General Terms
of Sales and Delivery




K. SAHIN, Zaden B.V., established in Alphen aan den Rijn, The Netherlands


All our transactions shall be subject to our Terms and Conditions of Delivery as deposited with the Chamber of Commerce in Leiden under number B.1798
General
1.1 The present General Terms and Conditions of Sale and Delivery shall be applicable to all offers and sales made by seller K. SAHIN, Zaden B.V., hereinafter to be referred to as SAHIN. Buyer means the person who accepts a quotation of SAHIN or whose order for the goods is accepted by SAHIN.

1.2 Deviation from the clauses only apply if parties have agreed upon this in writing and only explicitly for the agreement for which they have been drawn up. In all other respects the present general conditions continue in full force.

1.3 The general conditions of the other party are only effective if, and in so far as they are not in consistent with the present general conditions. When there is doubt regarding the question whether such an inconsistency is present, the two parties involved should reach an agreement on any adjustment required.

1.4 The terms 'goods' or 'seeds' as used below shall mean not only seeds, but also plants, parts of plants and any other form of genetic material of flower and vegetable seed varieties.

Offers and prices

2.1 All prices stated in SAHIN's price list are in EURO and are exclusive of VAT, or any other levy or tax, whatever it is named, unless it is explicitly stated otherwise in the offer.

2.2 SAHIN shall apply discount terms to be communicated to each buyer.

2.3 Offers which will be presented by SAHIN, also concerning tenders, will be valid for one month from the date the offer is made and confirmed in writing, subject to the goods being available.

2.4 Verbal promises by and arrangements with employees, representatives, agents and other intermediaries of SAHIN do not bind SAHIN unless they have been confirmed in writing by SAHIN.

2.5 All offers shall be without commitment.
If the buyer accepts the offer, SAHIN shall have the right to recall the offer within 8 working days after confirmation that the offer has been accepted.

2.6 Nothing in SAHIN's catalogue or in any document of which these conditions form part shall constitute any offer to sell and SAHIN reserves the right to refuse any offer constituted by an order or otherwise.

2.7 No variation to these conditions can be binding unless agreed in writing between the authorized representative of the buyer and SAHIN.

2.8 SAHIN reserves the right to periodically change the prices stated in the price list.
Upon the publication of a new price list the old price list shall expire automatically.
Any orders received by SAHIN after publication of a new price list shall be accepted on the basis of the prices stated in the new price list.


Placing of orders

3.1
 Customers are kindly requested, when placing orders, to use the item codes and variety names as indicated in the price list.

3.2
 No order submitted by the buyer shall be deemed to be accepted by SAHIN unless and until confirmed in writing.

3.3
 The buyer shall be responsible to SAHIN for ensuring the accuracy of the terms of any order, including applicable specifications relating to the goods within a sufficient time to enable SAHIN to perform the delivery in accordance with its terms.

3.4
 The quantity, quality and any specifications for the goods and shipment shall be those set out in the buyer's order.

3.5 If in an order the required quantity differs from SAHIN's standard packing unit or its multiple, SAHIN will be free to supply the next higher quantity.

3.6 A surcharge shall apply in the event that the required packing units are different to the standard packing units.

3.7 When placing an order, the buyer is requested to state clear shipping and forwarding instructions.
If no instructions are given, SAHIN will use best judgement in selecting the most efficient route.

3.8 The cost of pallets and returnable containers will be charged to the buyer in addition to the price of the goods but full credit will be given to the buyer provided they are returned undamaged to SAHIN, before the due payment date.

3.9 All shipments must be insured at the buyer's expense, unless otherwise instructed.

3.10 The minimum order value per item shall be EURO 25. The minimum total order value shall be EURO 100.
A surcharge of EURO 25 shall be applied to any orders of less than EURO 100.

3.11 At the buyer's request a special treatment (pelletizing, priming, coating, etc.) may be applied to the seeds.
The costs involved will be charged to the buyer, unless it has been agreed in writing beforehand. SAHIN accepts no responsibility whatsoever for the effectiveness of such treatment or any damage, direct or consequential, which may result therefrom.

3.12 No order which has been accepted by SAHIN may be cancelled by the buyer, except with the agreement in writing of SAHIN and on terms that the buyer shall indemnify SAHIN in full against all loss, costs, damages and other expenses incurred by SAHIN as a result of the cancellation.

Harvesting and processing reservation

4.1 All deliveries are subject to the customary harvesting and processing reservation. If SAHIN invokes the harvesting or processing reservation, SAHIN is not obliged to supply, but will, if possible, try to supply pro rata to the quantity ordered or equivalent alternatives.
The buyer is not entitled to damages if SAHIN invokes this reservation.

Delivery
5.1 Delivery shall be Ex Works (EXW), excluding any levy, tax or any other administrative costs, whatever it is named.

5.2 Stated delivery times cannot be considered deadlines, unless explicitly agreed otherwise.
If a deadline for delivery has not been explicitly agreed, a declaration of default must be made in writing in the event of SAHIN's failure to deliver in good time.
In that case the buyer should set us a reasonable time in which to perform the obligations.

5.3 SAHIN is permitted to deliver sold goods in parts. If the goods are delivered in parts, SAHIN has the right to invoice each part separately.

5.4 The buyer will be invoiced for the expenses of official certificates, licenses, declarations and other costs, meet the specific requirements of the buyer, unless otherwise agreed beforehand.

5.5 Return shipments by the buyer partly or in full are not accepted, unless previously written approval by SAHIN is sent to the buyer.
Returns will only be accepted within two months of shipping date if in unopened, undamaged packaging and in compliance to SAHIN's shipping instructions.

Payment
6.1 Payment shall be received by SAHIN within 30 days after the invoice date, unless it has been expressly agreed otherwise beforehand.
At the end of the period, the buyer will be in default.

6.2 If payment is made within 14 days from the invoice date, a 1% discount will be granted on the invoice amount.

6.3 In the event of late payment, an interest rate of 1% per month (12% per year) shall be charged on the outstanding invoice amount.
If partial payments are agreed upon and buyer fails in one term, the full remaining amount will fall due immediately and without further notice.

6.4 Buyers whose registered offices are located outside the Netherlands shall bear the costs involved in the transfer of funds to the Netherlands from abroad.
Bank cheques will be accepted only with a minimum value of EURO 150.

6.5 In the event of the buyer's liquidation, bankruptcy or suspension of payment of the buyer, payments fall due immediately and SAHIN is authorised to suspend or to cancel any previous agreements with buyer, without prejudice to SAHIN's right to seek compensation or any other legal remedy.

Debt collection costs
7.1 If buyer is defaulting on one or more of his obligations, all cost of the intermediation of a third party for the debt collection, out of court or in court are for buyer's account.

Retention of Title
8.1 Until the buyer has paid SAHIN's invoices in full, SAHIN reserves the ownership of all goods delivered.
The reservation of ownership is also extended to claims that SAHIN might obtain towards buyer on account of buyer's failure to meet one or more of his obligations towards SAHIN.

8.2The buyershall be permitted to sell or supply goods delivered to buyer under retention of ownership to third parties in the context of buyer business activities under the name indicated by SAHIN. In the event of resale, buyer shall reserve title.

8.3 The buyer is not permitted to pledge the goods or to create any other right with regard to the goods.

Force majeure
9.1 Force majeure means circumstances that stand in the way of fulfilling the obligation and cannot be attributed to SAHIN.
If and in so far as these circumstances make performance impossible or unreasonably complicated, they include strikes at companies other than SAHIN, unofficial strikes or political strikes at SAHIN, a general lack of the necessary raw materials and other goods or services required to render the agreed performance, unforeseeable delays at sub-suppliers or other third parties on which SAHIN is dependent, and general transport problems.

9.2 SAHIN will inform the buyer as soon as possible if SAHIN is unable to deliver or to deliver in time due to an event of force majeure.

9.3 If the event of force majeure lasts longer than two months, both parties will be entitled to dissolve the agreement. In that case SAHIN will not be required to pay any damages.

Use and Guarantees
10.1 SAHIN, or a third party on behalf of SAHIN, will always provide the buyer to the best of their knowledge and ability, with all standard cultural information, however without liability for SAHIN.

10.2 SAHIN guarantees that investigations have been carried out to the best of SAHINS abilities or in the name of SAHIN, that the performances rendered by its products will comply to the best of its ability with the relevant product specifications.
SAHIN will rely on the information given to SAHIN by a third party on products, which SAHIN has purchased from this third party.
SAHIN can never be held liable for products, which have been supplied to SAHIN by third parties.
If the goods delivered do not comply with the product specifications, the buyer will be informed. SAHIN furthermore does not guarantee that the performances rendered by the product will comply with the purpose it is used by the buyer.

10.3 If SAHIN has specified a germination capacity, it is based only on reproducible laboratory tests. No direct relationship may be assumed between the specified germination capacity and the emergence of the seed at the buyer.
This specified germination capacity merely indicates the germination capacity at the time when and in the circumstances in which the test was performed.
Emergence depends, among other things, on the location, cultivation methods and climatic conditions at the buyer's premises.

10.4 Any and all guarantees on the part of the SAHIN will lapse if the buyer processes the goods or has them processed, repackages the goods or has them repackaged, or uses the goods incorrectly.

Complaints
11.1 The buyer must inspect the goods purchased upon delivery, or as soon as possible after delivery.
In doing so, the buyer must check whether the goods delivered comply with the confirmation, i.e.: whether the correct goods have been delivered; whether the quantity of the goods delivered corresponds with the agreement, whether the goods delivered meet the agreed quality requirements or-if none were agreed-the requirements that may be stipulated for normal use and or trading purposes.

11.2 If visible defects or deficiencies are established, the buyer must inform SAHIN accordingly in writing within 5 working days after delivery, specifying the lot number, delivery note and invoice details.

11.3 The buyer must report any defects not directly apparent upon delivery to SAHIN in writing within 5 working days after discovery, specifying the lot number, delivery note and invoice details.

11.4 Complaints must be described in such a manner that SAHIN or a third party can verify them. For that purpose the buyer must also keep records with regard to the use of the goods and, in the event of resale of the goods, with regard to its buyers.
If the buyer does not file a complaint within the aforesaid period, the complaint will not be dealt with and its rights will expire.

11.5 In the event of a dispute between the parties concerning the germination capacity, trueness to type, varietal purity or physical purity, a (re)inspection may be performed at the request of either party by the Naktuinbouw, NAK-T (ISTA Station) having its registered office in Roelofarendsveen, The Netherlands, for the account of the party at fault.
The inspection will be performed on the basis of an approved sample. The outcome of this (re)inspection will be binding on both parties, without prejudice to the parties' right to submit disputes on the consequences of this outcome to the institutes referred to in Article 16.

Provision of Information
12.1 Information provided by SAHIN in any form whatsoever is without commitment.
Descriptions, recommendations and illustrations in brochures and leaflets are based as closely as possible on SAHIN's own experiences in tests and in practice. SAHIN in no event accepts any liability, however, on the basis of such information for different results in the cultivated product.
The buyer himself must determine whether the goods are suitable for his intended use and/or can be used in the local conditions.

12.2 In the information provided by SAHIN, the term 'resistant' refers to the plant's ability to prevent or impede the development of a certain disease or certain forms of that disease; the term 'tolerant' refers to the plant's ability to endure a certain disease or harmful environmental factor, with limited harmful effects on growth and production; the term 'susceptible' refers to the plant's inability to impede or prevent the growth or development of a certain disease or harmful environmental factor.

Promotional material
13.1 Photographic and other material supplied by SAHIN may be used only as support and illustration material for goods purchased from SAHIN.

13.2 SAHIN shall provide the buyer with promotional material free of charge unless it is agreed otherwise between the parties.
The promotional material shall remain the property of SAHIN and shall be returned to SAHIN by the buyer at SAHIN's request. If the buyer fails to comply with this request, SAHIN shall charge the buyer for the promotional material supplied to him.

Liability
14.1 SAHIN is not liable for any claim of damage resulting from a shortcoming in the performance rendered, except in the case of intent and/or gross negligence on the part of SAHIN and/or its employees.

14.2 The buyer is required to explicitly document any complaint in such a manner that it can be verified by SAHIN or a third party.

14.3 The buyer is required to limit as much as possible the damage with regard to the performances about which he files a complaint with SAHIN.

14.4 In the unlikely event that SAHIN should appear to have delivered a product which does not fulfil the given specifications, SAHIN will be given the opportunity, if and in so far as this will still be appropriate, to replace the delivered product by a product which does fulfil the required specifications.

14.5 If SAHIN is held liable on the basis of one or more conditions, such liability will be limited to the invoice value ex VAT of the product under claim. SAHIN will in no event be liable for any form of consequential damage.

Object of the sale; ban on multiplication; use of varietal name

15.1 The seeds shall be supplied exclusively for the cultivation of amenity horticultural products. The buyer shall be prohibited, however, from using the seeds received from SAHIN for seed multiplication.

15.2 The goods delivered by SAHIN may be sold and delivered to a third party only under the variety name indicated by SAHIN.

Applicable law
16.1 All agreements between SAHIN and the buyer and all offers of SAHIN are governed by Dutch law.
If SAHIN and the buyer do not have their registered offices in the same country, the United Nations Conventions on the International Sale of Goods (the Vienna Sales Convention) will also apply, in so far as it does not differ from these General Terms and Conditions and in so far as it does not conflict with the rules of mandatory law of The Netherlands.

Arbitration
17.1 Any dispute arising out of this agreement shall, if possible, be settled amicably and promptly by negotiation between the parties.

17.2 If not settled amicably, all disputes arising out of or in connection with this agreement shall be finally settled under Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules.

Settlement of Disputes
18.1 In the event of a dispute the parties will, however, first try to reach a solution in consultation, or otherwise by means of mediation, before the parties submit the dispute to an arbitration tribunal or to the civil court.

18.2 Unless the parties have agreed on arbitration in consultation, any disputes will be settled by the district court in The Hague, The Netherlands,unless another court is competent pursuant to the applicable mandatory rules of the law chosen in Article 16.

18.1 SAHIN will at all times have the right to summon the buyer before the court that is competent by law or pursuant to the applicable international convention.