Valid from 1 February 2024.
ARTICLE 1 – GENERAL PROVISIONS
1.1. These General Terms and Conditions of Sale and Delivery (hereinafter also referred to as “General Terms and Conditions”) apply to all offers, agreements, and deliveries of goods and services provided by Compaqpeat (hereinafter also referred to as “Seller”). By placing an order with Compaqpeat, the buyer is deemed to have accepted these General Terms and Conditions, which are applicable not only to the current transaction but also to all subsequent deliveries and services provided to the buyer. This acceptance forms the basis of the contractual relationship between Compaqpeat and the buyer, ensuring a clear and mutual understanding of the terms under which goods and services are provided.
1.2. Any opposing or differing terms and conditions set by either Compaqpeat or the buyer are not binding unless expressly accepted in writing by Compaqpeat. This includes any deviations from these terms, which must be established in writing by both parties (buyer and Seller) or confirmed in writing by Compaqpeat.
1.3. These General Terms and Conditions serve as the foundational framework for the conduct of business between Compaqpeat and its clients, ensuring clarity and mutual understanding in all transactions. Any additional commitments made by Compaqpeat in contracts related to sales, services, or cooperative arrangements with the buyer shall be upheld in conjunction with, and not detract from, the enforcement of these General Terms and Conditions.
ARTICLE 2 – ESTABLISHMENT OF THE AGREEMENT
2.1. An agreement between Compaqpeat and the buyer is established and considered binding only when it has been confirmed in writing by Compaqpeat. This confirmation may take the form of a signed contract, formal acceptance of an offer, or written acknowledgment of an order. The Seller’s offers are subject to such written confirmation.
2.2. Verbal agreements, including those made via telephone or represented by Compaqpeat’s representatives, are considered final and binding only after receiving written confirmation by Compaqpeat. The Seller is not liable for receiver or transmission defects resulting from telephone orders.
2.3. If the buyer wishes to make changes to the agreed terms, such requests must be made in writing exclusively. The Seller shall only be obliged to cooperate with such changes if they are reasonably feasible, and the buyer shall be obliged to take on any additional costs resulting from that change.
ARTICLE 3 – PRICES
3.1. The Seller’s offers are non-binding. The prices are valid specifically for the single order noted in the order confirmation. Repeat orders are considered new orders.
3.2. The Seller reserves the right to raise the prices agreed upon with the buyer if, after the execution of the contract and after the acceptance of the prices, unexpected and extraordinary cost increases occur, particularly due to price increases for raw materials, transport, labor, or exchange rate movements.
3.3. Unless otherwise agreed, the Seller remains committed to the price offers for 30 days from the offering date.
ARTICLE 4 – DELIVERY/DELIVERY TIME
4.1. Delivery times agreed with the Seller are intended as an indication and not as a final deadline. If delivery is not made on time, the Seller must be declared in default in writing by the buyer.
4.2. For deliveries abroad, customs duties, taxes, and other charges, including the costs for duty payment and customs clearance at the border of the transit country or in the country of destination, are to be paid by the buyer.
4.3. Pricing applies to fully loaded freight cars, trucks, or containers. Freight cars, trucks, or containers will be fully loaded unless the order specifies the amount of units or packages to be delivered. If a small number of units or packages is ordered, the buyer is responsible for the respective shipping charges.
4.4. All prices are EXW (Incoterms), unless agreed otherwise.
4.5. The Seller is authorized to load 10% more or less than the desired volumes. If the desired volumes or specific products cannot be delivered, the buyer may not derive any claims from this.
4.6. Business disturbances or force majeure events that the Seller can neither foresee nor prevent, such as labor shortages, interruption of raw material supply, energy stoppages, or inadequate transportation space, exempt the Seller from the obligation to timely delivery for the duration of the interference or its aftereffects. The same applies to acts of war, catastrophes, riots, strikes, road disturbances, official or legal measures, and changes or restrictions on exportation.
ARTICLE 5 – PAYMENT
5.1. Payment terms are strictly net 30 days from the date of the invoice unless otherwise agreed upon in writing with the client. The Seller’s invoices must be paid before the due date stated on the invoice in the manner specified by the Seller. Payment must be made effectively in the agreed currency. The buyer shall not be allowed to deduct any amount from the invoices to be paid on account of a counterclaim brought by the other party. The buyer shall also not be allowed to suspend compliance with its payment obligation in the event of a complaint by them to the Seller about the products supplied, unless the Seller expressly agrees to the suspension in exchange for the provision of security.
5.2. In the event of overdue payment, all payment obligations of the buyer shall become due immediately, regardless of whether the Seller has already sent an invoice for these obligations. In such an event, the Seller shall be entitled to suspend the delivery obligation and/or may require sufficient security or have the right to terminate the agreement, either partially or in full, as referred to in Article 9 of these General Terms and Conditions. Compaqpeat reserves the right to charge late payment interest at the rate of 0.1% of the outstanding amount for each day of delay until the debt is paid in full, including any compulsory repayment and/or recovery. Additionally, should reminders be sent out, the Seller is entitled to charge a reminder fee of 50 EUR per reminder, which may be levied no more frequently than once per week.
5.3. If the buyer does not or does not timely comply with any of their obligations, all costs of obtaining settlement out of court, including the costs of drawing up and sending notices, making a settlement proposal, and making inquiries, shall be for the account of the buyer, apart from the price and costs agreed.
ARTICLE 6 – RETENTION AND PLEDGE OF TITLE
6.1. The Seller shall retain ownership of all goods delivered or to be delivered until full payment of:
a. All performances owed by the buyer for goods delivered or to be delivered under the agreement, as well as work performed or to be performed under such agreement;
b. All claims due to the failure of the buyer to comply with such agreement(s).
The buyer shall not be allowed to claim the right of retention regarding the storage costs and to offset these costs against the performances owed by them.
6.2. If the Seller is entitled to any goods pursuant to paragraph 6.1, the buyer shall only be able to dispose of them as part of its normal business operations.
6.3. If the buyer is in default regarding the performances referred to in paragraph 6.1., the Seller shall be entitled to retrieve the goods belonging to him from the place where they are kept, or to have them retrieved, at the buyer's expense. The buyer shall irrevocably authorize the Seller, from now on, to access spaces at or in use by the buyer, or to have them accessed for that purpose in such cases.
6.4. If the goods delivered under retention of title are processed, transformed, or inseparably mixed with other goods not owned by the Seller, the Seller acquires co-ownership of the new item in proportion to the value of the retained goods to the other processed items at the time of processing, transformation, or mixing.
6.5. In the event that the buyer's processing, transformation, or mixing of the goods results in a new product or item, the buyer shall hold the newly created product in safekeeping for the Seller, with the same care that it would apply to its own property.
6.6. If the retained goods are combined or inseparably mixed with other items to form a unified product and if the other product is to be regarded as the main product, it is hereby agreed that the buyer transfers proportional co-ownership to the Seller, to the extent that the main product belongs to the buyer.
6.7. The Seller shall be entitled to a share in the co-ownership of the new product or item, calculated based on the ratio of the value of the processed, transformed, or mixed retained goods to the value of the entire new product or item at the time of such processing, transformation, or mixing.
6.8. The buyer agrees to inform the Seller immediately if third parties attempt to access the new products or items, especially in the case of seizure or any other impairment of the Seller's rights.
6.9. The provisions of this subsection apply in addition to the other rights and obligations stipulated under ARTICLE 6 regarding retention and pledge of title.
ARTICLE 7 – COMPLAINTS, INVESTIGATION OBLIGATION, LIMITATION AND COMPLIANCE, LIABILITY
7.1. The buyer must investigate upon delivery and no later than 24 hours after delivery (or randomly if not otherwise possible) to ensure that the correct goods have been delivered and that the goods meet the agreement in terms of quantity (e.g., number and amount). The buyer shall notify any discrepancies in writing within 7 days to the Seller. Failing to do so, the buyer shall lose all rights regarding the failure to comply in connection with the delivery not meeting the terms of the agreement, and it shall then be considered proven between the parties that the delivery meets the terms of the agreement.
7.2. The buyer must also investigate upon delivery and no later than 14 days after delivery (or randomly if not otherwise possible) to determine whether the goods delivered meet the agreed-upon quality standards or, if these are missing, the requirements for normal use and/or commercial purposes. The buyer shall notify any quality-related issues in writing within 14 days to the Seller. Failing to do so, the buyer shall lose all rights regarding the failure to comply in connection with the delivery not meeting the terms of the agreement, and it shall then be considered proven between the parties that the delivery meets the terms of the agreement.
7.3. Complaints may only be considered if they are submitted in writing.
7.4. Claims for compensation against the Seller due to all types of contract disturbances are excluded as far as they are not based on the gross negligence of the Seller’s legal representatives and executive employees. The Seller is liable for slight negligence of other auxiliary persons only in cases where the main duties have been infringed.
7.5. The Seller is liable for possible defects of the delivered product only up to the amount of the good’s value of the rejected part of the delivery. Additional claims for compensation are excluded, including for business interruption.
7.6. Claims and defenses, based on facts and/or statements implying that the quality of the delivered goods does not meet the agreement, shall be barred by the lapse of three months after the moment of delivery. This clause applies only in cases where it was impossible to notice the quality-related issues within the 14-day timeframe stipulated in sub-section 7.2.
7.7. If the delivery does not meet the agreement, the Seller shall only be able to choose to deliver the missing goods, repair or replace the delivered goods.
ARTICLE 8 – MEASUREMENTS, NUMBERS, WEIGHTS INFORMATION
8.1. Volume determination shall be carried out according to European standard EN 12580.
8.2. Slight differences with regard to the listed measurements, weights, numbers, colors, and other such information do not constitute shortcomings.
8.3. If there is a slight difference, as stated in paragraph 8.2, with a margin of max. 10% more or less than the specification indicated, it must not be counted as a shortcoming. Samples produced or provided serve only as an indication, without the goods subject to a sales or service agreement having to meet that specification.
8.4. The substrates to be delivered shall meet the quality requirements or standards of Latvian legislation and regulations. Insofar as the goods will be used outside Latvia, the buyer shall be responsible for ensuring that the substrates meet the quality requirements or standards of the country concerned, unless agreed otherwise. Specific notification by the buyer must also be given of all other quality requirements for the goods to be delivered that differ from the normal requirements, when the sales agreement is concluded.
8.5. The Seller vouches for the flawless production of the merchandise delivered by the Seller. Peat moss products and substrates are produced from natural raw materials, which may contain saprophytic fungal spores present in nature that are not detrimental to plants. Under certain cultivation conditions (such as high humidity, excessive watering, or slow plant growth), these fungi can germinate and form a mycelium on the substrate surface that looks unsightly and interferes with water absorption in plants. Normally, these fungal growths will disappear by themselves after a few days. The producer expressly rules out liability for these naturally occurring fungal growths.
ARTICLE 9 – NON-COMPLIANCE
9.1. The claims of the Seller against the buyer are due immediately if:
a. circumstances that have come to the knowledge of the Seller after the agreement was concluded present good grounds to fear that the buyer will not fulfill its obligations;
b. the Seller has requested the buyer to provide security for compliance and this security remains forthcoming or is insufficient. In the cases referred to, the Seller shall be authorized to suspend further execution of the agreement or to terminate the agreement, all this subject to the right to claim damages.
9.2. If there are circumstances with regard to people and/or equipment which the Seller uses or usually uses in executing the agreement, and these circumstances are of such a nature that the execution of the agreement becomes impossible, or so problematic and/or disproportionately costly that compliance with the obligation under the agreement can no longer reasonably be required, the Seller shall be entitled to terminate the agreement.
9.3. Force majeure refers to circumstances preventing compliance with the agreement, and which are not attributable to the Seller. Included are (if and insofar as these circumstances make compliance impossible or unreasonably interfere with it): fire, wildcat strikes or political strikes in the company of the Seller; a general lack of required raw materials and other goods or services required for the agreed performance; any quality problems at the Seller or suppliers of the Seller, unforeseeable stagnation at suppliers or other third parties on which the Seller relies, and general transportation problems.
9.4. The obligation of delivery and other obligations of the Seller shall be suspended during situations of force majeure. If the period in which compliance with the obligations by the Seller is not possible for more than 48 hours due to force majeure, both parties shall be entitled to terminate the agreement without mandatory damage compensation in that case.
9.5. If the Seller already partially fulfilled his obligations at the occurrence of force majeure, or can only fulfill his obligations partially, he shall be entitled to separately invoice what has already been delivered or the deliverable part, and the buyer shall be obliged to pay this invoice as if a separate contract were concerned. However, this does not apply if what has already been delivered or the deliverable part has no independent value.
9.6. Responsibility for chemicals and fertilizers: when chemicals or controlled-release fertilizers are incorporated into products, it is the customer's responsibility to refer to the manufacturer's recommendations on all matters relating to conditions of use, including storage time, plant sensitivity, etc. Compaqpeat assumes no liability for any damages or losses resulting from improper use, handling, or storage of chemicals or fertilizers provided with or incorporated into the products.
ARTICLE 10 – CONSULTATIONS
10.1. Compaqpeat may offer non-binding consultations to assist clients in selecting appropriate products for their needs. These consultations are provided as a complimentary addition to the sales process and aim to facilitate the client's understanding and utilization of Compaqpeat's products.
10.2. The consultations provided by Compaqpeat are based on the company's current knowledge and experience. Compaqpeat makes every reasonable effort to ensure the accuracy and relevance of the advice given, but such advice should be considered as guidance only.
10.3. Compaqpeat's consultations do not constitute a legally binding obligation. The responsibility for the final selection and use of the products rests with the client. Clients should independently verify the suitability of the products for their intended purposes.
10.4. While Compaqpeat endeavors to provide helpful and accurate guidance, the company shall not be held liable for any loss or damage arising from the use of consultations or from the client's reliance on advice provided during such consultations, except in cases of gross negligence or willful misconduct on the part of Compaqpeat.
10.5. Any information shared by the client with Compaqpeat during the consultation process shall be treated with confidentiality and shall not be disclosed to third parties without the client's prior consent.
10.6 Compaqpeat reserves the right to limit or decline consultation requests based on resource constraints, expertise availability, or other reasonable considerations.
10.7. The provisions of ARTICLE 11 regarding applicable law and competent court shall also apply to consultations provided by Compaqpeat.
ARTICLE 11 – APPLICABLE LAW AND COMPETENT COURT
11.1. For all disputes arising from the interpretation or execution of a contract or deliveries, Latvian law shall apply. The place of jurisdiction is Riga, Latvia. Latvian law is applicable, regardless of the place of jurisdiction.
11.2. Should individual conditions of this agreement be legally ineffective, the effectiveness of the other conditions shall remain unaffected. The ineffective conditions will be replaced with effective and feasible conditions according to the legal basis that most closely aligns with the economic intentions of the contracting parties.
11.3. These General Terms and Conditions have been drawn up for use in national and international agreements. The original text of the General Terms and Conditions is in English. Texts in a foreign language are merely translations. If the parties have a difference of opinion about the interpretation of a non-English version of these General Terms and Conditions, the English text of these General Terms and Conditions shall prevail over any translation or translations of them.
Please feel free to download a PDF version of our General Terms and Conditions of Sale and Delivery in both English and German here
The previous version of our General Terms and Conditions of Sale and Delivery, valid until 31 January 2024, can be downloaded here.