General terms and conditions

GENERAL TERMS AND CONDITIONS

These terms have been established by Sedaka ApS, located at Auroravej 6 C,3., Copenhagen [Denmark], on January 1, 2025. They are based on the General Terms and Conditions for Sales and Delivery applicable to the Seed for Sowing and Young Plants Trading Sector.

Article 1

Scope of Application of These General Term

New Pricing and Quotations:

1. All quotes provided by the seller are non-binding. The seller retains the right to withdraw a non-binding quote for a period of up to three days following the purchaser's acceptance of the quote. Prices stated in the quotation include value added tax unless explicitly noted otherwise. Prices outlined in the quotation do not include shipping costs unless clearly stated.
2. The seller reserves the right to periodically adjust its prices. Any new price quotation will take precedence over previous quotes for orders placed after the issuance date of the new quotation.

Article 2

Suspension of Obligations

1. If the purchaser defaults or fails to fulfill one or more of their obligations, all obligations will be automatically and immediately suspended until the purchaser has paid the outstanding amount in full (including any additional extrajudicial costs). The seller may require the purchaser to make full payment or to provide adequate security, such as a bank guarantee from a reputable Dutch bank, to ensure compliance by the purchaser.
2. The seller shall always have the right to demand full payment or adequate security from the purchaser if there are reasonable doubts regarding the purchaser's ability to fulfill their obligations correctly or punctually.

Greenpromotion.eu
Auroravej 6 c, 3.
2610 Rodovre (Denmark)
Phone: +45 5350 5599
Email: contact@greenpromotion.eu

Article 3

Collection Costs 

If the purchaser defaults or fails to fulfill one or more of their obligations, any collection costs, whether incurred through out-of-court processes or legal proceedings, will be the responsibility of the purchaser.

Article 4

Liability 

1. The seller shall not be liable for any damages resulting from defects in the performance delivered, unless such defects arise from willful misconduct or gross negligence on the part of the seller or their employees.
2. The purchaser is required to minimize any damages related to the performance for which they have submitted a complaint to the seller.
3. Should the seller be found liable based on any provisions, their liability will be limited to the invoice value of the delivered goods; under no circumstances shall the seller be accountable for any form of consequential damages.

Article 5

Usage and Warranty 

1. All products we deliver are intended for the amateur market.
2. The seller commits to taking all reasonable steps to ensure that the delivered items meet the product specifications, which are an integral part of these terms and conditions. However, these specifications do not constitute a warranty. If the delivered items do not conform to the product specifications, the seller will notify the purchaser. The seller does not guarantee that the delivered performance will meet the buyer’s intended purpose for use.
3. In cases where the seller has provided germination data, these figures are solely based on reproducible laboratory tests. No direct correlation can be assumed between the indicated germination rates and the ultimate cultivation outcomes achieved by the purchaser. The stated germination only reflects the germination rate at the time of testing and under the testing conditions employed. Results may vary based on factors such as location, cultivation methods, and the purchaser's climatic conditions.
4. The seller shall not be held liable if the purchaser improperly processes, repackages, or uses the seeds or permits them to be improperly processed, repackaged, or used.

Article 6

Defects: Complaint Procedures 

1. The purchaser is responsible for inspecting the items upon delivery. They must verify that the delivered items align with the agreement, specifically checking if the correct items have been received, if the quantities match those stated in the corresponding order, and if the delivered items meet the agreed quality standards or, in the absence of such standards, the normal requirements for use or marketability.
2. The purchaser must inform the seller in writing of any visible defects or discrepancies within five working days of delivery, including details such as consignment information, lot number, delivery note, and invoice details.
3. The purchaser shall also notify the seller in writing of any visible defects within five working days of discovering them, providing the same consignment information, lot number, delivery note, and invoice details. Furthermore, the purchaser is required to maintain a record of how the items have been utilized and, in cases of resale, the identity of the buyer. If any complaints are not addressed to the seller in writing within the specified timeframe, those complaints will not be considered, and the purchaser's rights will be forfeited.
4. If the parties cannot reach an agreement regarding germination rates, varietal accuracy, or purity, rules from Danish will be followed.

Article 7

Provision of Information 

1. Any information provided by the seller, regardless of its format, is provided without obligation. Descriptions, recommendations, and illustrations in brochures and catalogs will strive to accurately reflect experiences from tests and practical applications, but are intended solely as general information rather than quality indicators or guarantees. The seller will not accept liability for any discrepancies in the cultivated product arising from such information. The purchaser is responsible for determining whether the items are appropriate for their intended cultivation and whether they are suitable for local conditions.
2. In the seller's communications, the term ‘immunity’ refers to a plant's absolute resistance to a specific pest; ‘resistant’ indicates the ability of the plant variety to limit the growth and development of a specified pest or pathogen; and ‘tolerant’ refers to the ability of the plant variety to withstand a particular level of pest or pathogen presence.

is defined as the capability of the plant variety to withstand a specific pest or harmful environmental factor, with minimal negative impact on flowering and production; the term ‘susceptibility’ is defined as the failure of a plant variety to inhibit or resist the growth or development of a specific pest or harmful environmental factor.

Article 8

Force Majeure 

1. Force majeure is described as circumstances that hinder the fulfillment of the agreement and cannot be attributed to the seller. This includes, but is not limited to, instances where such circumstances render performance either impossible or excessively burdensome: strikes at companies not affiliated with the seller, wildcat or political strikes at the seller's company, a general shortage of necessary raw materials, items, or services required for the agreed performance; unforeseeable delays caused by suppliers or other third parties that the seller relies on, and general transportation challenges.
2. The seller will promptly notify the purchaser if they are unable to fulfill or meet delivery deadlines due to a force majeure event.
3. If a force majeure situation persists for more than two months, both parties may terminate the agreement. In such instances, the seller will not be liable for any compensation.

Article 9

Dispute Resolution 

1. If the parties have consented to arbitration, each dispute will be addressed by a competent civil judge in the seller’s locality, unless the applicable laws specified in Article 15 designate a different judge as competent.
2. In the event of a dispute, the parties are required to first engage in discussions or seek a resolution through mediation before referring the matter to an arbitrator or civil court.
3. The seller retains the right at all times to issue a summons to the purchaser to appear before the court in accordance with legal requirements or applicable international agreements.

Article 10

Governing Law 

1. All agreements made between the seller and the purchaser are governed by the laws of the seller's country.
2. If the seller and the purchaser are located in different countries, the ‘United Nations Convention on Contracts for the International Sale of Goods’ will apply, provided that these terms and conditions do not diverge from the mandatory laws of the seller's country.