ACH Seeds Purchase Terms and Conditions
LAST UPDATED September 18th, 2018
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 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.
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