International Business Terms

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
FOR THE SEED AND PLANTING MATERIALS SECTOR

Drawn up by Kieft Seeds Holland and based on the General Terms and Conditions of Sale and Delivery for the Seed Trade and Planting

Materials Sector as drawn up by Plantum.

Article 1 Applicability

1.     These terms and conditions are applicable to each offer and each agreement between a member of the above Association, hereinafter mentioned the seller, and the buyer, to which the seller has declared these terms and conditions applicable, unless and in so far not expressly otherwise agreed.

2.     The International Seed Trade Federation Rules and Usage for the Trade in Seeds for Sowing Purposes apply to all agreements with and/or offers for sale addressed to buyers located outside the Seller’s country, except in so far as otherwise provided below.

Article 2 Offers and agreements

1.     Offers made by the seller are without engagement. An offer without engagement can be revoked up to three working days from receipt of its acceptance. Prices quoted in an offer are exclusive of sales taxes.

2.     The seller reserves the right to adjust his prices periodically. Any price quotation supersedes the former quotation as regards orders placed after the date of the quotation.

3.     If in an order the required quantity differs from seller’s standard packing unit or its multiple, seller will be free to supply the next higher quantity.

Article 3 Reservation of good crop and processing results

All deliveries are subject to the usual crop and processing results. In the event the seller makes a justified appeal to this reservation, seller is not obliged to deliver but will endeavor to deliver pro-rata quantities or comparable alternatives. in such case the buyer is not entitled to any compensation whatsoever.

Article 4 Supply

The prevailing Incoterms will be applicable. Delivery will take place on an ex works basis.

Article 5 Delivery time

The seller is bound to deliver at a reasonable time in conformity to the sowing or planting season after the agreement has been concluded. An agreed delivery time, however, is not a final term. In the event a delivery is overdue, the buyer shall inform the seller accordingly in writing and allow him a reasonable period to time to fulfill the agreement.

Article 6 Partial deliveries

Seller is allowed to effect partial deliveries of the products. This will not be applicable, however, if a partial delivery has no independent value. In the event of partial deliveries, the seller is entitled to invoice each delivery separately.

Article 7 Reservation of ownership

1.     The products delivered by the seller remain the property of the seller until the buyer has paid the purchase amount. The reservation of ownership is also extended to claims that the seller might obtain towards the buyer on account of the buyer’s failure to meet one or more of his obligations towards the seller.

2.     The products delivered by the seller, that fall under the reservation of ownership title of paragraph 1, may only be used or be sold for normal operational purposes. In the event of resale the buyer shall reserve title.

3.     Buyer is not permitted to pledge the products or to allow any other claim on them.

Article 8 Payment

1.     Payment is due at seller’s office within 60 days from invoice date. In exceeding this term the buyer is in default and owes interest to the seller on the overdue amount at the rate of 1% per month.

2.     In the event of liquidation, bankruptcy or suspension of payment of the buyer, payments fall due immediately and the seller is authorized to suspend or to cancel any agreement with the buyer, without prejudice to the seller’s right to seek compensation or any other legal remedy.

3.     If partial payments were agreed upon and the buyer fails in one term, the full remaining amount will fall due immediately and without further notice. The last sentence of art. 8 par. 1 will be applicable accordingly.

Article 9 Debt collection charges

If the buyer is defaulting on one or more of his obligations, then all cost for the debt collection, out of court or in court, are for buyer’s account.

Article 10 Liability

1.     The seller shall not be liable for any claim unless it is notified to the seller in accordance with art 12. The claim shall be documented in such a manner that it can be verified by the seller or a third party.

2.     The buyer is under a duty to mitigate any loss which he may claim from the seller.

3.     In the event of a justifiable and valid claim by the buyer, the seller shall only be liable for the maximum of the invoice value of the product under claim. The seller shall not in any event be liable for any consequential loss whatsoever.

4.     Seller accepts no liability whatsoever for any seed which has been repacked by the buyer.

Article 11 Use and Guarantee

1.     The Seller guarantees that the performances rendered will comply to the best of its ability with the relevant product specifications. However, the product specifications will not apply as a guarantee. If the goods delivered do not comply with the product specifications, the buyer will be informed. The Seller furthermore does not guarantee that the performances rendered will comply with the purpose to which they are put by the buyer.

2.     If the Seller has specified a germination capacity, it is based only on reproducible laboratory tests. No direct relationship may be assumed between the specified germination capacity and the emergence of the seed at the buyer. This specified germination capacity merely indicates the germination capacity at the time when and in the circumstances in which the test was performed. Emergence depends, among other things, on the location, cultivation measures and climate conditions at the buyer.

3.     Any and all guarantees on the part of the Seller will lapse if the buyer processes the goods or has them processed, repackages the goods or has them repackaged, or uses the goods incorrectly.

Article 12 Defects, complaint terms

1.     The buyer shall be deemed to have examined the products on, or as soon as possible after delivery to determine:

a.     whether the correct products have been delivered.

b.     whether the quantity of delivered products is in conformity to the agreement.

c.     whether the description of the delivered products is in conformity to the agreed quality standards or, if no quality standards were agreed upon, to usual standards.

2.     The buyer shall report in writing to the seller any alleged defects within 5 working days from delivery. The report shall make reference to lot number, delivery note and/or invoice of the seller.

3.     The buyer shall report latent defects in writing to the seller within 5 working days from discovery. The report shall make reference to lot number, delivery note and/or invoice of the seller.

4.     Unless the buyer gives notice of any defect within the stated periods, seller shall be relieved and discharged from all liability in respect of those deliveries.

5.     In case of a dispute about germination, varietal purity, trueness to type, genetically or technical purity remaining unsolved, either party may request an examination of the products by the Naktuinbouw (ISTA station), domiciliated at Roelofarendsveen, the Netherlands. The cost of such examination shall be borne by the party against which the station makes the finding. The finding of the Naktuinbouw will be binding to both parties, notwithstanding the right of parties concerned, to submit to the authorities referred to in article 15 any disputes about the consequences of this test result.

6.     When goods have been repacked by the buyer where the original Kieft packing has been removed, changed or damaged in any way, the buyer has no longer any right to claim.

Article 13 Provision of information

1.     Information provided by the Seller in any form whatsoever is without commitment. Descriptions, recommendations and illustrations in brochures and leaflets are based as closely as possible on experiences in tests and in practice. The Seller in no event accepts any liability, however, on the basis of such information for different results in the cultivated product. The buyer itself must determine whether the goods are suitable for the intended growth and/or can be used in the local conditions.

2.     In the information provided by the Seller, the term ‘immune’ means that the variety is not susceptible to a certain disease (immune is an absolute concept); the term ‘resistant’ refers to the plant’s ability to prevent or impede the development of a certain disease or certain forms of that disease; the term ‘tolerant’ refers to the plant’s ability to endure a certain disease or harmful environmental factor, with limited harmful effects on growth and production; the term ‘susceptible’ refers to the plant’s inability to impede or prevent the growth or development of a certain disease or harmful environmental factor.

Article 14 Force majeure

1.     By force majeure is understood circumstances beyond seller’s control hampering or blocking the fulfillment of the agreement. This will include, if an in so far such circumstances unreasonably hamper or block the fulfillment: strikes in other companies than that of the seller, wild strikes or political strikes in seller’s company, general deficiency of required raw material and/or other materials necessary for the fulfillment of the agreement, unforeseeable stagnation at suppliers and/or other third parties that seller depends on, and general transport problems.

2.     In the event of force majeure conditions occurring, the seller will inform the buyer as early as possible.

Article 15 Settlement of Disputes

1.     Unless the parties have agreed on arbitration in consultation, any disputes will be settled by the civil court that is competent in first instance in the place where the Seller has its registered office, unless another court is competent pursuant to the applicable mandatory rules of the law chosen in Article 16.

2.     In the event of a dispute the parties will, however, first try to reach a solution in consultation, or otherwise by means of mediation, before the parties submit the dispute to an arbitration tribunal or to the civil court.

3.     The Seller will at all times have the right to summon the buyer before the court that is competent by law or pursuant to the applicable international convention.

Article 16 Applicable law

All agreements between the seller and the buyer are subject to the law of the country of domicile of the seller. The “United Nations Convention on the International Sales of Goods” will be applicable if the seller and the buyer are not domiciled in the same country, except where inconsistent with these terms and conditions or if the law of the country of the seller prevails.

Furthermore the following conditions are applicable:

       I.  Quotations and prices

All quotations are given free of obligation; all the prices quoted are in Euro unless otherwise stated. Discount: please refer to page 1 The minimum quantity listed in the price list for each variety is the minimum order for that variety.
 

      II.  Delivery and transit risks

A.   When placing an order, the purchaser must state his name and address, the address where the goods are to be delivered, together with the state or country, and full instructions as to the required method of transport. If the latter is not indicated, then the supplier will use his best judgment in dispatching goods.

B.   The costs of permits, certificates, etc., and any other costs resulting from the delivery of the goods and the fulfillment of the contract of sales as required by the purchaser are for the purchaser’s account unless agreed otherwise.

C.   In case of returning any merchandise, after being authorized by supplier, a 15% restocking fee will be charged. This only in case the supplier cannot be held responsible for the cause of the return.

     III.  Seed treatment and packaging

A.   When, at the purchaser’s request, the goods are given a specific treatment, the costs of this treatment will be charged to the purchaser unless otherwise agreed.

B.   Goods shall be packed by the supplier in their standard packaging. Packaging and containers shall be charged to the purchaser unless otherwise agreed. Packaging and containers are non-returnable.

C.   All orders will be filled in bulk packaging unless special packaging instructions are given. If special packaging is requested, a packaging fee of €0.70 per packet will apply and additional time may be required to complete the order. Any package over 50,000 seeds is not subject to special packaging fees.
 

    IV.  Use of trademarks, symbols and other signs

Unless otherwise stated in a written agreement, the purchaser is forbidden to make use of trademarks, symbols and other signs used by the supplier to distinguish his goods from those of other firms or otherwise make use of similar trademarks or symbols. This does not hold for the merchandising of goods in the original packing which carries the supplier’s trademarks, symbols and other signs made by the supplier or with his consent.