P.O.Box 63, 1606 ZH Venhuizen (Holland)
Tel: +31 (0)228 54 50 83
Bank: RABO Wervershoof 188.8.131.522
BTW/ Vat NL805791279B01
General terms and conditions SeedTuning B.V.
Article 1: Applicability
These terms and conditions are applicable to each offer and each agreement between SeedTuning B.V. (hereinafter called ST) and a buyer or assignee (hereinafter called the client) to which ST has declared these terms and conditions applicable, unless and in so far not expressly agreed otherwise.
Article 2: Assignments
An assignment has been accepted by ST, as soon as ST has sent the client a written confirmation or an invoice.
Article 3: Provision of information
Information and cultural guidelines in any form whatsoever provided by ST are without obligation. Descriptions, recommendations and illustrations in brochures and leaflets are based as closely as possible on experiences in tests and in practice. However, ST in no event accepts any liability for deviating results in the cultivated product on the basis of such information. The client himself must determine whether the goods are suitable for the relevant culture and/or can be used under local conditions.
Article 4: Use of trademarks, symbols and other indications
Unless stated otherwise in a written agreement, the client is forbidden to make use of trademarks, symbols and other indications used by ST to distinguish his goods from those of other firms or otherwise make use of similar trademarks or symbols. An exception is made for the merchandising of goods in the original packing, carrying trademarks, symbols and other indications of ST, applied by ST or with the consent of ST.
Article 5: Information from the client
- ST may at all times assume the accuracy and completeness of the information provided by the client. If the seeds have been treated before, the client is obliged to inform ST of this in writing. The client must a.o. state the name or code number of the variety of the crop to be treated, the lotnumber as well as the year of production of the seeds.
With regard to the treatment of the seeds, the client is obliged to inform ST in writing of any special statutory requirements prevailing in his country.
- If ST makes a request to the client for information that is needed for the proper execution of the treatment, the client is obliged to provide the information requested. If the client fails to provide this information or fails to provide the information within an acceptable period of time, ST cannot be held liable.
- After having received the seeds for treatment, ST will examine their moisture content, weight and seedcount (TCW). On request of the client, ST will examine the germination energy of the seeds. ST will inform the client of the results as soon as they have become available. Subject to a written notice to the contrary within three days after sending the information, ST may assume that the client accepts the accuracy of the results as reported by ST.
Article 6: Requirements regarding the seeds
- The client must deliver the seeds without herb seeds, chaff or dirt, without disinfectants and free of diseases or contaminations.
- If the client explicitly so requests, ST will use a special cleaning-/upgrading- and/or disinfection treatment for the seeds to be treated.
- If ST finds that the seeds supplied by the client are of moderate or poor quality, ST will inform the client and consult with him whether or not the relevant batch should undergo treatment and, if so, under which conditions.
- ST cannot be held liable for the quality of the seeds as they have been supplied to ST before treatment.
Article 7: Sampling
- ST has the right to take as many samples of each lot to be treated as needed in relation to the stipulations in paragraph 2 and 4 of this article.
- ST will take a sample of the lot(s) before and after treatment of the seeds.
- The assessment of these samples is a decisive factor at the determination of the seed quality before treatment.
- In case of an ongoing dispute between the client and ST about the outcome of the tests of one or more samples, one of the parties may request a (re-)examination by NAKTuinbouw in Roelofarendsveen, Netherlands, at the expense of the party in the wrong. The result of this (re-)examination is binding for both parties, subject to the right of the parties to submit the consequences of this result to the authorities as mentioned in article 19.
- If the client requests the seeds, treated by ST, to be returned before ST has been able to determine the germination after treatment, ST will be released from any liability whatsoever.
Article 8: Pesticides and growth stimulants
- Pesticides are fungicides, insecticides, other substances and/or organisms for the protection of crops. ST will add pesticides and/or growth stimulants during the treatments, if necessary and to the best of their knowledge, unless the client specifically indicates otherwise in writing.
- ST will not be liable for the effect of the pesticides and growth stimulants on the seed quality nor for the incorrect use of the seeds treated with pesticides and/or growth stimulants.
- ST is not liable for damage, caused by the application of pesticides and/or growth stimulants on request or instruction of the client.
- ST is not liable for any limitations, set by Government agencies, to the use and/or merchandising of seeds treated with pesticides and/or growth stimulants.
Article 9: Storage
If ST stores or safe-keeps the client’s seeds before or after treatment, the client remains the owner of the seeds and will consequently be fully responsible for any risk involved. ST cannot be held liable for the relevant storage or safe-keeping.
Article 10: Offers and quotations
- Offers made by ST are without engagement. Verbal offers expire after 8 days and written offers after 30 days. The prices quoted in an offer are exclusive of sales tax and, if any, transportation-/forwarding charges.
- ST reserves the right to adjust his prices periodically. Each new quotation replaces the previous one as regards orders that are placed after the new quotation date.
- Prices are in Euro’s and exclude VAT.
Article 11: Delivery
- The Incoterms prevailing at the date of the agreement will be applicable. Delivery will take place on an ex ST-works basis (EXW).
- If the client leaves the means of transport up to ST, the transport will take place in the way ST deems most appropriate. Any additional expenses caused by special transport demands made by the client, will be charged to the client.
- ST has met the terms of delivery on the moment the goods are handed over to the carrier. Transportation of the goods is at the client’s risk. From the moment the goods have been handed over to the carrier, ST will not be liable for late delivery, non-delivery, other obstructions in transport or damage by transport.
Article 12: Term of delivery
ST is obliged to deliver within the agreed term of delivery. An agreed term of delivery is no final term. In the event a delivery is overdue, the client should notify ST in writing of this default and allow him a reasonable period of time to fulfil the agreement as yet.
Article 13: Payment
- Payment must take place within 30 days from the invoice date. Exceeding this term means that the client is in default; from this moment on, the client owes 1% interest per month over the outstanding amount.
- In case the client is faced with liquidation, bankruptcy or suspension of payment, payments are due immediately and ST will be authorised to suspend or cancel the agreement, subject to the right of ST to demand compensation.
- If partial payments were agreed upon and the client fails in one term, the full remaining amount will fall due immediately and without further notice. The last sentence of article 13, par. 1 will be applicable.
- No claim or other dispute whatsoever between the client and ST gives the client the right to suspend payment of invoices and/or appeal to a suspension- and/or retention right towards ST.
- In any event, ST has the right to require security as to the fulfilment of payment and/or send the goods C.O.D. as well as suspend observance of the agreement until the security as mentioned before is given to the satisfaction of ST.
Article 14: Collection charges
If the client is in default of refrains from meeting the payment obligations, all costs for settlement - in or out of court - will be at client’s expense.
Article 15: Liability
- ST will treat the seeds entirely at client’s risk; the client must make sure that the seeds supplied to ST have sufficient germination/-energy and are suited for treatment.
- ST will not be liable for damage as a consequence of a defect in the supplied goods, unless the client has filed a claim in accordance with article 16. The claim should be described in such a way that ST or a third party, will be able to verify this claim.
- The client is obliged to limit the damage as regards the claim he files with ST as much as possible.
- In the event of a justifiable and valid claim by the client, the client should allow ST sufficient time and opportunity to meet the claim to client’s satisfaction.
- Should ST be unable to meet a justifiable and valid claim, ST’ s liability will be limited to the invoice value of the order under claim, increased by the cost price of the seeds, being the production/purchase price the client paid for these seeds, to a maximum of € 50.000. ST shall not in any event be liable for any consequential loss whatsoever.
- ST will not accept liability for incorrect use of the goods, re-treatment or re-packing of the seeds by the client or a third party.
- If the client offers seeds of third parties for treatment, ST cannot be held liable or jointly liable by the client for any claims of these third parties resulting from the prevailing terms of sales and delivery between these third parties and the client (see article 17).
Article 16: Defects, required notice
- The client should examine the goods at delivery or as soon as possible after delivery. The client should check if the goods meet the following:
• the agreed variety;
• the agreed quantity;
• the agreed packing;
• the agreed quantity per package;
• the agreed labelling;
• the agreed treatment;
• the agreed colour;
• the agreed brand and dosage of disinfection and, if any, insecticide
Claims regarding germination will not be accepted, see article 17.
- The client shall report in writing to ST within 5 working days from delivery about visible defects or shortages, including packaging, stating lot- and invoice information.
- The client shall report in writing to ST within 5 working days from discovery or within a reasonable period any non-visible or latent defects of the goods, including their packaging, stating lot- and invoice information.
- Unless the client gives notice of any defect within the stated periods, ST will not accept his claim and the client will lose his rights.
Article 17: Warranties
- The client safeguards ST from all claims and liabilities from third parties for ratification of damage, (allegedly) caused or otherwise related to any supply whatsoever from ST, being claims and liabilities to ST in his capacity of producer of the goods, arising out of a product liability law of any kind in any country whatsoever, unless the damage is caused intentionally or by gross negligence of ST.
- The client must take out full insurance against all possible claims and liabilities resulting from the warranty as stated in art. 17.1. On request of ST the insurance should be submitted to ST’s approval.
Article 18: Force majeure
- ST will notify the client as early as possible, if he is unable to deliver or to deliver in good time due to force majeure. If the situation of force majeure continues for more than 2 months, either of the parties will be entitled to dissolve the agreement. In this case, ST is not obliged to compensate any damage whatsoever.
- Force majeure implies circumstances beyond ST’s control, hampering or blocking the fulfilment of the agreement. This will include, if and in so far such circumstances unreasonably hamper or block the fulfilment: strikes in other companies than ST, wild- or political strikes at ST, a general deficiency of required raw material and other materials or services, needed for the fulfilment of the agreement, unforeseen stagnation at suppliers or other third parties that ST depends on and general transport problems.
Article 19: Settlement of disputes
1. In the event of a dispute, parties will first try to settle this by mutual arrangement or by mediation, before parties submit this dispute to an arbitration tribunal or to the civil court.
2. Unless parties have mutually agreed on arbitration, any dispute will be settled in first instance by the competent civil court in the place where ST has it’s registered office, unless another court has been legally declared competent by the relevant mandatory rules of article 20.
Article 20: Applicable law
All agreements between ST and the client are subject to Dutch law. The United Nations Convention on the International Sales of Goods will be applicable as well if the client is not domiciled in the Netherlands, in so far not deviating from these terms and conditions and in so far not inconsistent with mandatory Dutch law.
Filed at the Chamber of Commerce in Hoorn, depot nr. 1796.
Chamber of Commerce Hoorn, nr. 36050510