Terms of service

GENERAL TERMS OF PURCHASE AND DELIVERY SEMENCO AB

1. Definitions

a. Semenco AB, reg. no. 556560-3825, is hereinafter referred to as 'Semenco'.

b. The party that has entered into an agreement with Semenco is hereinafter referred to as the 'Customer'.

c. An offer, quotation, acceptance, or Semenco's order confirmation is hereinafter referred to as a "Contract Document".

d. Offers, quotations, acceptances, and Semenco's order confirmations are hereinafter referred to collectively as the "Contract Documents".

e. 'Consumer' shall have the meaning given to it under the consumer sales legislation in force from time to time, currently a natural person acting mainly for purposes falling outside their trade, business, or profession.

f. These general terms and conditions are hereinafter referred to as the 'Terms' and, together with the Contract Documents, constitute the 'Agreement'.

g. "Purchase" means an order that has become binding as a result of an Agreement having come into existence under item 3.a-c. A Purchase is dated to the point in time at which such binding effect arises under item 3.d.

h. 'Goods' means the goods or product(s) covered by the Purchase.

i. 'Further Propagation' means the use of i) seeds, ii) material derived from seeds, or iii) material derived from plants ('Propagation Material'), or propagation material further produced through such propagation, for the reproduction or further production of the original seed or a seed variety that is essentially derived from the originally sold seed variety.

j. 'Intellectual Property Rights' means all existing and future trademarks, trade names and other business identifiers, copyrights, patents, designs, know-how, licences, trade secrets, and other similar rights connected to the Goods, regardless of whether the rights are registered or not. Applications for a right or registration of a right are also covered by Intellectual Property Rights. Intellectual Property Rights also include the Goods' genetic and biological characteristics, as well as descriptions thereof.

2. Deviating terms

a. In the event of any inconsistency between the Contract Documents and the Terms, the Contract Documents shall take precedence.

b. In the event of any inconsistency between statements in a Contract Document, a written offer shall take precedence over corresponding terms in other Contract Documents.

c. The parties may agree in writing to deviate from these Terms in their entirety by clearly stipulating this in the Contract Documents.

3. Entering into an agreement

a. A Contract Document may be provided by letter, fax, email, or verbally. An order can also be placed via www.semenco.se

b. In the case of a verbal Contract Document, the agreement entered into must, in order to be valid, be confirmed in writing by Semenco via letter, fax, or email.

c. An agreement between the parties is deemed to have been entered into at the point in time when

i) the Customer notifies Semenco that a quotation/offer provided by Semenco is accepted,

ii) the Customer completes an order via www.semenco.se and thereby accepts these terms and conditions, or

iii) Semenco notifies the Customer that an order placed by the Customer, such as via a written order by post, has been accepted.

d. A binding Purchase is deemed to have been entered into at the point in time referred to in item 3.c.

e. The Customer may only change a Purchase with Semenco's written consent.

f. Each Purchase constitutes a separate purchase agreement.

4. Title to the Goods

a. The Goods remain the property of Semenco until payment has been made in full.

5. Delivery

a. The Goods are delivered by being made available for collection ex Semenco's warehouse or ex the warehouse of Semenco's subcontractor.

b. If the parties have instead agreed that the Goods are to be delivered by shipment, Semenco undertakes, on behalf of and on the account of the Customer, to arrange freight and transport insurance to the Customer. The compensation for the delivery is governed by the Contract Documents.

c. The Goods must be available for collection, or handed over for delivery, no later than the point in time at which the Customer is entitled to demand delivery of the Goods, provided such a request has been made. If a specific point in time is stated in the Contract Documents, that point in time shall apply. A stated estimated delivery time shall not be regarded as binding.

d. In the case of delivery by collection, the Goods are deemed delivered, and risk in the Goods passes to the Customer, once the Goods are kept separate and available to the Customer (ex Semenco's warehouse).

e. In the case of delivery by transport, the Goods are deemed delivered when they have been handed over to the party that is to transport the Goods, or, if Semenco carries out the transport itself, when the Goods leave Semenco's premises. Risk in the Goods passes to the Customer at the same point in time.

f. The Customer must promptly, but no later than three days after delivery, inspect the Goods upon receipt.

g. The Customer is responsible for ensuring that the Goods are covered by appropriate insurance once risk in the Goods has passed from Semenco to the Customer.

6. Price and time of payment

a. The prices stated in Semenco's price lists apply only to the minimum quantities stated therein. For orders of smaller quantities, Semenco may decide on a different pricing. For orders of quantities other than those stated in the price list, the order is adjusted to the next higher stated quantity.

b. Semenco reserves the right to adjust its price lists due to changes in supplier prices, new or increased fees, or currency exchange rate fluctuations arising after the price was stated. This shall not affect the price of a Purchase already made.

c. The Customer shall pay the price stated in the Contract Documents. Unless otherwise indicated, all prices shall be deemed stated exclusive of value added tax and other charges, such as freight and insurance costs.

d. If payment is not made at the time of Purchase, Semenco shall invoice the Customer. The payment term is 30 days from the date of Purchase for Customers with previously approved credit, and otherwise ten days, or such shorter period as stated in the Contract Documents.

7. Price adjustment

a. If, after a Purchase has been made, an export or import duty, customs duty, tax, or other public charge is introduced that results in an increase in the cost of the Goods, Semenco is entitled to adjust the agreed price to a corresponding extent. The Customer shall be informed of any such adjustment.

8. Late payment

a. If the Customer does not make payment on time, the Customer is liable to pay default interest at a rate of 3 percent per month.

b. A statutory fee applies to payment reminders.

c. The Customer is also liable to compensate Semenco for such other financial loss caused to Semenco as a result of the late payment, see item 13.

9. Security and right of stoppage

a. If there is reason to believe that the Customer will not fulfil its payment obligations under the parties' agreement, Semenco is entitled to require the Customer to make payment in advance or to provide acceptable security for the fulfilment of the payment obligation. Acceptable security means a bank guarantee or other equivalent security.

b. If payment is not made on time, Semenco reserves the right to withhold delivery of further Goods, regardless of whether these are covered by the current Purchase or by another Purchase.

10. Delay in delivery

a. If, at the time of Purchase, the Goods prove to be sold out or otherwise on back order, the Customer shall, at Semenco's request, promptly state whether an extended delivery time is accepted or whether the Customer instead wishes to withdraw from the agreement. An extended delivery time means that Semenco is not deemed to be in delay with its delivery, whereas a withdrawal means that the parties' obligations under the agreement cease, including the Customer's obligation to pay for the Goods.

b. To the extent the Goods consist of products that are sold out or otherwise on back order at the time of Purchase, Semenco is entitled to instead replace the product that cannot be delivered with the product that, in Semenco's assessment, most closely resembles the one ordered.

c. If the delay in delivery is, to any extent, due to the Customer or any circumstance on the Customer's part, Semenco is free from liability for the delay.

d. Only a price reduction may be claimed in the event of delay in delivery by Semenco. The Customer therefore has no right to damages in the event of delay.

e. Compensation for Semenco's delay in delivery is, in any event, limited to 10 percent of the price the Customer is to pay for the Goods.

11. Advice, variety descriptions, and organic cultivation

a. All advice and recommendations regarding cultivation and choice of variety given by Semenco are based on variety trials, our own practical experience, and information from our suppliers. However, local conditions may affect cultivation, the development of varieties, and harvest results. Such advice should therefore only be regarded as guidance.

b. Information regarding a particular variety's resistance and tolerance originates from information Semenco has received from the variety owners. That a variety is stated as resistant to a specific pest does not mean that the variety cannot be affected by that pest, but rather that the variety has properties that allow it, to a greater or lesser extent, to continue to produce even in the event of an attack. Variety owners work continuously to ensure that resistance ratings are as accurate as possible, but the information should only be regarded as guidance. Variety owners also assume no financial responsibility for the accuracy of the information.

c. It is the Customer's responsibility to check and satisfy itself that the ordered seed is approved for organic cultivation. A list of approved varieties is available on the website of the Swedish Board of Agriculture; www.sjv.se.

d. Against the background stated above, Semenco assumes no financial responsibility for cultivation advice and variety recommendations, or information regarding a product's resistance/tolerance or that a product is approved for organic cultivation. Such information shall in particular not be regarded as a guarantee or warranty, nor shall it otherwise form the basis of liability for defects.

12. Defects in the Goods

a. The Goods shall have the characteristics that follow from the agreement. If the characteristics of the Goods deviate from this, the Goods are defective.

b. If it is shown that the Goods are defective, Semenco is obliged and entitled, in the first instance, to remedy the defect or, alternatively, to make a replacement delivery. If remedy or replacement delivery is not possible, the Customer is entitled to a price reduction.

c. The Customer is entitled to compensation for such direct damage caused by a defect in the Goods, if the defect is a result of negligence on the part of Semenco. Semenco is never liable to pay compensation for indirect damage, e.g. loss of turnover, loss of production, and loss of profit.

d. The Customer's incorrect use of the Goods excludes liability for defects in the Goods relating to the quality of the Goods. Nor can defects in the Goods that are due to circumstances attributable to the Customer, or any circumstance on the Customer's part, give rise to liability for defects in the Goods.

e. The Customer bears the burden of proof that any damage that has occurred is not due to such improper handling, cultivation method, disease or insect infestation, or other circumstance beyond the seller's control that excludes liability under item 12.d or 15.

f. A price reduction due to a defect in the Goods is limited to the price of the Goods. Damages due to a defect in the Goods are limited to an amount corresponding to the price.

g. The Customer may not, as a defect in the Goods, invoke what the Customer ought to have noticed upon an inspection of the Goods, or must be deemed to have been aware of.

h. Semenco has no liability for defects in the Goods beyond what follows from this item.

13. Termination

a. If the Customer is guilty of a breach of the agreement, and the breach is material, Semenco is entitled to terminate the parties' agreement. The same applies if Semenco has reason to believe that the Customer will not fulfil a material obligation under the agreement. A payment delay exceeding 30 days shall always be deemed to constitute grounds for termination.

b. Semenco may also terminate the agreement if the Customer is declared bankrupt, applies for company reorganisation, enters into liquidation proceedings, suspends payments, or is otherwise affected by financial difficulties.

c. In the event of such termination as stipulated above, Semenco is entitled to damages.

14. Complaints and limitation

a. If the Customer wishes to invoke a defect in the Goods or a delay, the Customer shall send a written notice (complaint) to Semenco. A complaint regarding a defect shall include at least a description of the nature of the defect, the time the defect was discovered, and details of the Customer's claim. A complaint regarding a delay shall include at least details of when delivery should have taken place and details of the Customer's claim.

b. A complaint presupposes that the original packaging can be produced upon request.

c. A complaint shall be sent to Semenco within a reasonable time after the Customer noticed, or ought to have noticed, the defect. For defects that ought to have been discovered upon delivery, a complaint shall be sent no later than eight (8) days after the Goods were received, and for plants and onion sets no later than one (1) day after receipt. For defects claimed after sowing or planting, a complaint shall be sent within ten days of the defect being discovered or ought to have been discovered.

d. A complaint regarding transport damage to the Goods shall be reported immediately to the party that carried out the transport.

e. If a complaint is not made in time and in accordance with the provisions of this item (14), the Customer loses its right to invoke the defect and to make a claim on that basis.

f. A complaint shall in all circumstances be sent to Semenco no later than one (1) year from the date of delivery (limitation period).

15. Force majeure

a. If a defect in the Goods or a delay in delivery is due to a labour market dispute, fire, explosion, other serious accident, natural disaster, severe weather, war, insurrection, government decision, amendment of legislation, new legislation, or other circumstance beyond Semenco's control, Semenco is not obliged to pay any compensation for damage caused to the Customer. Semenco is thereby entitled to an extension of the time within which the service is to be performed corresponding to the time during which the obstacle persists.

b. If such an event as stated above occurs prior to the Purchase, item 15.a shall have the same effect, provided the impact of the circumstance on the performance of the agreement could not be foreseen at the time of Purchase.

c. If such a condition as referred to in the preceding paragraph lasts longer than two (2) months, either party is entitled to terminate the agreement with immediate effect, in which case neither party shall be entitled to compensation from the other party.

16. Product liability

a. Semenco is not liable for damage caused by the Goods to:

i) other property, if the damage occurs while the Goods are in the Customer's possession, or;

ii) products manufactured by the Customer or products in which the Customer's equipment is incorporated, or for damage to other property caused by these products as a result of the Goods.

b. Semenco is not liable for indirect or financial consequential damage, except in the case of gross negligence on the part of Semenco.

c. If a third party makes a claim against Semenco or the Customer for compensation for damage or loss under this provision, the other party shall be notified immediately.

d. Both parties are obliged to allow themselves to be joined in the court or arbitration tribunal handling a claim for compensation against either of them, if the claim is based on damage or loss alleged to have been caused by the Goods. The relationship between the parties shall, however, always be determined in accordance with item 26.

17. Further Propagation

a. Further Propagation of Goods from Semenco is prohibited.

b. The Customer grants the person designated by Semenco the right to inspect the Customer's business for the purpose of investigating the occurrence of violations of item 17.a. The right also includes immediate access to relevant documents relating to the seed variety sold (parent material). The right also includes any activity carried out by a third party on the Customer's behalf.

18. Mitigation of damage

a. In the event of a breach of the agreement, the Customer is obliged to actively act to limit its loss. If this is not done, any damages shall be reduced accordingly.

19. Intellectual property rights

a. The Agreement does not entail that title to Intellectual Property Rights, in whole or in part, is transferred to the Customer.

b. The Customer is prohibited from using Intellectual Property Rights in any way other than for such own use as is necessary for the typical use of the Goods. The Customer is thus prohibited from copying, distributing, disseminating, or otherwise disposing of Intellectual Property Rights, as well as from using such trademarks/identifiers used by Semenco or the company's suppliers.

c. The Customer may not grant a sublicence or other right of use to Intellectual Property Rights to a third party.

d. It is the Customer's responsibility to investigate itself whether the use of the Intellectual Property Rights or the Goods is encumbered by, or infringes, the rights of a third party. The supplier, which has not carried out any further investigations, has no knowledge of, and assumes no responsibility for, any such encumbrance or infringement, but is only responsible for ensuring that the Customer's use of the Goods in accordance with the Agreement does not infringe the rights of another party.

20. Validity of the Agreement

a. The Agreement applies between the parties from the date of Purchase.

b. The Agreement may only be terminated in accordance with the provisions of these Terms.

c. Termination of the Agreement does not affect the validity of provisions that apply after the Agreement has ended.

21. Adjustment of terms

a. Semenco is entitled to adjust these Terms with effect for future Purchases.

22. Invalidity of a provision

a. Should any provision of the Terms or the Contract Documents, or part thereof, be found invalid, this shall not mean that the agreement as a whole is invalid. To the extent the invalidity materially affects a party's exchange of, or performance under, the agreement, a reasonable adjustment of the agreement shall instead be made, with the aim of maintaining the original balance between the contracting parties.

23. Inaction

a. A failure by Semenco to exercise any right under the agreement, or a failure to point out a certain circumstance relating to the agreement, shall not mean that the company has waived its right in that respect.

b. Should Semenco wish to waive the exercise of a certain right or to point out a certain circumstance, such waiver shall be made in writing in each individual case.

24. Additions and amendments

a. Additions to, or amendments of, the Contract Documents or the Terms shall be made in writing and signed by the parties.

25. Governing law

a. The parties' agreement is governed by Swedish law. In applying Swedish law, international private law and procedural rules and principles shall be disregarded.

26. Dispute resolution

a. Disputes between the parties arising from the parties' agreement shall be settled by a Swedish general court. The court of first instance shall be Lund District Court (Lunds tingsrätt).

27. Consumer contracts

a. If the Customer is a Consumer, the consumer services legislation in force from time to time shall apply instead of these terms.

b. In addition, the following items shall apply: 1-4, 5.a, 5.f, 6.a-b, 6.d, 8.a-b, 11, 17.a and b, 19, and 21-26. Furthermore, the Customer shall not be entitled to damages for loss in business operations.

c. Where applicable, the Consumer has the right of withdrawal that follows from the distance contracts legislation in force from time to time, as further specified in Semenco's terms on the right of withdrawal, available at www.semenco.se.

Asmundtorp 2017-11-23