Terms and Conditions

Terms and conditions for the delivery of plants Agarden rostliny s.r.o.

I.

Scope

1)nThese terms and conditions apply to all offers, orders and commercial contracts for the supply of goods sold, supplied or in any other similar way distributed by Agarden rostliny s.r.o., with registered office at Boseň 160, postcode 295 01, ID No.: 289 61 404, VAT No.: CZ 289 61 404, (hereinafter referred to as Agarden rostliny).                                     

2) These terms and conditions are an integral part of any contract or order where Agarden rostliny is the seller or supplier.

3) By placing an order, the customer confirms that he/she has read these Terms and Conditions and agree to them.

4) These Terms and Conditions are valid in their entirety. A change to these Terms and Conditions is only possible by agreement of both parties at the time of conclusion of the contract, in writing. The Terms and Conditions are binding in accordance with the relevant provisions of Act: č. 89/2012 Sb., občanský zákoník, as amended.

II.

Offers

1) All offers issued by Agarden rostliny are non-binding unless the offer specifies in writing that it is a binding offer. In this case, the offer will specify the period for which it is binding. After the expiry of that period, it will become a non-binding offer. If the binding offer does not specify a period of  binding, it will be considered to be binding for a period of 30 days from the date of issue.

2) The offer price may differ from Agarden rostliny standard price list. In the event of a difference between the price stated in the offer and the price stated in Agarden rostliny price list, the price stated in the offer will prevail.

III.

Orders and Purchase Contracts

1) Purchase orders shall be sent to Agarden rostliny in written of electronic form by post or email. Orders can also be delivered in person at the Agarden rostliny headquarters.

2) An order for goods supplied by Agarden rostliny must include:

• the business name and registered office of the customer, its ID number, VAT number and the name of the person acting on its behalf, including the legal reason for the action
• the goods ordered, their exact Latin name, quantity and size
• the requested delivery date and place of delivery
• the requested method of transport
• bank account
• date and signature of the customer

3) Orders not exceeding the value of 10,000,- CZK do not have to be in written or electronic form.

4) Confirmation of the order will, unless otherwise stated further, lead to the closure of the purchase contract with the terms and conditions specified in the order. If required by the customer or Agarden rostliny, a draft purchase contract will be submitted by Agarden rostliny on the basis of the order, which will contain all legal requirements and will also be in accordance with the order. Agarden rostliny will send the draft purchase contract signed by Agarden rostliny in duplicate to the customer, who shall sign it if he agrees and return one copy to Agarden rostliny.

5) In case of immediate purchase without a prior order, these Terms and Conditions will be part of the delivery note or tax document.

6) Agarden rostliny reserves the right not to accept an order in the event that, in the period between the order and delivery of the goods, it is discovered that the purchaser is in delay with previous obligations to Agarden rostliny or the insurance company refuses to insure the purchaser.

IV.

Prices

1) Prices of the goods listed in the offers of Agarden rostliny are unit prices, i.e. they reflect the price of one piece of the goods and do not include VAT and transport costs.

2) The cost of the substrate, container, wire mesh and jute are included in the price according to the previous paragraph if the plants are delivered with a root ball or in a container.

3) All prices are valid with the place of delivery at Agarden rostliny headquarters

4) The cost of transport arranged by Agarden rostliny at the request of the customer to the place of delivery, if the customer does not pick-up the plants at Agarden rostliny headquarters, will be paid by the customer.

5) VAT will be added to the price determined in accordance with the preceding paragraphs, if the delivery is subject to VAT.

V.

Packaging

1) Plants shipped by Agarden rostliny are delivered in appropriate packaging adequate to the specific plant species. Pallet boxes, pallet box extensions, pallets and crates are always charged separately. The same packaging, in udamaged condition and in the same quality, may be returned upon delivery and the following to be recorded on the delivery note or tax document. Returned packaging will be subtracted from the prices in accordance with the price list of the Terms and Conditions „Packaging and transport“. This Exchange can only be made at the time of delivery, or by prior arrangement at another time.

2) CC trolleys and their accessories are listed on the packing list upon delivery and must be returned in exchange upon delivery of the plants. If the customer does not return the CC trolleys and accessories in exchange on delivery, he must return them at his own expense to the supplier within three days of delivery. If the customer fails to return the CC trolleys with accessories within this period, he will be charged a rental fee in accordance with the prices on the price list available on request, starting on the third day after delivery. These costs will be invoiced to the customer at 14-day intervals until the return of these packages. In the event of non-return of CC trolleys and accessories, these will also be invoiced to the customer in accordance with the prices on the price list 60 days after delivery.

3) On delivery to the customer, the customer is obliged to confirm the packing list, write the number of returned packaging on it and confirm it with his signature or stamp. Packaging not listed on the packing list will be ignored.

VI.

Expedition of plants

1) The method of transport is arranged on the order.

2) The place of delivery of the goods to the customer is, unless otherwise specified elsewhere, the registered office of Agarden rostliny. In this case, the moment of delivery is the moment when goods are handed over to the customer or loaded onto the appropriate means of transport or similar means intended for the transport of goods.

3) If the transport of the goods is not arranged by Agarden rostliny, the place of delivery will be the place of unloading specified by the customer in the order. In this case, the moment of delivery is the unloading of goods at the place of delivery.

4) If the goods are not collected immediately after the order is placed, Agarden rostliny will urge the customer to collect the ordered and prepared goods in an appropriate manner (by telephone, fax, data network). By urging the customer to collect the goods, Agarden rostliny will meet the delivery date specified in the order. If Agarden rostliny arranges the delivery of the goods, the customer is obliged to provide details of the place and time of delivery within 10 days of sending notice, if this is not apparent from the order. In the event that Agarden rostliny does not arrange the delivery of the goods, the customer shall collect the goods within 10 days of the date of notice. If he fails to do so, Agarden rostliny may further dispose of the goods at its discretion, e.g. sell them. In the event that the goods are not delivered to the customer who ordered them after the expiry of the 10-day collection period, Agarden rostliny may demand a storage fee of up to 1% of the total price of the goods for each day. Agarden rostliny reserves the right to invoice a penalty of up to 50% of the value of the goods ordered in the event of non-collection by the customer.

5) The customer is obliged to collect all ordered bare-root plants and plants in root ball with an agreed delivery date for the spring season by 30.4. and for orders for autumn season by 15.12. of the same year. If these are not collected by the above dates, the value of the plants will be invoiced on that date as compensation and Agarden rostliny will be entitled to be paid.

6) In the event that the customer arranges the transport of the goods, the responsibility for the goods, their care and damage, as well as any defects resulting from the transport, will pass to the customer or to the transporter designated by the customer. In the case of transport on an open wagon, no subsequent claim can be made.

7) Agarden rostliny will not be liable for damages (except for damages on goods) caused by delays in the delivery of the plants if these are caused by third parties (especially the transporter or freight forwarder) or for any objective reasons, e.g. unsuitable weather conditions, transport accidents, etc.

8) The way the plants are loaded onto the transport  vehicle is determined by Agarden rostliny.

9) The buyer is obliged to inspect the goods upon delivery takeover. If the goods delivered do not correspond to what was agreed or ordered or if they have obvious defects, the purchaser must take a note of this fact on the delivery note and inform Agarden rostliny by email no later than 4 p.m. on the day following the day of the delivery. If this procedure is not followed, the goods will be considered to have been delivered properly and without defects and cannot be claimed.

 VII.

Plant quality

1) Agarden rostliny will ensure that the goods are delivered in alive condition free from disease and pests. The type, cultivar, size and quantity of the goods delivered correspond to the order.

2) Plants with a root ball will be properly packed in the soil in which they were grown, larger balls in addition with a wire basket. If transport conditions require it, branches will be tied or reduced by cutting.

3) The dimensions and sizes of the delivered plants are governed by the nursery standard from may 2001 developed by the Nursery Association of the Czech Republic, which supplements related standard ČSN 464902 – Ornamental tree crops. The sizing of forest saplings is governed by ČSN 482115 – Planting material of forest tree species.

4) Agarden rostliny will be responsible for all plants that are not frost resistant until handover to the customer, i.e. acceptance by the customer at the nursery or at the destination, if Agarden rostliny provides the transport.

VIII.

Payment terms

1) The due date for payment of Agarden rostliny´s invoices is 14 days from the date of issue of the invoice, unless otherwise agreed. Agarden rostliny is entitled to send tax documents that meet statutory requirements also in electronic form only.

2) For new customers, Agarden rostliny may, at its discretion, require payment in advance, in cash or with credit card upon collection of goods.

3) By agreeing to these Terms and Conditions, the customer agrees that, in the event of the customer´s delay in paying the price of delivered goods or part thereof, Agarden rostliny is entitled to demand a contracutal pentaly in the amount of 0.05% of the amount owed for each day of the delay. Neither this agreement nor the payment of the contracutal penalty affects the right of Agarden rostliny to compensation for damages. The contracutal penalty agreed in this way also does not serve to cover any costs that are or will be incurred directly or indirectly by Agarden rostliny in connection with the enforcement of the owed amount. Such costs, to the extent incurred, will be claimed against the customer as damages.

4) Payment means the date on which the corresponding amount is received on Agarden rostliny´s account, paid in cash or with credit card at Agarden rostliny´s cash desk.

5) Agarden rostliny´s receivables are insured as standard. After 30 days from the due date, the recivables pass into the administration of the insurance company or legal recovery. Once these entities are entrusted with the recovery, they assume full competence and responsibility and Agarden rostliny will no longer be able to engage in these proceedings on behalf of the customer.

6) Delivered goods remain the property of Agarden rostliny until full payment.

7) The customer agrees not to dispose of the goods, in particular not to sell them, nor to create or grant rights to them in favor of a third party, until the goods of Agarden rostliny have been fully paid.

8) In the case of a customer who has repeatedly failed to meet his payment obligations, Agarden rostliny has the right to demand payment in advance for his next order.

9) The customer acknowledges that Agarden rostliny will send a written reminder if the invoice is not paid on time. If the amount due is not paid even then, a lawsuit may be filed by which Agarden rostliny may seek payment of the amount due and any other related claims, or the claim may be referred to insurance company for enforcement.

IX.

Warranties and Claims

1) Agarden rostliny guarantees the authenticity and quality of the plants supplied. In the event of provable differences, the purchaser has the right to demand replacement of the goods.

2) Any claim must be made in writing on a form issued by Agarden rostliny and, if the nature of the claim so requires, povided with photographic documentation.

3) Complaints about the quantity, size, species authenticity, obvious defects or possible damages can be accepted if these facts have been notified to Agarden rostliny within 2 working days of delivery.

4) Any claim for bare-rooted plants may be made within 2 working days of delivery, and only for quantity, quality and species authenticity, not for further growth.

5) The goods must be transported exclusively in an enclosed space (e.g. covered wagon or covered trailer). Otherwise, the plants cannot be claimed.

6) Hidden damages from winter preceding the dlivery of the goods to the customer are only considered as defects if they appear on the goods by 31 of May of the year which the goods were delivered. In the event of their occurrence, the purchaser shall notify Agarden rostliny in writing immediately upon becoming aware of this fact, but no later than 31 of May of the year in which the goods were delivered. Agarden rostliny will then propose a solution.

7) If after the closure of the contract, but before the delivery of the goods, it becomes apparent that the purchased plants do not fully or at all reach agreed quality, size, or other defects that could not have been foreseen at the time of signing the purchase contract, Agarden rostliny will immediately notify the purchaser in a reasonable manner with a proposal for a solution or offer a species alternative.

8) The customer shall notify Agarden rostliny no later than 10 working days after the report from Agarden rostliny according to the previous paragraph which of the proposed solutions he chooses. If Agarden rostliny does not receive any communication, the proposal that is listed first in order will be deemed to have been accepted by the customer if more than one solution proposal is listed.

9) The customer is obliged to provide Agarden rostliny necessary cooperation to investigate the complaint.

10) In the event of a replacement of goods under the complaint procedure, Agarden rostliny may supply a species alternative in agreement with the customer.

11) The value of the fulfilment of the claim is up to a maximum of the value of the goods supplied.

12) Claims do not apply to frost damage, mechanical damage and pest or disease infestation occurring after delivery or planting.

13) Agarden rostliny does not accept any warranty for root balled plants delivered after the dates specified in article VI, point 5.

14) Agarden rostliny will be liable for any plnts that are not frost resistant only up to the time of acceptance by the customer.

15)  Agarden rostliny will not be liable for any consequential damages that may be caused to the purchaser or third parties in connection with the goods or their use.

16)  Agarden rostliny will not be liable for the results of further production of the goods delivered, unless otherwise agreed in the purchase contract.

17) In the case of plants intended for planting, a claim can only be accepted if the technological procedure and subsequent maintenance are correct. Planting must be carried out immediately after delivery. When planting trees with root ball, the planting hole must be at least twice the volume of the root ball and a sufficiently large irrigation bowl must be created, mulched with layer of at least 10 cm of bark. For all planting, the planting hole must be filled back with substrate or good quality soil. Trees of all sizes must be anchored with support poles (from size 12-14 on three poles, or underground anchoring), have a tree crown reduction cut and the trunk wrapped with at least one layer of jute or reed matting. Adequate watering shall be provided for all planting immediately after planting and thereafter. All bare-root plants shall be removed from their transport containers (pallet box, pallet, etc.) immediately after delivery, placed in substrate and sufficiently watered or planted, and the aboveground section shall be reduced, the root system adequately cut, the planting mulched and sufficient watering provided. In the event of a complaint, Agarden rostliny will have the right to request photographic documentation or other evidence of the above procedure.

X.

Other arrangements

1) All relations between Agarden rostliny and the customer relating directly or indirectly to the delivery of goods and all related questions and regardless of the specific circumstances of the case is governed exclusively by Czech law.

2) By agreeing to these Terms and Conditions, the customer agrees that any potential disputes between the customer and Agarden rostliny directly or indirectly related to the delivery of goods will be decided under Czech substantive and procedural law by the District court in Mladá Boleslav, if according to Czech law the jurisdiction of the District court is given court, or the Regional court in Prague, if the jurisdiction of the Regional court is given court.

3) Any correspondence between the buyer and Agarden rostliny regarding the delivery of the goods and related matters, unless there is a personal handover and acceptance confirmed by the buyer, will be sent by data network (email) to the addresses specified in the order or by registered mail to the addresses specified in the order. In addition to the data network, correspondence will be carried out and sent by a public carrier (post office), provided that, in the event of failure to take delivery for any reason, the document will be considered to have been delivered on the third day following the day on which the post office attempted delivery. The effects of the delivery of correspondence by email will take effect upon reading the delivered email by the recipient, but not later than the day following it´s sending.

4) The customer consents to sending of commercial communications, information related to the services and the goods to the customer´s email address.