plant breeder’s rights have been applied for and/or granted, only non-recurring flower or plant production is allowed. Violations shall result in an immediately payable penalty of € 1.00 per reproduced flower or plant. Besides the penalty Syngenta shall retain its right as a licence holder to recover the actually incurred damage from the violating party. Buyer further agrees not to remove the bag-tag and/or labelling from the Products’ packages and or labelling. 6.2 The Buyer shall impose no less stringent restrictions than the restrictions mentioned in this Condition 6 upon its own buyers. 7. Access to Premises The Buyer shall, if requested, give Syngenta, its agents, employees and Affiliates access to its premises where the Products are located at any time to enable Syngenta to inspect the usage of such Products. Syngenta shall notify the Buyer of its visit in a timely manner. 8. Packaging and Traceability of Products; use of Trademarks, Signs and Other Indications 8.1 Use of trademarks, signs and other indications . All of the trademarks, service marks and logos displayed on the Products, in the Contract and/or in any document or website referenced by them (the “Trademarks”) are registered and unregistered trademarks of the Syngenta Group, or third parties who have licensed their trademarks to the Syngenta Group. Buyer shall not reproduce, display or otherwise use any Trademarks without Syngenta’s prior written permission. Unless agreed otherwise in writing, the Buyer is not permitted to use Trademarks, signs and other marks used by Syngenta, for its own products or services, nor to suggest a (direct or indirect) commercial connection with the Syngenta Group, with the exception of trading the Products in their original packaging on which Trademarks, signs and other marks have been applied by Syngenta. If the delivered Products are resold, this restriction shall also be imposed upon the Buyer’s own buyer and to any subsequent buyers. 8.2 Packaging . The Buyer shall not change or remove the Trademarks (including, without limitation, corporate or trade names and labels, any bag tag, or any indication of any intellectual property right of any nature whatsoever belonging to Syngenta), from the packaging of the Products, unless with prior written permission by Syngenta. 8.3 Traceability . The Buyer hereby acknowledges that any marketing of a Product on which any of the label, batch number, bag tag or sell-by date have been removed, erased or altered, represents a serious breach of these Conditions and of the Contract. Such breach shall entitle Syngenta in its sole discretion to terminate the Contract immediately without any compensation whatsoever in Buyer’s favor. In such a case, the Buyer shall bear all the legal, financial and judicial consequences which may arise therefrom, at its sole expense and risk. 9. Plant Breeders’ Rights and Other Intellectual Property Rights 9.1 The Buyer shall comply with the restrictions and limitations imposed on the Products by the UPOV Convention and its national implementations which are hereby incorporated by reference, and when applicable Council Regulation No 2100/94 of 27 July 1994 on Community plant variety rights , which are also hereby incorporated by reference. 9.2 Products protected by a breeder’s right applied for or granted in the Netherlands or any other country or by a contractual transfer provision may not be used to further reproduce the variety. 9.3 Buyer shall comply with these additional obligations: (i) If the Buyer finds a mutant in the Products, the Buyer shall report this immediately to Syngenta by registered letter, and shall make available to Syngenta materials of the mutant for testing purposes and for any other purposes without charge. Furthermore, if the Buyer maintains the mutant, Syngenta has the right to request from the Buyer, within a period of two (2) years after the detection of the mutant, materials of the mutant for testing purposes and for any other purposes without charge. The Buyer shall ensure that this Condition 9.3(i) also applies to its customers, who shall then exercise their reporting obligation to the Buyer. (ii) The Buyer shall indemnify Syngenta for any damages Syngenta has incurred as a result of any violation by the Buyer of Syngenta’s plant breeder’s rights or other intellectual property rights. (iii) The Buyer undertakes to fully cooperate as desired by Syngenta, including cooperating with the collection of evidence, in the event that Syngenta is engaged in legal proceedings with regard to plant breeder’s rights or other intellectual property rights. (iv) The Buyer shall report all sales of Products as may be required by relevant royalty collecting agencies administering rights in the Products. If the Buyer is a licensee of Syngenta the Buyer shall ensure that its sub-licensees, where relevant, also comply with this Condition 9.3(iv). 10. Statement Related to Genetically Modified Organisms All the Products currently sold by Syngenta in Europe, Africa and the Middle East have been bred by conventional plant breeding methods and with parent components that have not been genetically modified, without using genetic modification techniques leading to genetically modified organisms as defined in Directive 2001/18/EC on the deliberate release into the environment of genetically modified organisms. The methods and processes used in the development and maintenance of those varieties are aimed to achieve high purity standards and minimizing the risk of off-types or adventitious presence of other plant material, including genetically modified material, as defined by the applicable laws or regulations. Seed production has been carried out in accordance with existing requirements related to marketing of varieties and seed production rules including specified isolation distances. The Buyer acknowledges that, although unlikely, the risk of adventitious presence of genetically modified organisms cannot however be totally excludedd. 11. Warranty 11.1 Syngenta shall make its best efforts for the Products to conform to their specifications and labels as much as possible, provided that they are handled by the Buyer with utmost care. No guarantees apply to the product specifications.
4.2 The price of the Products is exclusive of any value added tax or any other applicable tax (which the Buyer shall pay in addition when it is due to pay for the Products) and further costs to be paid by the Buyer, including amongst others, packaging cost, quality assurance costs and/or phytosanitary inspections, import duties, government and other regulatory levies, and any other fees. Prices are expressed in Euros and shall be paid in Euros, unless otherwise indicated in the invoice. 4.3 Syngenta shall invoice the Buyer for the price of the Products. Syngenta shall determine the date of issuing such invoice in compliance with relevant local regulations. 4.4 Each invoice for the price of the Products will be paid within 30 days after the invoice date at Syngenta’s offices or by deposit or transfer into a bank account indicated by Syngenta. 4.5 The Buyer shall make all payments due under the Contract without any deduction whether by way of set off, counterclaim or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Syngenta to the Buyer. 4.6 If the Buyer fails to make any payment under the Contract on the due date (without any prejudice to its other rights or remedies), the Buyer is in default. In the event of late payment for deliveries made in the Netherlands, the Buyer shall pay 1% of the interest per month or per part of a month on the invoice 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 1.5 % per month or per part of a month on the invoice amount as of the time at which the Buyer is in default. In the event of the Buyer’s defaults, Syngenta has the right to charge any exchange rate loss incurred as a result to the Buyer’s account. 4.7 If payment in instalments has been agreed, the entire remaining amount shall be immediately payable, in the event of late payment of an instalment. The stipulations of Condition 4.6, shall apply by analogy. 4.8 Without prejudice to its other rights and remedies, Syngenta shall have the right to immediately cancel any orders accepted by Syngenta, or to delay the delivery of Products ordered therein, if the Buyer’s account with the Syngenta Group shows that the Buyer is overdue in paying any Syngenta invoices. 4.9 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 the invoice amount 4.10 Syngenta reserves the right to not carry out, or no longer carry out, orders or agreements if previous deliveries have not been paid for by the Buyer or the Buyer has not fulfilled or it’s at risk of not fulfilling his obligations to Syngenta. The Buyer is required to pay the damage suffered by Syngenta due to this. Syngenta is not responsible for any damage suffered by the Buyer as a result of not carrying out orders. 4.11 If there is any doubt at Syngenta’s discretion regarding the ability of the Buyer to pay, Syngenta will be entitled to defer performances until the Buyer has provided surety for the payment. If the Buyer has not provided surety for the payment within fourteen (14) days after being requested to do so, Syngenta is entitled to terminate the agreement by cancellation. In this case the Buyer will be liable for expenses incurred by Syngenta. 5. Property and Risk 5.1 Ownership of the Products shall only be transferred to the Buyer once they have been fully paid for and the Buyer has fulfilled all of its other obligations towards Syngenta. Payment refers to the full payment of the invoiced price, including value added tax, applicable interest and any other costs as stated in Condition 4.2. The above stipulation shall apply irrespective of the manner in which the delivered Products or the Products resulting from them have been planted and/or connected to a medium and/or substrate. 5.2 Products delivered by Syngenta, covered by the retention of title pursuant to Condition 5.1, can only be resold or used in the framework of ordinary business operations. In the event that the Products are resold by the Buyer, the Buyer shall require from its buyers a retention of title and, to ensure by means of a perpetual clause to be imposed, that third parties undertake to immediately send Syngenta the records of consignment numbers of the Products, so that all the delivered Products can be traced to third parties. 5.3 The risk of damage to or loss of the Products shall be borne exclusively by the Buyer as from their Delivery. 5.4 For Products which have been supplied but not yet paid-for, the Buyer shall hold the Products on Syngenta’s behalf and shall keep the Products separate from those of the Buyer and third parties, shall sufficiently insure the Products against loss and/or damage and shall identify the Products as Syngenta’s property. At Syngenta’s request, the Buyer shall provide proof that it has subscribed to an insurance policy. Until the Buyer has paid for the Products in full, the Buyer undertakes to take all necessary measures in order to preserve the integrity and quality of the Products. The Buyer is not permitted to encumber the Products or to vest any other rights in them. 5.5 The Buyer’s right to possession of Products belonging to Syngenta will cease immediately if an Insolvency Event occurs in relation to the Buyer. Where the Buyer’s right to possession has terminated, the Buyer grants Syngenta, its agents, employees and Affiliates irrevocable permission at any time to enter any premises where the Products are or may be stored to recover them. This Condition 5.5 will survive termination of the Contract for any reason. 6. Terms of Use of the Products and Usage 6.1 Instructions setting forth the restrictions of use of the Products by the Buyer and subsequent buyers may be included in the Products’ packaging and/or labelling. By using the Products, the Buyer or further buyers confirm his/their commitment(s) to comply with these restrictions. The Products are exclusively intended for the growing of crops for human or animal usage and/or consumption. The Products and the packaging are proprietary to Syngenta Group or its licensors and are protected by intellectual property rights. Unless otherwise agreed in writing, the Buyer’s use of the Products is limited to production of a single commercial crop, whether of fresh produce, forage, fiber, grain or any other crop. In the preceding sentence, “production” shall exclude producing seeds for replanting or vegetative reproduction. Unless expressly permitted by law, use of the seed, including the parental lines that may be unintentionally contained therein, for research, breeding or molecular or genetic characterization is strictly prohibited. Buyer has and shall acquire no rights in relation to parental lines that may be unintentionally contained therein. In the case of the Products being ornamental plant culture products for which
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