General Terms & Conditions

Effective Date: November 1, 2022

Governing Terms of Sale
‍These Terms and Conditions govern all quotations, order acknowledgements, invoices, sales, and deliveries by Horti International Services Ltd. ("Seller") and supersede any additional or conflicting terms proposed by the Buyer, including any terms contained in purchase orders, procurement portals, acknowledgements, or other documents issued by the Buyer. Seller expressly rejects any additional or different terms unless expressly agreed to in writing by an authorized representative of Seller. Acceptance of Buyer's order, shipment of Products, or acceptance of payment shall not be construed as acceptance of any terms proposed by Buyer that are inconsistent with these Terms and Conditions. In the event of any conflict between these Terms and Conditions and any document issued by Buyer, these Terms and Conditions shall prevail unless Seller has expressly agreed otherwise in a written agreement signed by an authorized representative of Seller.
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1. Order Acceptance:
• All orders are subject to acceptance by Seller.
• Seller reserves the right to refuse or cancel any order, even after acceptance, due to inventory availability, pricing errors, changes in cost of goods or other reasons.

2. Payment Terms:
• Net 30 Days: Unless otherwise agreed upon in writing, payment is due within 30 days from the invoice date.
• Late Payment: Overdue payments will be subject to a 2% charge (or the maximum allowed by law), calculated monthly on the outstanding balance.
• Currency: All amounts are in Canadian dollars (CAD), unless otherwise specified.
• Partial Payments: In the event of partial payment for an order, Seller reserves the right to withhold further delivery of Products until full payment is received. Partial payments do not constitute acceptance of reduced payment terms unless expressly agreed upon in writing by Seller. Seller retains ownership of the delivered Products until full payment is received. Failure to remit full payment may result in legal action to reclaim the Products or their value.
• Default on Partial Payment: If Buyer defaults on a partial payment for Products, Seller reserves the right to:
     - Suspend any further deliveries until the outstanding balance is settled.
     - Charge interest on the outstanding amount at the rate of 2% per month until the full payment is received.
     - Recover all costs incurred in recovering the outstanding amount, including but not limited to legal fees and collection costs (see 'Collection Costs' below).
     - Take legal action to recover the outstanding balance and/or repossess any delivered Products.
• Right to Setoff: Seller reserves the right to setoff any amounts owed by Buyer against any amounts owed by Seller to Buyer, whether under this Agreement or any other agreement between the parties.
• Collection Costs & Reservation of Rights: In the event of default on payments, Buyer agrees to pay all reasonable collection and legal costs incurred by Seller to recover the outstanding amount, including but not limited to attorney fees, court costs, and collection agency fees. Seller reserves all rights not expressly granted in this Agreement, including but not limited to the right to pursue legal action for non-payment, enforce ownership of delivered Products, and seek remedies for breach of contract.              

3. Pricing and Taxes:
• Prices are as stated in the Seller’s official price list or quotation, where available.
• Buyers are responsible for all applicable taxes, including GST, PST, or any other provincial or federal taxes.

4. Delivery and Shipping:
• Delivery terms are FOB (Free On Board) Abbotsford, BC, Canada, unless otherwise specified.
• Buyers are responsible for shipping costs unless otherwise specified.
• Risk of loss or damage passes to Buyers upon delivery.

5. Returns and Refunds:
• Buyers must inspect Products upon receipt. Any discrepancies or defects must be reported within 7 days.
• Returns are subject to Seller’s approval and may incur restocking fees.
• Refunds will be issued within a reasonable time.

6. Warranty:
• Products are sold “as is” without warranty, unless otherwise specified.
• Manufacturer warranties, if any, apply directly to Buyers. Seller is not the manufacturer of the Products and makes no representation or warranty regarding the design, manufacture, performance, suitability, or fitness of the Products. Seller's sole obligation is to pass through any manufacturer's warranty that is assignable to Buyer.
• Seller disclaims any implied warranties of merchantability or fitness for a particular purpose.

7. Product Recalls:
• If Seller or the manufacturer determines that any Product is subject to a recall, safety notice, field correction, or similar corrective action, Buyer shall promptly cease use of the affected Product and cooperate fully with Seller and the manufacturer in implementing such corrective action. Seller's obligations with respect to any recalled Product shall be limited to those remedies provided by the manufacturer or required by applicable law.
• Seller shall not be liable for any additional costs, damages, losses, or expenses arising from or related to any recall except to the extent such liability cannot be excluded under applicable law.

8. Liability and Indemnity:
• Buyers agree to indemnify and hold Seller harmless from any claims, damages, or losses arising from the use or resale of Products. Buyer's exclusive remedy shall be repair, replacement, or refund of the purchase price, at Seller's sole option.
• Seller’s liability is limited to the purchase price of the Products. Under no circumstances shall Seller be liable for crop loss, plant damage, loss of production, lost profits, business interruption, or any indirect, incidental, special, exemplary or consequential damages, regardless of the legal theory asserted.
• Seller shall have no liability where Products have been improperly stored, modified, installed, used contrary to instructions, combined with incompatible products, or used outside their intended purpose.
Buyer's Indemnification:
• Buyer shall indemnify, defend, and hold harmless Seller, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, actions, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
(a) Buyer's improper storage, handling, installation, application, modification, maintenance, or use of the Products;
(b) Buyer's use of the Products contrary to Seller's or the manufacturer's instructions, specifications, or recommendations;
(c) the combination of the Products with other products or materials not supplied or approved by Seller where such combination contributes to the alleged loss or damage;
(d) Buyer's resale or redistribution of the Products where Buyer provides warranties, representations, or guarantees beyond those expressly provided by Seller or the manufacturer; or
(e) Buyer's negligence, misuse, or willful misconduct. This indemnity shall not apply to the extent that a claim is determined by a court of competent jurisdiction to have been caused solely by Seller's gross negligence or willful misconduct.

9. Passing of Risk:
• Risk of loss or damage to Products transfers to Buyers immediately after products have been delivered by Seller to the Buyer or have been made available by the Seller to the Buyer, they are for account and risk of the Buyer. Any technical advice, recommendations or assistance provided by Seller are offered as a courtesy only and do not create any warranty or guarantee. • Buyer is solely responsible for determining the suitability of Products for its intended application.
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10. Manufacturer Responsibility:
• Seller is a distributor of Products manufactured by third parties and is not the manufacturer of any Product unless expressly identified as such. Buyer acknowledges that Seller has not designed, manufactured, or tested the Products and relies upon the specifications, representations, and warranties provided by the manufacturer. Except as expressly set out in these Terms and Conditions, Seller assumes no responsibility for the design, manufacture, or performance of any Product.

11. Termination:
• Either party may terminate this Agreement with written notice. If Buyer defaults on any payment obligation under this Agreement, Seller may, at its discretion, terminate the Agreement upon written notice to Buyer. Termination due to default shall not relieve Buyer of its obligation to pay any outstanding amounts, including accrued interest, within a specified period. Upon termination for default, Seller retains the right to pursue legal remedies to recover the full amount owed, along with any associated costs.
• Upon termination, Buyers shall promptly pay any outstanding amounts. In the event of partial termination, the other party cannot claim reversal of work already performed by the Seller and the Buyer is obliged to pay for the work already performed by the Seller up until then.

12. Force Majeure:
• Neither party shall be liable for delays or failures due to events beyond their control (e.g., natural disasters, strikes, government actions).

13. Confidentiality:
• Buyers agree not to disclose any confidential information obtained during the transaction.

14. Governing Law and Jurisdiction:
• This Agreement shall be governed by the laws of British Columbia, Canada.
• Any disputes shall be resolved in the courts of British Columbia.

15. Modification and Waiver:
• No modification of this Agreement shall be valid unless in writing and signed by both parties.
• Failure to enforce any provision does not constitute a waiver.

16. Entire Agreement:
• This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings.

By placing an order, Buyers acknowledge that they have read, understood, and agreed to these terms. Any additional or conflicting terms proposed by Buyers are expressly rejected unless accepted in writing by Seller.

For inquiries or negotiations regarding payment terms, please contact info@horti.ca.