GENERAL SALES CONDITIONS

1. Purpose and Scope of Application

1.1 The purpose of these General Conditions of Sale (hereinafter, “GCS”) is to regulate the commercial relations between Verdnatura Levante SL, with CIF B97367486 and registered office at C/ Fenollar, 2. 46680 Algemesí (Valencia) (hereinafter, “The Seller”), and its professional customers or companies (hereinafter, “The Buyer”).

1.2 These GCS apply to all offers, quotations, orders, contracts for the sale of products and/or the provision of services made by the Seller within the framework of its commercial operations. The placing of an order by the Buyer implies full and unreserved acceptance of these GCS, which shall prevail over any other conditions of the Buyer, unless otherwise expressly agreed in writing between the parties.

1.3 These GCS shall be governed by Spanish law, including, but not limited to, the Commercial Code, the Civil Code and Law 3/2004, of 29 December, establishing measures to combat late payment in commercial transactions. At the European Union level, Regulation (EC) No 593/2008 (Rome I) on the law applicable to contractual obligations and Regulation (EU) No 1215/2012 (Brussels I Bis) on jurisdiction shall apply.

1.4 These GCS may be consulted at any time on the Seller’s website www.verdnatura.es/condiciones_generales.

1.5 These GCS apply only to business customers.

2. Ordering and Contract Formalization

2.1 Orders shall be placed via the shop.verdnatura.es website or via the Seller’s commercial agents and shall not be binding until the Seller has expressly accepted them. The perfection of the contract shall occur at the time of such acceptance, in accordance with the provisions of the Civil Code and the Commercial Code.

2.2 Any modification of an order must be requested by Buyer in writing and shall be valid only if expressly accepted by Seller.

2.3 Special offers issued by the Seller are valid for a certain period of time, which shall be indicated in each case. After this period, the Seller shall not be obliged to maintain the conditions offered.

3. Prices and Payment Conditions

3.1. The prices of the products or services will be those established on the website at the time of order confirmation. Unless expressly stated otherwise, prices are in Euros (€) and include transportation costs to the place of delivery.

3.2. Accepted forms of payment are credit/debit card and direct debit upon Buyer’s request and Seller’s acceptance.

3.3. In the event that the Buyer has configured the method of payment by credit card, orders must be paid at the time of confirmation or, at the latest, on the day of preparation, as a general rule the day before delivery. In cases where the Buyer has set up payment by direct debit, orders may be paid for on a monthly basis by means of a credit pre-approved by the Seller.

3.4. In case of delay in payment, the Seller shall be entitled to apply the legal default interest established in Law 3/2004, of December 29, 2004, as well as to claim the collection costs provided for in the same regulations.

3.5. The Seller reserves the right to suspend the delivery of products or the provision of outstanding services in the event of non-payment by the Buyer, without prejudice to any other legal action to which the Buyer may be entitled.

4. Delivery and Deadlines

4.1. Delivery times are purely indicative and are calculated from the confirmation of the order and, if applicable, the receipt of the first payment or the confirmation of the payment terms.

4.2. Seller shall not be liable for delays in delivery caused by force majeure, acts of God, or causes not attributable to Seller (e.g. carrier delays, strikes, customs problems, etc.). In these cases, delivery times shall be extended for the duration of the situation that prevents or delays delivery, without this giving rise to any right to compensation in favor of the Buyer, in accordance with the general principles of the Civil Code.

4.3. Delivery shall be deemed to have taken place at the time the products are placed at the disposal of the Buyer at the agreed place of delivery. The Buyer is responsible for checking the condition of the products at the time of receipt.

4.4. Standard shipping costs are included in the purchase prices on the website, unless extra costs have to be applied for specific and special circumstances.

5. Transfer of Risk and Ownership

5.1. The risk of loss or damage to the products shall pass to the Buyer at the time of delivery of the goods to the first carrier in the case of courier agencies or at the time of making available at the agreed place of delivery in the case of shipments by its own delivery agency, in accordance with the provisions of the Commercial Code.

5.2. The Seller reserves ownership of the products until full payment of the price by the Buyer (reservation of title agreement), in accordance with Article 1124 of the Civil Code and general principles of law. Until then, Buyer may not sell, assign, pledge or make any act of disposition thereof without the express consent of Seller.

6. Warranty and Claims

6.1. Due to the different characteristics and natures of the products offered by the Seller, not all can have the same considerations in this section. A distinction is made between perishable goods (cut flowers, greens and plants) and non-perishable goods (dry, preserved or artificial products and accessories). In the case of non-perishable goods, the Seller guarantees that the products comply with the agreed specifications and are free from manufacturing defects. Perishable goods may be claimed in those cases in which the Seller has not expressly warned that these are products that cannot be claimed due to their special characteristics.

6.2. The Buyer must examine the products as soon as possible and notify the Seller of any non-conformity. For perishable goods, the maximum period is 24 hours after receipt. For non-perishable goods, the maximum period is 7 days after receipt. The notification must be made in writing through the official communication channels (mail or official whatsapp) and include a detailed description of the defect and all the necessary photographs to identify well the totality of the goods to be claimed. These deadlines are of expiration, in accordance with Articles 336 and concordant of the Commercial Code.

6.3. In case of justified defect or non-conformity, the Seller’s liability shall be limited, depending on the case and availability, to the replacement of the product claimed or to the reimbursement of the price paid for the same, the amount of which shall remain, by default, in favor of the Buyer on its account. Any other liability for direct or indirect damages is excluded, without prejudice to the provisions of applicable product liability law.

6.4. Seller will not cover defects caused by misuse, neglect, improper maintenance, mishandling or improper storage.

6.5. Particular case is the goods cataloged as “fragile” sent by external courier agency. In these cases the Seller is not responsible for any damage caused during transport.

6.6. Exclusion of claim for order error. No claim or refund will be accepted for over-ordered goods due to Buyer’s error or mistake in placing the order. The Buyer is responsible for verifying the accuracy of his order prior to confirmation.

7. Responsibility

7.1. Seller’s liability for any cause arising out of the contract, whether in contract or tort, shall be limited to the price paid by Buyer for the product or service giving rise to the claim.

7.2. In no event shall Seller be liable for any consequential damages, lost profits, loss of revenue, loss of data or any other consequential damages that Buyer may suffer, unless such liability arises from willful misconduct or gross negligence, as set forth in Article 1107 of the Civil Code.

7.3. Nothing in these GCS shall limit or exclude the Seller’s liability in those cases where applicable law does not allow such limitation or exclusion (e.g. liability for defective products according to Royal Legislative Decree 1/2007, of November 16, 2007, or for fraud or gross negligence).

8. Intellectual and Industrial Property

8.1. All intellectual and industrial property rights related to the products, designs, trademarks, logos, software or any other distinctive element of The Seller, including those that may be subject to registration in accordance with Law 17/2001 on Trademarks or Royal Legislative Decree 1/1996 on Intellectual Property, shall remain the exclusive property of The Seller.

8.2. The use of the products or services by the Buyer does not confer any right on the intellectual or industrial property of the Seller.

9. Confidentiality

9.1. Both parties agree to maintain the confidentiality of all technical, commercial or any other information to which they have access by virtue of the business relationship, which has been expressly designated as confidential or which by its nature must be confidential.

9.2. This confidentiality obligation will remain in force even after the termination of the business relationship.

10. Data Protection

10.1. The processing of The Buyer’s personal data (contact persons, billing data, etc.) will be carried out in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) and Organic Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD).

10.2. The data will be processed for the purpose of managing the contractual and commercial relationship. For more information about the processing of your data and the exercise of your rights (access, rectification, deletion, limitation, portability and opposition), please see our Privacy Policy available at [Your Web, if applicable].

11. Force Majeure

11.1. Neither party shall be liable for failure or delay in the performance of its contractual obligations if such failure or delay is caused by an event of force majeure, understood as any event beyond the reasonable control of the parties which could not be foreseen or which, being foreseen, was unavoidable (e.g. natural disasters, pandemics, wars, serious interruptions of the supply chain, acts of authority, etc.), as set forth in Article 1105 of the Civil Code.

11.2. The affected party shall notify the other party without delay of the occurrence of such event and shall do everything reasonably possible to mitigate its effects. In such cases either party may terminate the contract without giving rise to any right to compensation.

12. Partial Nullity

12.1. Should any of the clauses of these GCS be declared null, illegal or ineffective by a competent court, this shall not affect the validity of the remaining clauses, which shall remain fully valid and enforceable. The parties shall negotiate in good faith to replace the invalid clause with one that achieves the same economic and legal effect.

13. Applicable Law and Jurisdiction

13.1. These General Conditions of Sale shall be governed by and construed in accordance with the laws of Spain. This choice of law is made by mutual agreement between the parties and is in accordance with the provisions of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I).

13.2. By virtue of the foregoing, Spanish law shall be applicable to all contracts of sale and/or provision of services entered into between the Seller and the Buyer, regardless of the European Union country in which the Buyer is domiciled.

13.3. For the resolution of any conflict, discrepancy or dispute that may arise from the interpretation or execution of these GCS, including commercial relations with Buyers domiciled in other countries of the European Union, the parties submit, expressly waiving any other jurisdiction that may correspond to them, to the exclusive jurisdiction of the Courts and Tribunals of the city of Valencia. This submission is made in accordance with Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Brussels I Bis).

14. Modification of the GCS

14.1. The Seller reserves the right to modify these T&Cs at any time. The modifications will come into force as soon as they are published on the Seller’s website or communicated to the Buyer, and will apply to orders placed as of that date.