Conditions of sale

SYNGENTA SEEDS CONDITIONS OF SALE

1. Interpretation
"Buyer" the person(s) or company whose order for the Goods is accepted by the Company;
"Company" Syngenta Seeds Limited having its registered office at 30 Priestly Road, Surrey Research Park, Guildford GU2 7HY, England;
"Contract" the contract between the Company and the Buyer for the sale and purchase of the Goods;
"Goods" seeds, goods, materials and other items which the Company is to supply to the Buyer.

2. Orders
a) The Contract will be on these terms and conditions set out below to the exclusion of all other terms and conditions.
b) No terms or conditions which the Buyer purports to apply under any purchase order, specification or similar document will form part of the Contract.
c) Any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed on behalf of the Company.
d) Any quotation is given on the basis that no Contract will come into existence until the Company dispatches an acceptance of order to the Buyer. Any quotation is valid for a period of 30 days only from its date provided the Company has not previously withdrawn it.
e) It is the sole responsibility of the Buyer to ensure that the terms of its order and any applicable specification are complete and accurate, and that the Goods ordered are of a species, variety and performance which will meet the Buyer's requirements.
f) Subject to condition 6(f), no order which the Company has accepted may be cancelled by the Buyer except with the written agreement of the Company and on terms that the Buyer shall indemnify the Company in full against all losses (including loss of profit), costs, damages, charges and expenses suffered or incurred by the Company as a result of such cancellation.

3. Description
a) The quantity and description of the Goods shall be those set out in the Buyer's order where this is accepted by the Company.
b) All descriptions, illustrations, specifications, varieties, varietal characteristics, periods of maturity, information relating to fitness for any particular purpose, or otherwise relating to the performance of any Goods, contained in the Company's catalogues, brochures or advertisements are issued and published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract.
c) In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any representations made by the Company's employees or agents which have not been confirmed in writing and signed on behalf of the Company.
d) Where Goods ordered consist of seed mixtures the Seller reserves the right to make reasonable variations or modifications to such mixtures where this is necessary due to exhaustion of stock of any item comprised in such mixtures and where this does not materially affect the quality or performance of such mixtures. No such variations or modifications will constitute a breach of the Contract or impose liability on the Company.
e) Where, due to Force Majeure (condition 11(b)), the Seller is unable to satisfy all the orders of its customers, the Seller may allocate available supplies between its customers at its sole discretion and the Buyer shall, in such circumstances, only be deemed to have ordered and be liable to pay for such reduced quantity of Goods as the Company allocates to the Buyer.
f) The Company may deliver to the Buyer Goods up to 5% more or less than the quantity ordered without any adjustment in the price and, within such limits, the quantity delivered shall be deemed to be the quantity ordered.

4. Price
a) The price of the Goods shall be the Company's quoted price, or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company's published price list current at the date of the Company's acceptance of the Buyer's order.
b) The Company reserves the right, by giving notice in writing to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increases in the cost to the Company which was due to a factor beyond the control of the Company, including, without limitation, (1) increases in the cost of materials, labour, carriage, royalties (payable to the owners of any relevant plant breeder's rights) or (2) increases in other costs of production or delivery, or (3) the imposition or increase of duties, taxes and other levies, or (4) any change in the delivery date, delivery point, quantities or specifications for the Goods which is a request by the Buyer.
c) The price for the Goods includes delivery in the UK in accordance with condition 6(a), except if the Goods are supplied for export from the UK in which case condition 4(d) applies.
d) If the Goods are supplied for export from the UK, the price for the Goods is given on the basis of delivery Ex Works (Incoterms 2000) in accordance with condition 6(b) and where the Company agrees in writing to deliver Goods other than at the Company's premises the Buyer shall pay the Company's charges for transport, packaging, loading, unloading and insurance in addition when it is due to pay for the Goods.
e) The price for the Goods 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 Goods.

5. Payment
a) The Company may invoice the Buyer for the Goods at any time after delivery.
b) Payment of the price for the Goods is due within 28 days following the date of the Company's invoice.
c) 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 the Company to the Buyer.
d) If the Buyer fails to make any payment under the Contract on the due date then (without prejudice to its other rights and remedies) the Company may:
i) cancel the Contract or suspend any deliveries to the Buyer; and
ii) charge the Buyer interest (both before and after judgement) on the amount unpaid at the rate of 2% per month, compounded monthly, until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).

6. Delivery
a) Unless otherwise agreed in writing, if the Goods are not supplied for export from the UK, the Goods will be delivered by the Company to a nominated delivery point in the UK previously agreed in writing by the Company.
b) Unless otherwise agreed in writing, if the Goods are supplied for export from the UK, the Goods will be delivered Ex Works the delivery point in the UK notified by the Company to the Buyer in writing.
c) If the Company agrees to arrange carriage for the Goods, the Goods shall be delivered by such means as the Company thinks fit.
d) Any dates specified by the Company for delivery of the Goods are approximate only. If no dates for delivery are specified by the Company, delivery will be within a reasonable time.
e) Subject to the other provisions of these terms and conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence) nor unless such delay exceeds 60 days will any delay entitle the Buyer to terminate or rescind the Contract.
f) The Buyer must accept delivery of the Goods and pay for them in full unless the delay in delivery exceeds 60 days. If delay in delivery exceeds 60 days and is not due to Force Majeure (condition 11(b)), the Buyer may by notice in writing to the Company cancel the Contract to the extent it relates to the Goods which were the subject of such delivery, without further liability for such Goods.
g) If the Buyer fails to take delivery of the Goods when they are ready for delivery or fails to provide any or adequate instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except because of the Company's fault), the Goods will be deemed to have been delivered at the time, but for the Buyer's failure, delivery would have taken place and (without prejudice to its other rights) the Company may:
i) store or arrange for the storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including insurance) of storage; and/ or
ii) following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under the Contract.

7. Non-Delivery
a) The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company'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.
b) The Company shall not be liable if the delivery is less than the quantity of Goods ordered by the Buyer (even if caused by the Company's negligence) unless written notice is given to the carrier and the Company within 14 days of the date they were received by or on behalf of the Buyer.
c) Any liability of the Company for non-delivery of the Goods, or delivery of less than the quantity of Goods ordered by the Buyer, shall be limited to replacing the non-delivered Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
d) A signature of qualified acceptance on a carrier's delivery note shall not be written notice to either the carrier or the Company for the purpose of these terms and conditions.
e) The Company warrants that the Goods will be delivered undamaged.
f) The Company shall not be liable for a breach of the warranty in condition 7(e) unless (i) the Buyer gives written notice of the damage to the Company within 7 days of the date the Goods were received by or on behalf of the Buyer and (ii) the Company is given a reasonable opportunity after receiving the notice of examining such Goods.
g) If the Goods have been delivered in a damaged condition, the Company shall at its option replace such Goods (or the damaged part as the case may be) or refund the price of such Goods (or the damaged part as the case may be) at the pro-rata Contract rate. If the Company complies with this condition 7(g) it shall have no further liability for a breach of the warranty in condition 7(e) and shall be entitled to recover such Goods as it has replaced or in respect of which it has refunded the price at the pro-rata Contract rate.

8. Property and Risk
a) Risk of damage to or loss of Goods shall pass to the Buyer upon delivery.
b) The Goods shall not become the property of the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of (i) the Goods and (ii) all other sums which are or which become due to the Company from the Buyer on any account.
c) Until the Goods become the property of the Buyer, the Buyer must:
i) hold the Goods as the Company's bailee;
ii) store the Goods (at no cost to the Company) separately from all other goods of the Buyer and any third party in such a way that they remain readily identifiable as the Company's property;
iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
iv) maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks; and
v) hold any proceeds of such insurance on trust for the Company.
d) The Buyer may use the Goods or resell them in the ordinary course of its business before ownership has passed to it solely on the following conditions (in respect of resale):
i) any sale shall be effected at full market value; and
ii) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such sale; and
iii) the Buyer shall hold the proceeds of any such subsale as trustee for the Seller separate from its own monies and in a separate designated bank account.
e) The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
f) The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. This licence will survive termination of the Contract for any reason.

9. EU and UK Legislation, Country of Origin, Germination and Purity
The following provisions apply in respect of Goods that are seeds.
a) The Company guarantees that such Goods shall comply at the time of delivery with applicable UK and/or EU legislation then in force.
b) The origin of such Goods is the European Union unless otherwise stated.
c) If the Buyer requests the Company to treat such Goods with a liquid, powder or other substance to control pests or disease, or to fumigate or pellet such Goods, using a treatment or substance requested by the Buyer of which either the Company does not approve at all or does not approve in relation to the Goods in question, the Company will notify the Buyer in writing. If the Buyer nevertheless instructs the Company to use such unapproved treatment or substance, the Company shall not be liable for any loss or damage whatsoever which arises as a direct or indirect result of the use of such unapproved treatment or substance.
d) Statutory purity and germination percentages given by the Company are in all cases based on tests made before any chemical treatment, fumigation or pelleting of the seeds, and the Company shall not be liable for any variation of such Goods from such percentages where this arises from any such treatment, fumigation or pelleting carried out at the request of the Buyer.
e) Germination percentages may be reduced by storage in adverse conditions. Goods should be stored in a dry, well-ventilated building. The Company shall not be liable in respect of reduced germination percentages if such storage requirements are not complied with.
f) Diseases of plants can be transmitted by wind, by insects, by animals or by humans, and may be seed borne or soil borne. Whilst the Company has made every reasonable effort to satisfy itself that such Goods are disease free, nothing in the Contract shall be interpreted as a condition or warranty that such Goods are disease free, and the Company shall not be liable to the Buyer if the Goods are not disease free.
g) The Goods supplied shall be of conventional varieties bred from parent plants which have not been genetically modified (GM). All reasonable steps have been taken to prevent the adventitious presence of GM material during breeding, production and handling of the Goods (including complying with any separation distances as may be recommended from time to time by relevant UK and/or EU bodies) and appropriate batch samples have been tested to ensure compliance with the applicable UK and/or EU seed legislation. The Goods have been field?grown. However, nothing in the Contract shall be interpreted as a condition or warranty that the Goods are free from GM impurities, and the Company shall not be liable to the Buyer if they are not free from GM impurities.

10. Limitation of liability
a) All warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from the Contract.
b) Nothing in these terms and conditions excludes or limits the liability of the Company (1) for death or personal injury caused by negligence or (2) for fraudulent misrepresentation.
c) Subject to conditions 10(a) and (b):
i) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price;
ii) the Company shall not be liable to the Buyer by reason of any representation or any implied warranty, implied condition or other implied term or any duty at law or under the express terms of this Contract for any indirect or consequential loss or damage, loss of profit, loss of business, loss of revenue, depletion of goodwill, costs, expenses, or any claims for consequential compensation whatsoever, (whether caused by negligence of the Company, its employees, agents or sub-contractors) which arise out of or in connection with the Contract.
d) Any provision of the Contract which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of the Contract and the remainder of such provision shall not be affected.

11. Force Majeure
a) The Company shall not be liable to the Buyer in any manner or be deemed to be in breach of the Contract (subject to condition 10) because of any delay in performing or any failure to perform any of the Company's obligations under the Contract if the delay or failure was due to any Force Majeure.
b) In these terms and conditions the term "Force Majeure" means any cause beyond the Company's reasonable control, including, without limitation, act of God, riot, labour disbutes, labour disturbance, accident, drought, explosion, epidemic, accident, flood, fire, full or partial crop failure (which shall include failure to achieve anticipated certification grades) whether in the UK or elsewhere, governmental actions, war or threat of war, national emergency, civil disturbance, sabotage, import or export regulations or embargoes, inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, machinery, transport or labour.

12. Termination
a) The Company shall, without prejudice to any other right or remedy, be entitled to terminate the Contract and the Buyers right to possession of the Contract Goods immediately by giving the Buyer written notice of termination if:
i) the Buyer fails to observe or perform any of its obligations or duties under the Contract; or
ii) if an Insolvency Event has occurred in relation to the Buyer; or
iii) the Company reasonably believes that an Insolvent Event is about to occur in relation to the Buyer.
b) In condition 12(a) "Insolvency Event" means any of the following which relate to the Buyer:
i) if it is unable to pay its debts within the meaning of section 123(1) Insolvency Act 1986;
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 it convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory);
iv) if any encumbrancer takes possession of, or a receiver, manager, administrator, administrative receiver or trustee is appointed over, the whole or any material part of its undertaking, property or assets;
v) if a resolution is passed for its winding up, otherwise than for the purposes of a solvent reconstruction or amalgamation;
vi) if a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer; or
vii) if any event analogous to any of the foregoing occurs in any jurisdiction in which any of the Buyer's assets are situated.
c) If the Contract is terminated by the Company pursuant to condition 12(a) and Goods have been delivered but not paid for, their price shall become immediately due and payable in spite of any previous agreement or arrangement to the contrary.
d) The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Buyer or the Company accrued prior to termination

13. Licences and Consents
If any licence or consent of any Government or other authority shall be required for the purchase, delivery or use of Goods by the Buyer, the Buyer (not the Company) shall be solely responsible for obtaining the same in a timely manner at its own expense and if necessary, or requested by the Company, the Buyer shall produce evidence of the same to the Company.

14. Reproduction of Seed
Unless otherwise agreed in writing and signed on behalf of the Company, the Company does not supply seed for the purpose of reproduction.

15. General
a) Failure by the Company to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
b) The formation, construction, performance, validity and all aspects of this Contract are governed by English law and, subject to condition 15(c), the parties submit to exclusive jurisdiction of the English courts.
c) The Company reserves the right to take action and commence proceedings in any other jurisdiction as it considers appropriate in all the circumstances.

 
 

Syngenta Seeds Limited. Registered in England No.345486. Registered office: 30 Priestley Road, Surrey Research Park, Guildford GU2 7YH    Web Design by GQ Web Marketing