Terms and Conditions Terms and conditions before registration and purchase of ICAR-IIRR seeds 1. All sales orders received are subject to written confirmation of acceptance by Seller. Quantities confirmed in Sales Orders are contractual obligations of Buyer. Adjustments of any confirmed quantities require Sellers’ agreement in writing unless waived by Seller. 2. If the quantity ordered in any order differs from the standard quantity applied by the Seller or a multiple thereof, the Seller is free to deliver the nearest higher quantity. 3. The Seller will always act to the best of its reasonable ability in fulfilling its obligation to deliver. 4. Sound fulfilment of the Seller’s obligation to deliver also includes delivery with a minor difference in size, packaging, number or weight. 5. The Seller is permitted to deliver sold products in parts. If the products are delivered in parts, the Seller has the right to invoice each part separately. 6. All shipments are at Buyer’s risk and expense Carriage, Insurance Paid to (CIP shipping destination, unless agreed upon otherwise in writing. Seller disclaims all liability for any carrier delivery delays regardless of whether carrier is selected by Buyer or Seller. 7. In addition to the purchase price, Buyer shall pay Seller the amount of all taxes, excises or other charges (except taxes on or measured by net income) that the Seller may be required to pay to any Government (national, state or local) with respect to the production, sale or transportation of any product delivered hereunder, except where the law otherwise provides. 8. These General Terms and Conditions of Sale apply to all offers and sales between ICAR-IIHR and a buyer (hereinafter “Buyer”), except in so far as otherwise provided in writing. The applicability of any general terms and conditions of the Buyer is expressly rejected. 9. The prices specified in an offer are exclusive of value added tax (hereinafter “VAT”), or equivalent tax types (e.g. GST, sales tax or turnover tax), unless otherwise specified. 10. The Seller reserves the right to change its prices periodically. Each new price listing will invalidate the preceding one with regard to all orders placed after that new price listing. Seller is not obligated to honour prices due to misprints or inadvertent errors. 11. Any terms on a purchase order or other document delivered to Seller by a Buyer in connection with a sale based on ICAR-IIHR price list shall have no force or effect unless specifically accepted in writing by Seller. Seller has the right to stop shipments immediately to any Buyer who does not comply with these terms and conditions. 12. All references by the Seller to product specifications correspond to the most recent product specifications as published by the Seller. 13. Prices include Standard Packaging as described in each seed species respective price list. Seeds are packaged under controlled moisture conditions. Non-Standard packaging may be available at an additional charge. 14. Under no circumstances ICAR-IIHR will be liable for any expense, loss or damage including, without limitation, indirect or consequential loss or damage, or any expense, loss or damage whatsoever arising from use, or loss of use, of data, arising out of or in connection with the use of this website. 15. All deliveries are subject to the customary harvesting and processing reservation. If the Seller invokes the harvesting or processing reservation, the Seller is not obliged to supply, but will, if possible, try to supply pro rata to the quantity ordered or equivalent alternatives. 16. The Buyer is not entitled to damages if the Seller invokes this reservation. 17. The title to products delivered by Seller and/or the products derived there from will remain with Seller until Buyer has fulfilled properly all obligations under these General Terms and Conditions of Sale towards the Seller in connection with delivery. 18. The Buyer is not permitted to pledge the products or to create any other right with regard to the products. 19. Orders or shipment requests from Buyers, who, in Sellers’ judgment are not in good credit standing, are subject to non-acceptance or delay until Buyer has made payments required by Seller or made arrangements otherwise satisfactory to Seller for Buyer to re-establish credit privileges. 20. If the Buyer is liquidated, declared bankrupt or granted a suspension of payments, the Buyer’s payment obligations will fall due immediately and the Seller will be entitled to suspend the further performance of the agreement or to dissolve the agreement, all of this without prejudice to the Seller’s right to claim damages. 21. If the Buyer fails to fulfil one or more of its obligations under these General Terms and Conditions of Sale or to do so correctly and/or in time: · the Seller’s obligations will automatically and may immediately be suspended until the Buyer has paid all amounts due and payable by it (including payment of any out-of-court costs); and · the Seller may demand full payment and/or sufficient security from the Buyer, for instance in the form of a bank guarantee to be issued by a reputable banking institution in Seller’s country, with regard to the performance by the Buyer. 22. If the Buyer fails to perform one or more of its obligations under these General Terms and Conditions of Sale, all the costs of obtaining payment in and out of court will be for Buyer’s account, including collection and litigation costs and the interest due in respect of these costs. 23. The Seller is not liable for any damage resulting from a shortcoming in the performance rendered, except in the case of intent and/or gross negligence on the part of the Seller and/or its employee. 24. Seller shall not be liable for any failure in the performance of any of its obligations under these General Terms and Conditions of Sale. 25. In any event and notwithstanding the foregoing, the Seller’s liability shall be limited to the invoice value of the performances. The Seller will in no event be liable for any form of indirect damages, such as but not limited to special, incidental or consequential damage, or loss of profit. 26. The Buyer is required to limit as much as possible the damages in respect of which the Buyer submits a complaint to the Seller. 27. Any potential claim for compensation or complaint based on these General Terms and Conditions of Sale shall expire in the event that no claim has been issued in writing against Seller within one year of the delivery of the products. 28. The Seller guarantees that the products supplied will substantially comply with the relevant product specifications. However, the product specifications will not apply as a guarantee. The Seller furthermore does not guarantee that the performances rendered will comply with the purpose to which these are put by the Buyer. 29. If the Seller has specified a germination capacity, it is based only on reproducible laboratory tests and is not a guarantee of actual emergence. This specified germination capacity merely indicates the germination capacity at the time when and in the circumstances in which the test was performed. Emergence depends, among other things, on the location, cultivation measures and climate conditions at the Buyer. 30. Any and all guarantees on the part of the Seller will lapse if the Buyer processes the products or has them processed, repackages the products or has them repackaged, or uses and/or stores the products incorrectly or has them used and/or stored incorrectly. 31. The Buyer must inspect the products purchased upon delivery, or as soon as possible after delivery. In doing so the Buyer must check whether the products delivered comply with the agreement, i.e.: · whether the correct products have been delivered; · whether the quantity of the products delivered corresponds with the Sales Order; · whether the products delivered meet the agreed quality requirements or—if none were agreed—the requirements that may be stipulated for normal use and/or trading purposes. 32. If visible defects or deficiencies are established, the Buyer must inform the Seller promptly so that an immediate inspection of the allegedly affected seed and/or crop can be made. Buyer shall notify Seller immediately, but in no case later than thirty (30) days after any defect or other basis of such claim is discovered or should have been discovered. Any claims for which Seller did not receive notice within thirty (30) days shall be barred. 33. Complaints must be described in such a manner that the Seller or a third party can verify them. For that purpose, the Buyer must also keep records with regard to the use of the products and, in the event of resale of the products, with regard to its buyers and must impose the same written obligation on its buyers, to the extent possible. If the Buyer does not file a complaint within the aforesaid period, the complaint will not be dealt with and its rights will expire. 34. Although the Buyer has filed a claim in time, this will not suspend Buyer’s obligation to pay any outstanding amount. 35. Information provided by the Seller in any form whatsoever is without commitment. Descriptions, recommendations and illustrations in brochures and leaflets are based as closely as possible on experiences in tests and in practice and are not intended as an indication for quality claims and/or warranties. The Seller in no event accepts any liability, however, on the basis of such information for different results in the cultivated product. The Buyer itself must determine whether the products are suitable for the intended growth and/or can be used in the local conditions. 36. As used in the information supplied by Seller, “immunity, resistance and susceptibility” shall mean the following: a) Immunity: Not subject to attack or infection by a specified pathogen or pest. b) Resistance: the ability of a plant variety to restrict the growth and development of a specified pathogen or pest and/or the damage they cause when compared to susceptible plant varieties under similar environmental factors and pathogen or pest pressure. Resistant varieties may exhibit some disease symptoms or damage under heavy pathogen or pest pressure. Two levels of resistance are defined: (i) High resistance (HR*): plant varieties that highly restrict the growth and development of the specified pathogen or pest under normal pathogen or pest pressure when compared to susceptible varieties. These plant varieties may, however, exhibit some symptoms or damage under heavy pathogen pressure. (ii) Intermediate resistance (IR*): plant varieties that restrict the growth and development of the specified pathogen or pest, but may exhibit a greater range of symptoms or damage compared to resistant varieties. Moderately/intermediately resistant plant varieties will still show less severe symptoms or damage than susceptible plant varieties when grown under similar environmental factors and/or pathogen or pest pressure. * The standard abbreviations HR (high resistance) and IR (intermediate resistance) are used in all languages. c) Susceptibility: the inability of a plant variety to restrict the growth and development of a specified pathogen or pest. 37. The Buyer may not use any trademarks, or other trade dress, that are used by the Seller or that are not clearly distinguishable from Seller’s trademarks. Notwithstanding the foregoing, all intellectual property rights (including but not limited to copyrights, trademarks, logo’s, patents, breeder’s rights, trade names, brands, and confidential know-how) world-wide with regard to the products of Seller, shall remain the property of Seller or the relevant affiliate in the Sellers’ group of companies. 38. Seed from varieties protected by intellectual property rights, applied for or granted in the European Community, the United States, and/or any other country, or by contract, may not be used for reproduction without the Seller’s prior written permission. Conditions may be attached to such permission by way of a contract relating to production or reproduction (propagation), conditioning for the purposes of propagation, offering for sale, selling or otherwise introducing to the market; export; import and storage for one of the purposes mentioned above. 39. The finished product, derived from the seed supplied to the Buyer, may only be sold by the Buyer under the variety name registered by the Seller. 40. The Buyer is obliged to allow the Seller – or a third party that carries out inspections on behalf of the Seller – direct access to the business of the Buyer (including amongst others and in particular to the greenhouses of its business) for inspections. The Buyer shall upon request also allow access to records and accounts that are relevant to the aforementioned inspections. The Seller will inform the Buyer in good time of its plans to visit. The Buyer shall impose the aforementioned obligations to its own customers. 41. If the Buyer finds a mutant in the protected variety, he shall immediately inform the Seller of this by registered post. 42. Where the Seller so requests in writing, the Buyer will provide the Seller with test material from the mutant within two (2) months of receiving the request. The Buyer is aware that anyone finding a mutant in the protected variety requires the permission of the grower(s) of the ‘parent variety’ to exploit the mutant. The Buyer is aware in particular that the finder of a mutant requires the permission of the Seller relating to the ‘parent variety’ in order to carry out any of the following acts: production or reproduction (propagation), conditioning for the purposes of propagation, offering for sale, selling or otherwise introducing to the market; export; import; storage for one of the purposes mentioned above. 43. The Seller may delay its performance of an obligation towards the Buyer when it cannot perform due to a circumstance that stands in the way of fulfilling the obligation and cannot be attributed to the Seller if and in so far as this circumstance makes performance impossible or unreasonably complicated. Such a circumstance includes -without limitation – extreme weather conditions, natural disasters, acts, regulations or law of any Government, wars or civil commotions, destruction of production facilities or materials by fire, epidemics, failure of public utilities or common carrier, strikes at companies other than the Seller’s company, unofficial strikes or political strikes at the Seller’s company, a general or partial lack of the necessary raw materials and other goods or services required to render the agreed performance, unforeseeable delays at sub suppliers or other third parties on which the Seller is dependent, and general transport problems. 44. The Seller will inform the Buyer as soon as possible if it is unable to deliver or to deliver in time due to an event of force majeure. 45. If the event of force majeure lasts longer than two (2) months, both parties will be entitled to cancel the Sales Order. In that case neither party will be required to pay any damages to the other party. 46. Insofar the Seller has partially fulfilled or will fulfil its obligations towards the Buyer at the time of the occurrence of a force majeure, and the fulfilled or to be fulfilled part has an independent value, the Seller is entitled to invoice separately and the Buyer is obliged to pay this fulfilled or to be fulfilled part. 47. Failure of seed to germinate and/or reduction of yield may occur as a result of multiple environmental and agronomic factors. Seeds at times carry seed borne diseases that may not be apparent to the Seller, Purchaser or User. • ICAR-IIRR does not guarantee the availability of all types of vegetable seeds at all times. • ICAR-IIRR cannot authorize the use of copyrighted materials contained in linked websites. Users are advised to request such authorizations from the owner of linked website. • ICAR-IIRR does not guarantee that linked websites comply with Indian Government Web Guidelines.
