General Terms and Conditions of Sale and Delivery of Rijk Zwaan Export B.V. applicable to all offers and agreements and based on the recommended General Terms and Conditions of Sale and Delivery for the Seed Trade and Planting Materials Sector as advised by the Vegetable Seeds Department of Plantum NL, Vossenburchkade 68, 2805 PC Gouda, the Netherlands.

Article 1 Applicability

1. hese terms and conditions are applicable to all offers and agreements between Rijk Zwaan Export B.V., hereafter called the seller, and the buyer, to which the seller has declared these terms and conditions applicable, unless and insofar as not expressly otherwise agreed in writing.
2. The applicability of any general terms and conditions of the buyer is hereby expressly declined.

Article 2 Offers and agreements

1. Offers made by the seller are non-binding. A non-binding offer can be revoked up to three working days from receipt of its acceptance. Prices quoted in an offer are exclusive of sales taxes. Prices are given in euro or US dollars.
2. The seller reserves the right to adjust its prices periodically. Any new price quotation supersedes the former quotation as regards orders placed after the date of the new quotation.
3. If in an order the required quantity differs from seller's standard packing unit or its multiple, the seller will be free to supply the next higher quantity.
4. All given weights and numbers are net weights and numbers.
5. An offer made to the buyer or a sale agreement between the seller and the buyer does not imply and may not be interpreted by any means as an implied licence to the buyer with regard to any intellectual property on the product offered or sold.

Article 3 Order documentation

When placing its order, or at the seller’s first request, the buyer must specify in writing what information, specifications and documents are required pursuant to the regulations of the country in which the delivery is made, such as those relating to:
- invoicing
- phytosanitary requirements
- international certificates and
- other import documents or import statements.

Article 4 Good crop and processing reservation

All deliveries are subject to the usual crop and processing reservation. In the event that the seller makes a justified appeal to this reservation, the seller is not obliged to deliver but will endeavour to deliver pro-rata quantities or comparable alternatives. In such a case the buyer is not entitled to any compensation whatsoever.

Article 5 Supply
1. The prevailing Incoterms will be applicable. Delivery will take place on an ex works basis, unless otherwise agreed.
2. The buyer is not allowed to return products to the seller, unless the seller gives permission thereto. The costs of possible return shipments shall be at the buyer’s account.

Article 6 Delivery time

The seller is bound to deliver at a reasonable time in conformity to the sowing or planting season after the agreement has been concluded. An agreed delivery time, however, is not a final term. In the event that a delivery is overdue, the buyer shall inform the seller accordingly in writing and allow him a reasonable period of time to fulfil the agreement.

Article 7 Partial deliveries

The seller is allowed to effect partial deliveries of the products. This will not be applicable, however, if a partial delivery has no independent value. In the event of partial deliveries, the seller is entitled to invoice each delivery separately.

Article 8 Retention of title

1. The products delivered by the seller remain the property of the seller until the buyer has paid for them in full. The retention of title is also extended to claims the seller might obtain against the buyer on account of the buyer's failure to meet one or more of its obligations towards the seller.
2. The products delivered by the seller to which the retention of title pursuant to paragraph 1 of this article applies, may only be used or sold for normal operational purposes. In the event of resale the buyer shall reserve title.
3. The buyer is not permitted to pledge the products or to allow any other claim on them.

Article 9 Terms of Payment

1. Payment is due within 30 days from invoice date or as indicated otherwise by the seller. In exceeding this term the buyer is in default and owes interest to the seller on the overdue amount at the rate of 1% per month.
2. In the event of liquidation or bankruptcy of or suspension of payment by the buyer, payments fall due immediately and the seller is authorised to suspend or cancel any agreement with the buyer, without prejudice to the seller's right to seek compensation or any other legal remedy.
3. If partial payments were agreed upon and the buyer fails in one term, the full remaining amount will fall due immediately and without further notice. The last sentence of paragraph 1 of this article will be applicable accordingly.
4. The bank charges shall be at the buyer’s account.

Article 10 Debt collection charges

If the buyer defaults on one or more of its obligations, then all costs of debt collection, out of court or in court, shall be for the buyer's account.

Article 11 Liability

1. In the event that, in the seller’s opinion, a complaint by the buyer is justified, the seller shall, to the extent possible and at its sole discretion and costs, either make good the damage or replace the products with non-defective products. The buyer shall in that event give its full co-operation to the seller. The buyer is under the obligation to limit as much as possible the damages regarding the delivered products for which he filed a complaint before the seller.
2. The seller shall not be liable for damage suffered by the buyer caused by or otherwise related to defective products, including their packaging, unless such damage is the result of intentional misconduct or gross negligence on the part of the seller and/or its employees.
3. If the seller is liable for any damage incurred by the buyer, the seller’s liability shall never exceed the net purchase price excluding VAT of the products concerned, as charged to the buyer by invoice. The seller shall in any event not be liable for any indirect damage suffered by the buyer such as (but not limited to) consequential damage or loss of profit.
4. The seller shall furthermore in any event not be liable for damage caused by an alleged delay in the delivery of the products.
5. Any potential claim based on these general terms and conditions shall expire if such claim has not been issued to the seller in writing within one year after the delivery of the products.

Article 12 Use and warranty

1. The seller guarantees that the products to be delivered by the seller conform to the best of its knowledge to the specifications concerning those products. No guarantees apply to the product specifications, if any: in case the products delivered do not comply with the product specifications as mentioned in the seller’s catalogue regarding the current selling season, the seller will inform the buyer about this.
2. The seller does not guarantee that the products delivered by the seller to the buyer comply with the purpose to which they are put by the buyer. The buyer explicitly acknowledges that, even with the highest quality products, success in growing depends largely upon cultivation methods, soil and weather conditions.
3. All quality data provided by the seller in writing are exclusively based on reproducible tests. These data indicate only the result as it is obtained by the seller at the time of the execution of the tests and for the circumstances that applied to the tests. No direct relation may be assumed between the data as provided and the result obtained by the buyer. The result obtained by the buyer depends amongst others from location, cultivation measures, for example the sowing medium used, and/or the climatic circumstances.
4. Any and all guarantees on the part of the seller lapse if the buyer carries out processes on the products or causes processes to be carried out on them, repackages the products or causes them to be repackaged, or uses and/or stores the products incorrectly or causes them to be used/or stored incorrectly.
5. The seller does not guarantee in any way that the use of the delivered products does not infringe any (intellectual property) rights of third parties.

Article 13 Defects, complaints terms

1. The buyer shall be deemed to have examined the products on, or as soon as possible after, delivery and shall inform the seller within eight days after delivery in case not the correct products have been delivered and/or not the agreed quantity has been delivered.
2. Complaints concerning apparent defects to the products, including their packaging, must be reported to the seller in writing within eight days after the date of delivery of the products; complaints concerning alleged non-apparent or hidden defects to the products, including their packaging, must be reported to the seller in writing within eight days of the date on which the alleged defect concerned was or could reasonably have been discovered by the buyer. Complaints have to be set out in such a manner that the seller or a third party can verify them. The batch, delivery and invoice details have to be specified. The buyer should also indicate under which circumstances the products have been used and, in case of resale, to whom the products have been resold. In the event that any complaint is not reported to the seller in writing within the stated period, the complaint will not be dealt with and the buyer will lose all rights to obtain any form of recovery, including damages.
3. In case of a permanent dispute between the parties about germination, trueness to type, varietal purity, technical purity or health, an assessment may be performed at the request of either the buyer and/or the seller by the Naktuinbouw (ISTA station), in Roelofarendsveen, the Netherlands, or by another objective and independent body as agreed upon by the buyer and the seller, for the account of the unsuccessful party. In case of a dispute about health, application of ISHI (International Seed Health Inititative) accepted methods is preferred. The outcome of the assessment by the Naktuinbouw will be binding for both parties, notwithstanding the right of parties concerned to submit to the authorities referred to in article 20 any disputes about the consequences of this outcome.

Article 14 Indemnification

The buyer indemnifies the seller against all claims and rights from third parties for compensation for damage (allegedly) caused by, or otherwise associated with, goods supplied by the seller, including claims and rights which have been submitted against the seller in its capacity as producer of the products on the basis of any regulations relating to product liability in whatever country, except if said damage is due to intentional misconduct or gross negligence on the part of the seller.

Article 15 Advices for cultural practices, variety descriptions, recommendations

1. Cultural advices from the seller are without engagement. Cultural advices, descriptions, recommendations and illustrations in whatever form are based as precisely as possible on experiences in trials and in practice. However, the seller cannot accept in any case liability on the basis of such information for deviating results in the grown product. The buyer itself will be deemed to determine whether the products are suitable to be used for the intended cultivations and under the local conditions.
2. As used in the information supplied by the seller, immunity, resistance and susceptibility shall mean the following:

-Immunity: Not subject to attack or infection by a specified pest or pathogen.

-Resistance: is the ability of a plant variety to limit the growth and development of a specified pest or pathogen and/or the damage they cause when compared to susceptible plant varieties under similar environmental conditions and pest or pathogen pressure. Resistance varieties may exhibit some disease symptoms or damage under heavy pest or pathogen pressure. Two levels of resistance are defined: High/standard resistance (HR): plant varieties that highly restrict the growth and development of the specified pest or pathogen under normal pest or pathogen pressure when compared to susceptible varieties. These plant varieties may, however, exhibit some symptoms or damage under heavy pest or pathogen pressure. Moderate/intermediate resistance (IR): plant varieties that restrict the growth and development of the specified pest or pathogen, but may exhibit a greater range of symptoms or damage compared to high/standard resistant varieties. Moderately/intermediately resistant plant varieties will still show less severe symptoms or damage than susceptible plant varieties when grown under similar environmental conditions and/or pest or pathogen pressure

- Susceptibility: is the inability of a plant variety to restrict the growth and development of a specified pest or pathogen.

Article 16 Force majeure

1. Force majeure is deemed to mean circumstances beyond the seller's control hampering or blocking the fulfilment of the agreement. This will include, if and insofar as such circumstances unreasonably hamper or block the fulfilment: strikes in other companies than that of the seller, wild strikes or political strikes in the seller's company, general shortages of required raw material and/or other materials necessary for the fulfilment of the agreement, unforeseeable stagnation at suppliers and/or other third parties that the seller depends upon, and general transport problems.
2. In the event of force majeure conditions occurring, the seller will inform the buyer as soon as possible.
3. In case a force majeure condition exists for longer than two months, both parties will be entitled to terminate the agreement. In such a case, the seller will not be obliged to provide any indemnification.

Article 17 Further use/cultivation and inspection

1. The buyer is not allowed to use the goods delivered for further production and/or reproduction of propagating material.
2. If the goods delivered are sold on to a third party, the buyer must impose this stipulation on penalty of damages to that third party.
3. The buyer is under the obligation to allow the seller, or anyone who controls on behalf of the seller, direct access to its business, including and in particular the greenhouses of its business, in order that the buyer can carry out or have carried out inspections in case the buyer suspects production and/or reproduction of propagating material. “Business” in this article shall also mean any business activities that are carried out by a third party on behalf of the buyer. The buyer shall upon request also allow direct access to its administration with regard to the relevant propagating material.

Article 18 Usage of trademarks, logos and other signs

1. Unless otherwise agreed in writing, the buyer may not use trademarks, logos or other signs used by the seller to distinguish its products from those of other enterprises, and it may not use trademarks, logos or other signs resembling them. This does not apply to the trading of the products in their original packaging material which the seller has, or has had, provided with trademarks, logos or other signs.
2. If the goods delivered are sold on to a third party, the buyer must impose this stipulation on penalty of damages to that third party.

Article 19 Conversion

1. If a provision of these general terms and conditions is invalid, that provision will automatically be replaced by a valid provision that corresponds as closely as possible to the purport of the invalid provision.
2. In that case the other provisions of the general terms and conditions will remain fully valid insofar as possible.

Article 20 Settlement of disputes

In the event of any disputes emanating from offers and agreements to which these terms and conditions apply, or being connected therewith, the parties will resolve such disputes in a friendly way. Should this not be possible the dispute, unless parties agree to arbitration, will be settled by a court of law at the domicile of the seller, unless the applicable law according to article 21 provides for another court of law. The seller reserves the right to serve a summons on the buyer to appear in the court of the country where the buyer has its registered office.

Article 21 Applicable law

All agreements between the seller and the buyer are subject to the law of the country of domicile of the seller. The "United Nations Convention on the International Sales of Goods" will be applicable if the seller and the buyer are not domiciled in the same country, except where inconsistent with these terms and conditions or if the law of the country of the seller prevails.

Article 22 ISF Rules and Usages

All transactions between the seller and the buyer shall be subject to the International Seed Federation (ISF) Rules and Usages for the Trade in Seeds for Sowing Purposes (ISF Rules and Usages) if as far as these terms and conditions do not deviate from the ISF Rules and Usages. The applicable edition of the USF Rules and Usages is the edition that is valid at the moment de seller has made the relevant offer, respectively the buyer and the seller have made the relevant purchase agreement.

Previous page