These terms and conditions (“Agreement”) govern the sale of all fertilizers, horticultural crop supplies, equipment, and other products (“Products”) by Horti International Services Ltd. (“Seller”) to customers (“Buyers”). By placing an order with Seller, Buyers agree to the following terms:
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, 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 disclaims any implied warranties of merchantability or fitness for a particular purpose.
7. 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.
• Seller’s liability is limited to the purchase price of the Products.
8. 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.
9. 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.
10. Force Majeure:
• Neither party shall be liable for delays or failures due to events beyond their control (e.g., natural disasters, strikes, government actions).
11. Confidentiality:
• Buyers agree not to disclose any confidential information obtained during the transaction.
12. 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.
13. 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.
14. 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.
