1.ACCEPTANCE OF TERMS AND CONDITIONS: - The placing of an order and/or taking delivery of the goods, whichever occurs first, shall constitute a full and unconditional acceptance of the terms and conditions of sale. It is further recorded that the opening of the product packaging shall constitute a further acceptance, alternatively confirmation of acceptance, of the terms and conditions contained herein.
2.SALE & PURCHASE:- Limagrain Zaad South Africa (LGZSA) hereby sells to the Consumer who purchases the goods, as identified on the order form and/or tax invoice. The purchase of the goods shall further at all times be subject to Limagrain Zaad South Africa (LGZSA)'s policy/ies regarding defects and/or returns. The front and back of this document constitute the entire agreement (‘the sales agreement’) between the parties in respect of any seed (‘the seed’) delivered by or on behalf of the seller, to or on behalf of the customer, and in respect of the order, sale, delivery and payment of the purchase price (‘the price’) of the seed, including any chemical treatment to the seed. The customer shall provide sufficient labour and equipment at the delivery point on the delivery date, failing which all transport and storage costs in respect of the seed shall be paid by customer prior to any further delivery. The customer agrees to ensure that the customer or an authorised individual shall be present to accept delivery and sign on the delivery note and warrants the authority of such individual to accept and sign. The customer warrants that the person signing this agreement and any document relating thereto is doing so on his behalf and is duly authorised to do so. The signature of any employee or agent of the customer on the seller’s delivery note or waybill or that of the carrier will constitute conclusive evidence of the receipt of the seed by the customer.”
3.TRANSFER OF RISK & INSURANCE:-AII risk of loss and/or damage to the goods shall immediately transfer to the Consumer upon delivery thereof. Delivery shall be affected ex works, as contemplated in the 2010 edition of the International Chamber of Commerce's Commercial Terms ("lncoterms®"). Limagrain Zaad South Africa (LGZSA) will only procure insurance at the written request of the Consumer and upon such terms as the parties may agree upon in writing.
4.QUALITY OF GOODS:- Limagrain Zaad South Africa (LGZSA) takes reasonable care to ensure that its products comply with its quality standards and meet the expectations of the Consumer. In the event that the Consumer is dissatisfied with the quality of the products, the latter may lodge a formal complaint with Limagrain Zaad South Africa (LGZSA), which shall be investigated and resolved accordingly. The determination of the quality of the goods shall be performed in accordance with accepted industry practices, protocol and the International Rules for Seed Testing issued by the International Seed Testing Association ("ISTA"). The customer hereby acknowledges that he is aware that treated seed should be planted as soon as possible after treatment. The customer further acknowledges that he is aware that storage and handling conditions as well as the carrying over of treated seed to subsequent seasons can have a detrimental effect on the seed’s germination and/or vigour. Any warranty given in terms of this agreement in respect of the seed will immediately become void should any chemical substance or treatment be applied to the seed after delivery. The customer hereby acknowledges that he is aware that the seed has been treated with potentially harmful chemicals and has adequately been informed hereof by the seller and the customer undertakes to take all precautionary measures and provide his employees, handling the seed, with protective gear and equipment to prevent any harm to either the customer or his employees as a result of handling the seed treated with the said chemicals. The customer hereby indemnifies the seller against any liability or claims resulting from the handling of the seed. The potentially harmful chemicals are clearly stated on the label of the seed concerned. Seller warrants that the chemicals have been applied to the seed according to the specification supplied to the seller by the chemical manufacturer and within tolerances set by the manufacturer
5.LABEL AND DESCRIPTION:- The label and description of the goods, as contained on its container and/or packaging, is merely for identification purposes and shall not constitute a warranty of the information contained therein.
6.WARRANTY & REPRESENTATION:- Unless contained in these terms and conditions of sale, no express, alternatively tacit, alternatively implied warranty or representation of any nature whatsoever is given in relation to the goods, its quality, purity and genetic purity, usages, merchantability, fitness, suitability for a particular purpose, results and/or expectations due to use or otherwise. All recommendations in respect of the goods shall be bona fide, not binding upon Limagrain Zaad South Africa (LGZSA) and not constitute a warranty of the goods' suitability for use or usefulness of whatsoever nature. Limagrain Zaad South Africa (LGZSA) does not warrant that the goods are free of any pests, insects, fungi, bacteria, weed seeds, chemicals or any other material and/or substance that may be harmful. The Consumer shall remain solely responsible to ensure that the goods are suitable for its intended use.
7.PRICE & PRICE FLUCTUATIONS: - Due to market and currency fluctuations prices of the goods may, from time to time, vary without notice. Prices are therefore not fixed and binding upon Limagrain Zaad South Africa (LGZSA) until expressly confirmed in writing to the Consumer. All prices quoted are exclusive of warehouse costs, transport costs, insurance, Value Added Tax or any other sales tax.
8.STOCK AVAILABILITY & DELIVERY TIME:- Orders are accepted in good faith and are subject to stock availability. Delivery times are not guaranteed and should only be interpreted as an estimated time of delivery. Notwithstanding the limitation of liability contained herein below, Limagrain Zaad South Africa (LGZSA) shall not be liable towards the Consumer for any loss or damage, of any nature, suffered as a result of its failure to supply, deliver the goods and/or to timeously deliver the goods.
9.INTELLECTUAL PROPERTY:- The Consumer acquires no right or license in respect of Limagrain Zaad South Africa (LGZSA)'s intellectual property rights incidental to and/or associated with, its products, trademarks, genetics, formulae, composition, breeding or manufacturing process. The Consumer is prohibited from any unauthorised use of Limagrain Zaad South Africa (LGZSA)'s intellectual property. The unauthorised multiplication,resale and/or trading of the seed is strictly prohibited. Once the seed has been planted, the Consumer shall not be entitled to replant or trade the harvested seed or to use same, in any manner of whatsoever nature, that will infringe or limit any intellectual property rights that vests in Limagrain Zaad South Africa (LGZSA), alternatively in which Limagrain Zaad South Africa (LGZSA) holds a vested interest. The Consumer's attention is furthermore drawn to the fact that the unauthorised multiplication and/or sale of or trade in cultivars or varieties or any other intellectual property rights is unlawful and strictly prohibited.
10.PAYMENT TERMS & RESERVATION OF OWNERSHIP: - Goods shall only be sold and delivered on a "cash on delivery" basis. The goods shall at all relevant times remain the property of Limagrain Zaad South Africa (LGZSA) until such time as the full purchase price, interest and cost, if any, has been paid in full. Limagrain Zaad South Africa (LGZSA), in its sole discretion, reserves the right to sell and deliver goods to the Consumer on credit, albeit incidental credit or otherwise, subject to terms and conditions that the parties may agree to, which shall be reduced to writing and signed by both the Consumer and Limagrain Zaad South Africa (LGZSA), and in which event the payment terms shall be regulated in accordance with the written credit agreement. All overdue amounts shall attract compound interest at the rate of 24% per annum, calculated from date of delivery of the goods to date of payment in full and capitalised on a monthly basis.
11.FORFEITING OF DISCOUNT & PENALTY: - The Consumer shall immediately and without notice forfeit any and all sales discount, that may be granted to it by Limagrain Zaad South Africa (LGZSA) or incur a penalty charge equal to 10% of the outstanding balance due and owing to Limagrain Zaad South Africa (LGZSA), to the extent that the Consumer fails and/or refuses to pay the purchase consideration in respect of the goods acquired by the latter, on or before 90 days past the due date. The penalty shall be charged in addition to the interest charged in accordance with clause 10 above. To the extent that this clause may be deemed to constitute a penalty stipulation , as contemplated in the Conventional Penalties Act, Act 15 of 1962 (as amended), the parties agree that damages may be recovered in lieu of the penalty. For avoidance of doubt, unless agreed to in writing to the contrary, Limagrain Zaad South Africa (LGZSA) shall at no relevant time be under any obligation to grant a sales discount to the Consumer.
12.LEGAL COSTS: - All fees, costs and expenses, including costs on an attorney and client scale, collection commission and tracing fees, incurred by Limagrain Zaad South Africa (LGZSA) in the recovery of any amount that may be due by the Consumer to Limagrain Zaad South Africa (LGZSA), or in the enforcement of any rights and/or obligations arising from these terms and conditions, shall be borne by and recoverable from the Consumer.
13.LIMITATION OF LIABILITY: - Limagrain Zaad South Africa (LGZSA)'s liability towards the Consumer for any loss and/or damages (including consequential damages) shall be limited to the value of the purchase price of the goods that form the subject of the Consumer's claim. The Consumer waives and/or abandons any portion of the claim that it may in law have against Limagrain Zaad South Africa (LGZSA), which exceeds the aforesaid value.
14.COMPLETE AGREEMENT: - This document contains the complete agreement between the parties. No variation of this agreement, including this clause, shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties to this agreement.
15.CONSENT TO JURISDICTION: - The parties hereby consent, in terms of section 45 of the Magistrate's Court Act, Act 32 of 1944 (as amended), to the jurisdiction of the Magistrates Court, notwithstanding that the subject matter of such claim might otherwise exceed the jurisdiction of the Magistrate's Court. The parties will however reserve the right to institute proceedings in any Higher Court having jurisdiction. The parties hereby acknowledge and give their consent to the jurisdiction of the South African Courts and that any dispute of whatsoever nature, arising from this agreement, will exclusively be adjudicated by applying the law governing the Republic of South Africa.
16.CONFLICT OF TERMS: - In as much as the English version of the terms and conditions may be in conflict with the Afrikaans version, the English version shall prevail.
17.AUTHORITYTO CONTRACT: - The Consumer and signatory to this agreement hereby warrants that all internal processes have been followed and that he/she is duly authorised to contract with Limagrain Zaad South Africa (LGZSA) on the terms and conditions contained herein.
18.SUCCESSFUL CULTIVATION: - The Consumer acknowledges that the successful cultivation of all variety crops and seed may be seasonally and/or regionally bound. It may furthermore be subject to and influenced by the correct implementation of suitable, proper and accepted cultivation practices and favourable climate and warehousing conditions.
