Terms and conditions

Terms and Conditions

General Terms and Conditions of Plantafarm S.A., León — hereinafter referred to as “Plantafarm”.

1. Scope of Application

These General Terms and Conditions apply exclusively to the business relationship between Plantafarm and the Customer placing the order for deliveries and services (hereinafter collectively referred to as “Services”), provided that the Customer is a business entity or a public law institution. They shall also apply if Plantafarm performs its Services without reservation while being aware of conflicting or differing conditions; such divergent or conflicting terms shall only be binding on Plantafarm if Plantafarm has expressly agreed to their validity in writing or in text form.

2. Offer, Contract Conclusion, Subcontractors, Audits

2.1. Plantafarm’s offers are non-binding. General descriptions of products and services or the characteristics of a sample shall not be deemed a guarantee of quality, but merely an agreed quality specification.

2.2. The Customer’s order shall only be binding on the basis of these General Terms and Conditions if confirmed by Plantafarm in writing, or if Plantafarm executes it without reservation (“Contract Conclusion”). If Plantafarm confirms the order in writing (“Order Confirmation”), the contract shall be deemed concluded under the terms and conditions stated therein, unless the Customer objects in writing or in text form immediately upon receipt.

2.3. If the Customer requests that supplies or other parts of the Services (“Externally Supplied Materials”) be provided by the Customer or a third party designated by them, the Customer shall be responsible—whether the contract is concluded by the Customer or by Plantafarm—for ensuring that (1) such external supplies are provided correctly and on time, and (2) all other contractual obligations of the third party are fulfilled.

2.4. If the Customer or a national or foreign authority conducts an audit or inspection at Plantafarm’s facilities in relation to the Services provided, the Customer shall bear the costs incurred by Plantafarm in this regard.

3. Cancellation Contracts

3.1. If it is agreed that Services shall be provided under a termination clause (“cancellation contract”), the Services must be terminated within 120 calendar days following the conclusion of the pending load order contract.

3.2. If the cancellation period is exceeded, Plantafarm shall be entitled, after an unsuccessful expiry of a reasonable grace period, to claim damages for breach of contract and/or to terminate the cancellation contract or the unexecuted part of the load order contract.

4. Execution Time

4.1. Execution time begins after all technical and commercial details have been clarified and, where necessary, after receipt of the provisions and materials the Customer must supply (e.g., test samples and related documentation). Contract fulfillment is subject to self-supply and to the absence of obstacles arising from applicable EU or international regulations, embargoes, or sanctions.

4.2. Information provided by Plantafarm regarding execution time is non-binding unless a binding date has been expressly promised in writing.

4.3. Within reasonable limits, Plantafarm is entitled to make partial deliveries to the Customer.

5. Place of Performance, Delivery, Test Samples, Failure to Accept

5.1. The place of performance for Services is Plantafarm’s facility.

5.2. Deliveries shall, by default, be made EXW Plantafarm (Incoterms® 2020) at the Customer’s expense, unless otherwise specified. If otherwise agreed, the applicable Incoterms 2020 (or their latest version) shall apply. In the event of any inconsistency between applicable Incoterms and agreed shipping instructions, the latter and Plantafarm’s order confirmation shall prevail. Any damage or product weight loss during transport shall be borne by the Customer, as well as additional costs such as winter freight surcharges, inland waterway transport, tariff increases, duties, and customs.

5.3. For bulk goods (sacks or big bags), Plantafarm reserves the right, for technical reasons, to deliver up to 3% more or less than the ordered quantity, provided it is reasonably acceptable for the Customer. Actual shipping weights shall determine the invoice amount.

5.4. Unless used for analysis, Plantafarm shall store reference samples for six months after Service delivery, after which they may be discarded without prior notice. Longer storage requires a special agreement.

If the Customer delays acceptance or breaches cooperation obligations, the risk of accidental loss or deterioration of the Services shall pass to the Customer at that time. Plantafarm reserves the right to claim damages for non-acceptance.

6. Prices, Payment, Set-off, Retention Right

6.1. All prices are in EURO, exclusive of VAT at the rate applicable at the time of execution.

6.2. The price agreed in a load order contract shall apply throughout the agreed period.

6.3. Otherwise, the agreed price applies if Services are rendered within four months after contract conclusion. If a longer execution period has been agreed and the price becomes unreasonable due to significant market changes, Plantafarm may request a price adjustment. If the increase exceeds 5%, the Customer may withdraw from the contract or the unfulfilled portion without charge.

6.4. Should unforeseen changes occur in ancillary price factors (customs, taxes, levies, etc.) between contract conclusion and Service delivery, Plantafarm may request a corresponding adjustment.

6.5. All payments for dispatched goods shall be invoiced immediately upon or after shipment.

7. Liability for Defects

Plantafarm shall be liable for defects in the Services (“Defects”) as follows:

7.1. Defective Services shall, at Plantafarm’s discretion, be repaired or replaced free of charge, provided the cause of the Defect existed at the time of dispatch.

7.2. The Customer must inspect all goods upon receipt. Claims must be made in writing within seven (7) business days and always before processing or further use. Hidden defects must be reported within ten (10) business days after discovery and no later than six (6) months after receipt.

7.3. If the specified shelf life is shorter than the limitation period, claims expire at the end of that shelf life.

7.4. Defect notifications must be made in writing without undue delay.

7.5. The Customer may withhold payment only in proportion to the defect. Unjustified defect claims entitle Plantafarm to reimbursement of expenses.

7.6. Plantafarm shall be given the opportunity to repair or replace within a reasonable time.

7.7. If repair or replacement fails, the Customer may withdraw or request a price reduction; any claims for damages under section 8 remain unaffected.

7.8. No claims arise for minor usability impairments, damage after dispatch due to poor storage, or deviations typical of natural products (e.g., botanicals).

7.9. The Customer cannot claim reimbursement for increased repair/replacement expenses caused by non-contractual circumstances.

7.10. No claims for damages due to Defects shall exist except in cases of fraud, guaranteed quality, death, injury, or gross negligence.

8. Liability for Damages, Waiver of Recourse

8.1. Except as otherwise stated herein, the Customer has no claim for damages, unless liability is based on:

product liability law,

intent,

gross negligence,

fraud,

breach of guaranteed quality,

negligent injury to life, body, or health, or

negligent breach of essential contractual obligations.

For breaches of essential obligations, liability is limited to foreseeable contractual damages.

8.2. If the Customer is liable to third parties under food law for death or injury and such damage arises from Plantafarm’s breach, the Customer waives recourse against Plantafarm to the extent the damage is covered by the Customer’s liability insurance.

9. Force Majeure

9.1. Plantafarm shall not be liable for non-delivery or delay caused by force majeure or unforeseeable events at contract conclusion (e.g., climatic conditions, contaminants, natural disasters, strikes, pandemics, power failures, or official decrees).

9.2. Plantafarm shall promptly notify the Customer in writing of the start and end of such impediment.

9.3. If performance becomes impossible or excessively difficult and the impediment is not temporary, Plantafarm may terminate the contract. For temporary impediments, deadlines extend accordingly.

9.4. If the delay renders acceptance unreasonable, the Customer may withdraw by written notice.

10. Confidentiality, Copyright, Data Protection

10.1. Plantafarm shall treat all information obtained from or developed for the Customer as confidential, unless it was public, independently developed, lawfully obtained from third parties, or required by law or order.

10.2. Plantafarm retains copyright over all supplied documents (specifications, certificates, reports, etc.), which may be used only for contractual purposes and not transferred or published without written consent.

10.3. Plantafarm will handle all personal data confidentially, using and storing it solely for contract performance and related inquiries, and will delete it upon justified request.

11. Product Monitoring and Export Regulations

11.1. The Customer must promptly inform Plantafarm of any consumer issues and ensure traceability of batches.

11.2. When transferring Services (including documentation) domestically or abroad, the Customer must comply with national and international export control laws, especially those of Spain, the EU, and the USA.

11.3. If required for export control, the Customer must promptly provide Plantafarm with information regarding the end-user, final destination, and intended use.

12. Applicable Law, Jurisdiction

12.1. Spanish law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2. The exclusive place of jurisdiction for all disputes shall be the competent court at Plantafarm’s registered office. However, Plantafarm may also bring action at the Customer’s place of business."