Availability
Since seeds are growing organisms and their growth is subject to pests, disease and climatic conditions, all sales of United Kingdom grown seeds are subject to harvest and the Seller reserves the right in the event of market shortages to apportion such supplies as become available among his customers at his sole discretion. Where seeds sold are imported, their sale is subject to supplies being made available to the Seller by his normal supplier with whom the contract for their supply has been placed. In the event of failure of such supplies from abroad, and the seeds not being replaceable from other sources at a price no greater than that charged in the present contract, this sale agreement will be deemed to be cancelled without any liability to either party providing notice of such failure is given to the Buyer at the earliest opportunity.

Applicability
These terms and conditions of sale shall be applicable to all offers and sales made by Rijk Zwaan UK Ltd. hereafter also called "The Company" or "The Seller".
The giving or sending of an order to The Company constitutes an acceptance of these terms by the purchaser who, if he/she does not accept these terms, must return the goods forthwith.

Prices
Prices are for net weights; bags are free and non-returnable. All prices quoted by letter or verbally by Head Office personnel or our authorised representatives are subject to alteration without notice.

Carriage
All orders under £150.00 will be despatched by 1st class post or parcel post unless otherwise notified, and will be charged at cost.
We reserve the right to charge carriage at cost on all orders weighing 10 kilos or more.
Other orders are, unless otherwise stated, inclusive of packing and delivery, carriage paid home in England, Scotland, Wales or f.o.b. English ports.

Damage, Delay or Loss in Transit
On receipt of all goods, please inspect carefully and advise us immediately if there is any sign of damage. Sign "Damaged in Transit" and indicate then that a claim will be made.
In the case of goods actually delivered damaged, Rijk Zwaan UK Ltd must notify the carrier within 10 days of delivery. Customers are, therefore, requested to notify us immediately by telephone of any case of goods received damaged and confirm by return first class mail so that the necessary claim can be made.
In cases of non-arrival of goods, within 24 hours of despatch, advise Rijk Zwaan UK Ltd. This gives The Company the time to lodge a complaint within the time limit with their Carriers.

Returned Seed
The acceptance of return of goods for credit where such goods are found to be surplus to the requirements of the Buyer is at the complete discretion of the Seller. In no event will the return of such goods be accepted for credit unless they are returned, the Seller’s prior permission having been obtained, seals unbroken in the original packaging and in an undamaged condition within 5 working days of delivery quoting the original invoice number.
All goods returned for credit are subject to a handling charge which will be made known to the Purchaser at the time he requests permission to return them. Goods which were specially ordered cannot be returned for credit unless it is alleged that they are not of merchantable quality.

Ownership and Risk

1. Until paid for in full, all goods supplied by the seller remain the property of The Company.
2. Risk passes to the buyer on delivery of the goods.

Conditions regarding ownership and risk do not affect the seller’s contractual rights and all goods supplied must be paid for in accordance with the contract.

Delivery
Each delivery or consignment shall stand as a separate contract.

Latent Defect
Diseases of plants can be transmitted by the wind, by insects, by animals or by human agencies and may be seed-borne or soil-borne. We believe the seed hereby sold to be free from latent defect, but it is not a condition of sale nor do we warrant that any seed sold by us shall be free from such defect and we will not be responsible in any way for the resultant crop.

Special Treatments
Where specially treated or tested seed is offered, our assurance is limited to the fact that the treatment or testing to the specification quoted has been carried out; beyond this assurance we cannot accept any liability.

Seed Treatment at Buyer’s Request

1. Where at the Buyer’s request any treatment whether chemical or otherwise is supplied to the seed, the seller’s liability shall be limited to such treatment being carried out in the correct manner and/or in accordance with the instructions given by the manufacturer of the chemical in question and the seller accepts no responsibility whatsoever for the effectiveness of such treatment or any damage direct or consequential which may result therefrom.
2. Where the seeds have been treated with a liquid or powder to control pests or diseases, or have been fumigated or pelleted, the purity and germination percentages are based on tests made before the treatment.

Force Majeure
Should the fulfilment of any contract or order be prevented or delayed by Act of God, action by any Government, blockade, revolution, prohibition of export or import, riot, civil commotion, strikes, lockouts, force majeure, failure of crops, breakdown of machinery, power failure, fuel shortage, loss and/or detention at sea or any other contingency beyond our control, we will not be responsible for any loss and/or damage occasioned thereby. Should any of the goods be rendered unfit for delivery by reason of any of the above acts, the contract so far as it relates to those goods shall be deemed to be cancelled.

Terms of Payment
1 a) Payment shall be made within 28 days of the date of the invoice.
b) Any account outstanding beyond our normal credit terms will be passed out of hand to Wood, Sherwood, Pocklington and will be subject to a surcharge of £50.00 to cover the cost incurred; such accounts will also be subject to any other costs incurred in obtaining settlement.
2 Interest charged on outstanding accounts.
Due to high interest charges, a credit charge of 2% per month will be made if an invoice is not paid by the due date. The Company reserves the right to vary the rate of interest charged.
3 Retention of Title.
All goods will remain the property of the Company until the price has been paid in full and the customer shall remain a bailee only until payment is made.
4 Complaints.
Complaints about short weight, bad packing or numbers shall be submitted to The Company in writing within six working days of the arrival of the goods.
Complaints about germination shall be submitted to The Company in writing within 60 days of the arrival of the goods.
Complaints about trueness to variety and varietal purity shall be submitted to The Company in writing as soon as possible and in any case as soon as the crop has sufficiently developed to properly judge the correctness of the complaint.
Any complaint by the customer relating to an invoice must be notified by The Customer to The Company in writing within 14 days of the date on the invoice.
The fact of having submitted a complaint does not give the purchaser a right to postpone payment.

Non-Payment
We, The Seller, reserve the right to withhold deliveries under a Contract until all and any outstanding payments under any other Contract between us and the Buyer have been received and reserve a lien upon - and the right to sell or otherwise dispose of - all goods the subject of this Contract whether appropriated to it or not in respect of any such payments.

General
Seeds sold by The Company are guaranteed to comply at the time of delivery with the UK Seeds Regulations currently in force. Special treatments are undertaken as a service at customers’ request on seed already purchased by them. All information whether contained in The Company’s literature or given by its staff is given for general guidance only. Variation in local or climatic conditions can render such information inaccurate. Buyers are therefore advised that any such information given to them does not constitute a representation by The Company as to these matters and should not be relied on as such. Customers should satisfy themselves that any seeds which they order are of a variety and performance satisfactory for their requirements and order such seeds at their own risk. Seeds offered in Raisers sealed packets are subject only to Raisers Conditions of Sale.
All germination figures quoted are based on laboratory tests as defined by the ISTA, EEC Regulations and are not the figures that can be expected to grow in the field.
Vegetable Seeds and Turnips listed in our Catalogues/Offer to which the appropriate regulations apply are "Standard Seeds" unless otherwise specifically designated as "Certified" Seeds to which the regulations apply, and are offered as complying with the EEC “Rules and Standards” or as complying with “Legal Standards” as laid down in the regulations unless specifically licensed otherwise by the Ministry of Agriculture, Fisheries and Food.

Complaints
No complaint under these Terms and Conditions of Sale can be considered unless clear proof can be given that the seed grown and alleged to have performed unsatisfactorily was in fact the seed supplied by The Company and that it was sown on suitably prepared ground treated carefully and correctly throughout and subject only to such conditions as were likely to produce a favourable crop.

Claims
Claims based upon those defects of quantity, quality or condition which should be apparent upon reasonable examination shall be advised immediately and written confirmation despatched by first class post within 5 business days of arrival of the goods at the destination to which they have been consigned.

Disputes
Any dispute under a contract shall be referred to arbitration as follows:
In case of a dispute concerning sales to purchasers both parties will attempt to reach a mutual settlement. When this does not lead to the desired result, both parties will subject themselves to the judgement of an arbitration committee, which is appointed by and conforms with the FIS/RUSPO “Rules and Usage for the International Trade in Vegetable Seeds” rules for all disputes.
On purchase of seed all parties shall be deemed to have knowledge of such rules and to have elected to be bound thereby.

Insolvency
(i) If either party to the contract:

1. Has a Receiver or Liquidator appointed to any of his property or business undertaking; or
2. Announces that he is ceasing to trade (other than for declared legitimate reasons such as retirement, whilst continuing to honour all existing contracts); or
3. Fails to make a payment as due, suspends payment and/or notifies any of his creditors that he is unable to meet debts or that he is about to suspend payment of his debts; or
4. Disposes or threatens to dispose of all or a material part of its assets whether by one or a series of transactions (other than for the sole purpose of and followed by reconstruction or amalgamation made known to and approved by the other party); or
5. Convenes, calls or holds a meeting of creditors or makes any arrangement, voluntary arrangement or composition with its creditors; or

(ii)If:

1. The directors of one party make or state an intention to make or give notice of a proposal for voluntary arrangement under Part 1 of the Insolvency Act 1986; or
2. A petition is presented for winding-up or administration of one party; or
3. A resolution (other than for the sole purpose of and followed by reconstruction or amalgamation of one party of which notice has been given to the other party who has approved it) is passed for the voluntary winding up of one party; or
4. One party is dissolved; or
5. A Statutory Demand in bankruptcy is served on one party; or
6. An interim Order under Part VIII of the Insolvency Act 1986 is applied for or made in respect of one party; or
7. A Bankruptcy Petition is presented against one party; or
8. A party suffers the levy or enforcement of any execution, distress, sequestration, detention or other process on any of its property or premises; or
9. A party being a partnership any of the above events occurs with respect to the partnership or to any partner therein then:-

notwithstanding any previous arrangement with the other party for deferred payments, the full or full remaining price for any goods delivered by the innocent party shall become immediately due to him; and the innocent party shall have the right upon giving written notice to the other party without prejudice to any other rights and remedies available to him forthwith to cancel and/or suspend or to refuse to accept any further deliveries and/or to terminate the contract at any time after becoming aware of any of the above circumstances.
(iii) Whenever any of these rights are exercised by the innocent party, the innocent party will not be liable to pay any compensation to the other party.

Liability

1. (a) All information, given verbally or written in catalogues and letters, is given in good faith, without accepting any responsibility/liability for it. If a description in catalogues and letters refers to resistance, this is meant to be the ability of plants of the variety to reduce or retard the effect of a specified pest or plant pathogen to a certain extent. Such ability is confined to the pests or pathogens mentioned and can never refer to any pests or pathogens which are still unknown, nor to pests and pathogens which cannot be indicated or detected in the laboratory during the seed stage. Immunity means: not subject to attack by named pests and pathogens. (b) Although The Company will do everything possible to deliver seeds of the agreed germination, purity or other characteristics, it is possible for a mistake to take place. In circumstances where a complaint is well-founded, we will not withdraw ourselves from an indemnification. The indemnification can, however, never be higher than the amount that has been paid for the seeds to which the complaint is related.
2. Where the buyer requests or is offered seed which has been pelleted or treated chemically or otherwise, the seller shall wherever possible apply such applications and treat the seed to the required specification although the seller cannot in any circumstances accept any responsibility or liability whatsoever for the condition, purity or germination of the seed after such treatment has been applied. If after such treatment has been applied it is proved that the seed is defective the seller will at its option either:
   1. replace the goods or
   2. refund all payments made to the seller by the buyer for the seed products and this shall be the sole extent and limit of the seller’s obligation in respect of any justified complaints.

Where such seed has been treated in accordance with Clause 2 above, the germination and purity specifications of the seed shall be based upon tests carried out on the seed prior to any such treatment being applied.

Pelleting
It is not allowed to pellet seeds delivered by The Company or to have them pelleted without our explicit agreement.

Breeders’ Rights, Nameright

1. The purchaser is not allowed to offer The Company’s seeds under a different name and shall sell such seeds under the name under which the seeds have been sold by us. Our trade name or variety names may not be used in conjunction with other seeds except those delivered by us.
2. The buyer shall not use the seeds delivered by us for seed production.
3. The seeds of original varieties, which are protected by Plant Breeders’ Rights or which are protected by nameright, may only be used by the purchaser in his own country.

Purpose of the Sale
All seeds are sold solely for the purpose of production of agricultural and horticultural crops, destined for human or animal consumption. Retailers, who sell our seeds, are obliged to impose this condition upon every purchaser.

Acceptance of Terms
The giving or sending of an order to The Company constitutes an acceptance of these terms by the purchaser who, if he/she does not accept these terms must return the goods forthwith.

Other Conditions
Otherwise either the FIS/RUSPO Rules and Usages for the International Trade in Vegetable Seeds, or - in the event of offers or sales to purchasers established in the United Kingdom the UKASTA conditions, are applicable to all offers and sales as far as they do not differ from the conditions herein.
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