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General Terms and Conditions of Sale
This suggested grower price list and related terms and conditions are effective April 2009, including the sections entitled Limitation of Warranty and Liability, and Limited License Agreement. Prices, terms and conditions are subject to change or withdrawal without notice. Nunhems USA, Inc. (hereinafter referred to as Nunhems) is not obligated to honor prices based on this price list due to misprints or inadvertent errors herein. Unless otherwise authorized by Nunhems in writing, this price list only applies for shipments made between April 2009 and March 31, 2010.
Where used throughout this suggested grower price list, the term Purchaser, Buyer, User and End User are interchangeable.
Any terms on a purchase order or other document delivered to Nunhems by a Buyer in connection with a sale based on this suggested grower price list shall have no force or effect unless specifically accepted in writing by Nunhems. Nunhems has the right to stop shipments immediately to any Buyer who does not comply with these terms and conditions.
All seed may be subject to Certification of Plant Variety Protection or to a claim of Breeders Rights under Chapter 57, Title 7, United States Code. Nunhems must be notified and royalties paid to Nunhems if a crop grown from such seed is harvested for seed purposes.
Products on this list are intended for shipment to North America (U.S.A., Canada and Mexico) only. Export or re-export must be in accordance with United States Export Administration regulations. Diversion contrary to United States law is prohibited.
Sales Orders
All sales orders received are subject to written confirmation of acceptance by Nunhems. Nunhems may confirm quantities less than ordered by Buyer dependent upon availability and reasonableness. Nunhems retains, at its sole discretion, the right to determine reasonableness of order quantities of each variety. Confirmed Orders are subject to allocation in accordance with Nunhems’ policies for insufficient seed crops.
Early Order Bookings
Orders for seeds received at Nunhems by May 31, 2008 may qualify for Early Order Booking (EOB) pricing in accordance with the applicable Brand Dealer Agreement and associated pricing information. EOB pricing is not available for all products and services.
Low Value Shipments
Sales Orders or deliveries, at Buyer’s request, invoiced for a product value under $1,000.00 are subject to a service charge of $50.00 per invoice.
Delivery, Insurance and Taxes:
All shipments are at Buyer’s risk and expense Free Carrier (FCA) shipping point unless otherwise agreed to in writing by Nunhems. Nunhems disclaims all liability for any carrier delivery delays regardless of whether carrier is selected by Buyer or Nunhems.
Additional insurance at Buyer’s expense may be available for shipments via ocean vessel or international aircraft. Contact Nunhems’ Customer Service Department for further information.
In addition to the purchase price, Buyer shall pay Nunhems the amount of all taxes, excises or other charges (except taxes on or measured by net income) that the seller may be required to pay to any Government (national, state or local) with respect to the production, sale or transportation of any product delivered hereunder, except where the law otherwise provides.
Order Adjustments or Cancellations:
Quantities of each variety contained in confirmed Sales Orders are contractual obligations of the Buyer. Cancellation or reduction of any confirmed quantities requires Nunhems’ agreement in writing.
Return Limitations:
Products purchased are not returnable. ALL SALES ARE FINAL. For quality or warranty related issues, returns must be authorized in advance by Nunhems. Product return requests should be made in writing to Nunhems Attn: Customer Service Department, 1200 Anderson Corner Road, Parma, ID 83660, telephone (800) 733-9505 or (208) 674-4100. Authorization must be confirmed to Buyer in writing before return shipment or delivery of products to Nunhems facility. Excess freight or other expenses incurred due to shipment in advance of authorization or for shipment to an address not authorized by Nunhems will be for account of Buyer.
If return is approved, Nunhems’ Return Authorization Number will be provided to Buyer. The Authorization Number must be shown on shipping labels to ensure acceptance of the return by Nunhems. Return freight charges and costs are at Buyer’s expense unless Nunhems agrees in writing to pay for the costs of the return.
Credit amounts for authorized returns are subject to adjustment based on seed testing results after receipt. All returns are subject to a 15% restocking charge.
This section is not applicable to Buyer returns due to non-acceptance of Limitation of Warranty and Liability terms found herein, on Nunhems brand containers, and atwww.nunhemsusa.com.
Payment Terms:
Unless otherwise agreed in writing, for Buyers that have established credit privileges with Nunhems and are in good credit standing, standard payment terms for products and services contained in this price list are “Net Invoice due 30 days from Invoice date.” For payments received by Nunhems within 15 days of Invoice date, a 2% early payment discount will be allowed for the value of products only. No early payment discounts can be allowed for the value of freight or other services or products advanced and invoiced for Buyer’s convenience. Nunhems shall not be responsible for delay in receipt of invoices by Buyers due to postal service transit times or otherwise.
For all payments made prior to shipment or rendering of services, Buyers, regardless of credit standing, will be allowed a 5% prepayment discount on the value of products only. No prepayment discount can be allowed for the value of freight or other services or products advanced and invoiced for Buyer’s convenience.
Buyers who have not established credit privileges with Nunhems must make payment for products, freight and services prior to shipment or providing services.
Orders or shipment requests from Buyers, who, in Nunhems’ judgment are not in good credit standing, are subject to non-acceptance or delay until Buyer has made payments required by Nunhems or made arrangements otherwise satisfactory to Nunhems for Buyer to reestablish credit privileges.
All past due amounts and amounts paid late are subject to penalty interest at a rate up to 1.5% per month (18% per annum) or the highest interest rate permitted by law, whichever is less. Penalty Interest assessed and invoiced is due and payable when interest invoices are issued. Failure to pay penalty interest can jeopardize a Buyer’s good credit standing.
All payments to Nunhems must be in U.S. Dollars unless otherwise agreed in writing by Nunhems.
Arbitration
Any dispute concerning these Terms and Conditions or the quality, performance or availability of products provided hereunder shall be resolved by binding arbitration. Such arbitration shall be held in Ada County, Idaho in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and Idaho law (excepting conflict of law provisions) shall be applied. If a party fails to appear at the arbitration proceeding after reasonable notice of fails to produce evidence demanded by the arbitration panel, the arbitration panel is authorized to make its award based on the evidence produced at the hearing. The decision of the arbitration panel shall be final and may be entered as judgment in any court of competent jurisdiction. The arbitration panel shall be directed to divide the costs of the arbitration between the parties in accordance with the panel’s findings as to relative liability between the parties and shall have the right to award to the party determined to be the prevailing party an amount equal to reasonable attorneys’ fees which shall then be due from the losing party. NUNHEMS AND BUYER ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO THESE TERMS AND CONDITIONS AND THE QUALITY, PERFORMANCE OR AVAILABILITY OF PRODUCTS PROVIDED HEREUNDER. For international sales between parties of different countries, the United Nations convention on Contracts for the International Sale of Goods shall not apply.
Packaging
Prices include Standard Packaging as described in each seed species section herein. Seeds are packaged under controlled moisture conditions. Non-Standard packaging may be available at an additional charge.
Seed Treatment
Standard Treatment is as described in each seed species section herein. All treatments provided shall only be applied at manufacturer’s labeled recommended rate.
If Buyer or User accepts non-treated seed, THE BUYER or USER ACCEPTS RESPONSIBILITY FOR ALL DISEASE RISKS OF USING NON-TREATED SEED. NUNHEMS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR CROP DISEASE RESULTING FROM THE USE OF NON-TREATED SEED.
Customized Treatment and other Non-Standard seed enhancement services may be available to Buyer at an additional charge. If provided, Customized Treatment and other Non-Standard seed enhancement services are subject to the following conditions: Buyer may be obligated to purchase up to 105% of the ordered quantity for each variety and Customized Treatment specification requested.
Watermelon and Melon Seed/Plant Sales - Buyer’s Duty to Notify: PRIOR to any transfer of Nunhems Watermelon and/or Melon seeds/plants, Buyer agrees to notify any person receiving Nunhems Watermelon and/or Melon seeds/plants of the additional terms and conditions of sale relating to Watermelon and Melon seeds/plants by requiring such person to sign an Agreement of Additional Terms and Conditions of Sale in the form provided by Nunhems. Buyer agrees to obtain a copy of the signed Agreement of Additional Terms and Conditions of Sale PRIOR to delivery of Nunhems Watermelon and/or Melon seeds/plants to any person. Executed Agreements of Additional Terms and Conditions of Sale shall be sent to Nunhems via U.S. mail or nationally recognized courier service at the address below no later than ten (10) working days after delivery or shipment of seeds/plants. Blank copies of the Agreement of Additional Terms and Conditions of Sale can be obtained upon request from Nunhems Attn: Customer Service Department, 1200 Anderson Corner Road, Parma, ID 83660, telephone (800) 733-9505 or (208) 674-4100.
NUNHEMS USA, INC. | 1200 Anderson Corner Road, Parma, ID 83660 USA | Copyright © 2007 NUNHEMS USA, Inc. - All rights reserved | Revised 050107
Where used throughout this suggested grower price list, the term Purchaser, Buyer, User and End User are interchangeable.
Any terms on a purchase order or other document delivered to Nunhems by a Buyer in connection with a sale based on this suggested grower price list shall have no force or effect unless specifically accepted in writing by Nunhems. Nunhems has the right to stop shipments immediately to any Buyer who does not comply with these terms and conditions.
All seed may be subject to Certification of Plant Variety Protection or to a claim of Breeders Rights under Chapter 57, Title 7, United States Code. Nunhems must be notified and royalties paid to Nunhems if a crop grown from such seed is harvested for seed purposes.
Products on this list are intended for shipment to North America (U.S.A., Canada and Mexico) only. Export or re-export must be in accordance with United States Export Administration regulations. Diversion contrary to United States law is prohibited.
Sales Orders
All sales orders received are subject to written confirmation of acceptance by Nunhems. Nunhems may confirm quantities less than ordered by Buyer dependent upon availability and reasonableness. Nunhems retains, at its sole discretion, the right to determine reasonableness of order quantities of each variety. Confirmed Orders are subject to allocation in accordance with Nunhems’ policies for insufficient seed crops.
Early Order Bookings
Orders for seeds received at Nunhems by May 31, 2008 may qualify for Early Order Booking (EOB) pricing in accordance with the applicable Brand Dealer Agreement and associated pricing information. EOB pricing is not available for all products and services.
Low Value Shipments
Sales Orders or deliveries, at Buyer’s request, invoiced for a product value under $1,000.00 are subject to a service charge of $50.00 per invoice.
Delivery, Insurance and Taxes:
All shipments are at Buyer’s risk and expense Free Carrier (FCA) shipping point unless otherwise agreed to in writing by Nunhems. Nunhems disclaims all liability for any carrier delivery delays regardless of whether carrier is selected by Buyer or Nunhems.
Additional insurance at Buyer’s expense may be available for shipments via ocean vessel or international aircraft. Contact Nunhems’ Customer Service Department for further information.
In addition to the purchase price, Buyer shall pay Nunhems the amount of all taxes, excises or other charges (except taxes on or measured by net income) that the seller may be required to pay to any Government (national, state or local) with respect to the production, sale or transportation of any product delivered hereunder, except where the law otherwise provides.
Order Adjustments or Cancellations:
Quantities of each variety contained in confirmed Sales Orders are contractual obligations of the Buyer. Cancellation or reduction of any confirmed quantities requires Nunhems’ agreement in writing.
Return Limitations:
Products purchased are not returnable. ALL SALES ARE FINAL. For quality or warranty related issues, returns must be authorized in advance by Nunhems. Product return requests should be made in writing to Nunhems Attn: Customer Service Department, 1200 Anderson Corner Road, Parma, ID 83660, telephone (800) 733-9505 or (208) 674-4100. Authorization must be confirmed to Buyer in writing before return shipment or delivery of products to Nunhems facility. Excess freight or other expenses incurred due to shipment in advance of authorization or for shipment to an address not authorized by Nunhems will be for account of Buyer.
If return is approved, Nunhems’ Return Authorization Number will be provided to Buyer. The Authorization Number must be shown on shipping labels to ensure acceptance of the return by Nunhems. Return freight charges and costs are at Buyer’s expense unless Nunhems agrees in writing to pay for the costs of the return.
Credit amounts for authorized returns are subject to adjustment based on seed testing results after receipt. All returns are subject to a 15% restocking charge.
This section is not applicable to Buyer returns due to non-acceptance of Limitation of Warranty and Liability terms found herein, on Nunhems brand containers, and atwww.nunhemsusa.com.
Payment Terms:
Unless otherwise agreed in writing, for Buyers that have established credit privileges with Nunhems and are in good credit standing, standard payment terms for products and services contained in this price list are “Net Invoice due 30 days from Invoice date.” For payments received by Nunhems within 15 days of Invoice date, a 2% early payment discount will be allowed for the value of products only. No early payment discounts can be allowed for the value of freight or other services or products advanced and invoiced for Buyer’s convenience. Nunhems shall not be responsible for delay in receipt of invoices by Buyers due to postal service transit times or otherwise.
For all payments made prior to shipment or rendering of services, Buyers, regardless of credit standing, will be allowed a 5% prepayment discount on the value of products only. No prepayment discount can be allowed for the value of freight or other services or products advanced and invoiced for Buyer’s convenience.
Buyers who have not established credit privileges with Nunhems must make payment for products, freight and services prior to shipment or providing services.
Orders or shipment requests from Buyers, who, in Nunhems’ judgment are not in good credit standing, are subject to non-acceptance or delay until Buyer has made payments required by Nunhems or made arrangements otherwise satisfactory to Nunhems for Buyer to reestablish credit privileges.
All past due amounts and amounts paid late are subject to penalty interest at a rate up to 1.5% per month (18% per annum) or the highest interest rate permitted by law, whichever is less. Penalty Interest assessed and invoiced is due and payable when interest invoices are issued. Failure to pay penalty interest can jeopardize a Buyer’s good credit standing.
All payments to Nunhems must be in U.S. Dollars unless otherwise agreed in writing by Nunhems.
Arbitration
Any dispute concerning these Terms and Conditions or the quality, performance or availability of products provided hereunder shall be resolved by binding arbitration. Such arbitration shall be held in Ada County, Idaho in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and Idaho law (excepting conflict of law provisions) shall be applied. If a party fails to appear at the arbitration proceeding after reasonable notice of fails to produce evidence demanded by the arbitration panel, the arbitration panel is authorized to make its award based on the evidence produced at the hearing. The decision of the arbitration panel shall be final and may be entered as judgment in any court of competent jurisdiction. The arbitration panel shall be directed to divide the costs of the arbitration between the parties in accordance with the panel’s findings as to relative liability between the parties and shall have the right to award to the party determined to be the prevailing party an amount equal to reasonable attorneys’ fees which shall then be due from the losing party. NUNHEMS AND BUYER ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO THESE TERMS AND CONDITIONS AND THE QUALITY, PERFORMANCE OR AVAILABILITY OF PRODUCTS PROVIDED HEREUNDER. For international sales between parties of different countries, the United Nations convention on Contracts for the International Sale of Goods shall not apply.
Packaging
Prices include Standard Packaging as described in each seed species section herein. Seeds are packaged under controlled moisture conditions. Non-Standard packaging may be available at an additional charge.
Seed Treatment
Standard Treatment is as described in each seed species section herein. All treatments provided shall only be applied at manufacturer’s labeled recommended rate.
If Buyer or User accepts non-treated seed, THE BUYER or USER ACCEPTS RESPONSIBILITY FOR ALL DISEASE RISKS OF USING NON-TREATED SEED. NUNHEMS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR CROP DISEASE RESULTING FROM THE USE OF NON-TREATED SEED.
Customized Treatment and other Non-Standard seed enhancement services may be available to Buyer at an additional charge. If provided, Customized Treatment and other Non-Standard seed enhancement services are subject to the following conditions: Buyer may be obligated to purchase up to 105% of the ordered quantity for each variety and Customized Treatment specification requested.
Watermelon and Melon Seed/Plant Sales - Buyer’s Duty to Notify: PRIOR to any transfer of Nunhems Watermelon and/or Melon seeds/plants, Buyer agrees to notify any person receiving Nunhems Watermelon and/or Melon seeds/plants of the additional terms and conditions of sale relating to Watermelon and Melon seeds/plants by requiring such person to sign an Agreement of Additional Terms and Conditions of Sale in the form provided by Nunhems. Buyer agrees to obtain a copy of the signed Agreement of Additional Terms and Conditions of Sale PRIOR to delivery of Nunhems Watermelon and/or Melon seeds/plants to any person. Executed Agreements of Additional Terms and Conditions of Sale shall be sent to Nunhems via U.S. mail or nationally recognized courier service at the address below no later than ten (10) working days after delivery or shipment of seeds/plants. Blank copies of the Agreement of Additional Terms and Conditions of Sale can be obtained upon request from Nunhems Attn: Customer Service Department, 1200 Anderson Corner Road, Parma, ID 83660, telephone (800) 733-9505 or (208) 674-4100.
NUNHEMS USA, INC. | 1200 Anderson Corner Road, Parma, ID 83660 USA | Copyright © 2007 NUNHEMS USA, Inc. - All rights reserved | Revised 050107
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