Wholesale Floriculture Agreement

Wholesale Floriculture Agreement

This Wholesale Floriculture Agreement ("Agreement") is made and entered into as of by and between:

Seller: , a business organized at .

Buyer: , a business organized at .

WHEREAS

WHEREAS, Seller is engaged in growing, cultivating and supplying floral plants, cut flowers, potted plants and related horticultural products and possesses the necessary facilities, licenses and certifications to supply such products to wholesale purchasers; and

WHEREAS, Buyer purchases wholesale floriculture products for resale, distribution or retail and desires to purchase such products from Seller under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, delivery, payment, quality and other commercial terms governing their wholesale relationship.

1. Scope of Work

1.1 Products and Specifications. Seller shall supply the goods described in individual purchase orders issued by Buyer and accepted by Seller. Each accepted purchase order shall reference (a) product type, cultivar, grade, stem count or pot size, (b) quantity, (c) delivery date and location, and (d) packaging and labeling requirements.

2. Delivery, Title and Risk of Loss

2.1 Delivery Terms. Except as otherwise agreed in a confirmed purchase order, delivery shall be FCA (Seller's facility) or as otherwise specified. Delivery schedule and INCOTERMS shall be set forth in each purchase order. Buyer shall accept delivery during normal business hours unless otherwise agreed.

2.2 Title and Risk of Loss. Title to and risk of loss for Products pass to Buyer upon delivery to the carrier at Seller's shipping point unless otherwise agreed in writing. Seller shall pack, label and palletize Products in accordance with Buyer’s reasonable instructions and customary industry practice.

3. Inspection and Acceptance

3.1 Inspection. Buyer shall inspect Products promptly upon receipt. Buyer must notify Seller in writing of any nonconformity, shortage, damage or rejection within calendar days of receipt, specifying the nature of the claim and providing reasonable evidence where practicable.

3.2 Remedies. If Products are proven nonconforming, Seller will, at its option, promptly replace or credit the nonconforming Products, or refund the purchase price for those Products. Buyer's remedies are exclusive and limited as set forth herein.

4. Payment Terms

4.1 Price. Prices for Products shall be as set forth in accepted purchase orders. The base price for the initial term of this Agreement is per specified unit as set in the applicable purchase order.

4.2 Invoicing. Seller will invoice Buyer on shipment. Invoices shall include purchase order number, product codes, quantities, unit prices, and freight terms. Disputed items must be identified in writing within the payment period; undisputed portions remain payable.

5. Term and Termination

5.1 Term. This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

5.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice, or immediately for nonpayment or insolvency.

6. Confidentiality

6.1 Confidential Information. "Confidential Information" means non‑public information disclosed by one party to the other that is designated as confidential or that by its nature should reasonably be understood to be confidential, including grower practices, pricing, customer lists and proprietary propagation techniques.

6.2 Obligations. The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality no less protective than this Agreement, and (c) employ reasonable measures to protect confidentiality.

7. Compliance; Phytosanitary and Quality Warranties

7.1 Compliance. Seller represents that it will comply with applicable local, state and federal laws, regulations and industry standards applicable to cultivation, handling and export of floriculture products, including phytosanitary and pesticide use requirements.

7.2 Warranty. Seller warrants that Products delivered under this Agreement will substantially conform to the agreed specifications and be free from pests and diseases at time of shipment. EXCEPT FOR THE FOREGOING WARRANTY, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification and Limitation of Liability

8.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from claims, damages, liabilities and expenses arising from its negligent acts, willful misconduct or breach of this Agreement, subject to the limitations below.

8.2 Limitation. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO SELLER UNDER THE RELEVANT PURCHASE ORDER.

9. Force Majeure

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including weather events, natural disasters, disease outbreaks affecting crops, strikes, transportation disruptions, governmental actions, or other force majeure events. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate effects.

10. Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized courier, or email with delivery confirmation.

11. Assignment; Relationship of Parties

Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other, except that Seller may assign to an affiliate or in connection with a sale of substantially all of its business. The parties are independent contractors; nothing in this Agreement creates a joint venture, partnership, or agency relationship unless expressly stated.

12. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation and, if unsuccessful, to submit disputes to binding arbitration in the agreed forum.

13. Entire Agreement; Amendments

This Agreement, together with accepted purchase orders and any written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements. This Agreement may be amended only by a written instrument signed by both parties.

14. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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