TERMS AND CONDITIONS OF SALE & PROPERTY RIGHTS
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.
"Supplier" means Seedsense Limited (company number 3471367) registered
at The Tithe Barn, Mundesley Rd, Trunch, Norfolk NR28 0QB, England.
"Buyer" means the person, firm or company purchasing seeds from the
Seeds" mean the seeds which the Supplier is to supply to the Buyer in
accordance with these conditions.
Basis of the Sale
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.
No contract for the sale of Seeds shall be concluded until the Supplier
has issued an “Acknowledgement of Order”.
The Supplier reserves the right to refuse any order.
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.
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
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
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.
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.
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.
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.
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.
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.
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.
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
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
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.
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.
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
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.
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
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
The Supplier may deliver by installments and may treat each delivery
as a separate contract.
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.
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
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
Retention of Title
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
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.
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.
Until property in the Seeds has passed to the Buyer, the Buyer:-
shall not pledge the Seeds or documents of title thereon or allow any
lien to arise thereon
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
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)
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.
Warranty and Liability
The Supplier warrants that the Seeds supplied comply, at the time of
delivery, with the UK Seeds Regulations then in force
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
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;
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;
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;
where the Seeds have been treated or repackaged by the Buyer in any
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
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.
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.
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:
any payment due by the Buyer to the Supplier is overdue in whole or
in part; or
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
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
a receiver or administrative receiver is appointed over all or any of
the assets of the Buyer; or
the Buyer (being an individual) has a petition in bankruptcy entered
against him; or
the Buyer ceases to threatens to cease to carry on trading
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)
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.
Invalidity of Contractual Term
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.
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
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.
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.
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.
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
Buyer shall not assign or transfer any contract to which these Conditions
apply nor the benefit thereof to any person whatsoever.
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.
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.
Proper Law of the Contract
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.