APPLICABLE AS FROM 01/04/2023
1. General
These General Terms and Conditions of sale (GTC) apply exclusively to all sales of products by TECHNISEM to its Customers.
By “Products” it is meant seeds.
Consequently, the act of placing an order implies the Customer’s full and unreserved adherence to these GTC and, in the absence of precision hereunder, to the “RULES AND USES OF THE INTERNATIONAL SEED FEDERATION FOR THE TRADE IN SEEDS FOR SOWING PURPOSES”, to the exclusion of all other documents. The advice, suggestions, vegetation cycle and precocity are offered for information purposes only. They can neither constitute contractual commitments nor include a guarantee of harvest. Indeed, the Customer acknowledges that the results obtained do not depend solely on the variety and quality of the seeds, but also on factors that are difficult or impossible to assess or predict and that may vary in particular according to the regions, the environment, the agronomic and atmospheric conditions, and the cultivation techniques and operations.
Any contrary condition opposed by the Customer shall, therefore, in the absence of express acceptance, be unenforceable against TECHNISEM, regardless of the time at which it may have been brought to its attention.
The fact that TECHNISEM does not avail itself at a given time of any of these general terms and conditions may not be interpreted as a waiver of the right to avail itself at a later date of any of the said terms and conditions.
2. Order
Any order from the Customer must be made in writing or by any electronic means of communication.
It will be formalized by a proforma invoice in the days following the Customer’s request, the Customer having to validate this proforma invoice in writing.
All offers are made based on availability at the time of order confirmation. In the event of a deficient or nil harvest, caused by atmospheric disturbances or cultural accidents of any kind affecting the quality of the seed (germination, vigour, etc.), the order will be modified in the quantity, partially or totally. Consequently, no indemnity can be claimed. In addition, it should be noted that due to the significant costs involved in the management of each order, TECHNISEM cannot honour orders of less than 1500 Euros of seed excluding tax.
Additional supplies to the order will be based on a new contract mentioning the prices, conditions, deadlines etc. that concern them.
3. Tariffs – Rules
Prices are fixed in our price list sent annually and are subject to change during the campaign. In case of variation in production costs, TECHNISEM and the Client may enter into discussions to renegotiate the prices in good faith to reflect market fluctuations. Any order placed implies acceptance of the prices in force on the day of the said order. Prices are indicated exclusive of tax. VAT at the current rate and any other possible taxes will apply.
Payments are made without discount. No discount is granted for early payment. Unless otherwise agreed with the Customer, payments shall be made by bank transfer in euros.
Unless otherwise agreed with the Customer, the Customer must pay for the order in advance. The order will be manufactured and prepared only subject to receipt of full payment by TECHNISEM.
In the event of a payment term agreement granted to the Customer, and in the event of late payment, TECHNISEM may, on the one hand, suspend the delivery of the Products or the Services for all or part of the orders in progress and, on the other hand, refuse any new order, without prejudice to any other course of action.
If the Customer does not pay within 3 working days of the due date, it shall pay collection costs (40 €) and interest at the rate of 6%.
If the Customer fails to fulfil one or more of its obligations or to do so correctly and/or on time, TECHNISEM’s obligations shall be automatically and immediately suspended until the Customer has paid the sums due (including extrajudicial costs).
TECHNISEM may refer the matter to the French Seed Association to obtain recovery of its debts through accelerated arbitration as provided for in article 21 of the Rules of Arbitration Procedure of the INTERNATIONAL SEED FEDERATION.
The Customer shall be required to indemnify TECHNISEM for all collection costs to which it may be exposed, including those of the judicial officers.
4. Delivery
The delivery period for the Products is that agreed between the parties.
Unless specifically agreed between the parties, the delivery time is given as an indication. In any event, on-time delivery can only take place if the Customer is up to date with its payments to TECHNISEM.
The terms of delivery shall be in accordance with the incoterm defined between the parties and specified on the order. The risks and other obligations shall be borne by one or other of the parties according to the incoterm chosen.
5. Claim
Complaints about the non-conformity of the Products delivered (missing, delivery, packaging or weight errors, etc.) must be made in writing on the delivery note and must be notified to TECHNISEM within 8 days of receipt of the goods.
Any complaint relating to the germinative faculty or the specific purity must be notified within one month of receipt of the goods.
Any complaint relating to the variety purity must be made within the normal sowing and harvesting time limits and must allow the crop to be inspected in the field either by a TECHNISEM technician or by an official body designated by TECHNISEM.
Any complaint must be made in writing.
TECHNISEM declines all responsibility in the event of product reconditioning.
In general, the Customer must allow TECHNISEM every facility to ascertain the subject of such complaints. It shall refrain from intervening itself or having a third party intervene for this purpose.
The return of Products is only possible after agreement by TECHNISEM. In all cases, the goods must be returned carriage paid, in the original packaging.
In the event of an apparent defect or non-conformity of the Products delivered, duly noted by TECHNISEM under the conditions provided for above, the Customer may obtain the replacement of the Products or the reimbursement of his order, at TECHNISEM’s discretion, to the exclusion of any indemnity or damages. Unless the arbitral tribunal decides otherwise, the amount of the reimbursement may not exceed the value of the invoice, plus the costs directly related to the shipment and return of the seeds (including customs duties where these cannot be reimbursed), provided that the Customer can justify them.
TECHNISEM does not grant any guarantees other than those provided for in these general terms and conditions.
6. Guarantee – Quality
6.1. TECHNISEM guarantees that its Products comply with the standards and regulations in force and more particularly, TECHNISEM undertakes to comply with the quality standards in accordance with the rules and practices of the International Seed Federation, particularly in terms of germination capacity and seed purity.
TECHNISEM has taken all precautions to control pathogens at the emergence of its seeds. However, seed treatment cannot guarantee a complete indemnity especially if the disease is already present in the buyer’s fields or in neighbouring fields. TECHNISEM does not provide any guarantee concerning diseases at emergence.
In the context of the sale of untreated seeds as specified at the time of order, TECHNISEM shall not be held liable for diseases at seed raising, even during cultivation, which the Customer acknowledges and accepts.
6.2. In accordance with the national and international rules and practices in force between seed companies and in the absence of agreement between the parties, the guarantee granted by TECHNISEM is limited either to replacing the seeds concerned or to refunding the purchase price.
On the other hand, TECHNISEM’s responsibility is totally discharged in the event of repackaging of the goods, handling, reprocessing or poor storage conditions by the Customer.
As the seeds are exclusively intended for sowing, TECHNISEM cannot be held liable for any other use (in particular human or animal consumption). Unless otherwise agreed with the Customer, the re-exportation of these varieties is prohibited. By purchasing these varieties, the Customer assumes the responsibility to ensure that these conditions are respected by its Customers as well as at each level of distribution.
7. Retention of title
TECHNISEM shall retain ownership of the products delivered until full payment of the price, payment being understood to mean the effective collection of this price and not the delivery of a bill of exchange or a security creating an obligation to pay.
For the entire duration of the retention of title, the Customer as custodian of the goods shall be liable for any damage or loss occurring after delivery. Likewise, he shall be liable for any poor condition of preservation making the product unfit for any use. The Customer shall bear all costs and/or damages relating to the return of the products.
8. Force majeure
The case of force majeure releases TECHNISEM from all liability for delivery, compensation or replacement of the Products. Any external, irresistible, unforeseeable event beyond TECHNISEM’s control is considered a case of force majeure, for example, but not limited to: acts of war, weather events, accidents in all companies involved in the production and distribution of seeds, atmospheric disturbances and cultivation accidents resulting in changes in the quantity of the Products sold.
TECHNISEM shall immediately inform the other party of its inability to execute the order and shall justify to the latter its inability to do so. The suspension of obligations may under no circumstances be a cause for liability for non-performance of the obligation in question, nor induce the payment of damages or late penalties.
The performance of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed a period of 60 days. Consequently, as soon as the cause for the suspension of their mutual obligations disappears, the Parties shall make every effort to resume the normal performance of their contractual obligations as soon as possible. To this end, the Party prevented from doing so shall notify the other Party of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is definitive or exceeds a period of 60 days, the present contract will be purely and simply resolved according to the terms and conditions defined between the Parties.
9. Intellectual Property
TECHNISEM owns or has the right to exercise intellectual property rights over seeds, including, without limitation, trademark, plant variety protection, patent rights and know-how.
The use of the TECHNISEM brand and/or its logo by the Customer, on all types of media, shall always be subject to the prior written consent of TECHNISEM. The Customer also undertakes to inform TECHNISEM of any infringement of its intellectual property rights of which it is aware, and to cooperate fully to defend TECHNISEM’s rights against any such infringement.
Varieties marketed by TECHNISEM must be sold and resold under the original variety denomination. In accordance with the law n° 64-1360 of December 31, 1964 on trademarks, the Customer who intends to repackage seeds delivered in bulk, may not do so under the TECHNISEM trademark, unless with the prior agreement of the latter, which would result in a total discharge of responsibility for TECHNISEM.
All seeds are delivered for the production of horticultural or agricultural crops. Their use for seed multiplication is strictly prohibited.
10. Insurance
TECHNISEM has taken out an insurance policy covering its professional civil liability and the various risks likely to engage its liability. TECHNISEM will only insure loss and damage during transport at the written request of the Customer.
11. Languages – Applicable law – Arbitration
If the present general conditions are translated into one or more languages, only the version written in French will prevail in the event of difficulty of interpretation.
The present general conditions are subject to the ” RULES AND USES OF THE INTERNATIONAL SEED FEDERATION FOR THE TRADE IN SEEDS FOR SOWING PURPOSES “.
The parties will endeavour to settle amicably any disputes to which these general terms and conditions may give rise, in particular with regard to their validity, interpretation and execution.
Any dispute arising in connection with these general conditions, their interpretation, execution or resolution will be resolved by arbitration under the aegis of the French Seed Union in accordance with the “ISF Rules and Uses for the Trade in Seeds for Sowing Purposes” (ISF Rules and Uses for the Trade in Seeds for Sowing Purposes).
In the event that any of the provisions of these general terms and conditions of sale are deemed or declared, by a court decision, illegal or unwritten, the other provisions of these General Terms and Conditions of sale will remain in full force.
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