificates or other documents. However, we facilitate the procurement of the designated written documents for buyer at his request, risk and cost.

4.6 The buyer may only set off with claims which are undisputed or legally binding or which are acknowledged by us.

4.7 Also, namely upon agreement to INCOTERMS of Group F, we are particularly not obligated to organize the transport of the goods, to insure the goods, to furnish credentials or documents not expressly agreed, to deal with customs clearances, to bear incidental taxes (except in the country of our main place of business), to follow valid measurement and weight systems, packing, labeling or marking specifications (except in the country of our main place of business), to inform the buyer of the delivery, or to take back from the buyer packaging material (transport-, sales- and other packaging).

4.8 Regardless of statutory provisions, the buyer has the additional duty to undertake, as his own expense, recycling or other prescribed disposal. The aforesaid provisions are valid regardless of whether or not the packaging of the buyer is separately listed on the invoice.

5. Value-added tax

5.1 The buyer ensures that all preconditions for a delivery free of value- added tax to the seller are fulfilled. Insofar as we do not receive the verification for tax-free export delivery or we have paid value-added tax on behalf of the buyer because of delivery modalities or because of circumstances, the buyer unreservedly indemnifies us regardless of our ongoing claims. The indemnification is approved by the buyer under release of further assumptions or other objections, in particular under release of the objection of the limitation, and also includes the reimbursement of our original expenditure.

5.2 If a customer does not provide us with the necessary documents for a VAT audit and the audit is therefore to our disadvantage, we shall be entitled to invoice the customer for the damage incurred by us.

6. Delivery period - default of acceptance

6.1 Unless there is an explicit agreement about a specific delivery time, all stated delivery periods are not binding. We do not get into default of delivery before the buyer has sent us a warning notice in writing.

6.2 If the buyer is in default of acceptance or if he contravenes culpably any other duty to cooperate, we shall be entitled to claim compensation for damages, including eventual surplus costs. Additional claims or rights are reserved.

6.3 If the conditions of paragraph 6.2 are given, the risk of accidental loss or accidental deterioration of the goods passes to the buyer as soon he enters into default of acceptance or debtor's delay.

6.4 If the buyer refuses acceptance or cancels a valid contract or if we legally withdraw from the contract (e.g. pursuant to paragraph 13) we have the right to claim a compensation of 10 % of the agreed contract amount for our costs and lost profit. The buyer can prove a lower loss. We can claim a higher compensation if the actual damage is above the 10% compensation flat rate.

6.5 If due to force majeur or administrative acts we are hindered from the exploitation of our products, our delivery obligation is suspended until the clearance of the obstacle. This also applies for an encroachment of our suppliers.

6.6 In case of force majeur we shall be entitled to claim the costs from the Buyer, even if there had been a confirmation of order.

6.7 Without waiver of other legal rights, we are entitled to suspend delivery obligations so long as, in our view, the apprehension exists that the buyer will not perform its obligations in whole or in part. The right to suspend applies especially when the buyer only incompletely fulfills his existing obligations to us or third parties for payment scheduling, or pays slowly, or exceeds a limit set by a credit surety or is exceeded with the anticipated delivery. Instead of suspension, we can make future and already-confirmed deliveries dependent upon the opening of an active letter of credit through a major bank in the country of the buyer’s domicile or by prepayment, at the buyer’s option. We are not obligated to continue performance if a warranty by the buyer upon the avoidance of suspension does not offer adequate security or can be defeasible by another applicable right.

7. Passing of risk

Unless otherwise agreed, the goods are delivered “ex works” (INCOTERMS) at our registered address or any place specified by us. The transportation is carried out on behalf of the buyer. Accordingly, any shipment or transport is at the buyer’s risk and cost. If desired, we will procure transportation insurance; in this case the buyer bears all expenses.

8. Storage conditions and duration

The culture substrates and soil additives we supply are natural products of which the properties (e.g. colour, structure, composition) can naturally differ from one delivery to the next. In order to avoid culture risks arising in the products due to microbial and chemical reaction processes as a result of improper handling and storage, our products are to be used only for the culture purposes for which they are intended. Products supplied loose and packaged products should be stored dry and cool, i.e. protected from sun and precipitation as well as contamination by foreign matter, on a concrete/paved floor in roofed storage facilities. They must be used soon, as long-term storage can impair the quality. In particular, culture substrates with slow release fertilisers and propagation substrates for vegetable and decorative plants must be used within a few days.

9. Microorganism

9.1 Our culture substrates and soil additives are not sterile but rather naturally microbially activated. Microorganisms may be autochthonous or colonise substrates during storage or plant cultivation depending on the time of year and the culture conditions. The large majority of products contain high levels of organic matter, which is inevitably subject to microbial decomposition by fungi, bacteria and other organisms. Saprophytic nematodes may be present in the culture substrates and soil additives in small numbers. Manuring of the culture substrates for plant growth moreover promotes the growth of saprophytic organisms. The presence of saprophytic organisms and the consequences of such, e.g. appearance of fungi, therefore do not constitute product defects.

9.2 Colonisation by ubiquitous micro-organisms and the ubiquitous appearance of saprophytic organisms therefore constitute a product defect at most if the products are anthropogenously contaminated with an unnaturally/atypically high quantity of saprophytic organisms or micro-organisms on transfer of risk.

9.3 We shall not accept any liability for damage to property and financial losses which are caused by ubiquitous colonisation of microorganisms as well as by an ubiquitous occurrence of saprophytic organisms, such by the growth of fungus on or in the growing medium.

9.4 This exclusion from liability shall not apply in the case in which the growing media are at the time of passing of risk contaminated anthropogenically with an unnaturally and/or atypically high number of saprophytic organisms or microorganisms, and we have caused this anthropogenic contamination by intent or gross negligences.

10. Liability for defects

10.1 The buyer can only assert claims for defects, when he examines the product immediately after delivery. The buyer has to examine the goods according to lawful regulations and to screen every single delivery in every respect for identifiable and typical nonconformities. If a defect is found, the Buyer has to notify us without delay in written form. The Buyer must do everything in his power to ensure the damage as low as possible. In order for us to examine a complaint, we need at least one original and unopened package. Without this, we cannot accept a complaint.

10.2 If the sold product has a defect we may choose to remedy the defect or to deliver a new product free of defects.

10.3 If the remedy of deficiencies has failed, the buyer can chose between withdrawing from the agreement and reducing the purchase price.

10.4 Except for the case of an intentional breach of contract or a culpable violation of essential contractual obligations our liability is limited to the foreseeable, typical damage. This also applies to damages in lieu of performance.

10.5 Deviations from dimensions, weight and quality are permissible according to industry-standard tolerances or the practice applicable among merchants and do not entitle to complaints and price reductions. We deliver natural products as peat, soil and substrates. The composition of these products can naturally differ within one or several deliveries. Normal deviations in colour, composition and ingredients are not a defect but are inherent to the product. Wood or roots are a natural component in peat, so if they are present in our product they do not count as a reason for complaint. Peat and mixed peat products are natural products which have weight tolerances depending on their moisture content. Underweights and overweights are usually due to different water content.

10.6 If the buyer orders special mixtures, we only warrant the quality of our own products and not the additional products ordered by the buyer.

10.7 We are not responsible for defects arising out of incorrect processing or storage. In that case we are exempt from liability.

10.8 We are liable for defects of products for specific cultures only in case of an explicit guarantee in written form and if the buyer can prove the correct storage and cultivation.

10.9 Buyers using our products for the first time or for a new usage shall start with small experimental cultures in order to test the adequacy of our product.

10.10 The information on the delivery quantity and the declared filling quantities for packaged products are based on EN 12580.

10.11 Apart from the abovementioned we are only liable in cases of culpable damages to life, body or health; this also applies to the liability concerning private consumers. In all other cases we are exempt from liability if not stated otherwise in these general contract conditions.

10.12 The limitation period for claims due to defects is 12 months, starting with the passing of risk.

11. Additional liability

11.1 Additional liability other than mentioned in paragraph 10 is excluded - notwithstanding the legal nature of the claim. This especially applies to compensation for the violation of contract formation, for the breach of other obligations or for the reimbursement of material-damages by a claim in tort.

11.2 The limitation under paragraph 11.1 also applies if the buyer demands reimbursement of futile expenses instead of Damages in lieu of performance.

11.3 Where the liability for damages against us is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and agents.

12. No liability for admixtures of the goods

Adding ingredients or components to the goods may amend the characteristics of the Goods and cause loss or damage. Accordingly, we accepts no liability for any admixture of the goods. This waiver of liability applies if the buyer, or anyone acting on the buyer’s behalf or under the buyer's instructions, prior to use of the goods adds or mixes any ingredients or components, such as e.g. peat, clay, composted green waste, etc. with the goods. The waiver of liability also applies if we have made the admixtures to the goods following instructions from the buyer.

13. Retention of Title

13.1 The delivered goods remain our property until the full payment of the agreed price. If the buyer acts in violation of the contract, especially by delaying the payment, we shall be entitled to wait with the execution of orders or to deliver partially, to reclaim the goods or to withdraw the contract. By retracting the goods we withdraw from the contract. The reclaim of goods is deemed to be a withdrawal. After reclaiming the goods we are entitled to realize the goods. The sale proceeds, less reasonable cost, will go for the benefit of buyer's liabilities.

13.2 Until full payment the buyer has the obligation to store our goods carefully.

13.3 In case of attachment or other legal actions of third parties the buyer has to give us a written notice so that we can take the adequate legal steps. If the third party is not capable of reimbursing our legal costs, the buyer is responsible for our losses.

13.4 The buyer is entitled to resell the goods in the course of ordinary business. In the event of resale, the buyer assigns to us - as from now - all claims against his customers in the amount of the final invoice (including VAT), which accrue against his customers or other third parties from the resale of our goods. This applies irrespectively of whether the merchandise is resold with or without processing. The buyer remains entitled to collect the claims even after they have been assigned. Our authority to collect the assigned claims shall not be affected. We commit ourselves not to collect the claims as long as the buyer complies with his payment obligation to us, if the buyer is not in default of payment, if there is no petition in bankruptcy or ongoing composition- or insolvency proceedings. Otherwise we are entitled to demand, that the buyer discloses to us all information which is necessary to collect the assigned claims. For that purpose he shall give us information about the assigned claims and his debtors and he has to hand over the relevant documents and to notify the debtors (third parties) of the assignment.

13.5 If the merchandise is processed in conjunction with other objects which do not belong to us, we shall acquire co-ownership of the new object in the ratio of the value of the merchandise (including VAT) to the other processed objects at the time of the processing. Paragraphs 13.1 to 13.4 also apply to the objects created by the processing.

13.6 If the merchandise is inseparably combined or mixed with other objects which do not belong to us, we shall acquire co-ownership of the new object in the ratio of the value of the merchandise to the other objects combined or mixed with it in the moment of combination or mixing. If the combination or mixing occurs in such a manner that the buyer's object is to be regarded as the primary object, it shall be deemed agreed that the buyer shall assign to us proportionate co-ownership. The Buyer shall safeguard the property to which we have sole ownership or co-ownership on our behalf.

13.7 In the case that our securities exceed a marketable value of more the 110% of the secured claims, we commit ourselves, at the request of the buyer, to waive a security to which the buyer is entitled. We are entitled to choose the security to release.

13.8 Factoring transactions are only effective with our consent. The buyer is not entitled to pledge goods subject to retention of title or to assign them to third parties as security. The buyer must inform us immediately of any impairments by third parties. In the event of access by third parties to the reserved goods, in particular seizures, the buyer shall draw attention to our ownership and inform us immediately so that we can assert our ownership rights. Insofar as the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for such costs.

13.9 If the retention of title should not be effective under the law of the country in which the delivered goods are located, the buyer shall provide an equivalent security at our request. If he does not comply with this request, we may demand immediate payment of all outstanding invoices irrespective of the agreed payment terms.

14. Legal venue - Place of fulfilment

14.1 Our legal address shall be the exclusive place of jurisdiction; we are entitled to file a lawsuit at the legal address of the buyer or at the place of his branch office.

14.2 The Law of the Republic of Latvia shall exclusively apply for the business relations and the entire legal relationship between us and the buyer under exclusion of the UN-Convention on Contracts for the International Sale of Goods.

14.3 Unless otherwise explicitly agreed in the confirmation of order, the place of performance shall be our place of business.

14.4 Should provisions of these International Sales Conditions be or become inoperative in whole or in part, the provisions stay operative in all other respects. The parties are obliged to change the inoperative provision to a legally valid provision which preserves as much as possible the commercial spirit of the inoperative provision.

15. Force Majeure

15.1 We are not liable for disturbances which occur as a result of natural or political events; mandatory actions; labor disputes; sabotage; accidents; terrorism; biological, physical or chemical activities; or other conditions; and cannot be controlled by reasonable means.

15.2 We accepts no liability for loss, damage or consequential loss in respect of delay in delivery or cancellation in the above-mentioned situations.

16. Supplied goods

For claims by the buyer for damages or destruction of goods supplied or goods of the buyer left to us for repair, we are liable only for intentional and grass negligence; liability for simple negligence is barred. Normal wear and tear is excluded from liability. For delivered products such as raw materials, etc., the buyer takes on responsibility for the inspection and warranty of quality (e.g, material, dimensional accuracy, etc.), we merely perform an incoming goods inspection with respect to amount, count, identity, and a visual inspection for obvious shipping damages. We are not obligated to perform further examinations.

17. Cancellation

17.1 The buyer cannot change or cancel orders later than 3 weeks before indicated dispatch date. We may, at our discretion, accept to re-direct loads in transit, but any additional costs incurred will be charged to the buyer.

17.2 If the buyer in spite of the above clause fully or partially cancels or changes an order, the buyer will be liable for any loss of profit and any other costs / losses incurred by us.