SeedX Technologies Inc.
General Terms and Conditions for seed sorting services
1. General; Conflicting Provisions
These General Terms and Conditions for Seed Sorting Services (these “General Terms”) apply to all services rendered in respect of seeds sorting (the “Services”) by Seedx Technologies Inc. (the “Company”), or any subsidiary thereof (in which case references to Company will be deemed references to such subsidiary). Any document under which the Services shall be ordered from the Company shall be subject to these General Terms, whether or not expressly provided for on such document, and the provision of Services to the customer ordering or receiving Services (the ”Customer”) shall be governed solely by these General Terms, notwithstanding any preprinted terms or conditions, purchase orders, general conditions of purchase (or similar document) or other documents of the Customer, all of which shall be of no force and effect with respect to the transactions contemplated hereby, save those commercial terms that by their nature are stated in purchase orders as provided for below.
2. Placing Orders; Customer Representations
Procurement of Services must be done via a written purchase order. The purchase order shall set out the Services required under such purchase order, the quantity of the seeds subject of the Services, the expected timeframes for the provision of the Services, the fees and other charges in respect of the Services. Acceptance of purchase orders is made only by signature of an authorized representative of the Company on the applicable purchase order or by a written approval of the Company thereof. The Company may refuse purchase orders, and may require that purchase orders be made using the Company’s form of purchase order. In the event that an order of Services is effected by Customer’s approval of a quote issued by the Company, such quote, upon its approval by the Customer and delivery to Company, shall itself constitute the purchase order. Price quotes or other offers of the Company shall be valid for 30 days from their issuance, unless another acceptance period is stated therein, in which case such other acceptance period shall prevail.
The Customer shall provide along with the purchase order any relevant information regarding the seeds provided for sorting, including without limitation a health and purity certificate, and any other information which the Company may need for the provision of the Services, and shall supplement such information as required also thereafter. Delivery of a purchase order constitutes a representation and warranty that (i) the Customer is authorized to order Services from the Company and the lawful owner of the seeds, (ii) the seeds are free and clear of any pledges, charges or other third party rights, (iii) the seeds that have been produced, decontaminated, and stored in accordance with appropriate and generally accepted industry practices and applicable law, and (iv) the seeds (and any packaging material) do not contain pests, viruses or toxic substances. Customer will reiterate such representations and warranties in the same form in a purchase order, however, the lack of such reiteration or change in form does not derogate in any way from the provisions of this paragraph.
3. Provision of Services and Limited Warranty; Delivery and Collection of Seeds
The Customer shall provide the seeds subject of the Services to the Company’s designated site and shall collect the seeds after the completion of the Services. The Company shall provide the Services with a reasonable skill and care and in conformity with the percentages and other results of the Services as agreed between the Customer and the Company in writing in the applicable purchase order, in all material respects. The Company makes no other representation or warranty, express or implied, all of which are hereby disclaimed. The Company’s employees and representatives are not authorized to stipulate on these General Terms or to make any representations regarding the Company’s Services except under a written instrument signed by the authorized signatories of the Company. The timeframes for the provision of Services are estimates and subject to changes. In cases where the Customer requires an inspection of seeds by an external laboratory, the Customer shall be responsible for ordering the inspection and shall beer all costs and other expenses thereof.
The Customer must notify the Company in writing of any claims or alleged defects or non-conformities in respect of the Services within 6 months from the date of the completion of the Services, but in any case not later than 14 days from the date the Customer discovered or could have reasonably discovered the defect or non-conformity; in which case, should a defect or non-conformity exist, the Company shall at its election either re-perform the Services without charge such that they conform to the terms hereof within a reasonable time, or alternatively credit or refund the Customer for that portion of the consideration equal to the amount by which the value of the Services was reduced due to the defect or non-conformity vis-à-vis the agreed consideration, provided, however, that the Customer has timely paid to Company all fees owed to Company and is not in breach of any obligation towards the Company or its affiliates under these General Terms or any other agreement. The foregoing remedy constitutes Customer’s sole remedy and Company’s sole obligation for defects or non-conformities in connection with the provision of the Services.
The Customer must collect the seeds subject of the Services within 14 days from the Company’s notice that they may be collected. The Company may at its sole discretion store or dispose of seeds which were not collected by the Customer within said period, at the Customer’s expense and sole responsibility.
4. Consideration; Payment Terms
The consideration charged for the Services (as well as reimbursement of expenses and other payments in connection with the Services (if any)), shall be as quoted by the Company and set out in the applicable purchase order. Unless otherwise stated, the consideration does not include transportation expenses, insurance, etc., all of which shall be borne by the Customer. Prices are exclusive of value added, sales, and any other taxes, charges and governmental levies, except taxes on Company’s net income. The Company may change its rates from time to time, provided, however, that such changes shall not affect purchase orders which the Company had already begun fulfilling.
Unless agreed otherwise between the parties in a purchase order, the Customer shall pay all required fees (in addition to any sales or value added tax thereon) for the Services within 30 days from the invoice date (but in any case not later than by the completion of the Services) in the currency stated in the purchase order, by wire to the Company’s bank account as designated by the Company, without any deduction, set-off, or withholding of any kind. Unless otherwise agreed in the applicable purchase order, invoices will be issued by the Company after receipt of the seeds subject of the Services. Late payments will bear interest at the rate of 1.5% per month, accruing daily on the amounts in arrear until actual payment.
5. Customer Must Obtain Insurance; Limitation of Liability and Indemnification
As mentioned above, the Company shall provide the Services with reasonable skill and care. However, except for damage resulting from the Company’s willful misconduct, in no event will the Company be liable for any damage to seeds caused in preparation for or during transport, or due to or in connection with temperatures, or exposure to severe weather, flood, fire, accidents, improper storage conditions, pests, viruses, mold, materials, or otherwise, and no such damage excepts the Customer from its payment obligations. The Customer must insure at its expense the seeds in full and recover its damages solely from the insurer. The insurance policy must include waiver of subrogation against the Company and anyone on its behalf.
In no event shall the Company (including its representatives, employees, and any other person on its behalf) be liable under any legal theory whatsoever (whether in contract, tort or otherwise): (a) for any consequential, incidental, special or indirect damages of any kind, lost profits, loss of business, or cost of procurement of alternative services; and (b) with respect to each event and for all events together, in an aggregate amount which exceeds the consideration for the Services actual paid to the Company with respect to the relevant purchase order in connection with which the liability arose. In the event that the services are provided for free, the Company shall not be liable for any damages whatsoever. The aforesaid does not apply in cases where and to the extent that applicable law does not allow the Company to limit its liability or exempt itself from damages. The Customer will indemnify and compensate the Company, its employees, representatives, and any other person on its behalf, for any damage caused to any of them in connection with the provision of the Services to the Customer.
6. Confidentiality; Intellectual Property
Each party (as the recipient) shall keep in strict confidence, and agrees not to use except in order to perform its obligations hereunder, any information having commercial value of the other party (as the discloser) that was disclosed to it on behalf of the discloser, that was designated in writing as confidential or that a reasonable person would have understood to be confidential given the circumstances of disclosure and the nature of the information (“Confidential Information”). The foregoing does not apply to information in the public domain through no fault of the recipient, is already in the possession of the recipient free of any obligation of confidentiality at the time of disclosure by the discloser or is received from a third party which to recipient’s knowledge is not bound by confidentiality with respect thereto. If the recipient is required by law to disclose discloser’s Confidential Information it may do so, provided that it gives the discloser prompt written notice of such requirement prior to such disclosure (to the extent feasible and permissible)and will disclose only such Confidential Information and in such scope and manner as it is legally required. The above mentioned shall not derogate from any non-disclosure agreement entered into between the parties. Any private information shall be treated in accordance with the Company’s privacy policy as published in the Company’s website.
Each party retains all right, title and interest in and to its intellectual property. All rights in connection with the Company’s technology, methods, code, know-how and Services reside with the Company. Company may use and incorporate any feedback given to it at its discretion and without payment of consideration therefor, including applying for intellectual property protections.
7. Breaches and Termination; Force Majeure
Each party will have the right to terminate any purchase order if the other party breaches any material term of these General Terms and fails to cure such breach within 14 days following written notice thereof. Customer shall nevertheless be obligated to pay for Services actually preformed until the effective date of termination. Notwithstanding anything to the contrary, the Company may cease providing Services (a) during any time in which the Customer is late in making any payment or is otherwise in default, (b) in the event of any bankruptcy or insolvency procedures are initiated or conducted in respect of the Customer or if the Customer adopts a resolution for its voluntary cease of business, winding-up or dissolution, or (c) in the event that the Customer did not pay for the Services in advance or alternatively provide payment guarantees reasonably satisfactory to the Company within 14 days of the Company’s request.
The Company shall not be liable for any delays of failure to perform the Services or otherwise caused by circumstances beyond the Company’s reasonable control, including without limitation in connection with the Covid-19 pandemic, quarantine, disease, medical condition, pests, accident, theft or sabotage, explosion, fire, flood, storm, heat, cold, humidity, extreme weather, strike, labor dispute, riot, terrorism, act of war, civil unrest, security situation, change in law, export / import restrictions or other trade restrictions, hardware or software breakdown, unavailability or limitations in transportation, communications or data traffic, or loss of data.
8. Miscellaneous
Notices shall be in writing. The Customer shall not be entitled to assign or encumber all or any of its rights or obligations hereunder without the Company’s prior written consent. If any provision of these General Term is or becomes invalid or unenforceable, the remainder of these General Terms shall not be affected and the invalid or unenforceable term shall be construed as closely as possible to the original meaning of the provision while being valid and enforceable. These General Terms constitute the entire agreement between the parties with respect to the subject matter hereof and except as expressly set forth herein, supersede all other agreements and understandings between the parties with respect thereof. Any waiver by either party of any condition hereof shall be made in writing. This agreement shall be governed by and construed in accordance with the laws of Delaware without regard to the application of its principles of conflict of law. The parties hereby consent to personal jurisdiction of the courts of Delaware and agree that the competent courts located in Dover, Delaware, shall have sole jurisdiction over any and all disputes in connection with the provision of Services and/or these General Terms; provided, however, that if the Services are procured from an affiliate of the Company, then the governing law and exclusive venue for proceedings shall be the jurisdiction of incorporation of that affiliate.