DLF INTERNATIONAL SEEDS TERMS AND CONDITIONS OF SALE
1. TERMS: Payment by the Buyer of the purchase price shall be net cash on date of delivery, subject to sight draft, Order Notify Bill of Lading attached. Payments not made within terms will incur a late charge after the date due calculated at a rate equal to eighteen percent (18%) per annum or the highest rate allowed by applicable law, whichever is less.
2. DLF International Seeds, Inc. (“Seller’) warrants to the extent of the price that seeds sold are as described on the container within recognized tolerances.
3. Seller warrants that all goods sold hereunder are free and clear of all liens and encumbrances and that Seller has the right to sell the same and Seller shall warrant and defend the same against the lawful claims of all persons whomsoever. Buyer agrees that the seed and its germplasm shall not be used for plant breeding purposes.
4. In the event of short crop, Seller reserves the right to fill this order “prorata” and in case of complete failure of crop, Seller shall not be held liable.
5. Anything contained herein to the contrary notwithstanding, this contract shall be deemed to have been made at Halsey Oregon and Buyer hereby agrees to submit to the jurisdiction of the courts of the State of Oregon to resolve all disputes relating to this contract.
6. In the event that this sale is a sale to a purchaser located in the United States or Canada, then this contract and all matters relating to the performance of this contract shall be governed by the Noramseed Trade Rules and Usages except as the terms of this agreement may provide to the contrary. In the event of a conflict between the terms of this agreement and the Noramseed Trade Rules and Usages, then the terms of this agreement shall govern. At the option of Seller, any controversy hereunder may be resolved by suit or action in the appropriate court or by arbitration in accordance with the rules of the American Arbitration Association.
7. In the event that the sale is a sale to a purchaser located outside of the United States or Canada, then this contract shall be governed by ISF Rules. In the event of a conflict between the terms of this agreement and ISF Rules, then the terms of this agreement shall govern.
8. All amounts due under this agreement shall be payable in US dollars unless otherwise noted on the front of this agreement.
9. In the event of a conflict between the terms of this agreement and any other contract covering this same transaction, the terms of this agreement shall govern.
10. In the event that litigation is instituted arising directly out of this contract, then the losing party shall pay to the prevailing party its reasonable attorney fees at both the trial and appellate levels.
11. Buyer shall not assign this agreement or Buyer’s rights hereunder without the express written consent of Seller.
12. Seller neither warrants nor guarantees against damage from the use and/or application of the product sold and hereby is expressly relieved from liability therefore. Unless expressly stated herein, Seller shall not be deemed to have any knowledge of any particular purpose for which the goods sold hereunder are required.
13. This sale is based upon the present ocean freight rates, marine insurance, warfare, handing or terminal charges, tariff and custom house classifications, excises, taxes, and governmental charges, and any increase in any of the same subsequent to the date hereof, together with any demurrage charges, shall be at the expense of the Buyer.
14. Any excise, taxes, fees or other charges now or hereafter imposed by any governmental agency or authority on the products governed hereby, their production, refining, sale or use, shall be added to the price set forth herein.
15. In the event that Buyer defaults in any payment to the Seller or becomes insolvent, or if a receiver is appointed for all or a part of Buyer’s assets, or a petition in bankruptcy, either voluntary or involuntary is filed by or against Buyer, Seller may, at its option, cancel all or any unfilled portion of this contract.
16. In the event this agreement provides for the sale of several installments, then separate and independent contracts for sale of the several installments agreed to be delivered are intended, and no breach by the Seller as to a particular installment shall affect the contract for payment as provided, or to fulfill the terms of this, or any other agreement with the Seller. The Seller may, without prejudice to any other lawful remedy, defer further deliveries, or at its option, cancel this or any other contracts with the buyer, saving to the Seller the right to recover any damage suffered by such cancellation.
17. Failure by Seller at any time to require performance by purchaser of any of the provisions hereof shall in no way affect Seller’s rights hereunder to enforce the same nor shall any waiver of any breach hereof be held to be a waiver of any other succeeding breach, or a waiver of this non-waiver clause.
18. Buyer agrees not to assert any defense, setoff, recoupment, claim or counterclaim which Buyer may have against Seller relating to sums due under this agreement.
19. Any provisions hereof contrary to the law governing jurisdiction shall be deemed void to the extent of such prohibition, but without invalidating the remaining provisions hereof.
20. Buyer shall indemnify and hold harmless Seller from and against liability towards any third party in respect of any loss or damage for which Seller is not liable to Buyer in accordance with the terms hereof.
NOTICE TO BUYER: EXCLUSION OF WARRANTIES, LIMITATION OF
DAMAGES AND REMEDY AND LIMITATION OF TIME TO FILE CLAIM
Seller warrants that the seed will conform to the label description within recognized tolerances, as required by applicable seed laws. Except as provided in this Agreement, Seller makes no other warranties, express or implied, of merchantability, fitness for a particular purpose or otherwise.
Without prejudice to the generality of the foregoing no warranty is given concerning the suitability, survival or performance of the sod produced from the seed. The parties acknowledge that Buyer is responsible for the condition of the soil in which the seed is planted, and Buyer specifically acknowledges that the soil may contain noxious weeds, insects, diseases and other contaminants which may affect the quality of the sod produced from the seed. Seller shall have no liability to Buyer beyond the limited warranty contained herein.
Liability for damages for any cause, including breach of contract, breach of warranty and negligence, with respect to this sale of seed is limited to a refund of the purchase price of the seed or the replacement of the seed, at Seller’s option. This remedy is exclusive. In no event shall Seller be liable for any indirect, special, incidental or consequential damages, including but not limited to loss of profits. These limitations apply for all liabilities, including but not limited to, liability for delay, defects and product liability. Any claim for damages pursuant to this Agreement must be made within one (1) year after delivery of the product alleged to be defective.
“Many of the varieties sold by the Seller are PVP protected under the US Plant Variety Act. If the variety sold to you is protected under the US Plan Variety Protection Act such seed is a US protected variety and unauthorized propagation of such seed or unauthorized seed multiplication is prohibited. A register of the varieties subject to PVP protection can be found at www.ars-grin.gov/cgi-bin/nps/html/pvplist.pl.”
