ACH Seeds Purchase Terms and Conditions

USE RESTRICTIONS

The seed in this package (the “Seed”) may only be used by Buyer for the purpose of producing sugarbeets to be processed for sugar. Breeding, research, DNA or RNA analysis or other use, sequencing, molecular marker fingerprinting or analysis, tissue culture, mutagenesis, transformation techniques, other testing , sale or resale of any kind of the Seed or plant material developed from the Seed is strictly prohibited without a signed license agreement with ACH Seeds® . There are no third party beneficiary rights regarding the Seed.

NOTICE TO BUYERS

Under the Seed laws of several states, arbitration, mediation or conciliation is required as a prerequisite to maintaining any legal action based upon defective or non-conforming Seed. The Buyer shall file a complaint with the Commissioner/Director/Secretary of Agriculture, Seed Commissioner, or Chief Agricultural Officer within such time as to permit inspection of the plants or crops by the designated agency and ACH Seeds. A copy of the complaint shall be sent to ACH Seeds by certified or registered mail, or as otherwise provided by state statute. Information about the requirements may be obtained from the state Department of Agriculture.

LIMITATIONS OF WARRANTIES AND REMEDIES

NO WARRANTY is made for crop yield and quality because outcomes may be variable and are dependent upon many factors beyond the control of ACH Seeds. ACH Seeds warrants that all Seed sold to Buyer 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, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF DEALING OR USAGE OF TRADE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE LABEL. ACH SEEDS TRANSFERS ONLY THOSE RIGHTS, TITLE AND INTEREST TO BUYER THAT IT MAY HAVE REGARDING THE SEED.

No claim shall be asserted against ACH Seeds unless Buyer reports to ACH Seeds within a reasonable period after discovery (not to exceed thirty (30) days), any condition that might lead to a complaint or claim. BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LOSS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL, DIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) SHALL BE LIMITED TO REPAYMENT OF THE PURCHASE PRICE OR REPLACEMENT SEED, AT ACH SEEDS’ SOLE DISCRETION.

By acceptance of or payment for the Seed, Buyer agrees that the terms and conditions stated herein constitute the entire agreement between Buyer and ACH Seeds. Buyer shall return the original unopened Seed package to ACH Seeds within twenty (20) days of receipt for a refund of the purchase price if Buyer does not agree to these terms and conditions.

This sale of Seed to Buyer is subject to the following additional terms and conditions:

1. Buyer’s Order will be filled subject to availability (as further described in Paragraph 8) and shall be subject to the receipt of all necessary approvals by applicable Seed committees and/or other similar committees.

2. All orders, terms and conditions of sale are subject to credit approval by ACH Seeds at time of shipment. ACH Seeds is the sole judge of credit risk.

3. All payments shall be in United States Dollars.

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

5. When the price per unit is not otherwise agreed upon in writing prior to the shipment of the Seed, then the price per unit will be ACH Seeds’ price for the Seed at the time of shipment.

6. Regardless of which party bears the cost of transportation, title to the Seed and the risk of loss shift to Buyer upon delivery of the Seed to Buyer by a carrier, or if Buyer or a representative of Buyer picks-up the Seed, title and risk of loss pass to Buyer at the time of pick-up.

7. Unless otherwise agreed to in writing, Buyer shall bear all transportation costs.

8. ACH Seeds takes all due measures to ensure that it can deliver the entire quantity of Seed Buyer orders. Occasionally, however, circumstances and contingencies beyond ACH Seeds’ control may limit the supply and/or availability of the Seed, and therefore, ACH Seeds may be unable to fulfill all orders for the Seed. Examples of potential contingencies and circumstances include crop failures and shortages, lower than average crop and/or processing yields, wars, strikes, floods, acts of God, and embargoes. In the event any contingencies or circumstances prevent the delivery of the Seed, ACH Seeds shall not be liable for damages, and shall at its option either (i) cancel Buyer’s Order or (ii) attempt to fulfill as much of this Agreement as is practicable using its approved suppliers.

9. Special arrangements or agreements entered into with an agent or representative of ACH Seeds will not be recognized unless accepted in writing by ACH Seeds.

10. Returns are limited to a maximum of 10% of the total Seed delivered to the Buyer for initial plant. Return limits are subject to revision by ACH Seeds in its sole discretion should market conditions change. Only Seed packages that are unopened, undamaged, and in good condition with labels/tags intact will be considered for return. Seed with optional treatments is not returnable.

11. A finance charge will be assessed on past due balances at the maximum rate allowed by local law, but shall not exceed 18% per annum.

12. The parties expressly agree that (i) usage of trade, course of dealing, and/or course of performance evidence cannot be used to explain, supplement, contradict, or in any way affect this sale and (ii) no extrinsic evidence may be offered to resolve or introduce an ambiguity into these terms and conditions.

13. The performance of the Seed is subject to a number of factors, such as weather conditions, soil conditions, use or manner of application of chemicals and fertilizers, presence of other materials, and the like, all of which are beyond ACH Seeds’ control. All such risks are expressly assumed by Buyer. Exposure of the Seed to certain conditions, including but not limited to, high temperatures and humidity and close proximity to pesticides, petroleum seeds, solvents, etc., can adversely affect germination. Buyer assumes all risks associated with exposing the Seed to such conditions.

14. ACH Seeds expressly reserves the right to pursue all legal and equitable remedies, including the filing and perfection of a lien against Buyer’s crop, if the Seed is not paid for on or before the date the Seed is delivered to Buyer. ACH Seeds shall be entitled to recover all attorneys’ fees and costs incurred in attempting to collect any unpaid amounts from Buyer.

15. Roundup Ready® sugarbeet seed will not be sold to any Buyer that does not have a valid Monsanto Grower Technology ID.

16. In the event a Roundup Ready sugarbeet crop is determined unacceptable for maintaining through harvest by the earlier of either (a) 60 days after planting, or (b) by July 15 of the current production year, the Buyer will be eligible for a field abandonment credit. The abandoned area must be 10 or more contiguous acres. In order to be eligible, Buyer must notify ACH Seeds within 10 days of the field abandonment. If eligibility requirements are met, field abandonment benefits on Seed planted on acres, which are lost and not taken to harvest will be provided to the Buyer.

Roundup Ready® is a registered trademark used under license from Monsanto Company.

TACHIGAREN® NOTICE

Tachigaren is labeled by the manufacturer for protection of sugarbeets from Seedling diseases caused by Aphanomyces. No claims are made for effectiveness against late season root rot. ACH Seeds offers this Seed treatment as a service to its Buyers and is not in a position to make recommendations concerning its efficacy, nor to provide advice as to which rate should be used.

Treatment of Seed with Tachigaren lowers final laboratory germination percentage due to the chemical coming in contact with the Seed in the absence of soil to act as a buffer. Therefore, this lowered germination is not a reliable indicator of Seed quality.

Tachigaren may cause slowing of emergence, but data from controlled studies show no detrimental effect on final stand establishment and in the presence of Aphanomyces, the final stand establishment is improved.

Analytical recovery of Tachigaren from treated Seed can vary and will decline during storage under normal conditions. Seed treated with Tachigaren should be planted the crop year purchased and not carried over to the next year. Tachigaren® is a registered trademark of Mitsui Chemicals Agro, Inc.

ACH Seeds Terms of Use

These Terms of Use govern your use of this Web Site, provided by ACH Seeds. By accessing this Site, you are indicating your acknowledgment and acceptance of these Terms of Use. These Terms of Use are subject to change by ACH Seeds, at any time in its discretion. Your use of this Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms of Use regularly. Restrictions of Use. You may use this Site for purposes expressly permitted by this Site. You may not use this Site for any other purpose, including any commercial purpose, without ACH Seeds’ express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand this Site, or (ii) frame this Site, or (iii) link to this Site, without the express prior written permission of an authorized representative of ACH Seeds. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish or distribute this site or content accessible within this Site. You agree to cooperate with ACH Seeds in causing any unauthorized co-branding, framing or linking immediately to cease.

Proprietary Information. The material and content accessible from this Site, and any other Web Site owned, operated, licensed or controlled by ACH Seeds (the “Content”), is the proprietary information of ACH Seeds or the party that provided the Content to ACH Seeds and ACH Seeds or the party that provided the Content to ACH Seeds retains all right, title and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted or transmitted in any way without the prior written consent of ACH Seeds except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates ACH Seeds’ intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Site. Links. This Site may be linked to other sites that are not maintained by, or related to, ACH Seeds. Links to such sites are provided as a service to users and are not sponsored by or affiliated with this Site or ACH Seeds. ACH Seeds has not reviewed any or all of such sites and is not responsible for the content of those sites. Links are to be accessed at the user’s own risk, and ACH Seeds makes no representations or warranties about the content, completeness or accuracy of these links or the sites linked to this site. Further, the inclusion of any link to a third-party site does not necessarily imply endorsement by ACH Seeds of that site. Submissions. You hereby grant to ACH Seeds the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all content, remarks, suggestions, ideas, graphics, or other information communicated to ACH Seeds through this site (together, the “Submission”), and to incorporate any Submission in other works in any form, media or technology now known or later developed. ACH Seeds will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future ACH Seeds operations. ACH Seeds will treat any personal information that you submit through this site in accordance with its Privacy Policy.

Disclaimer. You understand that ACH Seeds cannot and does not guarantee or warrant that files available for downloading from the internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data. ACH Seeds does not assume any responsibility or risk for your use of the internet.

The Content is not necessarily complete and up to date and should not be used to replace any written reports, statements or notices provided by ACH Seeds. Investors, borrowers and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own professional judgment. Information obtained by using this site is not exhaustive and does not cover all issues, topics or facts that may be relevant to your goals. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. The Content is provided “as is” and without warranties of any kind, either expressed or implied. ACH Seeds disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, TITLE OR NON-INFRINGEMENT. ACH Seeds does not warrant that the functions OR CONTENT contained in this site will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. ACH Seeds does not warrant or make any representation regarding use, or the result of use, of the content in terms of accuracy, reliability or otherwise. The content may include technical inaccuracies or typographical errors, and ACH Seeds may make changes or improvements at any time. You, and not ACH Seeds, assume the entire cost of all necessary servicing, repair or correction IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. ACH SEEDS MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and ACH Seeds does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete. Limitation on Liability. ACH SEEDS, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, EVEN IF ACH SEEDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Indemnity. You will indemnify and hold ACH Seeds, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

Trademarks. Trademarks, service marks and logos appearing in this site are the property of ACH Seeds or the party that provided the trademarks, service marks and logos to ACH Seeds. ACH Seeds and any party that provided trademarks, service marks and logos to ACH Seeds retain all rights with respect to any of their respective trademarks, service marks and logos appearing in this site. Information You Provide. You may not post, send, submit, publish or transmit in connection with this site any material that:

  • you do not have the right to post, including proprietary material of any third party;
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic or indecent;
  • does not pertain directly to this site;
  • threatens or abuses others, libels, defames, invades privacy, stalks, or is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
  • solicits funds, advertisers or sponsors;
  • includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  • amounts to a ‘pyramid’ or similar scheme;
  • disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or
  • contains links to other sites that contain content that falls within the descriptions set forth above.
ACH Seeds reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither ACH Seeds nor any third party that provides Content to ACH Seeds will assume or have any liability for any action or inaction by ACH Seeds or such third party with respect to any Submission. Security. You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, ACH Seeds reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. ACH Seeds reserves the right to investigate suspected violations of these Terms of Use.

ACH Seeds reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing ACH Seeds to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THIS AGREEMENT, YOU WAIVE AND HOLD HARMLESS ACH SEEDS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ACH SEEDS DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ACH SEEDS OR LAW ENFORCEMENT AUTHORITIES. Miscellaneous. These Terms of Use will be governed and interpreted pursuant to the laws of Minnesota, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Minnesota in connection with any dispute between you and ACH Seeds, arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter of these Terms of Use will be in the state and federal courts in Minneapolis, Minnesota. If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain. ACH Seeds may revise these Terms of Use at any time by updating this posting. ©2017 ACH Seeds