General conditions of sale

1.       Intention of the parties.

Jardineria Sils SA is a company devoted to the production and marketing of nursery plants and plant material, hereinafter “the Product”.

That the Product is a living being and, therefore, its development is subject to a series of factors beyond the control of Jardineria Sils SA, such as its conservation until planting, climatology, state of the ground, form of planting, watering, maintenance, etc., and therefore no result at all is guaranteed.

That, likewise, in the “production” process (handling of the plant material), a series of contingencies can occur, such as varietal error, labelling error, etc., which are not detectable with a visual inspec- tion at the time of delivering the Product.

That the Purchaser is a business from the sector with full Knowled- ge and experience in the purchasing and cultivation of the Product.

The Purchaser is aware of the specific nature of the Product and the contingencies to which it is subject and, therefore, irrespective of the advertising that has been carried out of the same, accepts the risks arising from the aforementioned contingencies. Likewise, due to the imbalance between risks and benefits which may arise for Jardineria Sils SA, the Purchaser accepts the limitation of liabi- lity clauses established in this document, this being an essential element in the determination of the price.


2.      Sphere of application

These general conditions of sale shall apply to any sale or delivery agreement between the parties, unless they have agreed otherwi- se in writing.

The offers and quotations prepared by Jardineria Sils SA shall not be binding for the latter, the sale agreement only being understood to have been formalized when Jardineria Sils SA confirms an order in writing or accepts the same by sending the Product.

These conditions of sale can only be modified by a written agree- ment between the parties. Therefore, the clauses or conditions which appear, printed or handwritten, on the orders, letters or other documents issued by the Purchaser shall be invalid in this respect.

The modification of these conditions of sale by Jardineria Sils SA shall not affect the agreements already formalized.


3.      Formalization of the agreement

Unless Jardineria Sils SA accepts otherwise in the confirmation of order, the agreement shall be understood to be formalized at the registered address of Jardineria Sils SA, located at Crta. C-63 km 14 of Sils (Girona-Spain).


4, Delivery

The place of delivery and the delivery time shall be agreed upon by the parties.

The delivery period shall begin starting from when the order is con- firmed by Jardineria Sils SA, and the delivery shall be carried out within the fifteen days following confirmation of the order.

The delivery period shall be reasonably extended should reasons beyond the will and control of Jardineria Sils SA prevent compliance with the delivery date.

It shall be considered that the person who signs the delivery note on receipt of the goods is expressly authorized for this as a representative of the Purchaser.


5.      Price

All of the prices must be considered as net, ex-works at the ware- houses of Jardineria Sils SA, in Euros (€), without any deduction of any kind, unless agreed otherwise.

The prices do not include taxes, fees or other charges, of either a general or a special nature, which shall be for the account of the Purchaser, unless agreed otherwise in writing.


6.      Method of payment

The first order shall always be paid in cash and the rest shall be as agreed between the two parties.

Starting from the date of payment agreed upon, in the event of a delay in the payment, the Purchaser must pay interest on the amount due equivalent to the legal interest rate plus two points.


7.      Acceptance of the goods

The Purchaser shall review and carry out an inspection of the con- signments received, in relation to their identity, quality and quantity, at the time of delivery. Once reviewed and the inspection of the consignments has been performed, they shall be considered as ac- cepted by the Purchase, the latter waiving any claim.


8.      Risks

The parties are aware of the risks that the Product entails, inclu- ding, without limitation, failure in the rooting or establishment, varietal error, deterioration during transport, defects of the plant (size, shape, root system, etc.), diseases, sex of the plants, genetic alterations, etc.

The Purchaser being aware that ¡tis sometimes impossible to avoid these risks on dealing with plant material, and that the price of the Product does not cover these risks, both parties agree that they are exclusively accepted by the Purchaser.

In the event of varietal error, the sole liability of Jardineria Sils SA shall be limited to the replacement of the Product or to a refund of the amount received in accordance with the bill paid by the Pur- chaser,


9.      Warranty.

The Product is purchased and supplied “as is”, and therefore any warranty in relation to the description, quality, fitness for sale, adaptation or suitability for a specific purpose or to obtain a cer- tain result is excluded


10.    Remedy of hidden defects,

Both parties declare that Jardineria Sils SA shall not be liable for the hidden defects that the Product may contain, whatever their nature or class.


11.     Limitation of liability.

The parties accept that the Maximum liability for any damages which may arise for Jardineria Sils SA caused by those risks mentio- ned in clause eight shall be limited as a maximum to the amount effectively paid by the Purchaser to buy the Product.

The Purchaser knows that Jardineria Sils SA would not have forma- lized this agreement without including this clause. The Purchaser and Jardineria Sils SA expressly recognize that the limitations and exclusions contained in this agreement reflect the entire Unders- tanding between them in relation to the distribution and assump- tion of risks, and the price Paid to Jardineria Sils SA ¡s a result of the above-mentioned assumption of risks and exclusion of damages.


12.    Claims and Limitation of actions.

Both parties being businesses, they shall abide by the provisions of the Commercial Code in order to make any claim arising from the delivery of the Product.

In any case, one year after the delivery of the Products, all actions arising from this agreement shall be time-barred,


13.    Essential clauses.

Both parties declare that clauses eight, nine, ten, eleven and twel- ve are essential for the formation of this agreement and, therefore, should any of them be declared invalid, this shall entail the invali- dity of the entire agreement, the provisions of Article 1,303 of the Civil Code applying for the reciprocal return of what each party has received from the other,


14.    Force majeure

Jardineria Sils SA shall not be liable to the Purchaser for any loss or damage arising from non-fulfilment or from the lack of speci- fic or complete fulfilment of their obligations for reasons of force majeure,


15.    Assignment

Neither of the parties shall assign the agreement without the wri- tten consent of the other Party, with the sole exception that Jardi- nería Sils SA may assign the agreement, completely or in part, to any of the companies which form part of its same business group.


16.    Catalogues and documents

The details contained in the catalogues and technical documents are of a merely informative nature and shall only be binding if this ¡s explicitly stipulated as such in the same.


17.    Confidentiality and Data protection

Pursuant to the provisions of Organic Law 15/1999 of 13 December on the Protection of Personal Details, the personal details provided by the Purchaser shall form Part of the customer database of Jardi- nería Sils SA, the purposes of which are to maintain the contractual relationship, to control and manage the sales and the Correspon- ding collections. Jardineria Sils SA shall process these details with the greatest confidentiality, and

ures which guarantee their se- d alteration, loss, processing or access,

Jardineria Sils SA undertakes to maintain professional confidentiali- ty in relation to the aforementioned personal details, even after the Contractual relationship has ended.

The Purchaser authorizes Jardineria Sils SA to retain their details

for a period of five years once the contractual provision has been fulfilled.

The Purchaser has the possibility of exercising the rights of access, rectification, cancellation and opposition by sending a written com- munication for the attention of the Data Protection Manager of Jardineria Sils S.A,


18.    Jurisdiction

This relationship shall be governed by Spanish legislation. The par- ties expressly waive any other jurisdiction to which they may be entitled and agree to abide by the courts of Girona (Spain) to solve any dispute or lawsuit arising from the validity, interpretation, fulfilment or implementation of the General Conditions of Sale, and from the acts or transactions considered in the same.