Zenles d.o.o. Devina 12a 2310 Slovenska Bistrica P:0038641358681
Reg number: 6869017000
STANDARD TERMS AND CONDITIONS OF SALE & PROPERTY RIGHTS
Buyer warrants that the purchase of the seeds is not for the purpose of seed multiplication or use in the production of seed for resale or barter. Buyer agrees not to sell, exchange, lease, donate or otherwise make available for its own use or to any third party, seeds or any pollen from plants of seeds for the purpose of multiplying or maintaining seeds in their fundamental characteristic form. Buyer is hereby informed that no property rights, seed productive rights or seed multiplication rights are given to the buyer by the supplier of this seed. Buyer agrees to indemnify Supplier for reasonable attorney fees and costs of litigation based on or arising from Buyers misuse of seed according to the said terms.
In these conditions:-
the “Supplier” means Zenles d.o.o.
the “Buyer” means the person, firm or company purchasing seeds from the Supplier;
“the Seeds” mean the seeds which the Supplier is to supply to the Buyer in accordance with these conditions.
2. Basis of the Sale
2.1 The Supplier contracts on these conditions only, and acceptance by the Supplier of any order from a Buyer shall be upon these conditions and shall override any other terms and conditions stipulated or incorporated by the Buyer in its order or in any negotiations. Variations or representations will only be binding on the Supplier if confirmed in writing by an authorised officer of the Supplier.
2.2 No contract for the sale of Seeds shall be concluded until the Supplier has issued an “Acknowledgement of Order”.
2.3 The Supplier reserves the right to refuse any order.
2.4 Where an order for Seeds is placed on the basis that Seeds will be supplied following a harvest, such an order is only accepted on the basis that it is subject to the availability of the relevant Seeds.
3. The Seeds
3.1 All information relating to varieties, varietal characteristics or periods of maturity and all descriptions and illustrations contained in the Supplier’s catalogue, price list and advertisements or otherwise communicated to the Buyer are intended to present merely a general idea of the Seeds described and shall not form part of the contract or constitute a representation
3.2 Where the Supplier is unable to supply the variety of Seeds ordered, the Supplier reserves the right to supply what it considers to be the most suitable alternative, provided always that if such substituted variety is not acceptable to the Buyer, the Buyer must return it to the Supplier within 14 days of receipt
3.3 Disease of plants can be transmitted by wind, insects, animals or by human agencies and can be seed or soil borne. The Supplier believes the Seeds sold subject to this agreement to be free from latent defect. It is not a condition of sale or a warranty that any Seeds are free from such a defect.
3.4 Seeds will perform differently in different growing environments and therefore no warranty can be given as to the nature, size or appearance of any plants grown from the Seed. The Buyer shall be solely responsible for determining whether or not the anticipated growing conditions are suitable for the Seeds and any advice given by the Supplier in this respect shall be given without liability to the Supplier and shall not be deemed to be a representation.
3.5 Where germination or purity percentages are given to the Buyer and form a term of the contract for the supply of Seeds, and the germination or purity of the Seeds falls short of the quoted percentages the Supplier shall, upon being given notice in writing (no later than one month after sowing or two months after delivery whichever shall be earlier) of any such shortfall, at its option either supply an additional quantity of Seeds equivalent to the percentage shortfall or discount the price charged to the Buyer for the Seeds by such percentage shortfall.
3.6 Where a sample of the Seeds has been exhibited to or inspected by the Buyer such a sample is so exhibited or inspected solely to enable the Buyer to judge for itself the quality of the bulk. The Buyer shall take the Seeds at its own risk as to their corresponding with the said sample and subject to the normal variation between the bulk and the sample excepted by the trade.
4.1 Subject to 4.3 below the price of Seeds is as stated on the Acknowledgement of Order and is net of Value Added Tax at the appropriate rate. Save where otherwise agreed, such price shall be in accordance with Supplier’s then current price list. The Supplier reserves the right to vary such price list from time to time and will endeavour to give the Buyer prior notice of any variations made to it.
4.2 Where carriage, insurance, storage or other charges are shown separately from the price of Seeds, they are nevertheless payable by the Buyer at the same time as if they form part of the price and shall be treated as such for the purposes of these conditions.
4.3 The price of any variety which becomes the subject of plant breeders rights under the Plant Varieties and Seeds Act 1964 (or any subsequent regulation) will be adjusted to include the cost of any royalty payable to the owner of the rights. In a case where the variety is already subject to plant breeders rights and there is a change in rate of royalty payable, the Supplier reserves the right to increase the price accordingly.
The Buyer may not cancel the contract without the written consent of the Supplier. If such consent is given, it is made on the express condition that the Buyer shall indemnify the Supplier against all loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing
6.1 Payment shall be made net cash within 30 days of the date of the invoice relating to the Seeds but the Supplier reserves the right to require payment for the Seeds prior to delivery or despatch
6.2 In the case of overdue payment, the Supplier may charge interest to the Buyer on the amount overdue calculated on a daily basis at the rate of 2% per month without prejudice to any other rights of the Supplier.
6.3 Payment on or before the due date is of the essence of the contract and is a condition precedent for any future deliveries to the Buyer or to its order.
6.4 Where the Supplier has agreed that the Seeds may be paid for by installments any failure by the Buyer to pay an installment when due shall entitle the Supplier to treat such failure as the Buyer’s repudiation of the whole contract without prejudice to its other rights to recover damages for that breach
6.5 All payments due from the Buyer under these Conditions shall be made without any set-off, deduction or deferment of any nature and shall be made in the currency stated in the Acknowledgment of Order.
6.6 Notwithstanding the provisions of clause 6.1, upon the occurrence of any event under clause 12 any period of credit allowed for the Buyer on any contract with the Supplier, whenever made, shall cease to apply and payment for all Seeds shall be or be deemed to have become due forthwith on delivery
7.1 Any time or date specified for delivery is given in good faith as an estimate only and the Supplier shall not be liable for any direct or indirect loss, damage or expense howsoever arising from any delay in delivery
7.2 The Supplier may deliver by installments and may treat each delivery as a separate contract.
7.3 The Buyer shall accept deliveries of Seeds at the address stated on the purchase order when offered and shall be liable for any additional costs suffered by the Supplier in the event of wrongful refusal or delay in accepting delivery, in failing to provide premises, services or information for the Supplier to effect safe delivery, or in the event of future deliveries being withheld through the Buyer’s non-payment.
7.4 The buyer shall report in writing to the Supplier and the carrier any alleged defects within three working days from date of delivery and if goods are damaged in transit that the delivery sheets be signed ‘Damaged in Transit’.
8. Returned Seed
Credit for Seeds returned shall be at the discretion of the Supplier and will not be given unless the Seed is returned with the Suppliers prior permission within 7 days of delivery and with seals unbroken in the original packaging and undamaged. The Supplier reserves the right to require a handling charge to be paid by the Buyer in circumstances where permission is given.
9. Retention of Title
9.1 Property in the Seeds shall not pass to the Buyer until the Buyer has paid to the Supplier all sums owed (under this or any other contract) by the Buyer to the Supplier. The Seeds shall be at the risk of the Buyer on delivery
9.2 The Buyer will indemnify the Supplier against any loss or deterioration in the Seeds while they remain the property of the Supplier and will keep the Seeds properly insured for not less than their contract value.
9.3 Without prejudice to any other rights the Supplier may have, the Supplier may recover the Seeds and the Buyer agrees that the Supplier, its agents or employees may enter on the Buyer’s premises and remove the Seeds at any time, if any of the events in Clause 12(a)-(f) occur and property in the Seeds has not passed to the Buyer.
9.4 Until property in the Seeds has passed to the Buyer, the Buyer:-
(a) shall not pledge the Seeds or documents of title thereon or allow any lien to arise thereon
(b) shall store the Seeds on its premises separately from its own seeds and those of any other person and in a manner which makes them readily identifiable as seeds of the Supplier
(c) shall not deal with or dispose of the Seeds or documents of title thereto or any interest therein (other than by sale to an independent purchaser buying entirely in the ordinary course of the buyer’s business)
9.5 If payment of any sum is overdue the Supplier shall have the right to commence proceedings against the Buyer for the price, notwithstanding that property in the Seeds has not yet passed to the Buyer.
10. Warranty and Liability
10.1 The Supplier warrants that the Seeds supplied comply, at the time of delivery, with the EU Regulations then in force
10.2 Unless the Buyer gives notice of any claim or defect in respect of Seeds supplied within the following stated periods, the Supplier shall be deemed to have discharged its contractual obligations in respect of those deliveries:-
10.2.1 any claim for non-delivery of any Seeds shall be notified in writing to the Supplier within 14 days of the date of the relevant invoice;
10.2.2 any claim that Seeds have been delivered damaged, are not of the correct quantity, or do not comply with their description shall be notified in writing within 7 days of their delivery;
10.2.3 any alleged defect shall be notified to the Supplier in writing within 7 days of delivery of the Seeds or, in the case of a defect which is not reasonably apparent on inspection within 5 days of the date upon which the defect might reasonably have been expected to come or actually did come to the notice of the Buyer whichever is the sooner;
10.2.4 where the Seeds have been treated or repackaged by the Buyer in any way.
10.3 The Supplier offers the Seeds for the production of consumer crops and not for the reproduction of seed and consequently no responsibility can be accepted for any seed crops produced
10.4 If any Seeds supplied do not conform with the terms of the contract of sale or prove to be defective the Supplier will at its option replace the Seeds free of charge or will refund all payments made in respect of the defective Seeds by the Buyer. Save as provided under the Unfair Contract Terms Act 1977 the Supplier’s liability for any loss, injury or damage of any nature whatsoever, whether direct or consequential, arising out of or in connection with any Seeds supplied by the Supplier or resulting from the use thereof and whether arising out of a breach of implied or express term warranty or condition shall not exceed the cost to the Supplier of replacing the Seeds.
11. Force Majeure
The Supplier shall bear no liability for loss, damage or delay howsoever arising caused in circumstances outside its control including (but not limited to) Acts of God, war, strike, civil commotion, work to rule or go slow, over time bans, lock-outs, failure of crops grown by us or on our behalf, fire, flood, drought or inability to procure materials or articles except at increased prices due to any of the foregoing causes (and in these circumstances may suspend or cancel the whole or part of any delivery). The Supplier shall endeavour to notify the Buyer as quickly as reasonably possible if a force majeure event occurs.
Without prejudice to any other rights it may have and without prejudice to the provisions of clause 9 above, the Supplier may, by notice to the Buyer, terminate any contract between the Buyer and Supplier forthwith and/or immediately recover from the Buyer all sums due from the Buyer under any contract with the Supplier (notwithstanding any period of credit which may have been allowed) together with any accrued interest and other legitimate charges and any loss caused to the Supplier as a result of any termination if:
(a) any payment due by the Buyer to the Supplier is overdue in whole or in part; or
(b) the Buyer shall commit any breach of any of the terms of any contract with the Supplier provided that if the breach is remediable the Supplier has given to the Buyer notice of such breach which has not been remedied within seven days thereafter; or
(c) a resolution is passed or a Court Order made resolving or ordering the Buyer to be placed into liquidation or ordering that an administrator be appointed over all or any of its assets; or
(d) a receiver or administrative receiver is appointed over all or any of the assets of the Buyer; or
(e) the Buyer (being an individual) has a petition in bankruptcy entered against him; or
(f) the Buyer ceases to threatens to cease to carry on trading
If at any time any question, dispute or difference whatsoever shall arise between the Supplier and the Buyer in relating to or in connection with the contract, either of them shall give to the other notice in writing that it requires such question, dispute or difference to be referred to arbitration in accordance with the rules of the United Kingdom Agricultural Supply Trade Organisation (UKASTO) and the National Farmers Union (NFU)
No waiver by the Supplier of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision of the contract.
15. Invalidity of Contractual Term
The parties agree to be bound by these conditions which they consider to be reasonable. If any clause of these Conditions is held by any Court or competent authority as invalid or unenforceable in whole or in part the validity of the remainder of these Conditions and of the remainder of the provisions in question shall not be affected thereby.
The Buyer agrees to indemnify the Supplier against all claims relating to the Seeds sold to the Buyer in respect of any loss damage or expense sustained by any third party save only in respect of death or personal injury caused by the negligence of the Supplier or any of its employees or agents.
17. International Sales
17.1 In the case of the international sale of Seeds, the price quoted is ex works to the Supplier except in the case of Sunflower which is ex California, USA, but the Supplier may arrange carriage to a destination specified by the Buyer, if so requested in writing by the Buyer. The Buyer shall be responsible for all taxes, import duties, delivery charges and other costs arising.
17.2 In cases of international supply contracts as defined by Section 26 of the Sale of Goods Act 1979; all conditions warranties and other terms expressed or implied statutory or otherwise are hereby expressly excluded, unless contained in these terms or otherwise expressly agreed by the Supplier in writing.
17.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Seeds into the country of destination and for the payment of any duties thereon in such country and any other costs relating to delivery of the Seeds.
17.4 Where the Buyer requires supply of the Seeds to a Member State of the European Community, the Buyer shall provide the Seller with its VAT Registration Number.
The Buyer shall not assign or transfer any contract to which these Conditions apply nor the benefit thereof to any person whatsoever.
19. Currency Fluctuation
Where the Seeds are of foreign origin the Supplier reserves the right to adjust the price payable by the Buyer so as to reflect any alteration in the value of the pound sterling in terms of the currency of origin of the Seeds between the date of sale and the relevant invoice date.
Without prejudice to any other remedies the Supplier shall, in the event of default by the Buyer or any of the situations set out in clause 12 arising, have a general lien on all seeds and property in its possession and belonging to the Buyer in respect of any sums due from the Buyer and shall be entitled after giving 14 days’ written notice to the Buyer to dispose of such Seeds or other property as it thinks fit.
21. Proper Law of the Contract
The construction, validity and performance of any contract shall be governed in all respects by the law of England and the Buyer shall at all times provide the Supplier with an address in England or Wales where it will accept service of proceedings.