Terms of sale

General Terms and Conditions of Sale of the nursery Tuszyńscy Gospodarstwo Ogrodnicze Grzegorz Tuszyński
1. General information

The present Terms and Conditions of Sale, hereinafter referred to as the „GTC” apply to all sale transactions, accepted orders, order confirmations and fulfillment, unless our binding offer or order confirmation provides otherwise. Our General Commercial Terms and Conditions apply on an exclusive basis, including situations where we carry out deliveries to clients having commercial terms and conditions different from or contradictory to ours. The GTC constitute an integral part of any sale agreement concerning our goods concluded between the Seller and the Buyer. Any changes or exclusions of individual provisions of the GTC in order to be valid must be previously approved by the Seller. In case of conflict between the provisions of the agreement between the parties the provisions of the agreement shall prevail. In the event that the Buyer has a form of agreement the provisions contained therein shall apply provided they are not contradictory with the present GTC.

2. Order/ Concluding an agreement

1. An agreement is concluded by way of the Buyer placing a written order by letter or e-mail to the e-mail address biuro@tuszynscy.pl and its acceptance by the Seller. An agreement shall be deemed accepted once a written confirmation of an order is sent by the Seller to the Buyer by registered mail or e-mail.
2. The Buyer shall be obliged to carefully review the confirmation for compliance with the order in terms of the assortment of goods, quantity and date and terms and conditions of fulfillment. If there are no comments within 14 business days of receipt thereof the confirmation shall be binding for both parties.
4. If the Buyer does not expressly rule out the possibility of changes the Seller reserves the right, including in relation to orders placed in time, to make changes in the order to a similar variety for the same price, depending on actual production capacity.
5. Short term orders, i.e. orders placed 4 weeks before fulfillment date or later, may be changed regardless of the written confirmation, subject to the proportion and number of varieties.
6 The Seller reserves the right to refuse to fulfill an order placed on the basis of a short term offer without giving reasons.
7 An order that is placed and confirmed may be cancelled only by common, bilateral agreement in writing.

3. Price, payment terms and ordered quantities

1. All the quoted prices are net prices including a royalty fee from the horticultural farm Tuszyńscy Gospodarstwo Ogrodnicze Grzegorz Tuszyński and do not include transportation costs, packaging cost, cost of phytosanitary control and/or inspection. Promotion prices for Clients are valid only provided the proposed payment terms are met. Failure to meet the agreed payment terms indicated in the invoice shall result in charging delay interest in the amount of 2% monthly as from the date that the buyer is in default of fulfilling the payment obligations, with a partial month being counted as a whole month.
2. The seller reserve the right to increase the prices due to currency fluctuation Euro to Pln of more than 10 %.
3. On the Seller’s request the Buyer, after receiving an order confirmation, shall make a prepayment in the amount of 20% - 50% of the value of the order (to the Seller’s bank account). The amount of prepayment shall be agreed individually from time to time. If the Buyer fails to make the prepayment for the ordered goods or there is a justified concern that the Buyer may default under his payment obligations the Seller shall be entitled to rescind from the confirmed order.
4. The Seller reserves the right to retain the prepayment or charge to the Buyer any loss incurred, the amount depending on the cancellation date of the order:
a) 50% of gross selling value of the to be delivered products as a cancellation charge if cancellation took place 20 weeks before fulfillment date,
b) 100% of gross selling value of the to be delivered products as a cancellation charge if cancellation took place up to 10 weeks before collection date.
5. Ordered quantities – as per the collective packaging (seedling palette, cardboard box, palette) used in the farm’s sales procedure.

4. Order fulfillment, delivery

1. Unless the relevant agreement provides otherwise, the agreed delivery dates shall mean preparing the goods for transfer or shipment in our production plants in Otrębusy and/or Szamoty.
2. Deliveries are made from the Seller’s plant by external means of transport, by courier company or post. Delivery costs shall be charged to the Buyer. The Seller shall execute the delivery in the manner indicated by the Buyer and at his express consent. The Seller shall not be liable for any damage caused by the carrier or for the quality of the transport service. Such damage is to be reported to the transport/courier company providing the service by means of a report executed in the presence of the courier/driver. Damage to the goods shall not release the Buyer from the obligation to pay for the same or entitle the Buyer to request the Seller to deliver goods free of defects or to pursue compensation.
3. On the Buyer’s express request the Seller shall insure the consignment at the Buyer’s expense.
4. The Seller shall not be liable for non-performance or inadequate performance of an order placed by the Buyer for reasons caused by force majeure, including specifically: flood, fire, storm, loss of crops, shortage of raw materials, extreme weather conditions such as very low or very high temperatures, breakdown of the heating grid or other external reasons beyond the Seller’s control, eg. strikes, communication disruption, official decisions or other public or legal restrictions; such business disruptions shall entirely release the Seller from the obligation to comply with the delivery date for the duration thereof.
5. In case of delay in delivery of the goods for reasons not attributable to the Seller the order fulfillment date shall be extended by the duration of the disruption preventing the Seller from fulfilling the order in time. In this case the Seller shall notify the Buyer about the reason for the delay and the new expected date of order fulfillment.
6. An order is considered correctly fulfilled if the plants leave the Seller’s plant 7 days before or 14 days after the confirmed fulfillment date.
7. The Seller reserves the right to fulfill an order in batches.

5. Guarantee, claims

1. Immediately after receipt of the goods the Buyer shall review the supplied products in terms of quality and quantity, and in case of doubt perform a phytosanitary examination..
2. Any claims concerning the supplied goods, the size, quality and quantity of the delivered plants, must be reported upon receipt and not later than 24 hours after receipt of stage III cuttings and not later than 48 hours in case of struck young plants. Claims must be submitted in writing.
3. The Seller shall not accept claims concerning compensation for damage caused by delay in the acceptance of the goods.
4. Claims concerning courier shipments:
a) From the moment of collection of the consignment from the Seller and throughout the entire duration of transport the carrier shall be the entity responsible for the condition of the consignment. The Seller shall not be liable for the condition of consignment delivered to the Buyer.
b) In case of unsatisfactory condition of the consignment the grounds for the claim shall be the damage report executed in the presence of the carrier and the Buyer and signed by both the parties.
c) The Seller may issue claims proceedings claims against the carrier on behalf of the Buyer. A properly executed damage report shall be the grounds for such proceedings. The Seller shall settle the damage with the Buyer after the courier company pays the relevant compensation.

6. Liability

1. The Seller shall not be liable for the establishment and growth of the purchased plant assortment since this is associated with external factors beyond the Seller’s control. Any directions provided by the Seller to the Buyer shall be in good faith and according to the Seller’s best knowledge, but without assuming any liability for the effects thereof.
2. The Seller shall be financially liable only to the amount of the invoice for all reasonable and timely claims.

7. Protected varieties

1. If the order includes varieties covered by legal protection, which is understood as varieties registered or submitted for registration to the Book of Exclusive Rights Protection maintained by COBORU [Research Center for Cultivar Varieties] in Słupia Wielka near Poznan, it means that the purchased plants of such varieties may be used only for growing commercial crops and sold as such. Further propagation of such purchased plants is legally prohibited.
2. In the event that mutated plants (sports) are found among the cultivated plants the farmer/buyer shall remain the owner thereof but shall be obliged to notify the owner of the original variety or his attorney about it. The latter shall, either personally or through an appointed third party, examine the material at the producer’s plant and secure it for possible further research.

8. Final provisions

1. The supplied goods remain the property of the Seller until the invoice is paid in full. This reservation also applies to plants advanced in growth. In case of delay in payment of the invoice the Seller shall be entitled, at his own discretion, to collect the amount due in litigation or to recover the delivered goods in order to resell them.
2. The Buyer shall be entitled to rescind from the agreement in case of the Seller’s delay in fulfillment of the order by the deadline indicated in the order confirmation lasting more than 30 days, after previously requesting the Seller to fulfill the order by an additional 7 day deadline.
3. The Seller shall be entitled to rescind from the agreement in case of delay on the Buyer’s part in payment of the entire or any part of the amount due. The date of rescission shall be the 7th day after the Seller sends to the Buyer a written statement on rescission from the agreement.
4. The parties shall be entitled to terminate the agreement at any time, such termination being made in writing in order to be valid.
5. In cases not regulated by the present GTC the provisions of the Civil Code shall apply.
6. Any disputes which may arise in relation to performance under the agreements shall be submitted by the Parties for determination by a common court in Poland, of appropriate jurisdiction for the registered seat of the Seller, according to Polish law and in the Polish language. The United Nations Convention on contracts in international sale of goods and any other conflict of law provisions which may lead to the applicability of any other legal order, including the Regulation of the European Parliament and the Council (EC) no. 593/2008 of 17 June 2008 on governing law for contractual obligations (Rome I), shall be expressly excluded.
7. The place of fulfillment of all performance under the agreements between the farm Tuszyńscy Gospodarstwo Ogrodnicze Grzegorz Tuszyński and the Buyer shall be Otrębusy.
8. Any changes to agreements or orders in order to be valid must be made in writing.