GENERAL TERMS AND CONDITIONS OF SALE SANDE VARIETIES (Sande vvrima: )

Transcription

1 GENERAL TERMS AND CONDITIONS OF SALE SANDE VARIETIES (Sande vvrima: ) Applicability All qutatins and deliveries f Sande varieties by either party are effected slely based n these general terms and cnditins f sale. Reference t ther terms and cnditins is nt accepted, with the exceptin f regulatins and/r general terms and cnditins f intermediary agencies r agents that have brught abut the relevant cntract. Upn placing an rder, Buyer undertakes t fulfil these terms and cnditins fully and uncnditinally. The latter can nly be amended r supplemented in writing and with the specific authrisatin f Sande Hlland B.V., and as such apply nly t the relevant transactin unless smething is agreed t the cntrary. Applicable in each instance are thse terms and cnditins that are valid n the date f cnclusin f the cntract. Parties Sande B.V./Sande Hlland B.V. Sande B.V. (hereinafter: Sande) develps and wrks with new Zantedeschia varieties fr which it has applied fr r been granted Eurpean plant breeder s rights and/r a U.S. Plant Patent and/r Dutch plant breeder s rights, hereinafter referred t as the Sande varieties. Sande Hlland B.V. (hereinafter: Sande Hlland) is authrised t cnclude licenses with regard t Sande varieties. Licensee Licensee is the party that has cncluded a valid License cntract reprductin/trade Sande Hlland B.V. and/r License cntract reprductin/trade Sande B.V. with regard t Sande varieties insfar as specified n the amended list signed as apprved by parties and appended t this license cntract (r the amended list signed later n as apprved by parties) that cmprises a part f this license cntract, all f these pints under the cnditins, prvisins, stipulatins and restrictins as specified in the license cntract. Exprter/retailer/intermediary Intermediary between licensee and buyer based n which the Sande varieties are traded between licensee and buyer, hereinafter referred t as: Trader Buyer The buyer f Sande varieties via a Trader r directly frm the licensee, hereinafter referred t as: Buyer Cnditins 1.1. Trader may btain cultivatin material fr Sande varieties exclusively frm Sande Hlland, r else frm a qualified and authrised (legal) persn with whm Sande Hlland has cncluded a License cntract prpagatin and trade Sande Hlland B.V. and/r a License cntract prpagatin and trade Sande B.V Buyer may btain cultivatin material f Sande varieties exclusively frm Sande Hlland, r frm a qualified and authrised persn with whm Sande Hlland has cncluded a License cntract prpagatin and trade Sande Hlland B.V. and/r a License cntract prpagatin and trade Sande B.V. r else frm a trader as specified in article 1.1.

2 2.1. Buyer has a chice frm amngst the fllwing ptins when purchasing Sande varieties fr the use f these varieties: 1. Once-nly prpagatin, dry sale and/r ptted plant prductin. The cultivatin material must be destryed immediately after nce-nly prpagatin. It is frbidden t retain material frm ptted plant prductin after that prcess has been carried ut. 2. Cultivatin fr maximally 3 cultivatin years. Buyer has the right t re-use the prpagated tubers fr tw cultivatin years subsequent t the first year f use. After thse tw years, the tubers must be destryed. Buyer pays a ryalty fee f 60% f 0.25 per tuber fr the extra years f use beynd the riginally supplied quantities. 3. Multi-year cultivatin. Buyer must pssess a License cntract prpagatin/trade Sande B.V. and/r Licence cntract prpagatin/trade Sande Hlland B.V. with regard t Sande varieties insfar as specified n the appended list signed as apprved by parties and appended t this license cntract (r the amended list signed later n as apprved by parties) that cmprises a part f this license cntract, all f these pints under the cnditins, prvisins, stipulatins and restrictins as specified in the license cntract The chice f cultivatin fr maximally 3 cultivatin years r the chice fr multi-year cultivatin must be established tgether with Sande Hlland. If n cntract is cncluded with Sande Hlland, ptin 1 autmatically applies: nce-nly prpagatin, dry sale and/r ptted plant prductin. 2.3 If ptin 1 is chsen: nce-nly prpagatin, dry sale and/r ptted plant prductin, the fllwing cnditins apply: After nce-nly prpagatin, all f the cultivatin material must be destryed. It is frbidden t re-use material that has been prpagated fr ptted plant prductin. Leftver material must be destryed. 2.4 If ptin 2 is chsen: cultivatin fr maximally 3 cultivatin years, the fllwing cnditins apply: Buyer has the right t re-use the prpagated tubers fr tw cultivatin years subsequent t the first year f use. After the specified tw years, the tubers must be destryed. With regard t the rights and facilities related t the Sande varieties granted t Buyer by Sande Hlland based n these general terms and cnditins f sale, the Buyer shall we Sande Hlland a ryalty fee f 60% f 0.25 ver the riginally supplied quantities f tubers f the Sande varieties, irrespective f their size. The 60% is cmpensatin fr any lss n prpagatin that might ccur after the first cultivatin year. Terminatin f cultivatin befre the cnclusin f three years term f this license cntract results in n right t restitutin f the ryalty fee paid by licensee. With regard t the ryalty fee specified in this article that Buyer wes t Sande Hlland, the frmer must pay this t the dealer frm whm he has purchased the tubers f the relevant Sande varieties. The afrementined dealer shall invice the Buyer fr the ryalty fee that the licensee wes Sande Hlland upn the cnclusin f the relevant sales cntracts. If Sande Hlland determines that Buyer has fulfilled his bligatin t pay ryalty t his dealer in the sense f this article, The Buyer is discharged f his bligatins vis-à-vis Sande Hlland. Neither Sande Hlland nr Sande B.V. are at any time liable tward Buyer if a request fr plant breeder s rights t a Sande variety is rejected r already granted plant breeder s rights t a Sande variety are declared null and vid later. Buyer is specifically frbidden t market cultivatin material f the Sande varieties withut the written authrisatin f Sande Hlland. The cultivatin material is nly intended fr Buyer s wn prpagatin. 2.5 If ptin 3 is chsen: multi-year cultivatin: the fllwing cnditins apply: 4. Buyer must pssess a License cntract prpagatin/trade Sande B.V. and/r a License cntract prpagatin/trade Sande Hlland B.V. with regard t Sande varieties insfar as specified n the appended list signed as apprved by parties and appended t this license cntract (r the amended list signed later n as apprved by parties) that cmprises a part f

3 this license cntract, all f these pints under the cnditins, prvisins, stipulatins and restrictins as specified in the license cntract. Licensee must place the fllwing text n all subsequent sales f the breeding material fr the Sande varieties n the cntracts f sale and/r rder cnfirmatins: On sale intended fr nce-nly prpagatin, dry sale and/r ptted plant prductin: The supplementary terms and cnditins based n which this cntract is cncluded are cntained in the general terms and cnditins f sale Sande Varieties and apply t the Sande varieties fr which plant breeder s rights have been applied fr and/r granted. A cpy f the afrementined general terms and cnditins f sale are available fr perusal at the Chamber f Cmmerce f Alkmaar under number: r can be dwnladed via Prpagatin f these varieties is strictly frbidden withut a valid license. Exclusively intended fr first and nce-nly flwer prductin, ptted plant prductin r dry sale. This ban n prpagatin and limitatin t nce-nly flwer prductin and/r ptted plant prductin is t be impsed by the Buyer as a perpetual clause with respect t all subsequent sales and/r transfers f wnership up t the end user. Fr cultivatin fr maximally 3 cultivatin years: The supplementary terms and cnditins based based n which this cntract is cncluded are cntained in the general terms and cnditins f sale Sande Varieties and apply t the Sande varieties fr which plant breeder s rights have been applied fr and/r granted. A cpy f the afrementined general terms and cnditins f sale are available fr perusal at the Chamber f Cmmerce f Alkmaar under number: r can be dwnladed via This sales cntract invlves the re-use f prpagated tubers and the assciated bligatin t pay a ryalty fee fr tw cultivatin years subsequent t the first year f use. After the afrementined tw years, the tubers must be destryed. The ryalty fr extra years f use is wed ver the riginally supplied quantities. This stipulatin is t be included as a perpetual clause in every sales cntract between licensee as vendr and a third party as buyer, up t the end user, s that the (subsequent) buyer is bund theret, even if the breeding material is resld after exprt frm the Netherlands. The perpetual clause must be written in the language f the buyer. Fr sale fr multi-year cultivatin: Other terms and cnditins are specified in the licence cntract. By accepting this sales cntract, the buyer undertakes t sign the license cntract "prpagatin/trade Zantedeschia varieties Sande B.V. and/r the license cntract prpagatin/trade Zantedeschia varieties Sande Hlland B.V", unless Buyer has already signed afrementined license cntract with an appendix related t the variety purchased. Buyer herewith declares that he agrees with the cntents f afrementined cntract, which cmprises an inextricable part f the sales cntract. This stipulatin is t be included as a perpetual clause in every sales cntract between licensee as vendr and a third party as buyer, up t the end user, s that the (subsequent) buyer is bund theret, even if the breeding material is resld after exprt frm the Netherlands. The perpetual clause must be written in the language f the buyer. The stipulatins written abve are t be included as a perpetual clause in every sales cntract between licensee as vendr and a third party as buyer, up t the end user, s that the (subsequent) buyer is bund theret, even if the breeding material is resld after exprt frm the Netherlands. The perpetual clause must be written in the language f the buyer. Prvisin f infrmatin and supervisin 3.1. Buyer undertakes t subject himself t the supervisin t be executed by Sande Hlland n the fulfilment f the stipulatins f these general terms and cnditins On behalf f the supervisin f the manner in which Buyer fulfils the bligatins stemming frm and assciated with these cnditins, Sande Hlland and/r its authrised party(ies) have/has access, at all times, t the premises n which Buyer implements cultivatin and the industrial

4 buildings used by Buyer fr his cultivatin activities, including, in particular, the hthuses f the peratins f Buyer. Buyer is bliged t grant his cperatin with the afrementined supervisry measures. Mutants and aberratins 4.1. Discverer f a mutant (sprt) derived frm a Sande variety is bliged t reprt this t Sande Hlland in writing immediately Discverer f a mutant is bliged t prvide Sande Hlland with material theref, at its request and as rapidly as pssible, within 6 mnths after finding the mutant, s that Sande Hlland can assess the quality f the mutant, and said finder must als give Sande Hlland all pprtunity t visit the business f the licensee t view the material f the mutant there, all f this with the gal f testing the sample Discverer f a mutant in the prtected Sande varieties is bliged t request authrisatin frm Sande Hlland in rder t utilize the discvered mutant Buyer is bliged, upn discvering a mutant, t request authrisatin frm the wner f the plant breeder s rights t the riginal parent variety t implement the fllwing actins with regard t all material f the mutant, including harvested material (that is t say, including flwers, plants and plant parts), specifically: Prducing r reprducing (prpagatin); Cnditining n behalf f prpagatin; Offering fr sale; Selling r placing n the market in sme ther way; Exprt; Imprt Discverer f an aberratin is bliged t make available and/r return t Sande Hlland, at n charge, all aberratins ccurring r grwing frm and/r lcated in the quantity f breeding material supplied by Sande Hlland, in return fr which Sande Hlland shall prvide the same quantity f breeding material, free f charge, t the licensee. Discverer f an aberratin may enfrce n claim whatsever fr damages vis-à-vis Sande shuld a situatin as meant in this article ccur. Miscellaneus stipulatins 5.1. Sande Hlland has the exclusive right t prduce r reprduce cultivatin material f the Sande varieties, treat it n behalf f prpagatin, place it n the market, exprt it, imprt it, keep it in stck fr ne f these purpses and have the afrementined activities carried ut Parties ther than Sande Hlland are frbidden t prduce r reprduce cultivatin material f the Sande varieties, treat it n behalf f prpagatin, place it n the market, exprt it, imprt it, keep it in stck fr ne f these purpses r have the afrementined activities carried ut. This ban des nt apply if Sande Hlland has granted its authrisatin fr said activities The exclusive rights als apply t activities with regard t harvested material f a Sande variety, including plants and plant parts, acquired using cultivatin material fr which n authrisatin has been granted, unless Sande Hlland culd reasnably have exercised its rights with regard t the cultivatin material.

5 6.1. Sande Hlland can enfrce its rights n behalf f Sande B.V. tward anyne wh carries ut the activities meant in article 5.1 withut authrisatin Eurpean plant breeder s rights and/r US Plant Patent and/r Dutch plant breeder s rights have been applied fr r granted fr Sande varieties. In case f cntradictins between stipulatins f Eurpean plant breeder s rights and natinal legislatin prtecting cultivatrs rights applicable t licensee/buyer, by accepting the sales cntract with regard t Sande varieties, licensee/buyer declares that he agrees that the regulatins f Eurpean plant breeder s rights apply t his legal relatinship with Sande Hlland and Sande B.V. The legal stipulatins with regard t Eurpean plant breeder s rights can be fund at Licensee and/r buyer and/r dealer shall we, fr each time that either party breaches any bligatin accruing t him based n these general terms and cnditins, an immediately payable fine, nt eligible fr mderatin, f 20,000, and fr each day that a breach f any bligatin cmprising this licence cntract cntinues, a fine f 500 per day n behalf f Sande Hlland, withut prejudice t the right f Sande Hlland t claim full cmpensatin fr all lss caused by said breach by the licensee Sande Hlland and Sande B.V. are nt liable fr reduced yield r lss as a cnsequence f, r assciated with, disappinting grwth and blssming f cultivatin material f the Sande varieties, bth in terms f the quality and the quantity f cultivatin material and flwers, even if the afrementined defects are a cnsequence f disease, cnditins r any deviatins whatsever If and insfar as any part and/r any stipulatin f these general terms and cnditins f sales are in cnflict with any imperative stipulatin f natinal r internatinal legislatin, such part and/r stipulatin shall be cnsidered nt t have been established and these general terms and cnditins shall fr the rest remain binding. Parties are then bliged, and undertake vis-à-vis ne anther, t replace the invalid stipulatin(s) with thers that crrespnd(s) with the intentin f parties and that can as such be established between them All disputes stemming frm r assciated with these general terms and cnditins f sale shall be adjudicated slely by the cmpetent curt in the District f The Hague Dutch law applies t these general terms and cnditins f sale and their implementatin.