GENERAL TERMS & CONDITIONS
General Terms and Conditions
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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