|!! NOTICE FOR SALE SEEDS !!|
|!!! EMPHASIZES, ZHAT ALL BUYERS OF SEEDS ARE SOLELY RESPONSIBLE FOR USAGE !!!|
1. FORMATION OF CONTRACT - Quotations unless previously withdrawn, shall be valid for a period not exceeding thirty days from the date of tender. No order shall be deemed accepted until the seller's written acknowledgement thereof has been made and subject only to the terms and conditions stated below. Any stipulations or conditions in the Buyer's order from which would conflict with these conditions or in any way qualify or negate the same shall be deemed to be inapplicable to the order placed with the seller in writing when acknowledging the order in question.
2. VARIATIONS OF CONDITIONS - Unless otherwise agreed in writing by the seller the goods are supplied by the seller only on these conditions and no variation of or addition of thereto (whether contained in any document emanating from the Buyer or made orally by any person acting or purporting to act on behalf of the Seller) shall effect unless it is in writing signed by or on behalf of the Seller. Should any of these conditions conflict with any conditions stated in the Buyer's order, these conditions shall prevail. The giving by the Buyer of any delivery instructions for the goods or any part thereof or any conduct by the Buyer in confirmation of the transaction set out on the basis hereof after receipt by the Buyer of this document shall constitute unqualified acceptance by the Buyer of these conditions.
3. ACCEPTANCE OF ORDERS - All orders must contain sufficient information to enable the Seller to supply and or manufacture the goods required but no order shall result in a binding contract of sale unless and until it is accepted by the seller in writing. No liability can be accepted for incorrectly ordered goods.
4. NEW ACCOUNTS - Credit accounts cannot be opened under the minimum amount in operation at the time of placing the order. Customers wishing to open a credit account must furnish two trade references and a bankers reference.
5. TELEPHONE ORDERS - Telephone orders will be accepted only if an official number is quoted in all cases. If telephone orders are confirmed in writing they must be clearly marked 'Confirmation'. If duplication occurs due to the order thus not being marked delivery must be accepted.
6. FACSIMILE ORDERS - Facsimile orders will be deemed to be binding contracts subject to purchase the seller's standard terms and conditions.
7. PRICE VARIATIONS - The seller shall be entitled to adjust the purchase price of the goods whether before or after the making of the agreement to which these conditions relate in the event of any variation in the cost to the seller of supplying the goods or any part thereof, caused by any reason whatsoever beyond the control of the Seller including (without prejudice to the generality of the foregoing) changes in exchange rates or the action of any government or authority. Any increase in the delivery charges imposed by the Seller after the date of confirmation of order shall be for the account of the Buyer. The minimum charge in operation at the time of placing the order must be accepted.
8. PASSING OF PROPERTY - The property shall, not withstanding delivery to the Buyer, remain in the Seller until the Buyer has paid the full price as well as all other sums whatsoever due to the seller. If at any time payment of the price or any other sums due to the Seller is overdue, the Seller may by it's servants or agents enter upon the Buyer's premises and recover and dispose of the goods and the Buyer shall make no claim against the Seller in respect of such entry or disposal.
9. PASSING OF RISK - The risk in goods supplied overland shall pass to the Buyer in delivery to the Buyer's designated premises or to the carrier nominated by him (whichever shall first occur). The risk in goods supplied by sea or air transport shall pass to the Buyer on delivery to the carrier nominated by the Buyer in which case the Seller will at the Buyer's written request, cost and risk, arrange for the Buyer's express instructions as to transit and packaging for sea or air transport to be carried out.
10. DELIVERY BY INSTALMENTS - If any order for goods is to be delivered by several instalments to the Buyer each such instalment shall be treated as a separate and identifiable contract and the rights of either party thereunder shall be construed accordingly, save only that the seller may suspend delivery thereof whilst payment is overdue in respect of any previous instalment. If the seller shall fail to make delivery or shall make defective delivery of any instalment such failure or defective delivery shall not affect the obligations of the parties under the contract of which these conditions form part in respect of the other instalments.
11. CARRIAGE AND PACKING - In all middle land areas of EU carriage and packing will be charged at cost unless otherwise specified in writing. Express or Special Delivery at the Buyer's request will always be at the Buyer's expense. Prices do not include VAT which is chargeable on transport or by post. Delivery may at the seller's option be effected: (a) By rail within the railways free carriage area or to private sidings or (b) By road or mail on suitable roads only to the address on the Buyer's order. (c) Export - all packing and delivery charges on goods will be charged at cost and by method designated by a seller.
12. NON-DELIVERY/LOSS/DAMAGE/DEFECT - The seller shall be notified in writing on the non-receipt of goods by the Buyer or his nominated carrier within seven days of the invoice date, failing which the Seller shall be under no liability whatsoever to the Buyer, who shall nevertheless hold the Seller indemnified against any loss arising or damage suffered through the failure to inform the carriers or the insurers within the required time limits. The Buyer must notify the Seller of any alleged defect in or damage to the goods within ten days of actual receipt and thereafter shall be deemed to have accepted the goods in all respects. Any such notice must specify the particular defect and must afford the Seller reasonable opportunity to inspect the goods in question. If the goods are agreed by the Seller to be defective or faulty the Seller will(at it's option) either rectify the defect or fault or replace any goods or credit the invoice value of the goods and such rectification or replacement of credit will be in full satisfaction of any claim by the Buyer.
13. CONSEQUENTIAL LOSS - The Seller shall be under no liability whatsoever (including without prejudice to the generality of the foregoing any liability in sort for consequential loss or damage of any kind) for breakage or resulting defect occurring after delivery for any defect in or failure of or unsuitability for any purpose of the goods or any part thereof whether the same be due to any act omission negligence or wilful default of the Seller or its servants or agents or to faulty design, workmanship or material or any or any other cause whatsoever, including (without prejudice to the generality of the foregoing) any breach by the Seller, it's servants or agents of any fundamental term of the contract of which these conditions from part; and all other conditions, warranties or other terms whether express or implied, statutory or otherwise inconsistent with the provisions of these conditions are hereby expressly excluded.
14. PENALTY CLAUSES - Penalty clauses on Buyer's order or contracts cannot be accepted unless a specific undertaking in writing is secured from the Seller covering each order or contract concerned. Such an undertaking will not be regarded as valid unless signed by a Director of the Seller.
15. FORCE MAJEURE - The seller shall do all in its power to perform the terms of any contract of which these conditions form part and in particular to meet all delivery dates but shall not be liable for any failure to observe or breach any of the terms hereof by reasons of acts of God, war, riots, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Government action, delay in delivery by the seller's suppliers or any other cause whatsoever beyond it's control, the time for delivery shall be extended until such cause shall have ceased to operate. In such circumstances except where goods are in transit the Seller may terminate the unperformed part of any contract of which these conditions form part by notice in writing delivered to the Buyer within fourteen days of the occurrence of such action or circumstances as makes the Seller fail to observe or break the terms hereof without incurring any liability by reason of such determination.
16. RETURNS - goods supplied can be returned only if the Seller's permission is first obtained. Permission will only be considered if the goods are those which the Seller regularly carries in stock. All returns are subject to restocking charge.
17. RETURNS UNDER GUARANTEE - If the company accepts the Buyer guarantee claim it shall be bound to repair or replace the goods or at its option allow the buyer credit in respect of the goods subject.
18. SAMPLES - Any samples supplied to the Buyer shall be accepted by the Buyer as supplied solely for information and as in no way importing any express or implied conditions or warranties as to quality, description, colour or merchantable quality of goods subsequently delivered and the Buyer shall be deemed to have satisfied himself as to such matters prior to ordering the goods.
19. RECOMMENDATIONS - Whilst all written recommendations made by the seller as to the treatment of the goods are made in good faith and in the belief that they are correct, the seller shall have no responsibility for any damage liability cost claim or expense suffered by the Buyer or any third party through following such recommendations.
20. SPECIFICATION ALTERATIONS - The seller reserves the right to alter the specification of any goods without prior reference to the Buyer provided that the goods comply in all other known respects with the Buyer's requirements.
21. TRADE-MARKS/PATENTS - The supply of goods by the seller shall not confer any right upon the Buyer to use any Seller's trade-mark without any prior written consent of the Seller and at all times such trade-mark shall remain the property of the Seller. Neither does it imply any right to use any Seller's patent or any indemnity against infringement of third party patents.
22. DELIVERY - Any stipulated time shall date from receipt by the seller of the Buyer's written order to proceed or of all the necessary information, drawings and inserts to enable the seller to put the work in hand, whichever be the later. Delivery dates or periods are given in good faith and the Seller will make every effort to meet them but no liability is accepted for failure to deliver on a specified date or within a specified period.
23. DIMENSIONS - All components supplied by the Seller shall conform as nearly as possible to the dimensions stipulated by the Buyer but deviations therefrom not adversely affecting the products to any material extent shall not affect the contract or entitle the Buyer to cancel the same. Any variation in limits to is subject to special arrangement and agreement in writing prior to acceptance of order.
24. INDEMNITY - The Buyer shall indemnify the Seller against all claims in respect of any loss, injury or damage sustained by a third party, however caused, after the receipt of the goods by the buyer and shall also pay and indemnify the Seller against all royalties or other payments in respect of any patents, registered designs or other rights which may be claimed as a result of hoods being made according to design or specifications supplied by the Buyer and indemnify the Seller against all claims expenses and costs in connection with infringement or alleged infringement of any patent registered design or other right in the manufacture of such goods.
25. LIABILITY - (a) The seller will use his best endeavours to obtain for the Buyer the benefit of any warranty in respect of the goods (including any undertaking to repair or replace defective parts) which the Seller receives from his own suppliers in relation thereto.. (b) The seller's liability in terms of these conditions is in lieu and to the exclusion of all other warranties conditions or obligations imposed or implied by statute or otherwise in relation to the quality or description of the goods or their fitness for any particular purpose. (c) All liability for consequential or indirect loss or damage howsoever arising is hereby expressly excluded.
26. ASSIGNMENT - The Buyer shall not, without the Seller's prior written consent, assign or transfer or purport to assign or transfer the contract to which these conditions relate or the benefit thereof to any other person whomsoever.
27. INDULGENCE - No indulgence or forbearance extended to the Buyer shall limit or prejudice any right or claim available to the Seller.
28. ACCOUNTS – Unless otherwise agreed accounts are strictly net and are due for payment at the end of the month following the month of invoice. If despatch is delayed due to customer's inability to take delivery payment must still be made. We reserve the right to charge interest on overdue accounts at the rate of 3% per annum over the rate of KB a.s. Banks Standard Rate currently in force. We reserve the right to cancel at once any balance of an order without prejudicing our rights under Clause 29 should customer make default in any payment due on this or any other order or become subject to Bankruptcy Law or go into liquidation or have a Receiver appointed or make assignment or composition with creditors.
29. CANCELLATION - (a) If the Buyer shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with it's creditors or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if not being an incorporated company shall have a receiving order made against it or if there shall be breach by the Buyer of any of the terms and conditions hereof, the Seller may defer or cancel any further deliveries and treat the contract of which these conditions form part as determined but without prejudice to it's right to any unpaid purchase price of goods delivered and to damages for any loss suffered in consequence thereof. (b) Orders are not subject to cancellation, change, reduction in amount or suspension of deliveries except with Seller's consent and upon terms which protect the Seller from loss.
30. CATALOGUES - Catalogues and other advertising matter are issued to indicate the type and range of goods we offer and no particulars therein are binding to the Seller.
31. STATUTORY RIGHTS - Nothing herein contained is intended to affect a consumer's statutory rights.
32. LAW - This contract shall in all respects be construed and operate as an English contract and all matters thereunder shall be determined in accordance with the laws of Czech Republic
33. DATA PROTECTION - Where the Buyer provides you with personal data, the Buyer understands that the data will be held securely in confidence and used for the purpose of processing and managing the Buyer’s account and associated business activities. In considering the Buyer’s application, the Buyer accepts that the Seller may consult with and disclose the data to credit references, banks, credit insurers and other responsible organisations outside the Buyer’s business that the Buyer has nominated (third parties), and that such third parties may process the data. The Buyer understands that under the Act the Buyer has the right to know what data the Seller holds on the Buyer, if the Buyer applies to the Seller in writing and pays the applicable fee. The Buyer agrees that the Seller may use the data to contact the Buyer with details of other products and services, unless the Buyer has written to the Seller objecting to the Seller using the data for such purchases. The Buyer agrees that the Seller may contact the Buyer by post, telephone, fax, email, via the internet or other communication means.
34. CHANGES TO LEGAL STATUS - The Buyer is obliged to inform the Seller of any change in legal status of the Buyer’s company.