GENERAL TERMS & CONDITIONS
GENERAL TERMS & CONDITIONS
General Terms and Conditions
12. USAGE AND GUARANTEE 12.1. The Seller guarantees that the goods it is to deliver shall meet the specifications for these goods as much as possible. No guarantees apply to the product specifications. 12.2. The goods delivered by the Seller are exclusively intended for the growing of crops intended for human or animal usage and/or consumption. The Buyer explicitly acknowledges that the degree of growth of the crops resulting from and/or bred from the purchased goods, even if of the highest quality, depends to a decisive extent on the cultivation method, weather and soil conditions and the Buyer’s knowledge. 12.3.Any guarantee of the Seller shall be cancelled if the Buyer processes the delivered goods or has them processed, treats the goods or has them treated, re-packs the goods or has them re-packed, or incorrectly uses and/or stores the goods and/or has them used and/or stored in an incorrect manner. 13. DEFECTS; COMPLAINT TERMS 13.1. The Buyer shall inspect the purchased goods upon delivery – or as soon thereafter as possible. The Buyer shall verify whether the delivered goods are in compliance with the agreement, namely: - whether the correct goods have been delivered; - whether the quantity of the delivered goods complies with that agreed; - whether the delivered goods meet the agreed quality requirements or – if there are no such requirements – the requirements that can be expected for ordinary use and/or trade purposes. 13.2. If any visible defects or shortcomings are established, the Buyer shall report them to the Seller within 5 working days after delivery in writing, stating the consignment, consignment note and/or invoice data. 13.3.The Buyer shall report any invisible defects to the Seller in writing, stating the consignment, consignment note and/or invoice data within 5 working days and/or after the time at which the Buyer could reasonably have discovered them. 13.4. If the Buyer does not report the defects within the above-mentioned terms, the Buyer’s complaint will not be dealt with and its rights will become void. 13.5. In the event of a lasting dispute between the parties with regard to the germinative capacity, the pedigree, the purity of the race and technical purity, a (re) inspection can be carried out by the NAK Tuinbouw, which has its offices in Roelofarendsveen, the Netherlands, at the request of one of the parties, for the account of the party found to be in error. The results of this (re) inspection shall be binding for both parties, without prejudice to the parties’ right to submit disputes regarding the consequences of such results to the institutions mentioned in Article 20. 14. CULTIVATION ADVICE The cultivation advice given by the Seller is without engagement. The Seller shall under no circumstances be liable for any deviating results in the cultivated product on the grounds of the cultivation advice given. The Buyer itself shall assess whether the goods and/or advice is suitable for application to the envisaged cultivation, respectively under the local conditions. 15. FORCE MAJEURE 15.1. The term force majeure shall be taken to mean the circumstances that obstruct the fulfilment of the agreement and which cannot be attributed to the Seller. These shall include, if and to the extent these circumstances render such fulfilment impossible or unreasonably difficult: strikes at other companies than that of the Seller, wildcat strikes or political strikes at the Seller’s company, a general lack of required raw materials and other goods or services required for the agreed performance, unforeseeable delays in the supply from suppliers or other third parties on which the Seller is dependent and general transport problems. 15.2.The Seller shall notify the Buyer as soon as possible if the Seller is unable to deliver or unable to deliver in a timely manner due to force majeure. 15.3. If the situation of force majeure continues for more than two months, both parties shall have the right to dissolve the agreement. In such instances the Seller shall not be liable to pay any damages.
8.2. Goods delivered by the Seller, covered by the retention of title pursuant to Paragraph 1 can only be resold or used in the framework of ordinary business operations. In the event that they are resold the Buyer shall both require from its buyers a retention of title described Sub Paragraph 1 and, to ensure by means of a perpetual clause to be imposed, that third parties undertake to immediately send the Seller the records of consignment numbers of the goods and the products resulting from them, so that all the delivered goods can be traced to third parties. 8.3. The Buyer is not permitted to pledge the goods or to vest any other right in them. 8.4. The Buyer shall pay the costs to be incurred by the Seller in this context. 9. PAYMENT 9.1. Payments shall be made within 30 days after the invoice date at the Seller’s offices. After this term has lapsed the Buyer is in default. In the event of late payment for deliveries made in the Netherlands, the Buyer shall pay 1% interest per month or per part of a month on the payable amount as of the time at which the Buyer is in default. In the event of late payment for deliveries outside the Netherlands, the Buyer shall pay 1½ % per month on the invoice amount. In the event of the Buyer’s default, the Seller has the right to charge any exchange rate loss incurred as a result to the Buyer’s account. 9.2. In the event of the Buyer’s liquidation, bankruptcy or suspension of payments, the payments owed by the Buyer shall be immediately payable and the Seller shall have the right to suspend the further execution of the agreement, and/ or to dissolve the agreement, all this without prejudice to the Seller’s right to claim damages. 9.3. If payment in instalments has been agreed, the entire remaining amount shall be immediately payable without any notice of default being required, in the event of late payment of an instalment. The stipulations of the last three sentences of Article 9, Paragraph 1, shall apply by analogy. 9.4. The Buyer is not permitted to set off any amount against the purchase price to be paid pursuant to a claim from the Buyer on the Seller or to compensate or suspend the payment of the price in any other way. 9.5. The Seller reserves the right not to carry out orders if previous deliveries have not been paid by the Buyer within the agreed payment term. The Seller is not responsible for any damage to the Buyer as a consequence of such non- delivery. 10. COLLECTION COSTS If the Buyer is in default with regard to one or more of its obligations, all extra judicial collection costs incurred to obtain payment as well as judicial costs shall be for the Buyer’s account, with a minimum of 15% of the invoice amount. 11. LIABILITY 11.1. The Seller is not responsible for any damage as a consequence of any defect in the delivered goods. If the Buyer claims a defect in the delivered goods, the Buyer shall lodge a complaint in compliance with Article 13. The complaint must be described in such a way that it can be verified by the Seller or a third party. 11.2. The Buyer undertakes to limit the damage for which the Buyer lodges a complaint with the Seller as much as possible. 11.3. In the event of a justified and valid complaint from the Buyer, the Seller’s liability shall be limited to the invoice value of the goods, excluding VAT, unless there is gross negligence or intention on the part of the Seller and/or its Buyers. The Seller shall at any rate never be liable for any form of indirect damage to the Buyer, including, but not limited to indirect and/or consequential damage or loss of profit. The Seller shall furthermore at any rate not be liable for damage caused by the alleged delays in the delivery of the goods. 11.4. Any possible damage claim pursuant to these General Terms and Conditions shall be precluded by the lapse of time if and as soon as one year has lapsed after the delivery of the goods concerned, if such claim has not been submitted to the Seller in writing and sent by registered letter.
Of SYNGENTA SEEDS B.V., with offices in Enkhuizen, for the sale and delivery of parent material or ornamental plant culture products and vegetable crops.
4.5. The Buyer shall take due care of these tray(s) and pallet(s) until they are collected by the Seller. The parties shall make agreements with regard to the frequency with which the tray(s) and/or pallet(s) are collected by the Seller. If these tray(s) and/or pallet(s) are lost or damaged by or at the Buyer’s, in the Seller’s opinion, the Buyer shall be liable to pay to the Seller an amount of € 5 per tray and € 12.50 per pallet. The Buyer shall store the tray(s) and/or pallet(s) in such manner that the Seller can collect them in a normal manner. The Buyer shall ensure that the tray(s) and/or pallet(s) are clean. In order to guarantee property rights the trays are individually numbered and registered by means of a barcode. The Buyer is not permitted to remove or otherwise render illegible this barcode on penalty of an immediately payable fine of € 1 per tray, without prejudice to the Seller’s right to claim a higher amount in damages from the Buyer. 4.6. The Buyer is not permitted to continue to use the tray(s) and/or pallet(s), or to let them be used by third parties, unless explicitly agreed otherwise in writing. 5. DELIVERY TIME The Seller undertakes to deliver within a reasonable term, in accordance with the sowing or planting season after the sale contract has been concluded. An agreed delivery time does not constitute a deadline. In the event of late delivery the Buyer shall put the Seller in default in writing and grant the Seller a reasonable term to comply with the agreement. 6. PARTIAL DELIVERY AND RETURN 6.1. The Seller is permitted to deliver the sold products in instalments. This shall not apply if a partial delivery has no independent value. If the products are delivered in instalments, the Seller has the right to invoice each partial delivery separately. 6.2. Return deliveries, including the mutual exchange of seeds for pelleted seeds, are not permitted, unless agreed in advance between the parties in writing. For fungicide coated seeds and pelleted seeds, this shall take place within four months after delivery, for insecticide coated and/or primed seeds and/ or primed pelleted seeds, a term of 2 months after delivery shall apply. In all cases, the packaging shall be unopened and undamaged. Returning over 10% of the total quantity of delivered seeds per species shall not be accepted. 6.3. Return consignments received by the Seller in accordance with Article 6.2 shall be settled with the Buyer in compliance with the following: - return consignments received within two months after delivery: 90% of the relevant invoice amount; - return consignments received within two to three months after delivery: 75% of the relevant invoice amount; - return consignments received between three to four months after delivery: 50% of the relevant invoice amount. Return consignments received by the Seller after four months or more following delivery are not accepted. 7. PROCESSING AND PACKAGING 7.1. If the Buyer requires a special treatment for the products the related costs shall be for the Buyer’s account. 7.2. The products will be packed in the Seller’s packaging. The costs of this packing and the packaging shall be for the Buyer’s account. The packing and packaging shall not be taken back, except in the event that the stipulations of Article 4.5 apply. 8. RETENTION OF TITLE 8.1. The goods delivered by the Seller shall remain the Seller’s property and the Seller will also become the owner of the products resulting from the goods until the Buyer has paid the purchase price and the Buyer has fully fulfilled all of its other obligations, arising from whatever reason, towards the Seller. The above stipulations of Paragraph 1 shall apply irrespective of the manner in which the delivered goods or the products resulting from them have been planted and/or connected to a medium and/or substrate.
1. APPLICABILITY OF THESE TERMS AND CONDITIONS 1.1. These terms and conditions shall apply to any offer or agreement between Syngenta Seeds B.V., hereinafter to be referred to as the Seller, and any buyer, insofar as the parties have not explicitly deviated from one or more of these terms and conditions. 1.2. For vegetatively reproduced ornamental plant culture products for which plant breeder’s rights have been applied for and/or granted, only non- recurring flower or plant production is allowed. The Buyer shall also impose this clause on its buyers as a perpetual clause. Violations shall result in an immediately payable penalty of € 1.00 per reproduced flower or plant. The Seller shall retain its right as a licence holder to recover the actually incurred damage from the violating party. The Seller and/or its authorised party is permitted to enter the Buyer’s premises without obstruction to inspect the flower and plant production and to appoint an independent third party to inspect the Buyer’s books. The Buyer shall cooperate with such inspections. 2. QUOTATIONS, PRICES AND ORDER DOCUMENTATION 2.1. The Seller’s quotations are without engagement. A quotation without engagement can be revoked until three days after its acceptance has been received. The prices mentioned in a quotation are excluding VAT and further costs to be paid by the Buyer, including, among others, packaging costs, quality assurance costs and/or phytosanitary inspections, import duties, government and other regulatory levies, as well as plant breeder’s rights fees and any other fees. Prices are expressed in Euros. 2.2. The Seller reserves the right to modify its prices periodically and in the interim. Each new price listing shall cancel the previous price with regard to orders placed after such new price listing. 2.3. If the quantity mentioned in an order deviates from the standard quantity applied by the Seller or is a multiple thereof, the Seller has the right to deliver the next higher quantity. 2.4. Listed weights and quantities are net. 2.5. The Buyer shall state in writing on its order and/or at the Seller’s 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. 3. HARVESTING AND PROCESSING CONDITIONS Deliveries shall take place under the usual harvesting and processing conditions. If the Seller makes a justified appeal to the harvesting or processing conditions, the Seller shall not be under an obligation to deliver, but shall, if possible, try to deliver in proportion to the ordered quantity or similar alternatives. If the Seller invokes this restriction the Buyer shall not be entitled to any damages. 4. DELIVERY 4.1. The Incoterms in force at the time the agreement is concluded shall apply to the agreement. Delivery in the Netherlands to parties other than plant breeders as well as deliveries outside the Netherlands shall be FCA Seller. 4.2. Notwithstanding Paragraph 1, delivery to plant breeders 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. 4.3. If no agreements have been made between the Buyer and the Seller about shipment, the Seller shall have the right to ship the consignment in the manner it deems best. The shipment is entirely for the Buyer’s risk. Any additional costs as a consequence of the Buyer’s special transport and/or packaging requirements shall be charged to the Buyer’s account. 4.4. Young ornamental plants are delivered in a special (design copyrighted) tray(s) and, depending on the quantity, loaded on a pallet(s) which shall both remain the Seller’s property. The Buyer acknowledges the Seller’s is design and property right and undertakes to act in compliance with this right.
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