Terms and Conditions of Sale

DEFINITIONS – In these Terms

“Buyer” means the person, firm or legal entity who accepts Secobra Research’s quotation for the sale of goods and/or services, or whose order for goods and/or services is accepted by Secobra Research.

“Contract” means the contract for the sale and purchase of goods and/or services.

“Secobra Research” means Secobra Research Seeds Limited (company number FC041758) of Brabant House, Pentney Lane, Kings Lynn, Norfolk, PE32 1JE, UK.

“Goods or services” means any goods or services forming the subject of any Contract, including component parts or materials within them; typically, this shall be seeds, seed technology services and associated products, and/or license and or royalty agreements.

“Terms” means the standard terms and conditions of sale as set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Buyer and Secobra Research.

“Working Day” means Monday to Friday except Bank Holidays, our normal office hours are 08:30-17:00.

Words incorporating one gender shall include all other genders and words incorporating the singular shall include the plural and vice versa

JURISDICTION

Unless otherwise specifically agreed in writing English law shall govern the construction of the Terms and any dispute which may arise in relation to them.

PRICES

All prices quoted by email, letter or verbally by Secobra Research personnel or our authorised representatives are subject to alteration without notice. Prices are for net weights or in seed count as indicated, bags free and non-returnable unless otherwise stated. Any new prices will be communicated to the Buyer by Secobra Research and will replace earlier listed or offered prices. Prices are exclusive of additional charges and costs, including but not limited to, transport and insurance costs, quality certificates and any charges which Secobra Research reserves the right to invoice the Buyer. Secobra Research also reserves the right to alter prices by reason of the imposition of or alteration of any tax, duty, levy or any other statutory charge at the point of application in accordance with the regulations relating to the aforementioned charges.

CANCELLATION

If an order is cancelled by the Buyer after a Secobra Research order acknowledgement has been accepted, Secobra Research reserves the right to charge the Buyer 10% of the price that Secobra Research would charge upon delivery, without limiting Secobra Research right to demand full compensation.

FLUCTUATIONS IN THE EXCHANGE RATE

If the goods which are the subject matter of this offer are of foreign origin, Secobra Research reserves the right to adjust the price payable by you so as to reflect any alteration in the value of the £ sterling in terms of currency of the country of origin of the goods between the date of sale and the date of invoice.

SHIPPING AND CARRIAGE

Secobra Research shall endeavour to ship the purchased goods to the Buyer in accordance with the wishes of the Buyer. This date, which is agreed by both parties on the order acknowledgement, is an indication only and should not be regarded as guaranteed especially considering international import and export clearance times.

Secobra Research will not be liable for damage, penalty, loss or expense due to delay or failure in shipping/carriage, nor shall the Buyer be entitled to terminate the contract.

The prices are, unless otherwise stated, inclusive of packing and delivery, carriage paid home in England, Scotland, Wales or f.o.b. English ports. Special delivery e.g. Next Day Delivery etc. will be charged to the Buyer.

SUBSTITUTIONS

If Secobra Research are unable to supply the variety or treatment ordered, Secobra Research will usually send the nearest available, unless instructed to the contrary.

OUR INFORMATION

All information whether contained in our literature or given by our staff is 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 us as to these matters and should not be relied on as such. Buyers 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.

SEED QUALITY

Seeds sold by us are guaranteed to comply at the time of purchase with the UK Seeds Regulations currently in force. All germination figures quoted are laboratory tested as defined by the Official Seed Testing Station (based on International Seed Trade Association rules) and are not the figures that can be expected to grow in the field. Seed should be used as soon as possible after receipt.  Any delay may have an adverse effect on germination.  If certificates of conformity are required, please request these at time of ordering.

INTELLECTUAL PROPERTY RIGHTS/REPRODUCTION OF SEED

All intellectual property rights are reserved. With the exception of our multiplication grades of seed (which might include Pre-basic, Basic and C1) which are sold for reproduction purposes, all other seeds are offered and sold for the production of consumer crops only and not for reproduction of seed. Unauthorised reproduction and/or exploitation is forbidden. Violation of our or our suppliers’ intellectual property rights may constitute a serious breach, and that we may take action accordingly (for further info see www.aib-seeds.com).

LATENT DEFECT

Disease of plants can be transmitted by the wind, by insect, 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.

SEED PROCESSING AND/OR TREATMENT AT BUYER’S REQUEST

Other than by prior notification between Secobra Research and the Buyer, seeds being delivered to Secobra Research for processing shall be clean, pure and free from contamination, Genetically Modified Organisms (GMOs) or diseases. Secobra Research will provide services for calibrating, cleaning and upgrading seed lots, in agreement with the Buyer. If any seed lot is deemed to be of insufficient quality to be processed, Secobra Research shall, at its own discretion, be entitled to refuse the order.

Where at the Buyer’s request any treatment whether chemical or otherwise is applied to the seed, Secobra Research accepts no responsibility for the effectiveness of such treatment or any damage direct or consequential which may result therefrom. Buyers may request that seed is treated in accordance with a specific Extension of Authorisation for Minor Use (EAMU) or a biological/biostimulant treatment, this application is strictly at the discretion of Secobra Research.

EAMU’s are uses for which approval has been sought by individuals or organisations other than the manufacturers. The Notices of Approval are published by the Health and Safety Executive (HSE) and Buyers must comply strictly with the conditions laid down therein. Electronic copies can be obtained from the HSE EAMU Database. Although approved for specific crops and conditions, off-label and EAMU applications are not endorsed by manufacturers and such treatments are made entirely at the risk of the Buyer.

Products that are not regulated by the Plant Protection Products (PPP) Regulations, such as biostimulants, are applied entirely at the Buyer’s choosing. Secobra Research accepts no responsibility for effectiveness of such treatment, or any damages directly or consequentially which may result therefrom. The safe use and storage of such treated seed to protect human health and the environment is the sole responsibility of the Buyer.

Secobra Research will comply with all regulations in place for application of any product onto seed.

If a Buyer specifically requests that seed should not have a specific treatment where this is normally offered or advised in our Catalogue or Guide then we accept no liability for any damage, direct or consequential, which may result therefrom.

The Buyer agrees that if requested by Anti Infringement Bureau (AiB), British Society of Plant Breeders (BSPB) or other such recognised IP protection trade bodies, samples of seed can be taken for testing by accredited independent testing bodies.

If the independent accredited testing body determines that the seed lot belong to a variety that has intellectual property rights, or which are being applied for, then the AiB or BSPB may inform that seed company and provide all available information and samples.

DAMAGE, DELAY or LOSS IN TRANSIT

The Buyer will inspect the goods within 2 Working Days of delivery to ensure the correct items have been delivered, the correct quantities have been delivered and that items delivered satisfy all requirements agreed. The Buyer will notify Secobra Research within 5 Working Days after delivery of goods of any visible defect or deficiency.

For any goods visibly damaged in transit, please advise us immediately by phone or email.

FORCE MAJEURE

Should the fulfilment of any Contract or order be prevented or delayed by an 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.

DELIVERY

Each delivery or consignment shall stand as a separate contract. When delivering in parts, Secobra Research shall invoice each delivery separately. Except when otherwise agreed verbally or in writing, invoices will be issued to the Buyer after the goods have been despatched.

Buyers should store the seeds in a dry cool, location where the seeds will be free from attack by pests or vermin, or otherwise in accordance with any specific storage protocols noted with the seed bag label. No claim for compensation shall be considered by Secobra Research if seeds have not been stored accordingly.

Where appropriate, the Buyer shall be responsible for providing the end-user of the seeds (typically this will be a farmer or grower) with information from the original packaging labels and any accompanying documents regarding health and safety, product stewardship, and any other legal requirements.

We reserve the right to charge for delivery where an arranged delivery fails due to inability to receive goods/provide facilities to unload.

PAYMENT

The only accepted methods of payment for Goods or services are electronic bank transfer and cheque.  Bank transfers can be made to the Secobra Research bank account shown on the invoice. The Buyer should arrange payment in the currency agreed on the contract within 28 days from the date of invoice. After 28 days all accounts are due at full invoice price. We reserve the right to require payment at any time and/or if the goods are sold subject to this express condition. The buyer does not have the right to suspend payment or make deductions. Secobra Research has the right to proceed with extrajudicial collection of overdue accounts without prior notice being given.

Any deviations from these payment terms above must be mutually agreed in writing by both parties in advance of despatch of seed.

NON-PAYMENT

Secobra Research reserve the right to withhold deliveries until all outstanding payments due have been received from the Buyer. Secobra Research reserves the right to sell or otherwise dispose of any goods which are the subject of any unfulfilled Contract.

OWNERSHIP AND RISK

(a) Until paid for in full, all goods supplied by Secobra Research, remain Secobra Research’ property. (b) Risk passes to the Buyer on delivery of the goods. Conditions regarding ownership and risk do not affect Secobra Research contractual rights and all goods supplied must be paid for in accordance with the contract.

INSOLVENCY

(i) If the Buyer: (a) Has a Receiver or Liquidator appointed to any of its property or business undertaking; or (b) Announces that they are ceasing to Trade (other than for declared legitimate reasons such as retirement, whilst continuing to honour all existing contracts); or (c) Fails to make a payment as due, suspends payment and/or notifies any of their creditors that they are unable to meet debts or that they are about to suspend payment of their debts; or (d) Convenes, calls or holds a meeting of creditors; or (e) Being an individual or a firm becomes bankrupt or makes any composition or scheme of arrangement with their creditors; or (f) Being a body corporate convenes, calls or holds a meeting for the purpose of going into liquidation (other than for the purpose of reconstruction or amalgamation) by the making of an order or the passing of a resolution for winding-up or becomes subject to an administration order; or (g) The other 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 Secobra Research for deferred payments, the full or full remaining price for any goods delivered by Secobra Research shall become immediately due to it; and Secobra Research shall have the right without prejudice to any other rights and remedies available to it, 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 providing that – when exercising any of the above rights, Secobra Research shall inform the Buyer of its intention to exercise such rights in writing within 28 days after the relevant occurrence. (ii) Whenever any of these rights are exercised by Secobra Research, Secobra Research will not be liable to pay any compensation to the Buyer.

ASSIGNMENT AND OTHER DEALINGS

(a) Secobra Research may at any time assign transfer mortgage charge subcontract delegate declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract

(b) The Buyer may not assign transfer mortgage charge subcontract delegate declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Secobra Research

CONFIDENTIALITY

(a)       Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by (b) below.

(b)       Each party may disclose the other party’s confidential information:

(i)        to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with (a) above; and

(ii)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)       Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

COMPLAINTS

Secobra Research are not liable for inappropriate use, storage, processing, treatment or repacking of seeds or any omissions of the Buyer or third parties that affects the goods or their performance. Secobra Research are not liable for the quality of any seed that is further processed in any way by a third party such as, processing, treatment and packing of seed.

No complaint regarding the performance of our goods under the Terms 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 us and that it was sown on suitably prepared ground, treated appropriately and correctly throughout and subject only to such conditions as were likely to produce a favourable crop.

ARBITRATION

Any disputes arising under this Contract shall be referred to arbitration in accordance with the arbitration rules of the International Seed Federation (ISF), current at the date of referral.  All parties shall in making this Contract be deemed to have knowledge of such rules and to be bound thereby. Copies of the arbitration rules can be obtained from the ISF at worldseed.org.

ACCEPTANCE OF TERMS

The giving or sending an order to us constitutes an acceptance of the Terms by the Buyer and, if the Buyer does not accept the Terms must return the goods forthwith.

LIMITATION OF LIABILITY

• In the event of any goods supplied by us not complying with the terms of the Contract or of any goods proving defective (whether as regards purity or germination or otherwise) we will at our option replace the goods free of charge to the Buyer or will refund all payments made to us by the Buyer in respect of the defective goods and this will be the limit and the sole extent of our obligation.

• Save as set out in this clause above we hereby exclude all liability whatsoever (whether based on negligence by us or our employees, suppliers, sub-contractors or agents or otherwise) for any loss expense or damage whether direct or consequential arising in any way whatsoever in connection with any goods supplied by us whether due to any failure in the performance of or any defect in any such goods or otherwise howsoever. In accordance with the established custom of the seed and horticultural trade any express or implied condition statement or warranty statutory or otherwise whatsoever not expressly stated in the Terms is excluded.

• The price of all goods sold by us is based upon the above limitations upon our liability and would be much greater if a more extensive liability were required to be undertaken by us. In accepting the goods upon these conditions, the Buyer acknowledges that the limitation of Secobra Research liability is fair and reasonable.

Nothing in the Contract limits any liability which cannot legally be limited including liability for:

• Death or personal injury caused by negligence or

• Fraud or fraudulent misrepresentation

ENTRY OF BUYER’S PREMISES

Secobra Research may enter any premises of the Buyer to check that seeds are not being used illegally or are otherwise not being used in accordance with these Terms.

GENERAL

If any provision of the Terms is held by a Court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Terms and the remainder of the provision in question shall not be affected.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

The parties acknowledge that it is not their intention that any third party shall be entitled to enforce any term of the Contract which may confer a benefit on that third party whether any such entitlement would, but for this provision, arise under the Contracts (Rights of Third Parties) Act 1999 or otherwise.