Holland Greentech Kenya Ltd

TERMS & CONDITIONS

Effective date: 4 August 2026. Supersedes all prior versions.

1. General

• These Terms & Conditions apply to all offers, sales, and deliveries of products and services by Holland Greentech Kenya Ltd (“the Supplier”).

• By placing an order, the client (“the Buyer”) agrees to be bound by these Terms & Conditions, unless otherwise agreed in writing.

• An order is deemed accepted, and a binding contract formed, upon written acknowledgement by the Supplier, including by email.

• All agreements are subject to the laws of Kenya.

2. Scope of Products

• These Terms & Conditions apply to all products and services supplied by Holland Greentech Kenya Ltd, including but not limited to:

Vegetable seeds

Biostimulants and nutrition products (e.g. Cropmax®)

Growing media (peat moss and related substrates)

Biological crop protection products

Greenhouses and protected cultivation solutions

Irrigation systems and related hardware

3. Orders, Quotations & Payment

• All prices are quoted inclusive of VAT, unless otherwise stated in writing.

• Quotations are valid for 30 days from the date of issue, unless otherwise agreed in writing.

• Prices are based on prevailing exchange rates, freight, and import duties at the time of quotation. The Supplier reserves the right to adjust prices if these factors change significantly prior to delivery.

• All products must be paid in full upfront, unless otherwise agreed in writing and indicated on the invoice.

• If credit is extended, overdue accounts are subject to interest of 1.5% per month (18% per annum, compounded monthly), and the Supplier reserves the right to suspend or cancel future deliveries.

• Title to the goods remains with the Supplier until full payment is received.

4. Delivery & Risk

• Delivery times are indicative and not binding. The Supplier is not liable for delays caused by transport, customs, or other third parties.

• Delivery is considered complete once the goods are handed over to the Buyer or a courier/transport company.

• Transport and delivery risks transfer to the Buyer at the point of dispatch.

• The Supplier’s delivery note or courier’s receipt shall serve as conclusive evidence of dispatch and delivery. Responsibility for loss, damage, or non-receipt passes to the Buyer upon handover to the Buyer or the courier. Any claim of non-delivery must be notified in writing within 7 days of the invoice date.

5. Product-Specific Conditions: Seeds

• All seeds are supplied under the guarantee of the original breeder and are certified by KEPHIS or other relevant authorities where applicable.

• The Supplier does not provide any guarantee beyond that of the original breeder/producer. The Buyer’s rights are limited to the guarantees provided by the breeder, which the Supplier shall make available on request.

• The Supplier gives no warranty, express or implied, on germination rates, purity, varietal characteristics, crop performance, or yield. These outcomes depend on many external factors outside the Supplier’s control, including but not limited to soil fertility, weather, irrigation, crop protection, cultivation practices, and management decisions by the Buyer.

• The Buyer is solely responsible for proper storage, handling, and use of seeds after delivery.

• In the unlikely event that the Supplier is found liable for a proven defect directly attributable to the Supplier (e.g. wrong variety supplied or packaging error), such liability shall be strictly limited to the invoiced value of the seed lot concerned. No liability shall be accepted for consequential damages, replanting costs, or lost production.

6. Product-Specific Conditions: Biostimulants & Nutrition Products

• Supplied in original sealed packaging.

• Effectiveness depends on correct dosage, timing, crop conditions, and environment.

• No guarantee of specific yield or results; liability is limited to the invoiced value of the lot.

7. Product-Specific Conditions: Growing Media

• Supplied in original packaging.

• Buyer is responsible for correct storage, handling, and use.

• Where applicable, products are sourced and imported in accordance with NEMA and other relevant Kenyan environmental and import regulations.

• Liability limited to replacement of defective products or refund of the invoiced value.

8. Product-Specific Conditions: Biological Crop Protection Products

• May include living organisms that must be handled strictly according to instructions (temperature, storage, application).

• Products are supplied in compliance with Pest Control Products Board (PCPB) registration requirements applicable at the time of sale.

• No liability is accepted for performance next to the guarantee of the manufacturer.

• Liability limited to the invoiced value of the product.

9. Product-Specific Conditions: Greenhouses & Protected Cultivation Hardware

• Supplied according to agreed specifications and, where applicable, relevant Kenya Bureau of Standards (KEBS) requirements.

• Installation and after-sales support only where explicitly included in the contract.

• Structural performance depends on correct site preparation, installation, and maintenance by the Buyer.

• Warranty (if applicable) only applies if installation is performed by Holland Greentech Kenya or an approved installer, and is limited to manufacturer’s conditions.

10. Product-Specific Conditions: Irrigation Systems & Related Hardware

• Supplied according to specifications agreed with the Buyer and, where applicable, relevant KEBS requirements.

• Proper installation, use, and maintenance are the responsibility of the Buyer.

• No liability is accepted for crop losses due to incorrect design, installation, or operation.

• Warranty is limited to manufacturing defects, subject to supplier conditions.

11. Buyer's Resale & Regulatory Obligations

• Where the Buyer resells or distributes any product to a third party, the Buyer is responsible for holding any licenses or registrations required for that resale (including, where applicable, PCPB agro-dealer licensing).

• The Buyer shall pass on the applicable product guarantees, warnings, and limitations set out in these Terms & Conditions to any downstream purchaser or user.

12. Claims & Complaints

• The Buyer must inspect products upon delivery.

• Visible defects or shortages must be reported in writing within 7 days of delivery.

• Hidden defects must be reported within 30 days of delivery or discovery.

• After these periods, no claims will be accepted.

• In all cases, the Supplier’s liability is limited to replacement of the defective product or refund of the invoiced value, at the Supplier’s discretion.

13. Liability

• The Supplier’s liability is strictly limited to the invoiced value of the products supplied.

• The Supplier does not accept liability for indirect damages, crop losses, or consequential damages of any kind.

• All guarantees are limited to those provided by the original manufacturer.

14. Intellectual Property

• All trademarks, trade names, brand names (including Cropmax®), technical documentation, and other proprietary materials provided by the Supplier remain the property of the Supplier or its licensors.

• No license or right is granted to the Buyer beyond the right to use the products for their intended agricultural purpose.

15. Data Protection

• Personal data provided by the Buyer is processed by the Supplier in accordance with the Data Protection Act, 2019, solely for the purposes of order fulfilment, invoicing, delivery, and business communication.

• Requests regarding personal data held by the Supplier may be directed to Kenya@hollandgreentech.com.

16. Confidentiality

• Each party shall keep confidential any commercial or technical information received from the other party in connection with these Terms & Conditions, and shall not disclose it to third parties except as required by law or with the other party’s prior written consent.

17. Anti-Bribery & Corruption

• Each party shall comply with all applicable Kenyan anti-corruption laws and shall not offer, give, solicit, or accept any improper payment or benefit in connection with these Terms & Conditions.

18. Termination

• The Supplier may suspend or terminate an order, with written notice, if the Buyer breaches these Terms & Conditions, fails to make payment when due, or becomes insolvent.

• Either party may cancel an order prior to dispatch by written notice, provided that the cancelling party reimburses any costs already reasonably incurred by the other party in connection with that order.

19. Force Majeure

• The Supplier is not liable for delays, non-performance, or damages caused by events beyond its reasonable control, including but not limited to natural disasters, strikes, transport disruptions, or government restrictions.

20. Amendments to these Terms & Conditions

• The Supplier may update these Terms & Conditions from time to time. The version in force at the date an order is placed shall apply to that order. Updates will be published on the Supplier’s website and/or communicated to the Buyer in writing.

21. Notices

• All notices under these Terms & Conditions must be in writing and delivered by email or post to the Supplier’s registered address: Godown 10, Dul Dul Phase 1, off Mombasa Road, Nairobi, Kenya, or to Kenya@hollandgreentech.com, or to the Buyer’s address or email on record.

22. Disputes

• Any disputes arising from these Terms & Conditions shall first be attempted to be resolved amicably between the parties.

• If no resolution is reached within 10 working days, the dispute shall be referred to arbitration in Nairobi under the Arbitration Act (Cap 49, Laws of Kenya), or, at the Supplier’s election, settled under the jurisdiction of the courts of Kenya.

23. General

• Entire agreement: These Terms & Conditions, together with the relevant quotation and invoice, constitute the entire agreement between the parties and supersede all prior discussions relating to the subject matter.

• Severability: If any provision of these Terms & Conditions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

• Assignment: The Buyer may not assign or transfer its rights or obligations under these Terms & Conditions without the Supplier’s prior written consent.

• Governing language: These Terms & Conditions are issued in English, which shall prevail over any translation.