Gaara Group for Agricultural Investment – Sales Terms & Conditions
1. General Provisions
The following terms and phrases carry the respective meanings associated with each:
Buyer: Refers to any individual, entity, company, or other organization that has requested or may request Products (as defined below) from the Seller (as defined below).
Seller: Means either (a) Gaara Group for Agricultural Investment S.A.E., an Egyptian joint-stock company established under Investment Law No. 72 of 2017, with Commercial Registration No. 159660 – Investment Cairo (hereinafter referred to as “Gaara”), or (b) any other Gaara-affiliated company authorized to sell products in Egypt.
Product: Any agricultural product sold by the Seller, whether manufactured by the Seller or supplied to the Seller by any supplier.
Supplier: Any local or international supplier, whether a natural or legal person, who supplies seeds or agricultural products to the Seller, whether exclusively or non-exclusively.
Purchase Order: Any order received by the Seller by any means from the Buyer specifying the type, quantity, and delivery date of a specific product.
Transaction: Any commercial agreement concluded by the Seller with a Buyer for the sale of a product.
Party/Parties: The contracting parties to the agreement.
Contract: The final and binding agreement for the sale and purchase of products between the Seller and the Buyer, as documented in the Seller’s final offer, price quotation, or as practically executed by the Seller. Any prior offers, statements, clarifications, or terms shall not be binding unless included in this Contract.
Published Information: Any information provided by the Seller, Supplier, or third party, whether printed on product packaging, displayed on websites, or communicated through any form of advertisement.
Seller’s Premises: Refers to Gaara’s head office located at Building No. 12, Investors Land 10A, Katameya, Cairo Governorate, Arab Republic of Egypt.
These sales terms and conditions are incorporated into the Contract and shall override any Buyer-specific terms unless explicitly agreed in writing by the Seller. The Seller’s failure to enforce any of its rights under the Contract at any time shall not be considered a waiver of such rights.
2. Contract Formation
Receipt of a purchase order by the Seller through any means constitutes an offer from the other party. The Seller reserves the right to accept or reject such offers. Acceptance may be expressed in writing or implied through the initiation of supply activities in accordance with these terms.
The contract becomes binding upon the Seller’s acceptance. Purchase orders cannot be canceled or postponed without the Seller’s prior written consent.
Only the Seller may reject an offer received, whether explicitly or implicitly.
3. Prices and Quotations
Product prices are set by the Seller and include applicable fees but exclude taxes. Price quotations issued by the Seller shall remain valid for the duration specified or, if unspecified, for seven (7) days.
4. Payment
Unless agreed otherwise in writing, the Buyer must pay the full purchase price without deduction:
(a) No later than thirty (30) days from the invoice date, in the invoiced currency.
(b) By cash, electronic funds transfer, or cheque drawn on the Buyer’s main operating bank.
In the event of delayed payment, the Seller reserves the right to:
(a) Suspend deliveries and/or cancel outstanding obligations.
(b) Impose a late payment fee of 0.5% per month on the invoiced amount.
(c) In installment agreements, failure to pay any two (2) consecutive installments shall render the entire amount due and payable without notice or legal action.
5. Product Quality
The Seller does not perform technical inspections on products purchased from suppliers.
Product inspection is limited to procedures by competent local or international authorities to ensure compliance with applicable laws.
6. Packaging
The product’s current packaging shall apply to all transactions.
Any changes to the packaging require the Seller’s prior written approval.
The Seller may, at its discretion, modify the packaging at any time.
7. Delivery Date
Any specified delivery dates are approximate. The Seller shall deliver within a reasonable period aligned with the planting season.
If no delivery location is agreed upon, delivery shall occur at the Seller’s designated location.
In case of delay, the Buyer must notify the Seller to agree on a final delivery date.
Partial deliveries and invoicing are permitted.
Failure by the Buyer to receive the product within a reasonable time after notice of readiness, or delay caused by the Buyer, grants the Seller the right to dispose of or store the product at the Buyer’s expense.
If products are delivered in returnable containers, they must be returned at the Buyer’s cost and in good condition if requested by the Seller.
Ownership of the containers remains with the Seller. If not returned properly, the Seller may invoice the Buyer for full replacement value.
8. Complaints and Returns
The Buyer must notify the Seller in writing of any defect within seven days of actual delivery, as per clauses 9.1 and 9.2 regarding quality and quantity.
The notice must include the quantity of non-germinating seeds, planting conditions, and samples of ungerminated seeds, along with the original purchase invoice.
The Seller has the right to analyze the seeds through approved labs to determine genetic identity and germination quality. The lab results shall be binding on both parties.
If it is proven that the seeds are defective, the Seller may either refund the purchase price or replace the product.
Failure to notify within seven days releases the Seller from any responsibility.
9. Limitation of Liability
Each seed sold is intended to produce one plant of the same variety.
The Seller is not responsible for the cultivation of the product beyond the sprouting stage.
The Seller does not guarantee post-sprout performance or hidden defects after that point.
The Seller’s liability shall not exceed the product’s purchase price.
The Seller is not liable for defects resulting from analysis, reproduction, treatment, repackaging, or integration of the product by the Buyer or third party.
If the Buyer resells the product, they must inform customers of these terms; otherwise, the Buyer bears full liability.
Seeds must be planted within one year from the official inspection date, stored in their original packaging in proper conditions.
The Seller is not liable for quality changes due to improper storage or delayed usage.
10. Product Use
Same conditions as above regarding storage, planting within one year, and Seller’s liability limitations.
11. Information Provisions
All product quality information is based solely on controlled scientific trials under ideal conditions. Actual results may differ, and the Seller is not liable for such variations.
Descriptions such as:
- Immune: Variety does not contract a specific disease.
- Resistant: Can generally overcome disease growth.
- Tolerant: May withstand disease with signs of stress.
- Not Immune: Cannot overcome certain diseases.
12. Intellectual Property
All intellectual property rights related to the product remain the property of the Seller or its licensors.
13. Insolvency
If the Buyer becomes insolvent, bankrupt, or subject to liquidation, the Seller may terminate the contract immediately without notice or liability.
14. Assignment – Subcontracting
The Seller may assign or transfer its rights and obligations, wholly or partially, to affiliates or third parties.
The Buyer may not assign its rights without the Seller’s prior written consent.
The Seller may subcontract parts of the work while remaining liable.
15. Force Majeure
Neither party is liable for failure to perform due to circumstances beyond control (e.g., illness, pandemics, strikes, fires, floods, wars, sabotage, terrorism, etc.).
If such conditions last over one (1) month, either party may terminate the contract.
Both parties acknowledge that COVID-19 and related regulations may impact delivery times and prices. The Seller may adjust schedules or costs accordingly.
16. Dispute Resolution
Any dispute arising from or related to transactions governed by these terms shall be settled by arbitration at the Cairo Regional Centre for International Commercial Arbitration (CRCICA), in Cairo, Egypt.
There shall be three arbitrators, and the language of arbitration shall be English.
17. Governing Law
This contract is governed by and interpreted in accordance with the laws of the Arab Republic of Egypt.