These terms and conditions are applicable to all offers and agreements between Harmoniz Ltd. or any of our Affiliates (“us”, “we”, “our”) and buyers of our seeds (“you”, “your”), to which we have declared these terms and conditions applicable, unless and insofar as expressly otherwise agreed in writing, to the exclusion of your general terms and conditions. “Affiliate” means, with respect to any specified person or entity, any other person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person or entity, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise. 

1.1. You are solely responsible to determine whether our seeds are suitable to be used for the intended cultivations and under the local conditions.

1.2. You are prohibited from using the seeds delivered for further production and/or reproduction of propagating material.

1.3. You are not allowed to provide the seeds or any other material of a variety in whatever form to third parties. You are, however permitted to provide the seeds to a plant raiser provided you impose enforceable contractual obligations on that plant raiser as follows:

• the plant raiser only uses the seeds to grow young plants for you;
• the plant raiser delivers all the remaining seeds and all young plants that were grown out of the seeds to you.
• without derogating from the generality of the foregoing, the plant raiser is also prohibited from using the seeds or any other materials that originated from us for any research, breeding, taking cuttings, molecular or genetic analysis, crop, seed (re)production, propagation and/or multiplication or for any other purpose other than commercial production or cultivation, as agreed between us and you in advance.

1.4. You shall not use or cause or permit the use of the seeds or products 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, as specifically agreed in writing between us.

2.1. Offers we make are non-binding (unless explicitly communicated differently in writing). A non-binding offer can be revoked by us within three working days from receipt of the acceptance by you.

2.2. Prices quoted in an offer are exclusive of taxes, unless explicitly specified otherwise by us in writing. Prices are given in Euro or US dollars, based on EX WORKS, Incoterms 2020, unless otherwise agreed in writing. All taxes, duties or levies imposed by any governmental authority, including, without limitation, value-added tax, sales tax, and any other taxes or similar charges applicable to the purchase and sale of the seeds or products under these terms and conditions (with the exception of taxes on our income), shall be borne and paid by you.

2.3. All given weights and numbers are net weights and numbers.

2.4. We reserve the right to adjust our prices periodically. Any new price quotation supersedes the former quotation with respect to orders placed after the date of the new quotation.

3.1. If in an order the required quantity differs from our standard packing unit or its multiple, we will be free to supply the next higher quantity.

3.2. Orders with a total amount of less than Euro 500 may not be honored.

3.3. When placing your order, or at our first request, you must specify in writing what information, specifications and documents are required pursuant to the regulations of the country in which the delivery is being made, such as those relating to invoicing, phytosanitary requirements, international certificates and other import documents or import statements.

3.4. At any stage, we may request import documents and/or import statements, including updated or revised versions of such documents, and you shall provide this to us without delay.

3.5. Delivery will take place ex works at the local Harmoniz location, or if not applicable (as determined solely by us), at our head office in Israel, unless otherwise agreed in writing.

3.6. If you request that we handle transportation and we accept such request, transportation will be executed in such a manner as deemed best by us. Without derogating from your responsibility to pay any of our agreed fees for such transportation, any extra costs that we incur as a result of special demands made by you concerning transportation will be charged to you in advance.

3.7. You are not allowed to return seeds to us without our prior written permission. The costs of any return shipments shall be borne by you.

3.8. We are allowed to effect partial deliveries of the seeds. In the event of partial deliveries, we are entitled to invoice each delivery separately.

4.1. The seeds delivered by us and/or the products originating from the delivered seeds remain our property until you have paid for them in full. In case of non-payment we are entitled to recall the seeds and/or products from you, and you hereby agree to cooperate fully with such recall. You shall not have the right to claim any means of compensation. The retention of title is also extended to claims we might make against you on account of failure to meet one or more of your obligations towards us.

4.2. Without derogating from any conditions agreed between us, the seeds delivered by us and/or the products originating from the delivered seeds to which the retention of title pursuant to paragraph 1 of this Section ‎4 applies:

• a) shall at all times be stored and/or used in such a way that the seeds and/or products can be easily identified as the our property, and
• b) may only be used or sold for normal operational purposes. In the event of resale, you shall stipulate a retention of title for our benefit. You shall furthermore impose on a buying party the obligations as stipulated in this section ‎4.

4.3. You are not permitted to pledge the seeds to which the retention of title pursuant to this Section ‎4 applies or to allow any other claim on them.

5.1. Payment is due within 30 days from invoice date or as indicated otherwise by us, by direct wire transfer to our bank account (details to be provided). If you exceed this term you will automatically be in default and owe us interest on the overdue amount at the rate of 1% per month as of the moment the default commences. In the event of a default regarding any payment we reserve the right to stop further deliveries to you.

5.2. In the event of liquidation or bankruptcy of or suspension of payment by you, payments fall due immediately and we are authorized to suspend or cancel any agreement with you, without prejudice to our right to seek compensation or any other legal remedy.

5.3. If partial payments were agreed upon and you default on one term, the full remaining amount will fall due immediately and without further notice. The interest as mentioned in paragraph 1 of this section ‎5 will be applicable accordingly.

5.4. All bank charges shall be your obligation and be payable by you.

5.5. If you default on one or more of your obligations, then all costs of debt collection, out of court or in court, shall be your obligation and payable by you.

6.1. We hereby guarantee that the seeds to be delivered by us conform to the best of our knowledge to the accompanying descriptions concerning those seeds. No guarantees apply to the product specifications, if any.

6.2. No direct relation may be assumed between the data as provided and the result obtained by you. You hereby expressly acknowledge that the result obtained by you, including but not limited to the occurrence of diseases and pests which were not detected by us on or in the delivered seeds at the time of the execution of the tests, depends, amongst other things, on the location, cultivation measures and the manner of cultivation, for example the sowing medium used, soil conditions and/or the climatic circumstances.

6.3. Any and all guarantees, if any, on our part lapse if you carry out processes on the seeds or cause processes to be carried out on them, repackage the seeds or cause them to be repackaged, or use and/or store the seeds incorrectly or cause them to be used/or stored incorrectly. If no special storage conditions are specified, seeds are to be stored in cool and dry places (Temperature below 18c° and Relative Humidity (RH) below 30%), and shall be handled with the necessary care to avoid damage.

6.4. We do not guarantee in any way that the use, sale, transfer, production or any other possible act involving the delivered seeds and/or the use sale, transfer, production or any other possible act involving the seeds arising from the delivered seeds does not infringe on any intellectual property rights or other rights of third parties.

6.5. You explicitly acknowledge that the seeds delivered by us are not intended for food, feed, or sprouting purposes and should not be used for such purposes without proper authorization and compliance with applicable laws and regulations.

6.6. Without derogating from anything herein, failure of the seeds and/or products to germinate or resist disease or a reduction in crop yield and quality may occur as a result of multiple factors beyond our control, including but not limited to, environmental and agronomic factors. The seed and/or products at times carry seed-borne diseases or have lower resistance which may not be apparent to us or you. In addition, inclusion of resistance traits in newly developed seeds and/or products may have other growth impacts including but not limited to growth disorders and hypersensitive reactions to environmental conditions. Without derogating, we make no representation that; (i) the seeds or product are free from seed-borne diseases whether previously known to exist or not identified until the seeds or products are grown, (ii) the seed or product have resistance to known or unknown mutations of a disease, or (iii) the crops grown from the seed or products will not react adversely to particular environmental conditions. You are solely responsible for your decision to purchase the seeds or products. All risks of non-performance, reduced performance and/or crop damage due to these factors shall be assumed by you

6.7. WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SEEDS AND/OR THE PRODUCTS, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM SEED-BORNE DISEASES, RESISTANCE TO DISEASE OR ANY OTHER MATTER.

7.1. In case the seeds, at your request, are being treated by us or on our behalf, we shall be liable solely as agreed by us separately in writing with respect to such seeds.

7.2. If we can nevertheless be held liable for any damages resulting from a treatment, performed at your request, our liability shall be limited to the replacement of the seeds or crediting the invoice related to the concerned seeds (to be chosen at our sole discretion). All data concerning the seeds are based on tests executed prior to the requested treatment.

8.1. You shall examine the seed bags, on, or as soon as possible after delivery and shall inform us within seven (7) days of delivery in case the incorrect seeds have been delivered and/or if the delivery did not contain the agreed quantity, on the condition that the seed bags/packaging has not been opened. Once the seed bags/packaging has not been opened, no complaints under this section 8.1 may be made.

8.2. Complaints concerning defects which are visible or noticeable through superficial human-only visual examination of the seeds, must be reported to us in writing within seven (7) days of the date of delivery of the seeds to you, on the condition that the seed bags/packaging has not been opened. Once the seed bags/packaging has not been opened, no complaints under this section 8.2 may be made.

8.3. Complaints concerning alleged or actual non-apparent or hidden defects to the seeds, must be reported to us in writing within eight days of the date on which such alleged or actual defect concerned was or could reasonably have been discovered by you. Complaints shall be set out in such a manner that we or a third party can verify them. The batch, delivery and invoice details shall be specified. You should also indicate under which circumstances the seeds have been used and, in case of resale, to whom the seeds have been resold. In the event that a complaint is not reported to us in writing within the stated period, we shall disregard such complaint and you will lose any and all rights to obtain any form of recovery, including damages.

8.4. In case of a dispute between the parties about germination, trueness to type, varietal purity, technical purity or health, an assessment may be performed at the request of either of us by the Official Seed Testing Laboratory (ISTA station), in Rishon LeTsiyon, Israel, or by another objective and independent body as agreed upon by the parties, at the expense of the non-prevailing party. The sample for this assessment will be taken from us (Harmoniz). In case of a dispute about health, the parties agree to the application of ISHI (International Seed Health Initiative) accepted methods. The outcome of the assessment will be binding on both parties, notwithstanding the right of the parties concerned to submit any dispute for resolution pursuant to Section ‎14.3.

8.5. Complaints concerning an invoice of ours must be submitted to us in writing within fourteen (14) days of the date of invoice. Submitting a complaint does not give you any right to suspend payment of the concerned invoice.

9.1. In the event that, in our opinion, a complaint by you is justified, we shall, to the extent possible and at our sole discretion and costs, either make seed the damage or replace the seeds with non-defective seeds. You shall in that event fully co-operate with us. You are obligated to mitigate and minimize the damages regarding the delivered seeds for which you filed a complaint to us.

9.2. We shall not be liable for damage suffered by you that is caused by or otherwise related to defective seeds, including their packaging, unless such damage is the result of intentional misconduct or gross negligence on our part.

9.3. If we are liable for any damage incurred by you, pursuant to Section ‎9.2‎, our liability shall never exceed the net purchase price excluding VAT of the seeds concerned, as charged to you by invoice. We shall in any event not be liable for any indirect damage suffered by you such as (but not limited to) consequential damage, trading loss, or loss of profits.

9.4. In any event we shall not be liable for damage caused by an alleged or actual delay in the delivery of the seeds.

9.5. Any potential or actual claim based on these general terms and conditions shall expire if such claim has not been received by us in writing within one (1) year of the delivery of the seeds as set forth in these terms and conditions.

10.1. You hereby undertake to take out adequate insurance against all possible claims and liabilities emanating from the indemnity given in Section ‎10.1. Upon request, the insurance documentation and related correspondence shall be submitted to us for our approval.

11.1. Force majeure is deemed to mean circumstances beyond our control hampering or blocking the fulfilment of the agreement. This will include amongst others, if and insofar as such circumstances unreasonably hamper or block the fulfilment of the agreement: naturel disasters, epidemics and pandemics, government actions, war or terrorism, acts of God, strikes in other companies than ours, wild strikes or political strikes in our company, machine breakdowns, destruction and other stagnations in our company or in our affiliated companies, general shortages of required raw material and/or other materials necessary for the fulfilment of the agreement, unforeseeable stagnation at suppliers and/or other third parties that the seller depends upon, and general transport problems.

11.2. In the event of force majeure conditions occurring, we will inform you as soon as possible.

11.3. In case a force majeure condition exists for longer than two months which prevents completion of an order, both parties will be entitled to terminate the order, without liability.

11.4. In case of force majeure, we will not be obliged to provide any compensation.

12.1. We are the sole owner of any and all rights, title and/or interest in any intellectual property associated with the seeds and/or products, and any goodwill associated with any of the foregoing, and you disclaim any such rights, title or interest.

12.2. Unless otherwise agreed in writing, you may not use for advertising, production, or any other commercial purposes, nor register or cause to be registered, trademarks, logos or other signs used by us or any of our affiliates to distinguish our seeds from those of other enterprises, and you may not use trademarks, logos or other signs resembling them. This does not apply to the trading of the seeds in their original packaging material which we have, or have had, provided with trademarks, logos or other signs, provided that it was agreed by the parties that such seeds would be resold by you in their original packaging.

These terms and conditions may be amended by us from time to time at our own discretion, without giving prior written notice to you. We shall use our best efforts to publish the latest version of these terms and conditions on our website(s) and a copy of the latest version of these terms and conditions can be requested from us at any time.

14.1. If a provision of these general terms and conditions is invalid, that provision will automatically be replaced by a valid provision that corresponds as closely as possible to the intention of the invalid provision.

14.2. In that case the other provisions of the general terms and conditions will remain fully valid insofar as possible.

14.3. All agreements between the parties are subject to the law of the State of Israel, without regard to its conflict of law principles. The “United Nations Convention on the International Sales of Seeds” will not apply.

14.4. In the event of any disputes emanating from offers and agreements to which these terms and conditions apply, or being connected therewith, the parties will resolve such disputes in a friendly way. Should this not be possible or fail to occur, the dispute, unless the parties agree to arbitration, will be settled by a court of law in the State of Israel.

14.5. All notices, offers, approvals and/or other communications to be given in writing, referred to in these terms and conditions, may also be given electronically (i.e. by e-mail). 14.6. There are no third party beneficiaries to these terms and conditions.

General Terms and Conditions of Sale and Delivery of Harmoniz Ltd