1. Acceptance of Terms
These Terms and Conditions apply to all sales of plant material by Maua Mazuri Tissue Culture Products Ltd (“Seller”).
By signing any invoice, delivery note, or by accepting delivery of plant material, the Buyer confirms full acceptance of these Terms and Conditions.

2. Governing Law
These Terms shall be governed by the laws of the United Republic of Tanzania.
Any disputes shall be subject to the exclusive jurisdiction of Tanzanian courts. The prevailing party shall be entitled to recover reasonable legal fees and costs.

3. Limited Warranty
At the time of delivery, Seller warrants that:
* Plant material corresponds to the agreed variety and cultivar
* Plant material is alive and in good physiological condition
* Plant material is free from visible pests and diseases
When properly handled and planted under standard agronomic practices, plant material is expected to establish and grow for up to four (4) months under normal conditions.

4. Disclaimer of Warranties
Except as expressly stated above:
* All plant material is sold “as is” and “with all faults”
* Seller disclaims all implied warranties, including:
* merchantability
* fitness for a particular purpose
* productivity or yield
Plant performance depends on factors outside Seller’s control, including weather, soil conditions, and farming practices. Buyer assumes all such risks.

5. Claims and Remedies
5.1 Inspection and Notification
Buyer must inspect all plant material immediately upon delivery.
* Claims for visible defects, shortages, or specification issues must be made within 3 days
* Claims related to plant establishment must be made within 30 days, supported by documentation
Failure to notify within these periods constitutes acceptance of the plant material.

5.2 Remedy
In the event of a valid claim, Seller’s sole obligation shall be:
* Replacement of plant material, or
* Credit toward future purchases
No cash refunds shall be issued.

5.3 Limitation of Liability
Seller’s total liability shall not exceed:
150% of the original quantity of plant material supplied
Seller shall not be liable for:
* loss of yield or profits
* labor or land preparation costs
* indirect or consequential damages

5.4 Conditions for Claims
Claims are valid only if:
* Plant material was handled and planted according to Seller’s guidelines
* Standard agronomic practices were followed
Seller reserves the right to inspect planting sites before approving claims.

5.5 Exclusions
No claims will be accepted for losses caused by:
* weather or environmental conditions
* pests or disease after delivery
* improper handling, storage, or delayed planting

6. Variety Verification
Buyer must verify variety, labeling, and quantities at delivery.
* Claims for incorrect variety must be submitted within 3 days of delivery
* No claims shall be accepted after this period
* Seller shall have no liability for incorrect variety once plants have been planted
Remedies are limited to replacement or credit, subject to the liability cap above.

7. Risk of Loss
Risk of loss transfers to Buyer upon:
* delivery to Buyer, or
* delivery to an independent carrier
Buyer remains responsible for payment after this point.

8. Payment Terms
Unless otherwise agreed in writing:
* 50% deposit required to confirm order
* 50% balance due prior to or upon delivery
Late payments incur interest of:
1.5% per month (18% per annum)
Seller reserves the right to suspend deliveries for overdue accounts.

9. Deposits and Cancellations
* Deposits are refundable if Seller is unable to supply
* Buyer cancellations:
* More than 6 months before delivery → full refund
* Less than 6 months before delivery → deposit forfeited
Pre-production orders are non-cancellable.

10. Delivery and Costs
Buyer is responsible for:
* transport and logistics
* packing and handling
* inspection and certification fees
Delivery timelines are estimates and not guaranteed.

11. Product Specifications
Plant sizes are approximate. Seller reserves the right to substitute sizes with appropriate price adjustments where necessary.

12. Intellectual Property
Buyer is granted a limited, non-exclusive right to grow and sell crops derived from the plant material.
Propagation or reproduction of plant material is not permitted without prior written consent.

13. Force Majeure
Seller shall not be liable for failure to perform due to events beyond its reasonable control, including:
* adverse weather
* disease outbreaks
* transport disruptions
* regulatory restrictions
Seller may suspend or cancel affected orders without liability.

14. Entire Agreement
These Terms constitute the entire agreement between Seller and Buyer and supersede all prior discussions or representations.

15. Severability
If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Delivery Quality Control (QC) Checklist
At delivery, Buyer is expected to verify the following:
* Correct variety and labeling
* Correct quantities
* Plants are alive and in good condition
* No visible pests or disease
* Packaging and transport condition acceptable
Acceptance of delivery confirms that the Buyer has completed this inspection.