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Terms & conditions of sale

1. All quotations are subject to crop availability and germination.  Buyer agrees to proration of order, at Vilmorin North America’s sole discretion.

2. Buyer agrees to accept delivery of all seed herein agreed to be purchased and sold, prior to July 31 of each year; provided, however, Vilmorin North America may cancel any portion of this order by giving thirty (30) days written notice.

3. NOTICE TO BUYER
3.1 PLEASE READ THIS NOTICE BEFORE PLANTING THIS SEED
 Vilmorin North America warrants that all seed sold has been labeled as required under applicable State and Federal seed law and that the seed conforms to the label description within recognized tolerances.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE LABEL.  BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LOSS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, OR NEGLIGENCE (WHICH SHALL NOT EXTEND TO INCIDENTAL OR CONSEQUENTIAL DAMAGES) SHALL BE LIMITED TO REPAYMENT OF THE PURCHASE PRICE.

3.2 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
 Vilmorin North America, states as its sole express warranty that seeds it sells will conform only to those descriptions of said seed that are required to be on the label thereof by Federal and applicable State seed law.  VILMORIN NORTH AMERICA DISCLAIMS AND DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED.  NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS MADE.  THERE ARE NO GUARANTEES OF FREEDOM FROM SEED BORNE DISEASES AND LIABILITY FOR SUCH DISEASES IS DISCLAIMED.

 PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF THIS SEED SHALL BE THE RETURN OF THE PURCHASE PRICE OF THE SEED.  Vilmorin North America and the seller of this seed shall not be liable for lost profits or any other special, incidental, or consequential damages that arise from the use of this seed.  This limitation of liability applies to all claims for damages, including claims based upon negligence, breach of warranty, breach of contract, or any other legal theory.

 If you do not agree with this Disclaimer of Warranties and Limitation of Remedies, do not plant this seed but rather return the seed to Vilmorin North America within 20 days of purchase for a refund of the purchase price.

4. It is understood and agreed that no deductions are to be made for exchange, transportation charges, drayage, or collection charges.

5. NO REVISION OF PRICES WILL BE MADE BECAUSE OF MARKET CHANGES OR FOR ANY OTHER REASON.  When prices are not entered on the order or agreed prior to shipment, items will be invoiced at Vilmorin North America’s price at date of shipment.

6. Title and risk of loss passed to buyer at point of shipment upon delivery to the original carrier or, if buyer or his agent picks up the merchandise, upon delivery to the buyer or his agent, regardless of which of the parties pays the carrier and regardless of which of the parties bears the transportation cost.

7. Transportation charges are for account of buyer unless otherwise agreed upon.

8. No liability is assumed by the seller for delay or  failure to deliver caused by war, strikes, fires, floods, embargoes, or any contingencies beyond seller’s control, which delay or prevent the seller from filling this order from its normal source of supply therefore.  Sale is based on expectation of an average crop.

9. Special arrangements entered into with salesmen or other agents will not be recognized unless noted on the original of this contract and accepted in writing by Vilmorin North America

10. If the commodities covered by this contract are not called for, or if shipping instructions are not received within five days from the date specified therefore, or if no date is specified, then five days after notice by registered mail to call for, or give shipping instructions, Vilmorin North America shall have the following alternative remedies, either of which may be exercised at any time thereafter and with or without prior notice to the buyer:  (1) Treat the contract as terminated as to any portion of the commodity covered by this contact not then shipped and recover damages for breach of contract or (2) Make shipment of such commodities to the buyer and invoice the buyer therefore.  In either event, the buyer shall pay Vilmorin North America as a part of the damages for breach of contract or as an addition to the invoice price a carrying charge of 25 cents per 100 pounds per month or fraction of a month from the expiration of such five day period to date of payment of such damage or of such invoice price.

11. Containers are not returnable for credit.

12. All items are due and payable in cash in accordance with terms stated on form of contract.  FINANCE CHARGES SHALL BE ADDED AT THE RATE APPROVED BY APPLICABLE STATE LAWS, NOT TO EXCEED 2% PER MONTH.  Purchaser shall be responsible for reasonable attorney fees to collect unpaid balances.

13. INSOLVENCY OF BUYER
13.1 This clause applied if:
13.1.1 The buyer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
13.1.2 an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the buyer; or
13.1.3 the buyer ceases or threatens to cease to carry on business; or
13.1.4 the seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly, .2 of this clause applies, then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the buyer, and if the goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous arrangement to the Contract.

14. NOTICE:  ARBITRATION/CONCILIATION/MEDIATION REQUIRED BY SEVERAL STATES
 Under the seed laws of several states, arbitration, mediation or conciliation is required as a prerequisite to maintaining a legal action based upon the failure of seed to which this notice is attached to produce as represented.  The consumer shall file a complaint (sworn for AR, FL, IN, MS, SC, TX, WA; signed only CA, GA, ID, ND, SD) along with the required filing fee (where applicable) with the Commissioner/Director/Secretary of Agriculture, Seed Commissioner, or Chief Agricultural Officer within such time as to permit inspection of the crops, plants or trees by the designated agency and the seedsman from whom the seed was purchased.  A copy of the complaint shall be sent to the seller by certified or registered mail or as otherwise provided by state statute.

15. IMPORTANT NOTICE REGARDING SEED BORNE DISEASES
 Vilmorin North America has undertaken all reasonable precautions to identify and control seed borne pathogens on this seed.  Seed treatments cannot assure complete immunity, especially if the disease is already present in the Buyer’s field or neighboring fields diseased from other diseases.  VILMORIN NORTH AMERICA OFFERS NO WARRANTY REGARDING SEED BORNE DISEASE, EITHER EXPRESSED OR IMPLIED, AND NONE SHOULD BE ASSUMED FROM ANY LANGUAGE HEREIN.

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