1.1. THESE TERMS & CONDITIONS (“Terms”) apply from the version date set out above to seed varieties (“Trial Seed”) offered by SYNGENTA UK LIMITED, Company No. 849037, registered office CPC4, Capital Park, Fulbourn, Cambridge CB21 5XE (“Syngenta”, “we”, “us”) for UK trials purposes.
1.2. “You” means the company or organisation (legal entity) which has submitted an order for Trial Seed.
1.3. Syngenta’s Trial Seed offer is not available to farm businesses or to anyone ordering from outside the UK.
1.4. If treated seed is ordered, we will endeavour to supply seed treated with a fungicide seed treatment of our choice which is approved for use in the UK at the time of treating. However, we reserve the right, at our discretion, to supply all Trial Seed as either treated or untreated seed, irrespective of what was specified in the order.
1.5. Trial Seed is offered for delivery and use within the UK only. The maximum permitted order is 50kg per variety with a maximum pack size of 25kg. All orders are subject to availability and payment of the following charges and delivery costs:
COST
DELIVERY (UK only)
National / Variety Listed
£2.25/kg
£35.00 plus VAT per delivery
Not National / Variety Listed
0
1.6. A contract between You and Syngenta for supply of Trial Seed will only be formed upon dispatch. Communications indicating an order is being processed or fulfilled are not a confirmation of dispatch and do not constitute our acceptance of your order.
1.7. If we are unable to accept your order (whether in whole or in part), we will inform you as soon as possible. You cannot cancel your order after we have dispatched it.
1.8. We will endeavour to dispatch within 7 working days of acceptance but offer guarantee of delivery timelines.Syngenta’s liability for non-delivery shall be limited to replacing the Trial Seed within a reasonable time or issuing a credit note against any invoice raised.
1.9. Trial Seed is at Your risk from delivery to the address specified in the order.
2. LIMITATIONS ON USE OF TRIAL SEED
2.1. The following conditions apply to use of Trial Seed:
(i) Trial Seed shall only be used for the limited purpose of carrying out tests or trials within the UK during cropping season in which the Trial Seed is dispatched to You (“Trial Season”);
(ii) Trial seed shall not be used for multiplication or breeding activities (including hybridisation and mutagenesis); Please contact Syngenta for details of our crossing agreements if You wish to do such activities;
(iii) Trial Seed and any progeny, seed or other material derived therefrom shall not be subject to detailed analysis of any kind including, without limitation, molecular or genetic characterisation;
(iv) On request, You will promptly provide Syngenta with a complete copy of all results from tests or trials carried out using the Trial Seed and hereby grant Syngenta a royalty-free, worldwide, perpetual, irrevocable, non-exclusive licence to use such results for commercial purposes;
(v) You may not transfer or allow access to Trial Seed, whether in whole or in part, to any third party other than contractors acting on your behalf unless you have first obtained Syngenta’s written consent;
(vi) You shall ensure that persons to whom you have transferred or allowed to access Trial Seed (whether in breach of these Terms or otherwise) are subject to the same restrictions on use as are set out in these Terms; and any breach by such persons will be considered a breach by You;
(vii) All material produced directly or indirectly from the Trial Seed shall be subject to the following restrictions. Promptly upon completion of the tests or trials and, in any event, before the end of the Trial Season (as defined in section 2.1(i)), You agree to either: (i) safely destroy it at Your own cost; or (ii) transfer or sell it to a third party under conditions (which you agree to enforce) that it may not be used for sowing;
(viii) You shall comply with the restrictions and limitations imposed on Trial Seed by the UPOV Convention and its national implementations (which are hereby incorporated by reference) and UK laws on plant breeders' rights. You shall also comply with the following obligations:
a) If the You find a mutant in the Trial Seed, You shall notify Syngenta immediately in writing and shall, upon request, immediately make available (without charge) samples and materials of the mutant for testing and other purposes, provided such requests are made by Syngenta within a period of two (2) years from receipt of Your notification of detection of the mutant;
b) You undertake to cooperate fully, as desired by Syngenta, including cooperating with the collection of evidence, in the event that Syngenta is engaged in legal proceedings with regard to plant breeder's rights or other intellectual property rights in relation to Trial Seed or mutants therein.
(ix) All varieties of seed currently sold by Syngenta and its affiliates in Europe, Africa and the Middle East have been created using traditional breeding methods without using genetic modification techniques leading to genetically modified organisms as defined in Directive 2001/18/EC on the deliberate release into the environment of genetically modified organisms. The methods used in the development and maintenance of those varieties are designed to achieve high purity standards and to avoid the presence of off-types or genetically modified organisms. Seed production has been carried out in accordance with existing requirements related to marketing of varieties and seed production rules including specified isolation distances. You acknowledge that, although unlikely, the risk of adventitious presence of genetically modified organisms cannot be totally excluded.
3. LIMITED WARRANTY AND EXCLUSIONS OF LIABILITY
3.1.We warrant that, at the time of dispatch, the Trial Seed will comply with our specification for the relevant variety/ies.
3.2. Syngenta shall not be liable for a breach of the warranty in section 3.1 unless:
(i) In the case of visible defects: You give us written notice of the damage or defect within 5 days of delivery. If You do not so notify us, You shall be deemed to have accepted the Trial Seed; or
(ii) In the case of non-visible defects (for example, moisture content, specific purity, germination rate, trueness to type): You give us written notice of the damage or defect within 5 days of the date of discovery of such damage or defect, but in any event no more than one year from the date of delivery.
3.3. If the Trial Seed is in breach of the warranty in section 3.1, Syngenta shall, at its option, replace the Trial Seed or refund the amounts paid. Upon request, you agree (at Syngenta’s expense) return Trial Seed which is damaged or defective.
3.4. Subject to section 4, if we comply with section 3.3, we shall have no further liability for a breach of the warranty in section 3.1.
3.5. These Terms apply to any replacement Trial Seed which we supply under section 3.3.
4. EXCLUSIONS AND LIMITATIONS OF LIABILITY
4.1.All warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from these Terms.
4.2. Nothing in these Terms excludes or limits Syngenta’s liability for:
(i) Death or personal injury caused by negligence;
(ii) Fraud or fraudulent misrepresentation;
(iii) Any liability which cannot legally be excluded or limited.
4.3. Subject to section 4.2, Syngenta shall not be liable to You for any of the following (whether direct or indirect):
(i) loss of profit;
(ii) loss of business;
(iii) loss of business opportunity;
(iv) loss of revenue; or
(v) depletion of goodwill howsoever caused (including without limitation caused by the negligence of Syngenta or its employees, agents or sub-contractors),
which arises out of or in connection with these Terms.
5. TERM and TERMINATION
5.1. These Terms shall apply to Trial Seed from the date of our order acceptance until expiry of the Trial Season (as defined in section 2.1(i)).
5.2. Without affecting any other right or remedy available to it, Syngenta may terminate these Terms with immediate effect by giving written notice to You if You commit a material breach of these Terms which is irremediable or, if such breach is remediable, You fail to remedy that breach within a period of 10 working days after being notified to do so.
5.3. On expiry or termination of these Terms for any reason, sections 2, 3, 4, 6 and 7 will continue in force.
6. GENERAL PROVISIONS
6.1.You may not assign, subcontract or encumber any right or obligation under these Terms, in whole or in part, without Syngenta’s prior written consent.
6.2. No variation of these Terms will be effective unless done in writing and signed by Syngenta.
6.3. We may update these Terms from time to time. The version date applicable at the date of placement of Your order will apply.
6.4. These Terms constitute the entire agreement between Syngenta and You relating to the Trial Seed and supersede and extinguish all previous agreements, whether written or oral, relating thereto.
6.5. No one other than a party to these Terms will have any right to enforce any of its terms.
6.6. No failure, delay or omission by Syngenta in exercising any right, power or remedy provided by law or under these Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy.
6.7. You shall have no remedies in respect of any representation or warranty that is not expressly set out in these Terms, except in the case of fraudulent misrepresentation.
6.8. The parties shall comply with all applicable data protection laws. Each party shall process personal data only to the extent relevant and necessary in relation to these Terms and obligations under applicable law. Syngenta’s privacy notice is at available at https://www.syngenta.co.uk/ .
7. LAW AND JURISDICTION
7.1. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
