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General Terms and Conditions of Sale
These General Terms and Conditions of Sale, including the sections entitled Limitation of Warranty and Liability and Limited License Agreement are effective April 1, 2011 and thereafter except as otherwise provided herein.
Prices and General Terms and Conditions are subject to change or withdrawal without notice. Nunhems USA, Inc. (“Nunhems”) is not obligated to honor prices due to misprints or inadvertent errors.
Wherever used throughout this document, 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 Nunhems’ 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 General 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 offered by Nunhems 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. Confirmed orders are subject to allocation in accordance with Nunhems’ policies for insufficient seed crops.
Delivery, Insurance and Taxes:
All shipments are at Buyer’s risk and expense Carriage, Insurance Paid To (CIP) shipping destination 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.
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 Nunhems 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. Adjustments of any confirmed quantities requires Nunhems’ agreement in writing unless waived by Nunhems.
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, a 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 otherwise agreed to by Nunhems.
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 at www.nunhemsusa.com.
Payment:
Buyers who have not established credit privileges with Nunhems must make payment for products, freight and services prior to shipment.
Orders or shipment requests from a Buyer, who, in Nunhems’ judgment is not in good credit standing, is subject to non-acceptance or delay until Buyer has made the payments required by Nunhems or has made arrangements otherwise satisfactory to Nunhems for Buyer to re-establish credit privileges.
All past due amounts 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.
Nunhems shall not be responsible for delay in receipt of invoices by Buyers due to postal service transit times or otherwise.
All payments to Nunhems must be in U.S. dollars (USD) unless otherwise agreed upon in writing by Nunhems.
Arbitration:
Any dispute concerning these General Terms and Conditions of Sale 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 or 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 GENERAL 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.
Controlling Law:
These General Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of Idaho.
Packaging:
Prices include standard packaging as described in each seed species respective price list. 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 respective price list. 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 a 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 may 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 © 2011 NUNHEMS USA, Inc. - All rights reserved
Prices and General Terms and Conditions are subject to change or withdrawal without notice. Nunhems USA, Inc. (“Nunhems”) is not obligated to honor prices due to misprints or inadvertent errors.
Wherever used throughout this document, 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 Nunhems’ 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 General 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 offered by Nunhems 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. Confirmed orders are subject to allocation in accordance with Nunhems’ policies for insufficient seed crops.
Delivery, Insurance and Taxes:
All shipments are at Buyer’s risk and expense Carriage, Insurance Paid To (CIP) shipping destination 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.
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 Nunhems 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. Adjustments of any confirmed quantities requires Nunhems’ agreement in writing unless waived by Nunhems.
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, a 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 otherwise agreed to by Nunhems.
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 at www.nunhemsusa.com.
Payment:
Buyers who have not established credit privileges with Nunhems must make payment for products, freight and services prior to shipment.
Orders or shipment requests from a Buyer, who, in Nunhems’ judgment is not in good credit standing, is subject to non-acceptance or delay until Buyer has made the payments required by Nunhems or has made arrangements otherwise satisfactory to Nunhems for Buyer to re-establish credit privileges.
All past due amounts 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.
Nunhems shall not be responsible for delay in receipt of invoices by Buyers due to postal service transit times or otherwise.
All payments to Nunhems must be in U.S. dollars (USD) unless otherwise agreed upon in writing by Nunhems.
Arbitration:
Any dispute concerning these General Terms and Conditions of Sale 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 or 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 GENERAL 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.
Controlling Law:
These General Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of Idaho.
Packaging:
Prices include standard packaging as described in each seed species respective price list. 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 respective price list. 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 a 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 may 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 © 2011 NUNHEMS USA, Inc. - All rights reserved
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