General Conditions of Sale Syngenta Seeds B.V.
These conditions apply to every offer and every agreement between Syngenta Seeds B.V. and a buyer, insofar as the parties have not explicitly deviated from one or more of these conditions.
some or all of the ordered Products); or (ii) any other written agreement between the Buyer and Syngenta; subject in either case to these Conditions which are applicable to the Contract. 2.2 Except for these Conditions, no terms and conditions which the Buyer purports to apply under any early order, purchase order, confirmation of order, specification or similar document will form part of the Contract. 2.3 The Buyer shall state in writing in its order and/or at Syngenta first request the data, specifications and documents legally required in the country of delivery, of, among others, the following: invoicing; - phytosanitary requirements; - international certificates; - other import documents or import declarations. 2.4 All orders which are placed with Syngenta through Syngenta’s electronic ordering system are equally subject to these Conditions, as well as any further specific terms and conditions which may be posted within and/or are downloadable from such system. 2.5 Syngenta reserves the right to amend these Conditions from time to time. 2.6 No order which Syngenta has confirmed in accordance with Condition 2.1(i) can be cancelled by the Buyer except with Syngenta’s written agreement. 2.7 If Products ordered under the Contract have not yet been delivered or paid for, Syngenta may terminate the Contract immediately by notice in writing to the Buyer if an Insolvency Event or Change of Control occurs in relation to the Buyer. 3. Delivery 3.1 Any dates specified by Syngenta for Delivery of the Products are approximate only and do not constitute a deadline. 3.2 The quantity of any shipment of Products as recorded by Syngenta or its (sub-)contractor upon dispatch from Syngenta or its (sub-)contractor’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. 3.3 In the case of a non-delivery of the Products written notice of the non- delivery is given to the carrier and Syngenta by the Buyer within fourteen (14) days of the date when the Products should have been received. If the Buyer does not inform Syngenta and the carrier of the non-delivery within this period, the Buyer’s rights to hold Syngenta liable for the non-delivery will lapse. 3.4 Any liability of Syngenta for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit-note at the pro-rata Contract rate against any invoice raised and paid for such Products. 3.5 A signature of qualified acceptance on a carrier’s delivery note shall not be written notice to either the carrier or Syngenta for the purpose of these Conditions. 3.6 Syngenta is permitted to deliver the sold Products in instalments. If the Products are delivered in instalments, Syngenta has the right to invoice each partial delivery separately. 3.7 If the quantity mentioned in an order deviates from the standard quantity applied by Syngenta or a multiple thereof, Syngenta has the right to deliver the nearest higher quantity being, as applicable, the standard quantity applied by Syngenta or a multiple thereof. 3.8 Return deliveries, including the mutual exchange of seeds for pelleted seeds, are not permitted, unless agreed in advance between the parties in writing. 3.9 If for any reason: (i) production (including harvesting and processing) of any Products
1. Definitions For the purposes of these General Conditions of Sale, the following terms shall have the following meaning: “ Affiliate ” means, in relation to either Party, a company which controls, is controlled by, or is under common control with that Party. For purposes of this definition, “control” means possession, directly or indirectly, of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise. “ Buyer ” means the person or company whose order for the Products is accepted by Syngenta. “ Change of Control ” means the event that a legal entity not being the Buyer or a Buyer’s Affiliate, acquires or otherwise becomes able to Control the Buyer. “ Conditions ” means the standard conditions of sale set out in this document. “ Contract ” means the contract for the purchase and sale of the Products made between Syngenta and the Buyer. “ Delivery ” means the shipment FCA (Incoterms 2010) from Syngenta’s premises to the agreed delivery point, unless otherwise provided in the Contract. In case no delivery point has been agreed, Syngenta is entitled to nominate the delivery point. Delivery to plant raisers in the Netherlands shall take place postage paid, except for urgent and/or express delivery in which case the shipment costs shall be for the Buyer’s account. “ Insolvency Event ” means, in relation to the Buyer, any of the following circumstances: (i) if it is unable to pay its debts as they fall due or is declared bankrupt, (ii) if it ceases or threatens to cease carrying on all or substantially all of its business, otherwise than for the purposes of a solvent reconstruction or amalgamation, (iii) if any liquidator, receiver, administrator, custodian, trustee or administrative receiver is appointed over the whole or any material part of its undertaking, property or assets, (iv) if an order is made or resolution is passed for its winding up, otherwise than for the purposes of a solvent reconstruction or amalgamation, (v) if it applies for other measures of protection against its creditors under applicable bankruptcy or insolvency laws or (vi) if any event analogous to any of the foregoing occurs in any jurisdiction in which any of its assets are situated. “ Parties ” means Syngenta and the Buyer. “ Products ” means the products (including any instalments of the products or any parts of them) which Syngenta is to supply in accordance with the Contract, whose features and capacities are specifically described in the Contract. Products may include, without limitation, seeds, seedlings, rootstocks, cuttings, young plants and ornamental plants, for instance of the following crops: cereals, corn, sunflower, rapeseed, fodder beet, vegetable crops and flowers. “ Syngenta ” means the Syngenta entity that has agreed to supply the Products to the Buyer under the Contract. “ Syngenta Group ” means the Syngenta contracting entity, and/or any other company considered as a Syngenta Affiliate as per the definition given above. The latest International Seed Federation (I.S.F.) terms and definitions describing the reaction of plants to pests and pathogens and to abiotic stresses for the vegetable seed industry are hereby incorporated by reference. If Syngenta uses these terms in these General Conditions of Sale and any related statements, the definition of I.S.F. applies. 2. Orders 2.1 Syngenta shall sell and the Buyer shall purchase the Products in accordance with: (i) any written order of the Buyer which has unconditionally been confirmed by Syngenta (including, without limitation, by delivering
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