Article 1. Applicability of these General Terms and
Conditions
1. These General Terms and Conditions shall constitute the
sole and complete agreement between Buyer and Hazera
with respect to the subject matter hereof, and shall apply to
and shall govern all Offers, Purchaser Orders and Order
Confirmations relating to Products, unless and to the extent
the Parties expressly agree otherwise in advance and in
writing.
2. The application of any terms and conditions of purchase of
the Buyer is expressly rejected/explicitly excluded.
3.Opening of the Product package or use of Products and/or
the issuance of a Purchase Order indicates Buyer’s
unconditioned acceptance of the entirety of these General
Terms and Conditions. If the Buyer does not agree with any
term hereof, it must refrain from opening the Product
package and from using the Products.
4.Hazera may revise these General Terms and Conditions
without notice and, for this reason, the Buyer is requested to
access and read this page every time it visits Hazera’s
website. Use of the Products after change to these General
Terms and Conditions indicates acceptance of the revised
terms. The current version of these General Terms and
Conditions terms is updated as of November 2020.
Article 2. Definitions
1. “Buyer” shall mean the natural person or legal entity
entering into an agreement of sale with Hazera for the
purchase of Products.
2. “Hazera” shall mean Hazera Seeds Ltd. having its
registered office in Berurim, Israel or -as the case may be-
Hazera Seeds B.V., having its registered office in the
Netherlands (4921 PM) Made at Schanseind 27 registered at
the Chamber of Commerce Breda( and any of their
subsidiaries worldwide).
3. Hazera and Buyer may hereinafter together be referred to
as the Parties and individually as a Party.
4. “Incoterms” shall mean the terms on international trade
known as Incoterms and published by the International
Chamber of Commerce (ICC), at their most updated version
from time to time.
5. “Intellectual Property Rights” shall mean all current and
future intellectual property rights, including but not limited
to (i) plant variety rights, plant breeder’s rights, or
applications therefor and information relating to genotyping,
(ii) any and all patents and patent applications , together with
all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (iii) design
rights, copyrights, (iv) trademarks, trade names, logos and
service marks, together with all translations, adaptations,
derivations, and combinations thereof and all applications,
registrations, and renewals in connection therewith (v) all
trade secrets and know-how; and (vi) all other proprietary
rights, industrial rights and any other similar rights, whether
registered or unregistered, throughout the world
(“Trademarks”).
6. “Order Confirmation” shall mean the written confirmation
of acceptance by Hazera of a Purchase Order, by means of
letter, fax, or e-mail, or – if this is not the case – any other
letter or action proving such confirmation such as sending a
pro forma invoice, or shipping document.
7. “Offer” shall mean particular terms applicable to a specific
sale of the Products proposed by Hazera to the Buyer.
8. “Plant Material” shall mean all plants, parts of plants and
crops, produced or cultivated out of the Products.
9. “Products” shall mean seeds and/or planting material
delivered by Hazera to the Buyer.
10. “Processing” shall mean any treatment of the Products,
including but not limited to treatment for the improvement
of the sowability, germination, plant quality and the
prevention of pests and or diseases.
11. “Price List” shall mean the selling prices of Products that
Hazera publishes and/or distributes from time to time.
12. “Purchase Order” shall mean a written order (including
through electronic mail transmission) for the purchase of
Products placed by Buyer with Hazera.
Article 3. Offers, Purchase Orders and Order Confirmation
1. Any Offer made by Hazera is non-binding and will remain
valid for five working days or any other specified time stated
by Hazera in such Offer (where applicable).
2. Purchase Orders issued by the Buyer shall comply with the
terms set out in the Offer and are subject to Order
Confirmation. No rights or obligations shall therefore arise
between Hazera and the Buyer until the Order Confirmation
has been issued. Buyer shall not be entitled to cancel or
reduce a Purchase Order after Order Confirmation by
Hazera.
3. Order Confirmation is expressly made conditional on
Buyer’s assent to the terms and conditions set forth herein.
4. Purchase Orders placed by the Buyer must include a
detailed report relating to all permitting and regulatory
requirements that must be complied with the applicable laws
of the country of delivery in connection with the import of
the Products thereto, including which information,
specifications and documents are required to be submitted to
the respective authorities and any procedures that must be
complied with to enable import. The Buyer shall also provide
Hazera with information on any required certificates,
phytosanitary matters, import documents or invoices.
5. Hazera is not liable for delays or non-handling of a
Purchase Order resulting from or arising in connection with
the Buyer’s failure to comply with any of its obligations under
this Article 3. The Buyer shall be liable for any loss or damage
incurred by Hazera resulting from or incurred in connection
with such failure.
Article 4. Delivery
1. Delivery shall be under the terms specified on the invoice
or any other applicable document. When an Incoterm is
mentioned, its definition will be in accordance with the latest
addition of Incoterms. If Buyer fails to accept delivery of the
Products within a reasonable period after receiving notice
from Hazera that they are ready for delivery, Hazera may
dispose of or store the Products at the Buyer’s expense.
2. Delivery periods will not be binding, are an indication only
and should not be regarded as guaranteed. As seeds are
normally produced and processed to a Purchase Order, and
since the seed production process involves substantial
inherent uncertainties as to quantity and quality of final
product, Purchase Orders that have been accepted and/or
confirmed by Hazera shall nevertheless always be deemed
subject to availability on the intended delivery date and no
liability shall be attributed to Hazera by virtue of Purchase
Orders that were not met. Hazera will inform the Buyer if it is
unable to deliver the Products or to deliver them on time for
any reason.
3. In no event shall Hazera be liable for damage, penalty, loss,
injury or expense, due to delay or failure in shipping and/or
delivery.
Article 5. Retention of Title Risk of Loss
1. Risk of loss to the Products shall transfer to Buyer upon
delivery in accordance with the agreed delivery terms. Unless
otherwise expressly agreed, shipment shall always be carried
out at Buyer’s risk and expense.
2. As between the Parties and to the maximum extent
permitted by law, the Products delivered by Hazera and the
Plant Material will remain the property of Hazera until the
Buyer has paid the full purchase price
3. The Products, will at all times be stored and/or used by the
Buyer in such a way that their quality will not be affected and
that the Products can easily be identified as property of
Hazera.
4. The Buyer is not permitted to pledge or otherwise
encumber or grant any third party any security interest in the
Products.
5. In the event that the laws of the country where the
Products are delivered provide for extended possibilities to
reserve title other than through those contained in this
Article, such possibilities shall be deemed to have been
agreed by the Parties. The Buyer acknowledges and agrees
that Hazera’s reservation of title in the Products and/or Plant
Material pursuant to this Article5 is a condition precedent by
Hazera for performance under any Purchase Order.
Article 6. Prices and Payment
1. All prices stated by Hazera in its Price List and/or in an
Offer are the currency in which they are denominated,
exclusive of additional charges and costs, such as (but not
limited to): handling fees, transport and insurance costs,
(quality) certificate costs, value added tax, excise, use, or sale
taxes and any other taxes, duties and charges, which shall be
paid by the Buyer at their applicable rate. If Hazera is
required to pay any taxes or other compulsory payments on
behalf of Buyer, Buyer shall reimburse Hazera for the full
amount of such taxes and payments.
2. All prices stated in the Price List are subject to updates by
Hazera, and Hazera reserves the right to unilaterally change
such prices. Any updated prices will replace earlier listed
and/or offered pricing.
3. Hazera must receive full payment for the Products within
30 days of the invoice date, unless stated and agreed
differently. If no payment is received by the end of that
period, the Buyer will be in default, in which case the Buyer
will owe Hazera arrears interest at a rate of 1 (one) % a
month on the outstanding amount as from the date of
default and until payment is made in full (principal and
interest).
4. If payment in instalments has been agreed between the
Parties, then in the event of late payment of any instalment
the entire remaining amount will fall due immediately
without notice of default being required. Without derogating
from the generality of the foregoing, the provisions of the
last sentence of Paragraph 3 (arrears interest) shall apply
accordingly.
5. Unless expressly approved in advance by Hazera, invoices
shall be paid in full without any deduction, withholding or
offset of any kind.
6. Without derogating from any other right or remedy
available to Hazera under these General Terms and
Conditions or by law, Hazera reserves the right to suspend
performance under any Purchase Order or other agreement
with the Buyer, including but not limited to withholding all
deliveries, until such time as all and any outstanding
payments owed by the Buyer to Hazera under any agreement
have been fully made.
Article 7. Default, Suspension, Termination and Security
1. If the Buyer fails to timely or fully comply with one or more
of its obligations hereunder then, without derogating from
any other right or remedy available to Hazera under these
General Terms and Conditions or by law:
– Hazera shall be authorized to suspend any further
performance of confirmed Purchaser Orders or any other
agreement with the Buyer or to terminate same by written
notice to the Buyer with immediate effect;
– Hazera may demand full payment of all outstanding
amounts upfront and/or obtaining sufficient security from
the Buyer, for instance in the form of a bank guarantee or LC
to be issued by a reputable banking institution, with regard to
the performance by the Buyer.
2.In addition to the foregoing, Hazera is entitled to demand
full payment of all outstanding amounts upfront and/or
obtaining sufficient security for payment by the Buyer before
performing Hazera’s obligations, if it has reasonable reason
to believe that the Buyer will not (or cannot) fully and timely
fulfil its obligations under all confirmed Purchase Orders.
3. If the Buyer (a) is liquidated or commences any voluntary
action, or if a petition is filed by any person in court, with
respect to a liquidation, administration, winding up, entry
into receivership, reorganization, dissolution or any other
insolvency proceedings of the Buyer, or a liquidator, trustee
in bankruptcy, judicial custodian, compulsory manager,
permanent or interim receiver or administrator are
appointed in respect of the Buyer, over all or any part of its
assets, and such action is not cancelled or revoked within 30
days after being commenced, made or passed, or (b) ceases
to carry on its business for a period of 14 days, or (c) is
granted a suspension of payment, or (d) makes a general
assignment of its assets for the benefit of its creditors, all its
payment obligations shall be immediately due and Hazera
shall be authorized to suspend any further performance of
the agreement or to terminate it, without prejudice to its
right to claim compensation from the Buyer of all its damages
and costs resulting therefrom or any or all other remedy
available under law.
Article 8. Collection Costs
If the Buyer is in default or fails to perform one or more of its
payment obligations, all the collection costs both in and out
of court will be at the Buyer’s account.
Article 9. Limited Warranty
1.The Buyer acknowledges that the results obtained by the
Buyer depend on numerous factors and variables, such as the
place of cultivation and the conditions prior to and during
cultivation, including but not limited to storage of Products,
the climate, the soil, crop management and crop protection
methods, and are not guaranteed or assured in any way. The
Buyer shall be solely responsible for determining the
suitability and appropriateness of the use of the Products in
the different conditions and/or for the different purposes
and Hazera disclaims any and all liability with respect to any
merchantability or fitness of the Product for a particular use
or purpose.
2. Without derogating from the generality of the foregoing,
Product storage is essential for preserving high seed quality,
vigor, and viability for future use. Low temperature and low
seed moisture (in open packages) are the two most effective
means of maintaining seed quality in storage. Vegetable
seeds should be kept in as low as 35% RH and as close to 10°C
as possible without fluctuation. [verify compatibility to the
packages??]
3. Except as required to be printed on the seed package to
meet seed law requirements (which printed data refers to
the seeds at the time of their sale by Hazera and not
necessarily thereafter and are merely statistical) and to the
maximum extent permitted by law, Hazera hereby disclaims
all warranties, oral or written, express or implied, including
with respect to any technical advice, freedom of seeds from
seed-borne diseases and GMO and including as regards
merchantability and fitness for a particular purpose.
4. Any and all warranties on the part of Hazera will lapse if
the Buyer acts otherwise or uses the Products other than
according to these general terms and conditions of sale and
delivery. In addition, any and all warranties shall lapse and
Hazera shall not be liable for any product that has been
repacked, treated, conditioned and/or manipulated in any
way by the Buyer or by Hazera or a third party at the buyer’s
request.
5. The Buyer acknowledges that Products delivered by Hazera
are not fit for human or animal consumption.
Article 10. Defects and Complaint Terms
1. The Buyer must inspect the Products purchased upon
delivery, or as soon as possible after delivery. In doing so the
Buyer must check whether the Products delivered comply
with the confirmed Purchase Order or any other agreement
between the Parties (if any), i.e.:
– whether the correct Products have been delivered;
2
– whether the quantity of the delivered Products
corresponds with the confirmed Purchase Order or any other
written agreement between the Parties (if any);
2. If visible defects or deficiencies are found, the Buyer must
inform Hazera accordingly in writing within 3 working days
after delivery, specifying the lot number, packing list and/or
invoice details as well as any supporting evidence (photos,
experts’ statements etc.). Any complaints must be
accompanied by the allegedly defective Products and their
packaging.
3. The Buyer must report any non-visible defects to Hazera in
writing within 3 working days after discovery, specifying the
lot number, packing list and/or invoice details and the above
instructions in clause 2 shall apply.
4. Complaints must be described in such a manner that
Hazera or a third party on its behalf can verify them,
including by granting access to the relevant field(s) for
inspection. For that purpose, the Buyer must also keep
records with regard to the use of the Products and, in the
event of resale of the Products, with regard to its buyers. If
the Buyer does not file a complaint within the aforesaid
period, or according to the above instructions, the complaint
will not be dealt with and any rights the Buyer may have had
will expire.
Article 11. Provision of Information
1. Information provided by or on behalf of Hazera in any form
whatsoever is without any guarantee, warranty or
commitment. Descriptions illustrations and any other
information in promotional publications such as websites,
catalogues and brochures, present average results of specific
trials; these are neither exhaustive nor necessarily accurate,
are intended for general information purposes only and not
as an indication of quality and/or guarantee and shall not
constitute an express or implied warranty or be regarded as
advice, guidance, recommendation or representation. Hazera
disclaims any and all liability on the basis of such information
for different results obtained of the Plant Material. The Buyer
must independently determine whether the Products are
suitable for the intended use and/or can be used under the
local and growing conditions. Without derogating from the
generality of the foregoing, Hazera shall not be held liable for
any information provided in relation to resistances (as
prescribed below).
2. Resistances. Resistant varieties may exhibit some disease
symptoms or damage under heavy pest pressure and/or
under adverse environmental conditions and/or in the face of
new biotypes, pathotypes, races or strains of the pest that
may emerge.
In addition, for tomato seeds- soil temperature above 27°C
and other stresses may cause nematode resistance to break.
For further information on resistances, you should refer to
the ISF definitions at http://www.worldseed.org/ourwork/
plant-health/plant-disease-and-resistance, which is
incorporated herein by reference and a copy of which, can be
obtained at Hazera offices upon demand.
Article 12. Force Majeure
1. without derogating from Article 4 section (2), in the event
of Force Majeure and without judicial intervention being
required, Hazera shall be able to wholly or partially suspend
execution of a Purchase Order or any other agreement
between the Parties or, if the event of Force Majeure
persists, to wholly or partially terminate same. In no event
shall Hazera be liable or required to pay any compensation to
the Buyer in relation to such suspension or termination.
2. ‘Force Majeure’ means any circumstances that could not
be reasonably foreseen and/or which is not under Hazera’s
reasonable control and as a result of which delivery of any or
all Products is not reasonably possible. Force Majeure
includes but is not limited to: extreme weather conditions,
natural disasters, measures by or regulations of any
government, war, acts of terror or civil riot, destruction of the
production facilities or materials due to fire, epidemic, failure
of public facilities or transport, general strikes or strikes in
Hazera, complete or partial lack of raw materials and other
goods and services required to deliver the Products,
unforeseen delays of suppliers or other third parties that
Hazera depends on, and transport difficulties.
3. If the Force Majeure lasts longer than 90 days, either Party
will be entitled to terminate the affected Purchase Orders by
written notice to the other Party.
ARTICLE 13. Permitted Use (License) of the Products and
Product Information
1. To the fullest extent permitted under applicable law,
Hazera grants the Buyer a personal, non-exclusive, nontransferable
and limited license, without a right of sublicense,
for the duration of the agreement to use the Products for the
sole purpose of producing a single crop. In addition, the
alteration, processing or repackaging of Products is strictly
prohibited. Use of the Products is further limited as set out in
Article 16 (No Reproduction and/or Multiplication ).
2. Without derogating from the terms of Article 16 and
otherwise explicitly permitted under applicable law, the
Buyer may not use, or cause or permit the use of, the
Products or Plant Material for any research, breeding,
molecular or genetic analysis, crop, seed (re)production,
propagation and/or multiplication or for any other purpose
other than commercial production or cultivation of Plant
Material in accordance with this Article 13.
3. The Buyer is not permitted to supply any Product to any
other person or entity for production or cultivation nor
distribute, sell, transfer, sublicense, encumber, mortgage,
pledge, offer as security any Product to and/or on behalf of
any (legal) person or entity unless expressly approved in
advance and in writing by Hazera and subject to any
conditions Hazera may impose.
4. In the event that the Buyer, sells or transfers Products to a
third party, the Buyer shall expressly impose the obligations
of Articles, 9,10, 11, 12, 14 and 16 on that third party and
include them in its agreement with such third party for the
benefit of Hazera, which may rely on them in legal
proceedings in case of violation thereof by the third party.
Failing to do so, the Buyer will be liable to defend, hold
harmless and indemnify Hazera from and against any claim
asserted by any such third party.
Article 14. Liability
1. All benefits and all risks associated with the use of the
Products are exclusively assumed by the Buyer. If commercial
use is intended, the Buyer should obtain appropriate
insurance against unsatisfactory results.
2. Hazera shall in no event be liable to Buyer (or any third
Party) for any special, circumstantial, punitive, indirect,
incidental or consequential damage, regardless of the
underlying legal theory, including but not limited to loss of
profits, yield, goodwill, revenue, production, contracts or
opportunity.
3. In any event and to the maximum extent permitted by law,
Hazera’s sole liability and the exclusive remedy of the Buyer
(or any third party) for any loss, expense or damage resulting
from or arising in connection with use of the Products shall,
at Hazera’s election, be limited to either replacement of the
Products for no further consideration or an amount equal to
the invoiced price of the Products (excluding VAT).
4. Without derogation from article 10 any claim for liability or
compensation must be made within 12 months of the
delivery of the respective Products to the Buyer, following
which the Buyer’s right to assert such claims and Hazera’s
liability with respect to the Products shall expire.
5. The Buyer is required to mitigate any damage, cost or
expense to the maximum extent reasonably possible.
6. Hazera expressly disclaims any and all liability, express or
implied, for damages caused by any use of products that is
contrary to these general terms and conditions or other safe
use instructions provided by Hazera.
7.The Buyer hereby explicitly understands and agrees to the
limitations of Hazera liability set out in these General Terms
and Conditions.
Article 15. Indemnification
The Buyer shall indemnify, hold harmless and defend Hazera
and its affiliates and subsidiaries (current and former),
directors, officers, employees and consultants against any
and all third party claims, actions, proceedings, and suits, and
any related liabilities, damages, settlements, penalties, fines,
costs and expenses (including, without limitation reasonable
attorney fees) incurred by or adjudicated against Hazera
arising out of, or relating to any act or omission of the Buyer
in breach of any term of these General Terms and Conditions
or any other agreement between the Parties, including any
use of the Products and/or of Plant Material other than for
the purposes permitted herein, and/or the default,
negligence or willful misconduct of Buyer.
Article 16. No Reproduction and/or Multiplication
1. To the fullest extent permitted under applicable law,
Hazera strictly limits the sale and possession by Buyer of the
Products for the sole purpose of growing a single crop of
plant parts for sale or use as a vegetable product. The Buyer
is not entitled to use the Products and/or derived
components for further multiplication and/or reproduction
purposes, nor is the Buyer permitted, without the explicit
prior permission of Hazera (at Hazera’s sole discretion), with
respect to the Products:
I) to treat and/or use these for multiplication,
II) to offer them for sale,
III) to sell them, and/or
IV) to import or export them and/or
V) to keep them in stock for any of the above or similar
purposes.
2. The above includes all essentially derived varieties from a
variety supplied by Hazera.
3. The Buyer shall fully cooperate with any inspection by
Hazera and shall allow Hazera (and/or third parties acting on
its behalf) with direct access to its business, including in
particular the greenhouses and administrative and farming
facilities, to enable Hazera to carry out (or have carried out)
inspections to verify compliance with the aforesaid
requirements and in general for the purpose of verifying any
possible infringement of Hazera’s rights or violation of these
General Terms and Conditions or any other agreement
between the Parties. Business in this sense also includes all
activities performed by third parties acting on behalf of the
Buyer. Without derogating from the generality of the
foregoing, the Buyer shall, at Hazera’s request, grant
immediate access to all administrative records with regard to
the relevant parent material. The Buyer shall also impose the
aforesaid obligations on its own buyers.
Article 17. Intellectual Property Rights
1. The Buyer agrees and acknowledges that, subject to the
license provided under Article 13, paragraph 1, the exclusive
right, title to and interest in all Intellectual Property Rights in
or to the Products, Plant Material or any mutations, varieties,
essentially derived varieties or biological or other material
obtained therefrom or included therein, including but not
limited to genetics, traits, technology and/or all its
characteristics, as well as Hazera’s Trademarks, shall at all
times be and remain the exclusive property of Hazera and
absolutely vested in Hazera or in any of its affiliates,
subsidiaries or licensors.
2. If and to the extent that, under applicable law, the Buyer is
or may be considered as the owner of any Intellectual
Property Right in the Products, Plant Material or any
mutations, varieties, essentially derived varieties or
(biological) material obtained therefrom or included therein,
including but not limited to genetics, traits, technology
and/or all its characteristics, the Buyer undertakes to
transfer and assign, and does hereby transfer and assign, for
no consideration, any and all such Intellectual Property Rights
to Hazera, which accepts such transfer. The Buyer hereby
authorizes Hazera to register and otherwise effect or
complete such transfer under the applicable law and shall, at
Hazera’s request, assist in and carry out all actions deemed
necessary by Hazera to register, effect and complete such
transfer.
3. The Buyer undertakes not to use nor register any
trademark, trade name, company name, domain name,
symbols or variety designation which is identical or
confusingly similar to Hazera’s Trademarks, company name,
domain name, or symbols or variety designation owned by
Hazera or any of its affiliates and subsidiaries.
4. The Buyer may not use Hazera’s Trademarks for any
purpose unless otherwise approved in writing by Hazera.
5. The Buyer shall fully cooperate with Hazera to defend
Hazera’s rights against infringement.
Article 18. No Genetically Modified Organisms (GMO)
Unless the Products are specifically indicated as GMO, the
seeds of the varieties delivered to the Buyer were obtained
through traditional breeding methods without making use of
genetic modification techniques that lead to genetically
modified organisms as defined in Directive 2001/18 of the
European Parliament and the Council of the European
Communities dated 12 March 2001 on the deliberate release
into the environment of genetically modified organisms.
Since it cannot be ruled out that approved GM plants are also
cultivated by third parties in the seed production areas, it is
technically unavoidable to prevent the accidental presence of
GM materials completely and to guarantee that the seed lots
delivered are free from any traces of GM plants, and Hazera
disclaims any and all warranties in this regard.
Article 19. Severability
If a provision of these General Terms and Conditions is or
becomes illegal, invalid or unenforceable in any jurisdiction,
that shall not affect the validity or enforceability in that
jurisdiction of any other provision hereof or the validity or
enforceability in other jurisdictions of that or any other
provision hereof. Where provisions of any applicable law
resulting in such illegality, invalidity or unenforceability may
be waived, they are hereby waived by each Party to the full
extent permitted so that this General Terms and Conditions
shall be deemed valid and binding agreements, in each case
enforceable in accordance with its terms. Where such
provisions may not be waived, the provisions affected by the
invalidation will be replaced by a valid provision that
corresponds as closely as possible to the purpose of the
invalidated provision. The Parties must, if necessary, enter
into reasonable consultations on the text of that new
provision.
Article 20. Settlement of Disputes
All disputes arising out of or in connection with these General
Terms and Conditions will be settled by the civil court that is
competent in first instance in the place where Hazera has its
registered office, unless another court is competent pursuant
to the mandatory law applicable by virtue of Article 21 and
unless Hazera and the Buyer have agree otherwise.
Article 21. Applicable Law
Each Party irrevocably agrees that these General Terms and
Conditions and any dispute or claim howsoever arising out of
or in connection with it or its subject matter or formation
(including non-contractual disputes or claims), shall be
governed by, and construed in accordance with the laws of
the Country where Hazera has its registered office. The
applicability of the Vienna Convention on Contracts for the
International Sale of Goods (1980) is expressly excluded.
Article 22. Anti-Bribery
Buyer shall at all times act in accordance with any applicable
law and regulation. Without derogating from the aforesaid,
Buyer warrants that it and anyone acting on its behalf will at
all times comply with, and procure that its affiliates,
directors, officers, employees, owners (whether direct,
indirect, or beneficial) service providers and any person or
entity under its control shall comply with, all applicable local,
state, national, and international laws, rules and regulations
relating to ethical standards of behavior, including, without
3
limitation, those dealing with human rights (including,
without limitation, human trafficking, forced or compulsory
labor, and slavery), working conditions (including, without
limitation, working hours, minimum wage, child labor
prohibition, freedom of association, discrimination),
environmental protection, sustainable development, anticompetitive
or fraudulent practices, bribery and illicit
payments, and corruption, the Anticorruption Laws (defined
as the U.S. Foreign Corrupt Practices Act of 1977, as
amended, the U.K. Bribery Act, France’s Law No. 2016-1691
on Transparency, the Fight Against Corruption and Economic
Modernization, any other applicable anticorruption,
antibribery, antifraud, and antikickback laws, and all rules
and regulations promulgated thereunder, as amended from
time to time.
Buyer shall conduct its business in a manner that is consistent
with the rules and principles of Limagrain Group (to which
Hazera belongs), reflected in the Limagrain Ethical Principles
and Code of Conduct, as amended from time to time
(available at
https://www.limagrain.com/data/medias/4920/style/default
/Limagrain_CodeofConduct_GB_11_2019.pdf).
Article 23. Final Provisions
1. These General Terms and Conditions replace earlier
versions thereof and apply to all Purchase Orders concluded
after the date on which they have been published on
Hazera’s website under www.hazera.com.
2. The Buyer shall not assign its rights and obligations under
these General Terms and Conditions or under any Purchase
Order to third parties without Hazera’ prior written consent.
3. The Buyer agrees that Hazera shall be permitted at all
times to assign its rights and obligations under these General
Terms and Conditions or under any Purchase Order to third
parties by written notice to the Buyer.1
Hazera General Terms and
Conditions of Sale for Buyers
Article 1. Applicability of these General Terms and
Conditions
1. These General Terms and Conditions shall constitute the
sole and complete agreement between Buyer and Hazera
with respect to the subject matter hereof, and shall apply to
and shall govern all Offers, Purchaser Orders and Order
Confirmations relating to Products, unless and to the extent
the Parties expressly agree otherwise in advance and in
writing.
2. The application of any terms and conditions of purchase of
the Buyer is expressly rejected/explicitly excluded.
3.Opening of the Product package or use of Products and/or
the issuance of a Purchase Order indicates Buyer’s
unconditioned acceptance of the entirety of these General
Terms and Conditions. If the Buyer does not agree with any
term hereof, it must refrain from opening the Product
package and from using the Products.
4.Hazera may revise these General Terms and Conditions
without notice and, for this reason, the Buyer is requested to
access and read this page every time it visits Hazera’s
website. Use of the Products after change to these General
Terms and Conditions indicates acceptance of the revised
terms. The current version of these General Terms and
Conditions terms is updated as of November 2020.
Article 2. Definitions
1. “Buyer” shall mean the natural person or legal entity
entering into an agreement of sale with Hazera for the
purchase of Products.
2. “Hazera” shall mean Hazera Seeds Ltd. having its
registered office in Berurim, Israel or -as the case may be-
Hazera Seeds B.V., having its registered office in the
Netherlands (4921 PM) Made at Schanseind 27 registered at
the Chamber of Commerce Breda( and any of their
subsidiaries worldwide).
3. Hazera and Buyer may hereinafter together be referred to
as the Parties and individually as a Party.
4. “Incoterms” shall mean the terms on international trade
known as Incoterms and published by the International
Chamber of Commerce (ICC), at their most updated version
from time to time.
5. “Intellectual Property Rights” shall mean all current and
future intellectual property rights, including but not limited
to (i) plant variety rights, plant breeder’s rights, or
applications therefor and information relating to genotyping,
(ii) any and all patents and patent applications , together with
all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (iii) design
rights, copyrights, (iv) trademarks, trade names, logos and
service marks, together with all translations, adaptations,
derivations, and combinations thereof and all applications,
registrations, and renewals in connection therewith (v) all
trade secrets and know-how; and (vi) all other proprietary
rights, industrial rights and any other similar rights, whether
registered or unregistered, throughout the world
(“Trademarks”).
6. “Order Confirmation” shall mean the written confirmation
of acceptance by Hazera of a Purchase Order, by means of
letter, fax, or e-mail, or – if this is not the case – any other
letter or action proving such confirmation such as sending a
pro forma invoice, or shipping document.
7. “Offer” shall mean particular terms applicable to a specific
sale of the Products proposed by Hazera to the Buyer.
8. “Plant Material” shall mean all plants, parts of plants and
crops, produced or cultivated out of the Products.
9. “Products” shall mean seeds and/or planting material
delivered by Hazera to the Buyer.
10. “Processing” shall mean any treatment of the Products,
including but not limited to treatment for the improvement
of the sowability, germination, plant quality and the
prevention of pests and or diseases.
11. “Price List” shall mean the selling prices of Products that
Hazera publishes and/or distributes from time to time.
12. “Purchase Order” shall mean a written order (including
through electronic mail transmission) for the purchase of
Products placed by Buyer with Hazera.
Article 3. Offers, Purchase Orders and Order Confirmation
1. Any Offer made by Hazera is non-binding and will remain
valid for five working days or any other specified time stated
by Hazera in such Offer (where applicable).
2. Purchase Orders issued by the Buyer shall comply with the
terms set out in the Offer and are subject to Order
Confirmation. No rights or obligations shall therefore arise
between Hazera and the Buyer until the Order Confirmation
has been issued. Buyer shall not be entitled to cancel or
reduce a Purchase Order after Order Confirmation by
Hazera.
3. Order Confirmation is expressly made conditional on
Buyer’s assent to the terms and conditions set forth herein.
4. Purchase Orders placed by the Buyer must include a
detailed report relating to all permitting and regulatory
requirements that must be complied with the applicable laws
of the country of delivery in connection with the import of
the Products thereto, including which information,
specifications and documents are required to be submitted to
the respective authorities and any procedures that must be
complied with to enable import. The Buyer shall also provide
Hazera with information on any required certificates,
phytosanitary matters, import documents or invoices.
5. Hazera is not liable for delays or non-handling of a
Purchase Order resulting from or arising in connection with
the Buyer’s failure to comply with any of its obligations under
this Article 3. The Buyer shall be liable for any loss or damage
incurred by Hazera resulting from or incurred in connection
with such failure.
Article 4. Delivery
1. Delivery shall be under the terms specified on the invoice
or any other applicable document. When an Incoterm is
mentioned, its definition will be in accordance with the latest
addition of Incoterms. If Buyer fails to accept delivery of the
Products within a reasonable period after receiving notice
from Hazera that they are ready for delivery, Hazera may
dispose of or store the Products at the Buyer’s expense.
2. Delivery periods will not be binding, are an indication only
and should not be regarded as guaranteed. As seeds are
normally produced and processed to a Purchase Order, and
since the seed production process involves substantial
inherent uncertainties as to quantity and quality of final
product, Purchase Orders that have been accepted and/or
confirmed by Hazera shall nevertheless always be deemed
subject to availability on the intended delivery date and no
liability shall be attributed to Hazera by virtue of Purchase
Orders that were not met. Hazera will inform the Buyer if it is
unable to deliver the Products or to deliver them on time for
any reason.
3. In no event shall Hazera be liable for damage, penalty, loss,
injury or expense, due to delay or failure in shipping and/or
delivery.
Article 5. Retention of Title Risk of Loss
1. Risk of loss to the Products shall transfer to Buyer upon
delivery in accordance with the agreed delivery terms. Unless
otherwise expressly agreed, shipment shall always be carried
out at Buyer’s risk and expense.
2. As between the Parties and to the maximum extent
permitted by law, the Products delivered by Hazera and the
Plant Material will remain the property of Hazera until the
Buyer has paid the full purchase price
3. The Products, will at all times be stored and/or used by the
Buyer in such a way that their quality will not be affected and
that the Products can easily be identified as property of
Hazera.
4. The Buyer is not permitted to pledge or otherwise
encumber or grant any third party any security interest in the
Products.
5. In the event that the laws of the country where the
Products are delivered provide for extended possibilities to
reserve title other than through those contained in this
Article, such possibilities shall be deemed to have been
agreed by the Parties. The Buyer acknowledges and agrees
that Hazera’s reservation of title in the Products and/or Plant
Material pursuant to this Article5 is a condition precedent by
Hazera for performance under any Purchase Order.
Article 6. Prices and Payment
1. All prices stated by Hazera in its Price List and/or in an
Offer are the currency in which they are denominated,
exclusive of additional charges and costs, such as (but not
limited to): handling fees, transport and insurance costs,
(quality) certificate costs, value added tax, excise, use, or sale
taxes and any other taxes, duties and charges, which shall be
paid by the Buyer at their applicable rate. If Hazera is
required to pay any taxes or other compulsory payments on
behalf of Buyer, Buyer shall reimburse Hazera for the full
amount of such taxes and payments.
2. All prices stated in the Price List are subject to updates by
Hazera, and Hazera reserves the right to unilaterally change
such prices. Any updated prices will replace earlier listed
and/or offered pricing.
3. Hazera must receive full payment for the Products within
30 days of the invoice date, unless stated and agreed
differently. If no payment is received by the end of that
period, the Buyer will be in default, in which case the Buyer
will owe Hazera arrears interest at a rate of 1 (one) % a
month on the outstanding amount as from the date of
default and until payment is made in full (principal and
interest).
4. If payment in instalments has been agreed between the
Parties, then in the event of late payment of any instalment
the entire remaining amount will fall due immediately
without notice of default being required. Without derogating
from the generality of the foregoing, the provisions of the
last sentence of Paragraph 3 (arrears interest) shall apply
accordingly.
5. Unless expressly approved in advance by Hazera, invoices
shall be paid in full without any deduction, withholding or
offset of any kind.
6. Without derogating from any other right or remedy
available to Hazera under these General Terms and
Conditions or by law, Hazera reserves the right to suspend
performance under any Purchase Order or other agreement
with the Buyer, including but not limited to withholding all
deliveries, until such time as all and any outstanding
payments owed by the Buyer to Hazera under any agreement
have been fully made.
Article 7. Default, Suspension, Termination and Security
1. If the Buyer fails to timely or fully comply with one or more
of its obligations hereunder then, without derogating from
any other right or remedy available to Hazera under these
General Terms and Conditions or by law:
– Hazera shall be authorized to suspend any further
performance of confirmed Purchaser Orders or any other
agreement with the Buyer or to terminate same by written
notice to the Buyer with immediate effect;
– Hazera may demand full payment of all outstanding
amounts upfront and/or obtaining sufficient security from
the Buyer, for instance in the form of a bank guarantee or LC
to be issued by a reputable banking institution, with regard to
the performance by the Buyer.
2.In addition to the foregoing, Hazera is entitled to demand
full payment of all outstanding amounts upfront and/or
obtaining sufficient security for payment by the Buyer before
performing Hazera’s obligations, if it has reasonable reason
to believe that the Buyer will not (or cannot) fully and timely
fulfil its obligations under all confirmed Purchase Orders.
3. If the Buyer (a) is liquidated or commences any voluntary
action, or if a petition is filed by any person in court, with
respect to a liquidation, administration, winding up, entry
into receivership, reorganization, dissolution or any other
insolvency proceedings of the Buyer, or a liquidator, trustee
in bankruptcy, judicial custodian, compulsory manager,
permanent or interim receiver or administrator are
appointed in respect of the Buyer, over all or any part of its
assets, and such action is not cancelled or revoked within 30
days after being commenced, made or passed, or (b) ceases
to carry on its business for a period of 14 days, or (c) is
granted a suspension of payment, or (d) makes a general
assignment of its assets for the benefit of its creditors, all its
payment obligations shall be immediately due and Hazera
shall be authorized to suspend any further performance of
the agreement or to terminate it, without prejudice to its
right to claim compensation from the Buyer of all its damages
and costs resulting therefrom or any or all other remedy
available under law.
Article 8. Collection Costs
If the Buyer is in default or fails to perform one or more of its
payment obligations, all the collection costs both in and out
of court will be at the Buyer’s account.
Article 9. Limited Warranty
1.The Buyer acknowledges that the results obtained by the
Buyer depend on numerous factors and variables, such as the
place of cultivation and the conditions prior to and during
cultivation, including but not limited to storage of Products,
the climate, the soil, crop management and crop protection
methods, and are not guaranteed or assured in any way. The
Buyer shall be solely responsible for determining the
suitability and appropriateness of the use of the Products in
the different conditions and/or for the different purposes
and Hazera disclaims any and all liability with respect to any
merchantability or fitness of the Product for a particular use
or purpose.
2. Without derogating from the generality of the foregoing,
Product storage is essential for preserving high seed quality,
vigor, and viability for future use. Low temperature and low
seed moisture (in open packages) are the two most effective
means of maintaining seed quality in storage. Vegetable
seeds should be kept in as low as 35% RH and as close to 10°C
as possible without fluctuation. [verify compatibility to the
packages??]
3. Except as required to be printed on the seed package to
meet seed law requirements (which printed data refers to
the seeds at the time of their sale by Hazera and not
necessarily thereafter and are merely statistical) and to the
maximum extent permitted by law, Hazera hereby disclaims
all warranties, oral or written, express or implied, including
with respect to any technical advice, freedom of seeds from
seed-borne diseases and GMO and including as regards
merchantability and fitness for a particular purpose.
4. Any and all warranties on the part of Hazera will lapse if
the Buyer acts otherwise or uses the Products other than
according to these general terms and conditions of sale and
delivery. In addition, any and all warranties shall lapse and
Hazera shall not be liable for any product that has been
repacked, treated, conditioned and/or manipulated in any
way by the Buyer or by Hazera or a third party at the buyer’s
request.
5. The Buyer acknowledges that Products delivered by Hazera
are not fit for human or animal consumption.
Article 10. Defects and Complaint Terms
1. The Buyer must inspect the Products purchased upon
delivery, or as soon as possible after delivery. In doing so the
Buyer must check whether the Products delivered comply
with the confirmed Purchase Order or any other agreement
between the Parties (if any), i.e.:
– whether the correct Products have been delivered;
2
– whether the quantity of the delivered Products
corresponds with the confirmed Purchase Order or any other
written agreement between the Parties (if any);
2. If visible defects or deficiencies are found, the Buyer must
inform Hazera accordingly in writing within 3 working days
after delivery, specifying the lot number, packing list and/or
invoice details as well as any supporting evidence (photos,
experts’ statements etc.). Any complaints must be
accompanied by the allegedly defective Products and their
packaging.
3. The Buyer must report any non-visible defects to Hazera in
writing within 3 working days after discovery, specifying the
lot number, packing list and/or invoice details and the above
instructions in clause 2 shall apply.
4. Complaints must be described in such a manner that
Hazera or a third party on its behalf can verify them,
including by granting access to the relevant field(s) for
inspection. For that purpose, the Buyer must also keep
records with regard to the use of the Products and, in the
event of resale of the Products, with regard to its buyers. If
the Buyer does not file a complaint within the aforesaid
period, or according to the above instructions, the complaint
will not be dealt with and any rights the Buyer may have had
will expire.
Article 11. Provision of Information
1. Information provided by or on behalf of Hazera in any form
whatsoever is without any guarantee, warranty or
commitment. Descriptions illustrations and any other
information in promotional publications such as websites,
catalogues and brochures, present average results of specific
trials; these are neither exhaustive nor necessarily accurate,
are intended for general information purposes only and not
as an indication of quality and/or guarantee and shall not
constitute an express or implied warranty or be regarded as
advice, guidance, recommendation or representation. Hazera
disclaims any and all liability on the basis of such information
for different results obtained of the Plant Material. The Buyer
must independently determine whether the Products are
suitable for the intended use and/or can be used under the
local and growing conditions. Without derogating from the
generality of the foregoing, Hazera shall not be held liable for
any information provided in relation to resistances (as
prescribed below).
2. Resistances. Resistant varieties may exhibit some disease
symptoms or damage under heavy pest pressure and/or
under adverse environmental conditions and/or in the face of
new biotypes, pathotypes, races or strains of the pest that
may emerge.
In addition, for tomato seeds- soil temperature above 27°C
and other stresses may cause nematode resistance to break.
For further information on resistances, you should refer to
the ISF definitions at http://www.worldseed.org/ourwork/
plant-health/plant-disease-and-resistance, which is
incorporated herein by reference and a copy of which, can be
obtained at Hazera offices upon demand.
Article 12. Force Majeure
1. without derogating from Article 4 section (2), in the event
of Force Majeure and without judicial intervention being
required, Hazera shall be able to wholly or partially suspend
execution of a Purchase Order or any other agreement
between the Parties or, if the event of Force Majeure
persists, to wholly or partially terminate same. In no event
shall Hazera be liable or required to pay any compensation to
the Buyer in relation to such suspension or termination.
2. ‘Force Majeure’ means any circumstances that could not
be reasonably foreseen and/or which is not under Hazera’s
reasonable control and as a result of which delivery of any or
all Products is not reasonably possible. Force Majeure
includes but is not limited to: extreme weather conditions,
natural disasters, measures by or regulations of any
government, war, acts of terror or civil riot, destruction of the
production facilities or materials due to fire, epidemic, failure
of public facilities or transport, general strikes or strikes in
Hazera, complete or partial lack of raw materials and other
goods and services required to deliver the Products,
unforeseen delays of suppliers or other third parties that
Hazera depends on, and transport difficulties.
3. If the Force Majeure lasts longer than 90 days, either Party
will be entitled to terminate the affected Purchase Orders by
written notice to the other Party.
ARTICLE 13. Permitted Use (License) of the Products and
Product Information
1. To the fullest extent permitted under applicable law,
Hazera grants the Buyer a personal, non-exclusive, nontransferable
and limited license, without a right of sublicense,
for the duration of the agreement to use the Products for the
sole purpose of producing a single crop. In addition, the
alteration, processing or repackaging of Products is strictly
prohibited. Use of the Products is further limited as set out in
Article 16 (No Reproduction and/or Multiplication ).
2. Without derogating from the terms of Article 16 and
otherwise explicitly permitted under applicable law, the
Buyer may not use, or cause or permit the use of, the
Products or Plant Material for any research, breeding,
molecular or genetic analysis, crop, seed (re)production,
propagation and/or multiplication or for any other purpose
other than commercial production or cultivation of Plant
Material in accordance with this Article 13.
3. The Buyer is not permitted to supply any Product to any
other person or entity for production or cultivation nor
distribute, sell, transfer, sublicense, encumber, mortgage,
pledge, offer as security any Product to and/or on behalf of
any (legal) person or entity unless expressly approved in
advance and in writing by Hazera and subject to any
conditions Hazera may impose.
4. In the event that the Buyer, sells or transfers Products to a
third party, the Buyer shall expressly impose the obligations
of Articles, 9,10, 11, 12, 14 and 16 on that third party and
include them in its agreement with such third party for the
benefit of Hazera, which may rely on them in legal
proceedings in case of violation thereof by the third party.
Failing to do so, the Buyer will be liable to defend, hold
harmless and indemnify Hazera from and against any claim
asserted by any such third party.
Article 14. Liability
1. All benefits and all risks associated with the use of the
Products are exclusively assumed by the Buyer. If commercial
use is intended, the Buyer should obtain appropriate
insurance against unsatisfactory results.
2. Hazera shall in no event be liable to Buyer (or any third
Party) for any special, circumstantial, punitive, indirect,
incidental or consequential damage, regardless of the
underlying legal theory, including but not limited to loss of
profits, yield, goodwill, revenue, production, contracts or
opportunity.
3. In any event and to the maximum extent permitted by law,
Hazera’s sole liability and the exclusive remedy of the Buyer
(or any third party) for any loss, expense or damage resulting
from or arising in connection with use of the Products shall,
at Hazera’s election, be limited to either replacement of the
Products for no further consideration or an amount equal to
the invoiced price of the Products (excluding VAT).
4. Without derogation from article 10 any claim for liability or
compensation must be made within 12 months of the
delivery of the respective Products to the Buyer, following
which the Buyer’s right to assert such claims and Hazera’s
liability with respect to the Products shall expire.
5. The Buyer is required to mitigate any damage, cost or
expense to the maximum extent reasonably possible.
6. Hazera expressly disclaims any and all liability, express or
implied, for damages caused by any use of products that is
contrary to these general terms and conditions or other safe
use instructions provided by Hazera.
7.The Buyer hereby explicitly understands and agrees to the
limitations of Hazera liability set out in these General Terms
and Conditions.
Article 15. Indemnification
The Buyer shall indemnify, hold harmless and defend Hazera
and its affiliates and subsidiaries (current and former),
directors, officers, employees and consultants against any
and all third party claims, actions, proceedings, and suits, and
any related liabilities, damages, settlements, penalties, fines,
costs and expenses (including, without limitation reasonable
attorney fees) incurred by or adjudicated against Hazera
arising out of, or relating to any act or omission of the Buyer
in breach of any term of these General Terms and Conditions
or any other agreement between the Parties, including any
use of the Products and/or of Plant Material other than for
the purposes permitted herein, and/or the default,
negligence or willful misconduct of Buyer.
Article 16. No Reproduction and/or Multiplication
1. To the fullest extent permitted under applicable law,
Hazera strictly limits the sale and possession by Buyer of the
Products for the sole purpose of growing a single crop of
plant parts for sale or use as a vegetable product. The Buyer
is not entitled to use the Products and/or derived
components for further multiplication and/or reproduction
purposes, nor is the Buyer permitted, without the explicit
prior permission of Hazera (at Hazera’s sole discretion), with
respect to the Products:
I) to treat and/or use these for multiplication,
II) to offer them for sale,
III) to sell them, and/or
IV) to import or export them and/or
V) to keep them in stock for any of the above or similar
purposes.
2. The above includes all essentially derived varieties from a
variety supplied by Hazera.
3. The Buyer shall fully cooperate with any inspection by
Hazera and shall allow Hazera (and/or third parties acting on
its behalf) with direct access to its business, including in
particular the greenhouses and administrative and farming
facilities, to enable Hazera to carry out (or have carried out)
inspections to verify compliance with the aforesaid
requirements and in general for the purpose of verifying any
possible infringement of Hazera’s rights or violation of these
General Terms and Conditions or any other agreement
between the Parties. Business in this sense also includes all
activities performed by third parties acting on behalf of the
Buyer. Without derogating from the generality of the
foregoing, the Buyer shall, at Hazera’s request, grant
immediate access to all administrative records with regard to
the relevant parent material. The Buyer shall also impose the
aforesaid obligations on its own buyers.
Article 17. Intellectual Property Rights
1. The Buyer agrees and acknowledges that, subject to the
license provided under Article 13, paragraph 1, the exclusive
right, title to and interest in all Intellectual Property Rights in
or to the Products, Plant Material or any mutations, varieties,
essentially derived varieties or biological or other material
obtained therefrom or included therein, including but not
limited to genetics, traits, technology and/or all its
characteristics, as well as Hazera’s Trademarks, shall at all
times be and remain the exclusive property of Hazera and
absolutely vested in Hazera or in any of its affiliates,
subsidiaries or licensors.
2. If and to the extent that, under applicable law, the Buyer is
or may be considered as the owner of any Intellectual
Property Right in the Products, Plant Material or any
mutations, varieties, essentially derived varieties or
(biological) material obtained therefrom or included therein,
including but not limited to genetics, traits, technology
and/or all its characteristics, the Buyer undertakes to
transfer and assign, and does hereby transfer and assign, for
no consideration, any and all such Intellectual Property Rights
to Hazera, which accepts such transfer. The Buyer hereby
authorizes Hazera to register and otherwise effect or
complete such transfer under the applicable law and shall, at
Hazera’s request, assist in and carry out all actions deemed
necessary by Hazera to register, effect and complete such
transfer.
3. The Buyer undertakes not to use nor register any
trademark, trade name, company name, domain name,
symbols or variety designation which is identical or
confusingly similar to Hazera’s Trademarks, company name,
domain name, or symbols or variety designation owned by
Hazera or any of its affiliates and subsidiaries.
4. The Buyer may not use Hazera’s Trademarks for any
purpose unless otherwise approved in writing by Hazera.
5. The Buyer shall fully cooperate with Hazera to defend
Hazera’s rights against infringement.
Article 18. No Genetically Modified Organisms (GMO)
Unless the Products are specifically indicated as GMO, the
seeds of the varieties delivered to the Buyer were obtained
through traditional breeding methods without making use of
genetic modification techniques that lead to genetically
modified organisms as defined in Directive 2001/18 of the
European Parliament and the Council of the European
Communities dated 12 March 2001 on the deliberate release
into the environment of genetically modified organisms.
Since it cannot be ruled out that approved GM plants are also
cultivated by third parties in the seed production areas, it is
technically unavoidable to prevent the accidental presence of
GM materials completely and to guarantee that the seed lots
delivered are free from any traces of GM plants, and Hazera
disclaims any and all warranties in this regard.
Article 19. Severability
If a provision of these General Terms and Conditions is or
becomes illegal, invalid or unenforceable in any jurisdiction,
that shall not affect the validity or enforceability in that
jurisdiction of any other provision hereof or the validity or
enforceability in other jurisdictions of that or any other
provision hereof. Where provisions of any applicable law
resulting in such illegality, invalidity or unenforceability may
be waived, they are hereby waived by each Party to the full
extent permitted so that this General Terms and Conditions
shall be deemed valid and binding agreements, in each case
enforceable in accordance with its terms. Where such
provisions may not be waived, the provisions affected by the
invalidation will be replaced by a valid provision that
corresponds as closely as possible to the purpose of the
invalidated provision. The Parties must, if necessary, enter
into reasonable consultations on the text of that new
provision.
Article 20. Settlement of Disputes
All disputes arising out of or in connection with these General
Terms and Conditions will be settled by the civil court that is
competent in first instance in the place where Hazera has its
registered office, unless another court is competent pursuant
to the mandatory law applicable by virtue of Article 21 and
unless Hazera and the Buyer have agree otherwise.
Article 21. Applicable Law
Each Party irrevocably agrees that these General Terms and
Conditions and any dispute or claim howsoever arising out of
or in connection with it or its subject matter or formation
(including non-contractual disputes or claims), shall be
governed by, and construed in accordance with the laws of
the Country where Hazera has its registered office. The
applicability of the Vienna Convention on Contracts for the
International Sale of Goods (1980) is expressly excluded.
Article 22. Anti-Bribery
Buyer shall at all times act in accordance with any applicable
law and regulation. Without derogating from the aforesaid,
Buyer warrants that it and anyone acting on its behalf will at
all times comply with, and procure that its affiliates,
directors, officers, employees, owners (whether direct,
indirect, or beneficial) service providers and any person or
entity under its control shall comply with, all applicable local,
state, national, and international laws, rules and regulations
relating to ethical standards of behavior, including, without
3
limitation, those dealing with human rights (including,
without limitation, human trafficking, forced or compulsory
labor, and slavery), working conditions (including, without
limitation, working hours, minimum wage, child labor
prohibition, freedom of association, discrimination),
environmental protection, sustainable development, anticompetitive
or fraudulent practices, bribery and illicit
payments, and corruption, the Anticorruption Laws (defined
as the U.S. Foreign Corrupt Practices Act of 1977, as
amended, the U.K. Bribery Act, France’s Law No. 2016-1691
on Transparency, the Fight Against Corruption and Economic
Modernization, any other applicable anticorruption,
antibribery, antifraud, and antikickback laws, and all rules
and regulations promulgated thereunder, as amended from
time to time.
Buyer shall conduct its business in a manner that is consistent
with the rules and principles of Limagrain Group (to which
Hazera belongs), reflected in the Limagrain Ethical Principles
and Code of Conduct, as amended from time to time
(available at
https://www.limagrain.com/data/medias/4920/style/default
/Limagrain_CodeofConduct_GB_11_2019.pdf).
Article 23. Final Provisions
1. These General Terms and Conditions replace earlier
versions thereof and apply to all Purchase Orders concluded
after the date on which they have been published on
Hazera’s website under www.hazera.com.
2. The Buyer shall not assign its rights and obligations under
these General Terms and Conditions or under any Purchase
Order to third parties without Hazera’ prior written consent.
3. The Buyer agrees that Hazera shall be permitted at all
times to assign its rights and obligations under these General
Terms and Conditions or under any Purchase Order to third
parties by written notice to the Buyer.