General terms of sale

Preliminaries

The rules and usage for international Trade of vegetable seeds (I.S.F.) apply to all our sales, unless otherwise specified. Our contracts are always concluded "subject to good crop". The modifications and additions mentioned hereunder are an integral part of our terms of sale.

The fact of placing an order with our Company implies acceptance of the terms and conditions of sale set forth in our catalogs or in any other business document issued by our Company, notwithstanding any stipulation to the contrary set forth in our customers' terms and conditions of purchase, headed notepaper or business documents.

The INCOTERMS referred to are contained in INCOTERMS 2000 CCI.


Marks

The names, marks, symbols, logos which are the property of our Company cannot be used without our prior agreement in writing, apart from sundries (packing, leaflets, publicity material...) on which we have them printed. Any fraudulent use will be subjected to legal proceedings.


Re-packing by the buyer

Our products must be sold in the original packaging. Any re-packing of our seeds by the buyer leads to the cancellation of any warranty on our part. If the case arises, the re-packer can substitute his own warranty, as VILMORIN Company refuses any liability in case of re-packing.

Besides, the interdiction to use the Company marks, as previously stipulated, also integrally applies.


Brand - Breeder's rights

The reproduction and/or the use of the protected varieties or registered trade marks or any kind of intellectual property are strictly forbidden without the express agreement in writing of the breeder and/or the owner.

Otherwise, the client is liable to have legal action taken against him.


Changes in labelling

Any change made to the original label renders the person making the changes fully liable and relieves VILMORIN from any liability concerning the items involved.


Reproduction of seed

The buyer is not allowed to use the delivered seeds for production of seeds by any means of multiplication.


Title release clause

The seller reserves the title to the goods delivered till full payment of the price. In this respect, shall not be considered as payment, under the terms of this provision, the delivery of any bill of exchange or any instrument creating an obligation to pay. The buyer is authorized, as part of normal operations on his premises, to resell the goods supplied. However he is allowed neither to leave them as security nor to transfer title to them as guaranty. In case of resale, he thus surrenders to the seller all receivables arising, for his benefit, from the resale to the third party buying the goods.

In case of foreclosure, or of any other intervention by a third party, the buyer shall give immediate notice of it to the seller.

Despite the application of this title release clause, the buyer shall bear the cost of risks should loss or destruction occur upon delivery of the goods. He shall also bear the cost of insurance.

Title to the goods sold in pursuance of this agreement secures all the seller's current or future receivables on the buyer.


Guarantees

The photos, descriptions and advice mentioned in our catalogues and documents are given for guidance only and cannot in any way be considered as contractual.

The seller guarantees to the buyer, to supply honest, healthy goods of marketable quality within its technical knowledge during the production period.

Results obtained by our clients, who are professional farmers depend on a large number of factors; not solely on the variety and seed quality, but also on factors that are difficult or impossible to judge or forecast and that may vary, in particular according to region, environment, cultivation and weather conditions, changes in technical knowledge, or techniques and methods of cultivation.

For this reason, the advice, suggestions, timing and growing cycles are given for information only. They cannot be taken as a contractual commitment nor as a guarantee of harvest.

In the event of seeds proving defective (whether as regards purity, authenticity, germination or otherwise), the sole liability of the seller cannot exceed the total amount supplied of the delivered item, inclusive of carriage charges.


Case of force majeure

The orders are carried out subject to force majeure. Are mainly considered as cases of force majeure, as non-exhaustive samples: acts of war, strikes, accidents and fires in any of the Companies intervening in the production and distribution of the seeds, as well as atmospheric disturbances and accidents during cultivation, leading to modifications in the availability in quantity or quality of the products sold and, in general, any reason beyond the control of the seller.


Payment

The terms of payment are stated on our contracts of sale or invoices.

For documentary payments we use the rules and practices of the CCI (latest version in force).

VILMORIN can stop without prior notice the partial or total execution of the contract of sale in case of incident in the payments or doubt on the buyer's solvency.

In case of late payment, we will be authorised to cancel any deals or orders in progress without prejudice to any other actions. This process will release us from all our commitments.


Arbitration

In the event of failure to reach an amicable settlement of any dispute arising out of the present agreement, in particular with regard to is validity, construction or termination, any such dispute will be submitted for arbitration by the International Chamber of Commerce of Paris, for arbitration by one or more arbitrators in accordance with the Rules of Arbitration of said Chamber of Commerce.

In the event of there being more than one arbitrator, the President of the Court of Arbitration, who must not be of French nationality, shall be chosen by the co-arbitrators within a period of thirty (30) days as from their being confirmed by the International Court.
This Chamber shall apply the rules and common practices of the I.S.F, in default of that it shall apply the laws of Switzerland (Code des obligations). The language used shall be English.

 

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