Terms & Conditions of Sale

ACCEPTANCE OF TERMS

These terms and conditions shall govern orders for Goods placed with Seller. Purchaser acknowledges that these terms and conditions and Seller’s proposal, if any, constitute the entire agreement between Seller and Purchaser and supersede any prior agreements and representations. Any prior or contemporaneous promises, agreements, negotiations or representations whether oral or written or created the custom, usage or course of dealing are also superseded by these terms and conditions. No modification of these terms and conditions shall be effective unless in writing signed by Seller. Placement of the order shall constitute Purchaser’s acceptance of these terms and conditions. All orders are subject to acceptance by Seller at our corporate office. Any different or additional terms in any documents from Purchaser are objected to and rejected, are deemed to materially alter these terms, and will not become part of any contract between Seller and Purchaser.

PRICING

Prices and availability are subject to change without notice. Although Seller tries to assure accuracy, it shall not be held responsible for typographical or other errors in the price list. Purchaser’s price is determined by referring to the product price and deducting any discount for which Purchaser may qualify. Please contact your sales representative for more information.

VOLUME DISCOUNT

USD Dollar Amount		Customer Discount
$10,000 - $24,999		10%
$25,000 - $99,999		15%
$100,000 - $249,999		22%
$250,000 - $599,999		25%
$600,000 – 1,999,999		27%
$2,000,000 - $8,999,999		30%
Greater than $9,000,000		33%

Earned volume discount is calculated on purchased from Jan 1 through Dec 31 of prior year.

TERMS

All payments must be received before Goods are shipped unless otherwise agreed to in writing by Seller. Payment terms can be seen on your Order Confirmation or at the appropriate Terms & Conditions page at panamseed.com for North American, European and International credit-approved customers. A 2% per month finance charge (24% annual rate) will be added to all past due balances at the end of each month. Seller has no obligation to ship any Goods until payment in full is received. PanAmerican Seed Company is a division of Ball Horticultural Company, an Illinois corporation in the USA. PanAmerican Seed Europe B.V. is a Dutch company owned 100% by Ball Horticultural B.V., which is 100% owned by Ball Horticultural Company.

MINIMUM ORDERS

The minimum quantity listed in the price list for each variety is the minimum order for that variety. Seller reserves the right to fill orders using pre-packaged inventory when available. Bulk quantities of items within a series cannot be combined to reach the minimum amount. Special packaging requests can be for any quantity as long as the minimum bulk requirement is met.

ORDER CHANGES

While order changes can be accommodated, there could be an impact to the delivery date. Pease contact your customer service representative to discuss the implications of any order changes prior to submission.

FREIGHT & HANDLING CHARGES, INSPECTION, DAMAGED GOODS

(a) The freight and handling charge on Purchaser’s invoice covers shipment of the Goods to Purchaser’s destination. Seller will pay to return damaged goods, for replacement Goods or provide Purchaser with a credit for damaged Goods if the steps listed in Section (b) below are followed. PURCHASER WILL NOT REFUSE TO RETURN DAMAGED OR DEFECTIVE GOODS, OR THE RIGHT TO FILE A CLAIM IS LOST AND PURCHASER WILL STILL BE LIABLE FOR THE MATERIAL AND THE FREIGHT.

(b) When Purchaser receives shipment, it shall immediately:

1) count all cartons; 2) inspect all cartons for external damage; 3) check for open or resealed cartons; 4) note any damages, shortages, open or resealed cartons on the delivery receipt; the carrier’s representative must also sign the receipt; and 5) open all boxes immediately and inspect for damage, including, but not limited to, material shortages. PURCHASER MUST NOTIFY SELLER WITHIN TWO (2) BUSINESS DAYS IF A SHIPMENT IS DAMAGED by calling its Customer Service Representative to report the damage and receive details on what is needed to file a claim. The Goods shall be deemed accepted by the Purchaser on the earlier of (a) notice of acceptance to Seller, or (b) ten (10) days after delivery. Any claims for shortage, non-delivery, damage or defect which would reasonably be discoverable in the course of such inspection shall be waived unless Purchaser notifies Seller in writing within ten (10) days after delivery of the goods to which the claim relates.

PACKAGING FEES

All orders will be filled in bulk and/or predetermined packet sizes unless special packaging instructions are given. Special packaging requests must be at or above the Minimum Order requirements. If special packaging is requested, a packaging fee will apply, $1.50 USD / €1.40 EUR and additional time may be required to complete the order. Purchaser shall contact Customer Service if it requires additional details.

CUSTOM SEED TREATMENTS

If a custom treatment is requested, a $75 USD / €70 EUR fee per batch will apply and additional time may be needed to complete the order.

PHYTOSANITARY CERTIFICATES CHARGE

Depending on the Goods ordered by Purchaser, and the location of the Purchaser, Phytosanitary Certificates may be required to comply with government regulations. If the shipment requires Phytosanitary Certificates, an additional cost will be charged ($110 USD / €100 EUR per document).

DELIVERY DATES

Please indicate the required ship date when the order is being placed. No orders can be accepted without a requested ship date. All shipping and delivery dates provided by the Seller are approximate.

DELAYS, SHORTAGES & SUBSTITUTIONS

Seller shall not be responsible for delays in delivery or for losses resulting from such delays. Seller reserves the right to make partial shipment. Seller will not be liable for any delay in performing or for partial or complete failure to perform hereunder if such delay or failure is due to fire, explosion, flood, Act of God, force majeure, accident, war, intervention of governmental authorities, strikes, labor disputes, material shortages, transportation delays, any act or omission of Purchaser, its agents or employees or any party retained by, through or under the control of Purchaser, or any other cause similar or dissimilar which is beyond Seller’s reasonable control.

INSURANCE

Seller does not insure shipments via Air Mail, but insures all other shipments in transit, in commercially reasonable amounts.

SHIPPING

Any shipment outside of the United States will be charged normal carrier rates.

RETURNS

No Goods may be returned without first obtaining written authorization. Authorized returns will only be considered if they are in original, unopened Seller packages. Custom mixes are not returnable. All returns are subject to a 15% service charge. No credit or replacement will be given for Goods returned after nine (9) months from the ship date. Upon receiving authorization, returns can be shipped to:

PanAmerican Seed
Attn: Returns
622 Town Road
West Chicago, Illinois USA 60185-2698

SEED COUNT

All seed counts given are approximate quantities due to variation based on a lot by lot comparison. Seed counts may also vary widely between colors and series.

NOTICE REGARDING SEED-BORNE DISEASES

Seller makes no representation regarding the freedom from seed-borne diseases of the seed sold and disclaims any liability relating to such diseases, whether previously known to exist or not identified until such seed is grown.

ADDITIONAL TESTING

PanAmerican Seed will pay for all seed health testing, including the required seed needed for testing, when each line order meets the sales threshold. Thresholds vary depending on the crop and testing requirements. Seed health testing for orders below these minimums are billed at cost, including the seed needed for testing, to the customer. Please contact your representative for specific levels and costs.

RESERVATION OF OWNERSHIP

In the event of bankruptcy, products delivered by the Seller remain the property of Seller until the Purchaser has paid the purchase price amount. This reservation of ownership is also extended to claims that Seller may obtain towards Purchaser on account of the Purchaser’s failure to meet their obligations to Sale.

LIMITATION OF WARRANTY

Seller warrants, to the extent required by law, that Goods conform to the description appearing in Seller’s catalog and on container labels, within recognized tolerances. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATION OF REMEDY

PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE REFUND OF THE PURCHASE PRICE. SELLER’S LIABILITY, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE AMOUNT OF THE PURCHASE PRICE. PURCHASER AGREES THAT IN NO EVENT, REGARDLESS OF THE FORM OF LEGAL ACTION OR THE THEORY OF RECOVERY, WILL SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES.

USE RESTRICTION

Merchandise is not intended for sale to large-scale commercial growers of herbs or vegetables. Use, transfer and/or acquisition of merchandise constitutes acceptance of a limited right to use the merchandise solely to grow a single crop for food, feed, processing or ornamental purposes. No other use is permitted. Any transfer of merchandise must be accompanied by this use restriction.

MANDATORY ARBITRATION

ANY CLAIM WHICH PURCHASER MAY HAVE AGAINST SELLER ARISING OUT OF OR RELATING TO THE SALE OF THE GOODS HEREUNDER MUST BE BROUGHT, IF AT ALL, WITHIN TWELVE (12) MONTHS OF THE DELIVERY OF THE GOODS WHICH ARE THE SUBJECT OF THE CLAIM AND SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, SAID ARBITRATION TO BE VENUED IN COOK OR DUPAGE COUNTIES, ILLINOIS.

GOVERNING LAW, JURISDICTION & VENUE

The laws of the State of Illinois, including but not limited to the Uniform Commercial Code as adopted therein, shall govern all matters arising out of or relating to Seller’s sale of merchandise. ANY DISPUTE NOT SUBJECT TO ARBITRATION AND ANY ACTION TO ENFORCE AN ARBITRATION AWARD ARISING OUT OF OR RELATING TO THE SALE OF MERCHANDISE HEREUNDER SHALL BE MAINTAINED IN THE STATE OR FEDERAL COURTS LOCATED IN DUPAGE OR COOK COUNTIES, ILLINOIS, AND PURCHASER SUBMITS TO THE JURISDICTION OF AND VENUE IN SAID COURTS.

INDEMNITY

By accepting the Goods, Purchaser agrees to indemnify, defend and hold harmless Seller, its affiliates, successors and assigns from and against any claim or liabilities, claims, demands, damages, losses and expense (including attorney’s fees) asserted by any or all transferees of such Goods or users of the products of such Goods (i) arising from any act or omission of Customer or its employees or agents, or (ii) who were not notified by Purchaser in writing of Limitation of Warranty, Limitation of Remedy, Mandatory Arbitration, Governing Law, Jurisdiction and Venue, and Notice Regarding Seed-Borne Diseases, in language substantially equivalent to that contained in these Terms and Conditions of Sale.

TRADEMARKS

Trademarks are and shall remain the property of Ball Horticultural Company, unless otherwise indicated. Nothing herein shall grant Purchaser a license to use any such trademark.

SALE LIMITATIONS

EXPORT CONTROL. PANAMERCIAN SEED PRODUCTS ARE NOT AVAILABLE FOR SALE IN AND MAY NOT BE RESOLD INTO AUSTRALIA, NEW ZEALAND, KOREA, BRAZIL AND SOUTH AFRICA. THE COMPANY’S PRODUCTS MAY NOT BE SOLD, DIVERTED, TRANSFERRED OR RE-EXPORTED, DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL, ENTITY, OR DESTINATION THAT IS SUBJECT TO UNITED STATES OR UNITED NATIONS SANCTIONS PROGRAMS OR EMBARGOES (INCLUDING, BUT NOT LIMITED TO, OFAC SANCTIONS PROGRAMS AND THOSE LISTED ON OFAC’S “SPECIALLY DESIGNATED NATIONALS” LIST) WITHOUT AN APPROPRIATE EXPORT LICENSE.

FOREIGN CORRUPT PRACTICES

ACT. EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT IT WILL TAKE NO ACTION IN RELATION TO THIS TRANSACTION THAT WOULD BE IN VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF ANY COUNTRY AND THE UNITED STATES OF AMERICA. NO PAYMENTS OF MONEY OR ANYTHING OF VALUE WILL BE OFFERED, PROMISED OR PAID, DIRECTLY OR INDIRECTLY, TO ANY OFFICIALS TO INFLUENCE THE ACTS OF SUCH OFFICIALS TO INDUCE THEM TO USE THEIR INFLUENCE WITH A GOVERNMENT OR AN INSTRUMENTALITY THEREOF, OR TO OBTAIN AN IMPROPER ADVANTAGE.

IMAGES

High and low-resolution digital images are available upon request. Please contact
photolibrary@ballhort.com or Fax: +1 (0) 630 562-7887.
Copyright images from Ball Horticultural Company may be reproduced only in connection with the marketing of Ball Horticultural Company products. The correct marketing name as listed on images provided must be used in connection with any reproductions. Images may not be licensed or resold. Any unauthorized use is prohibited.