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“TRUFFLAND” SIA, General terms and conditions of Sale

Applicable from 28/01/2013

The details contained in our catalogue and other brochures are not contractual offers. They have a purely indicative value and orders placed with reference to this document will only be carried with our acceptation of these orders by us and the availability of the subjects ordered.

  • Orders

CONDITION OF ORDER

The fact placing an order implies complete adhesion to the conditions of sale which figure in the catalogue for that year, to be requested in the case of none reception. The prices for the year 2013 have been established in function of economic evolution between January 2012 and December 2012. They can be subject to modifications if new fluctuations intervene during the season of sale. The buyer will be informed of these modifications, if this happens before the order is sent. The prices invoiced will be those in force at the acceptation of the order by the seller. All taxes, rights and other benefits are to be paid in accordance with Latvian regulations or that of another importing country or of transit are at the change of the buyer. The seller reserves the rights to modify the price of an article when there has been an error in the printing of the price.

ACCEPTATION OR CONFIRMATION OF THE ORDER

The fact of accepting or confirming an order involves the obligation for us to deliver except in the case of impossibility resulting from circumstances beyond control or in a case of “force majeure” such as:

  • Bad harvest,
  • Bad weather (frost, hail, drought),
  • Transport difficulties,
  • Strikes, lock-outs, social troubles, administrative decisions,
  • Third parties causes,
  • Disaster, flooding, fires,
  • Broken machinery,
  • Any event likely to delay, prevent or to render economically exorbitant the execution of the engagements of the seller.

The aforementioned list is indicative and not limitative.

Likewise, if the buyer has not paid the money owed on previous invoices for deliveries, the seller is freed from any obligations to supply orders previously accepted. The seller must inform the buyer by letter of the impossibility of delivering the order. Except when a letter has been sent requesting the contrary, missing articles from an order in number of variety will be replaced by those most resembling them in number and variety.

  • Deliveries

PLACE OF DELIVERY

Unless otherwise specified the delivery will be made to the invoice address. All orders destined to be delivered to a place at a distance from an agglomeration, or from a main road must be accompanied by the map and the necessary instructions for access. The place of delivery must be accessible for a full truck or with semi-trailer. In the case where the place of delivery requested by the buyer cannot be found or is not accessible, the buyer is responsible for the plants which are the object of the order. In the case where the delivery is impossible due to failing of the buyer, the buyer will have to receive the delivery in the warehouse at “TRUFFLAND” SIA.

CLAIMS

In the case where the buyer complains about the batch of goods, he cannot refuse their reception without having informed us. Any refusal to accept goods must be notified to us by registered letter with acknowledgment of receipt to be sent in the three days after the delivery, not taking into account Sundays and legal public holidays. Any refusal not made within this time will not be given effect whatever the cause. To be valid, and claim duty motivated must be addressed to us in the three days following reception of the goods by registered letter with acknowledgment of receipt, in the case where buyer is complaining about a batch of goods he must be return the totality within the same deadline. Both outward and inward transport charges are the buyer responsibility.

The deadlines for delivery are only indicative and approximate. The seller does not accept any penalty or cancellation of order due to late delivery, whatever the cause, importance or consequence of the delay. The customers are committed to strictly respecting the conditions of storage and conservation of the plants to maintain their health according to the regulations in force and those issued by the seller. It is up to the buyer to make any necessary observations in the case of damage or missing articles by a note being made without fail on the purchase order of the deliverer at the delivery and then to confirm this by an extra-judicial document or by registered letter within three days from the day of delivery, a copy should be sent, within the same time, to the seller. As a result, the seller declines any responsibility for delay, loss or damage for which only the transporter is responsible.

RECOVERY GUARANTEE

No claims founded on the guarantee of latent defects will be received if they do not establish our responsibility. Our responsibility cannot be engaged in case of the failure of a culture.

GUARANTEE OF AUTHENTICITY

No contestation concerning the authenticity of the species or variety can be made after two weeks following the day of delivery. The guarantee of authenticity is in this case limited to our choice, or replacement of the article or to a refund of the

Invoiced price on the order. No guarantee other than those previously mentioned    will be granted to the buyer especially concerning apparently evident damage.

METHOD OF PAYMENT

a) Invoices will be paid net and without discount up to 45 days from the date of emission of the invoice. Failure to pay by this date all or part of the amount owed shall result, without further formality the right to interest due to delay, of which the rate is fixed at three times the rate of legal interest, increasing by seven percentage points counting from the date following the right to paid on the invoice. Furthermore, in the case of recovery of payment by bailiffs, litigation, voluntary or compulsory liquidation or bankruptcy, the money owed to us will be increased by 25% which represent recovery costs.

b) A draft will be presented directly to the bank on the due date. This will not have the effect of derogating from these methods of payment. By accepting these conditions of sale, the buyer agrees in advance that his bank account will be supplied with enough money on the due date co cover. The buyer accepts In advance the payment by draft directly drawn by “Truffland” SIA from supplies that they have received. The non-payment of the amounts owed on the due date will lead to the applications of charges and expenses for the buyer defined in the previous paragraph.

c) Payment should always take a place at our headquarters. A sale carried out with a byer with whom we have never done business previously, should always to be paid in advance.

d) Drawing of drafts on the buyer by us does not cause any modification to the fundamental obligations between the parties and especially not any waiver of the condition of sale.

e) Non-payment on the due date of an invoice automatically leads to the loss of terms which could be accorded concerning the payment of other invoices and authorizes the seller to suspend deliveries until complete payment has been made, without there being a rupture of contract.

  • Action against the transporter

ARRIVAL IN FREEZING CONDITIONS

In the case of arrival in very frosty conditions, place the parcels, without opening them in premises with a moderate temperature that is not heated.

Freezing conditions are considered to be a case of ‘’force majeure’’, the transporter is not responsible for damaged by them except if the contractual deadline for transport has been passed.

DELAY OF GOODS ON ROUTE

When the transport deadline has been passed, the recipient has three days not including national holidays, to notify the following:

  • Either the service of SNCF lines
  • Of the road, marine or rail transporter, by an extrajudicial act or by registered letter of his complaint.
  • Or the postal service.

Goods always travel at the risk and peril of the buyer, even if the product are delivered free of charge and whatever the mode of transport, he is the only judge and person responsible for making claims at arrival. Without any particular instructions from the buyer, the seller will choose the method of transport that he thinks most appropriate and will not assume any responsibility for this choice, and will not accept any claims made concerning transport.

INSURANCE

When the goods are insured, the recipient must in the case of damage, strictly observe the stipulations of the insurance policy.

  • Reservation of title

The actual transfer of ownership of commercial products by a company is suspended until the complete payment of the price by the buyer in principle and peripherally, even in the case of granting deadlines for payment. Any clause stating the opposite is deemed to be unwritten. The company could assert the right to claims that it holds under the present clause for any outstanding payments owed to it concerning goods in the possession of the buyer, these being conventionally considered to be those for which payment has not been received and the company could take them back or claim them as compensation for all the unpaid invoice without prejudice to its right of resolution of on-going sales.

The buyer refuses the grant or to yield as security the ownership of goods before their complete payment.

The buyer is authorized within the framework of his normal operation, except if hi find himself with a cessation of payment, to resell the delivered goods under the condition what he pays the seller the corresponding amount. In the case of the opening of a collective procedure against the buyer, the on-going orders will be automatically cancelled and the company reserves the right to reclaim the goods in stock. The present clause does not prevent the risks linked to the preservation of the goods to be passed to the buyer as soon as they are with the transporter. From the delivery, the buyer is considered as the depositary and guardian of the said goods. In the case of returned goods, the return transport costs remain with the buyer and the payments made remain valid as a penalty clause.

  • Court of jurisdiction – Applicable law

Any question relating to the present general terms and conditions of sale as well as to sales that are governed by it which are not treated by the present contractual stipulations will be governed by exclusively by Latvian law to the exclusion of all others. All conflicts relating to the conclusion, the execution and the validity or the interpretation of the present or to resulting orders will be dependent on the competence of the tribunal nearest to the headquarters of the company ''Truffand" SIA.

The clause applies even in the case of an incidental claim or multiple respondents and whatever the mode and the modes of payment.

Signed in…………………………………………… on ………………………………………………….

               handwritten endorsement                name and signature

                   <<Agreed and signed>>                           of the payee

Kontakti:

''Truffland'' SIA,

Reģ. LV43603058958

+371-26789334

+371-22075774

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