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FairBotanicals is currently developing and qualifying its sourcing, quality, traceability and logistics systems in preparation for future commercial operations. Commercial supply has not yet commenced, and products are not currently available for sale, quotation or sampling. Accordingly, commercial functions; including quotation requests, sample requests and discovery-call bookings have been temporarily disabled.
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Terms and Conditions

FairBotanicals Limited

Registered Address: Unit 3D, North Point Business Park, Cork T23 AT2P, Ireland

Company Registration No. 814159

VAT No. [x]

These General Terms and Conditions apply to all sales of botanical products by FairBotanicals to business customers. 

Effective date: [date]

Table of Contents

  1. Application and Definitions
  2. Offers, Orders and Contract Formation
  3. Prices and Payment
  4. Delivery, Transfer of Risk and Incoterms
  5. Retention of Title
  6. Defects, Warranty and Claims
  7. Price Adjustment
  8. Liability and Limitation of Liability
  9. Force Majeure
  10. Customer’s Obligations and Indemnity
  11. Confidentiality and Intellectual Property
  12. Export Control and Sanctions
  13. Termination and Suspension
  14. Governing Law and Jurisdiction
  15. General Provisions

 

Application and Definitions

    • These General Terms and Conditions („T&Cs“) apply exclusively to the business relationship between FairBotanicals Limited („FairBotanicals“, „we“, „us “or „our“) and any customer („Customer“, „you “or „Buyer“) that is acting in the course of its trade, business, craft or profession. These T&Cs do not apply to consumers.
    • Any terms and conditions of the Customer are expressly excluded, even if FairBotanicals does not object to them individually. A contract shall be concluded solely based on these T&Cs and the specific order confirmation.
    • „Products“ means any botanical raw materials, herbs, spices, teas, dried botanicals, processed botanical ingredients, or related goods supplied by FairBotanicals to the Customer.
    • „Sourcing Origin “means the country or region where the botanical raw material is harvested or produced.
    • „Ireland“ means the Republic of Ireland.
  •  

Offers, Orders and Contract Formation

    • All offers, quotations and price lists provided by FairBotanicals are non-binding and subject to change without notice. A binding contract comes into existence only when FairBotanicals issues a written order confirmation (by email or in writing) to the Customer, or, if earlier, when FairBotanicals dispatches the Products to the Customer.
    • The Customer’s purchase order constitutes an offer to enter into a contract. FairBotanicals may accept or reject any order in its sole discretion. If FairBotanicals accepts an order, it will issue an order confirmation referencing these T&Cs.
    • In the case of discrepancies between the Customer’s order and FairBotanicals’ order confirmation, the order confirmation shall prevail unless the Customer objects in writing within three (3) business days. 2.4 FairBotanicals reserves the right to supply Products: (a) Directly from Sourcing Origin to the Customer (direct drop shipment); or (b) From inventory warehoused in Ireland, after import, storage, cleaning, light processing or repackaging.
    • The Customer acknowledges that botanical products are natural goods. Descriptions, specifications, certificates of analysis and samples are approximate and do not constitute a guarantee of specific quality unless expressly agreed in writing as a „quality guarantee“(Beschaffenheitsgarantie).

 Prices and Payment

    • All prices are quoted in Euro (€) exclusive of value-added tax (VAT), customs duties, levies, freight, insurance and any other charges. VAT, if applicable, will be added at the prevailing rate.
    • Unless otherwise agreed in writing, invoices are due for payment within fourteen (xx14) days of the invoice date, without deduction.
    • Payment must be made by bank transfer to FairBotanicals’ designated bank account (IBAN and BIC provided on the invoice). Payment is deemed effective only when the full amount is credited to FairBotanicals’ account and freely available.
    • If the Customer fails to pay any amount by the due date, FairBotanicals may:  Charge interest on the overdue amount at a rate of 8% per annum above the European Central Bank’s main refinancing rate, calculated daily from the due date until full payment;  Suspend all further deliveries or performance until payment is made; and  Demand advance payment or security for any future deliveries.
    • The Customer may not set off any claims against FairBotanicals unless the claim is undisputed or has been finally determined by a court of competent jurisdiction. The Customer may exercise a right of retention only on the basis of undisputed or finally adjudicated counterclaims arising from the same contractual relationship.
    • Payment of an invoice shall not be deemed acceptance of the Products and does not waive any defect claims the Customer may have.

Delivery, Transfer of Risk and Incoterms

    • Unless otherwise agreed in writing, deliveries are made EXW (Ex Works) FairBotanicals’ warehouse in Ireland, or EXW the Sourcing Origin (as specified in the order confirmation), in  accordance with Incoterms® 2020.
    • If FairBotanicals agrees to arrange shipment on behalf of the Customer, FairBotanicals acts as the Customer’s agent only. Risk of loss or damage to the Products passes to the Customer at the  point of delivery under the agreed Incoterm. FairBotanicals has no liability for carrier delay, loss,  damage, or any customs or import issues.
    • Any delivery dates or times provided by FairBotanicals are estimates only and are not binding. Time for delivery is not of the essence unless expressly agreed in writing. FairBotanicals shall not  be liable for any delay in delivery, howsoever caused.
    • FairBotanicals is entitled to make partial deliveries and to invoice each partial delivery separately,                provided such partial delivery is reasonably acceptable to the Customer.
    • For bulk or natural botanical products, FairBotanicals is permitted to deliver up to xx5% more or less than the ordered quantity, reflecting natural variation in weight and density. The invoice  shall be based on the actual shipped weight.
    • If the Customer fails to take delivery of Products when notified that they are ready, FairBotanicals may:
      • Store the Products at the Customer’s risk and expense (storage fee: xx2% of invoice value per month or part thereof, minimum €50xx);
      • After thirty (xx30) days of non-acceptance, terminate the contract and charge a restocking fee of xx15% of the invoice value plus any storage and handling costs already incurred.
    • For Products supplied directly from Sourcing Origin to the Customer, the Customer is solely responsible for:
      • Import customs clearance;
      • Payment of all duties, taxes and levies;
      • Compliance with all import and phytosanitary regulations of the destination country; and
      • Arranging any necessary import permits or licences.
      • FairBotanicals shall provide commercially reasonable assistance with export documentation (certificate of origin, phytosanitary certificate, bill of lading, etc.) at the Customer’s expense.

Retention of Title

  • FairBotanicals retains full and unencumbered title to all Products until the Customer has made payment in full of all amounts due under the relevant contract and any other outstanding  amounts owed to FairBotanicals (including interest, costs and expenses).
  • Until title passes, the Customer shall:
    • Hold the Products as FairBotanicals’ fiduciary agent and bailee;
  • Store the Products separately from its own goods and those of third parties, clearly marked as property of FairBotanicals;
  • Insure the Products against all usual risks (fire, theft, damage) at its own cost, with FairBotanicals noted as loss payee;
  • Not pledge, charge, or otherwise encumber the Products.
  • The Customer is entitled to resell the Products in the ordinary course of its business. However, the Customer hereby assigns to FairBotanicals all claims arising from such resale up to the  amount of the outstanding invoice value. The Customer shall hold such proceeds in a separate  account on trust for FairBotanicals.
  • FairBotanicals may at any time enter the Customer’s premises (or premises of any third party where the Products are stored) to inspect or repossess the Products without prior notice, and  the Customer hereby grants an irrevocable licence to do so.
  • Exercise of any right under this clause 5 does not terminate the contract unless FairBotanicals expressly states otherwise in writing.

Defects, Warranty and Claims

  • FairBotanicals warrants that on delivery, the Products shall:
  • Conform in all material respects to the specification set out in the order confirmation;
  • Be free from material defects caused by FairBotanicals’ processing or handling; and (c) Be of satisfactory quality within the meaning of the Sale of Goods Act 1893 (as amended, Ireland).
  • The warranty period is xxtwelve (xx12) months from the date of delivery to the Customer (or, if delivered EXW, from the date the Customer collects or is notified of readiness for collection).
  • The warranty does not apply to defects arising from:
  • Natural variation in colour, taste, aroma, particle size, or active compound levels inherent to botanical raw materials, unless a specific tolerance was expressly guaranteed in writing;
  • Improper storage, handling, transport or treatment by the Customer or any third party after delivery;
  • Failure to follow FairBotanicals’ storage instructions (as provided in the product specification sheet);
  • Fair wear and tear, willful damage, negligence, or abnormal working conditions;
  • Any processing, repackaging, mixing, or alteration of the Products by the Customer or any third party without FairBotanicals’ prior written consent;
  • Any use of the Products in a manner not reasonably foreseeable or not disclosed to FairBotanicals prior to contract formation.
  • Claim Procedure:
  • The Customer must inspect the Products promptly upon delivery. Visible defects must be notified in writing (with photographic evidence) within xxfourteen (xx14) days of delivery. (b) Latent defects (not reasonably discoverable on inspection) must be notified in writing within xxthirty (xx30) days of discovery, and in any event within the xxtwelve (xx12) month warranty
  • The notice must describe the defect in reasonable detail and include batch numbers, delivery date, and supporting documentation (e.g., certificate of analysis from an accredited laboratory, if available).
  • FairBotanicals shall have xxfourteen (xx14) days from receipt of a valid notice to investigate and respond.
  • If FairBotanicals accepts a valid defect claim, at its sole option it may:
  • Replace the defective Products with conforming Products (same or equivalent quality); (b) Issue a credit note for the invoice value of the defective Products (excluding freight and duties); or

(c) Refund the price paid for the defective Products.

  • The Customer shall return defective Products to FairBotanicals (or, for direct shipments, to a location designated by FairBotanicals) at FairBotanicals’ cost, using original or equivalent  If the Customer fails to return Products after a valid claim, FairBotanicals may deduct  the value of unrecovered Products from any credit or refund.
  • If the parties dispute whether a defect exists, either party may request analysis by an independent, accredited laboratory mutually agreed in writing. The costs shall be borne by the  losing party. The laboratory’s findings shall be binding on both parties.
  • The Customer’s sole and exclusive remedy for defective Products is set out in this clause 6. Any use of the Products by the Customer after giving a defect notice (other than reasonable testing)  shall be deemed acceptance and waive the claim.
  • For Products supplied directly from Sourcing Origin, FairBotanicals’ liability is limited to passing through any warranty or claim rights FairBotanicals itself obtains from its upstream supplier.  FairBotanicals does not independently warrant the quality of raw materials sourced from third party producers except as expressly stated in the order confirmation.

Price Adjustment

  • If, between the date of contract formation and the date of delivery, there is a significant increase in:
  • The cost of raw botanical materials from the Sourcing Origin;
  • Freight, shipping, or container costs;
  • Customs duties, tariffs, taxes, or levies imposed by any jurisdiction;
  • Currency exchange rates (if the purchase is denominated in a currency other than Euro);
  • Energy or labour costs directly attributable to processing or warehousing; then FairBotanicals may adjust the price proportionally.
  • FairBotanicals will notify the Customer of any proposed price increase. If the increase exceeds xx5% of the original contract price, the Customer may withdraw from the contract free  of charge within ten (xx10) days of receiving the notice, provided the Customer has not already  taken delivery of the Products.
  • If the Customer does not withdraw within the ten (xx10) day period, the adjusted price shall be deemed accepted.

Liability and Limitation of Liability

  • Nothing in these T&Cs excludes or limits FairBotanicals’ liability for:
  • Death or personal injury caused by FairBotanicals’ negligence;
  • Fraud or fraudulent misrepresentation;
  • Breach of the terms implied by section 12 of the Sale of Goods Act 1893 (Ireland) (title and quiet possession);
  • Defective products under the Liability for Defective Products Act 1991 (Ireland); or
  • Any matter for which liability cannot be lawfully excluded or limited.
  • Subject to clause 8.1, FairBotanicals shall not be liable to the Customer for:
  • Any loss of profit, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings;
  • Any indirect, consequential, or special loss or damage arising under or in connection with any contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
  • FairBotanicals’ total aggregate liability for all losses, claims, damages, or expenses arising out of or in connection with any contract (including liability for breach of contract, tort, negligence, or  otherwise) shall be limited to the total invoice value paid by the Customer for the specific  Products giving rise to the claim.
  • The Customer acknowledges that botanical products are natural goods subject to inherent FairBotanicals does not guarantee:
  • Specific levels of active compounds (e.g., curcumin, caffeine, essential oils) unless expressly agreed in writing as a quality guarantee;
  • Absence of naturally occurring foreign matter (e.g., plant stems, seeds, soil residue) within accepted industry tolerances;
  • Compliance with the Customer’s internal specifications unless those specifications were attached to and expressly accepted in the order confirmation.
  • Any claims against FairBotanicals must be brought within xxtwelve (xx12) months of the date on which the claim arose, failing which such claim shall be forever barred.

Force Majeure

  • Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) if such delay or failure results from an event beyond its reasonable control („Force Majeure Event“).
  • Force Majeure Events include, without limitation:
  • War, civil unrest, terrorism, sabotage, or insurrection;
  • Natural disasters (earthquake, flood, storm, fire, drought);
  • Epidemic, pandemic, or public health emergency;
  • Crop failure, harvest failure, or contamination of botanical raw materials (including pesticide residues, heavy metals, or microbial contamination not caused by FairBotanicals);
  • Strikes, lockouts, or other industrial action;
  • Failure of suppliers to deliver raw materials despite reasonable advance contracting;
  • Embargoes, sanctions, export or import restrictions;
  • Breakdown of machinery or equipment essential to processing or warehousing;
  • Interruption of energy supply (electricity, fuel, gas);
  • Official decrees, regulations, or actions of any governmental authority.
  • The affected party shall notify the other party in writing within xxseven (xx7) days of becoming aware of a Force Majeure Event, providing reasonable detail and an estimated duration.
  • If a Force Majeure Event continues for more than xxthirty (xx30) days, either party may terminate the affected contract without penalty by giving written notice.

Customer’s Obligations and Indemnity

  • The Customer shall:
  • Provide accurate and complete information necessary for FairBotanicals to perform the contract

(including     delivery                address,               customs               classification,     import permits);

  • Comply with all applicable laws and regulations of the destination country, including import, phytosanitary, food safety, and labelling requirements;
  • Not use the Products in any manner that would cause FairBotanicals to violate any applicable law or sanction;
  • Maintain traceability records linking the Products to end users or downstream customers for a minimum of xxtwo (xx2) years from delivery, and provide such records to FairBotanicals upon reasonable request in the event of a product safety issue.
  • The Customer shall indemnify and hold FairBotanicals harmless against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or  in connection with:
  • The Customer’s breach of any obligation under these T&Cs;
  • The Customer’s processing, repackaging, mixing, or alteration of the Products;
  • The Customer’s failure to obtain necessary import or regulatory approvals;
  • Any claim made by a third party (including the Customer’s own customers) that arises from the Customer’s use, labelling, or resale of the Products.
  • The Customer shall maintain appropriate product liability insurance covering the Products, with minimum coverage of €1,000,000 per claim, and shall provide proof of such insurance upon  FairBotanicals’ reasonable request.

Confidentiality and Intellectual Property

  • The Customer shall treat as confidential all information obtained from FairBotanicals, including but not limited to pricing, sourcing origins, supplier identities, processing methods,  specifications, certificates of analysis, and batch records („Confidential Information“).
  • The Customer shall not disclose Confidential Information to any third party without FairBotanicals’ prior written consent, except to the extent required by law or to the Customer’s  professional advisors who are bound by equivalent confidentiality obligations.
  • All intellectual property rights in any documents, specifications, or technical information provided by FairBotanicals remain the sole property of FairBotanicals. The Customer may use  such documents only for the purpose of using or reselling the Products purchased. Any other  use, including modification, reproduction, or distribution, requires FairBotanicals’ prior written 
  • The Customer shall not reverse engineer, decompile, or attempt to extract the source of any processing methods or proprietary blends.

Export Control and Sanctions

  • The Customer shall comply with all applicable export control, sanctions, and embargo laws and regulations of:
  • The European Union and its Member States (including Ireland);
  • The United Kingdom;
  • The United States of America (including OFAC sanctions);
  • Any other jurisdiction whose laws apply to the Customer or the destination of the Products.
  • The Customer represents and warrants that it is not, and is not owned or controlled by, any person or entity subject to sanctions administered by the EU, UN, UK, or US (including being  listed on the SDN List).
  • The Customer shall not directly or indirectly export, re-export, or transfer the Products to any country or person that would violate applicable sanctions or export control laws.
  • Upon FairBotanicals’ request, the Customer shall provide end-user certificates, ultimate destination declarations, or other documentation demonstrating compliance with this clause 12.
  • Any breach of this clause 12 shall be deemed a material breach, and FairBotanicals may immediately terminate all contracts without liability.

Termination and Suspension

  • Termination for convenience: Either party may terminate any ongoing contract for Products not yet delivered by giving xxthirty (xx30) days’ written notice to the other party.
  • Termination for cause: FairBotanicals may terminate any contract with immediate effect by written notice if:
  • The Customer fails to pay any amount when due and does not remedy within ten (xx10) days of written notice;
  • The Cusomer commits a material breach of these T&Cs (including breach of warranty, confidentiality, export control, or indemnity obligations) and, if capable of remedy, fails to remedy within xxfourteen (xx14) days of written notice;
  • The Customer becomes insolvent, enters liquidation, administration, or receivership, or ceases to carry on business;
  • There is a change of control of the Customer without FairBotanicals’ prior written consent.
  • Suspension: If the Customer fails to make payment when due, FairBotanicals may suspend all further deliveries (including under other contracts) without penalty until payment is made in full.
  • Upon termination, the Customer shall immediately pay all outstanding invoices and return any Products still owned by FairBotanicals (under clause 5) at its own cost. Governing Law and Jurisdiction
  • These T&Cs and any contract concluded under them (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.
  • The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
  • The parties irrevocably agree that the courts of Dublin, Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs or any contract.
  • Notwithstanding clause 14.3, FairBotanicals shall be entitled to bring proceedings for injunctive relief or to enforce a judgment in any court of competent jurisdiction worldwide. General Provisions
  • Entire agreement: These T&Cs, together with the applicable order confirmation, constitute the entire agreement between the parties and supersede all prior representations, communications,  and agreements, whether written or oral.
  • No waiver: Any failure or delay by FairBotanicals in exercising any right or remedy shall not constitute a waiver of that or any other right or remedy.
  • Severability: If any provision of these T&Cs is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good  faith to replace any invalid provision with a valid provision that achieves the same commercial 
  • Assignment: FairBotanicals may assign or transfer its rights and obligations under these T&Cs to any affiliate or successor in business. The Customer may not assign or transfer any of its rights or  obligations without FairBotanicals’ prior written consent.
  • No third-party rights: Nothing in these T&Cs confers any right or benefit on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
  • Notices: All notices must be in writing and sent by email (to the address provided by the parties)         or by registered post. Email notices are deemed received on the next business day after sending.
  • Language: These T&Cs are drafted in English. In the event of any translation, the English language version shall prevail.
  • Survival: Clauses 5 (Retention of Title), 8 (Liability), 10 (Indemnity), 11 (Confidentiality), 12 (Export Control), 14 (Governing Law), and 15 (General) shall survive termination of any contract.

FairBotanicals Limited

These T&Cs are effective as of [date]. FairBotanicals reserves the right to update these T&Cs from time to time. Updated versions will be published on www.fairbotanicals.eu and apply to orders placed after the effective date of the update.