1. Preamble

In the absence of any special agreement, these Terms and Conditions of Sale, drawn up in compliance with professional standards and both national and international trade practices, shall expressly apply to all sales made to professional clients. These include, but are not limited to, traders, super and hypermarkets, horticulturists, market gardeners, growers, nurseries, landscapers, public and private entities, and trade associations. The placement of an order constitutes full acceptance of these Terms and Conditions of Sale, which are also available on our websites and included in our commercial and accounting documentation.

As our products fall within the definition of Agricultural Products, these terms and conditions come within the scope of the laws governing price determination for these products, whether they are the result of a purchase contract with agricultural producers or whether they are the result of GRAINES VOLTZ’s own production.

Any special terms and conditions of application are detailed in the published price lists for each type of product sold.

Our General Terms and Conditions of Sale also imply the waiver of all our customers’ general terms and conditions of purchase.

Prior information on the potential risks of certain plants to human health

Pursuant to public health legislation (article L. 1338-3 of the French Public Health Code), as a seller/distributor of plants likely to be harmful to human health, we inform our customers prior to the completion of any sale, of the risks to human health and, where relevant, of the means to protect against them. In fact, some plants (listed exhaustively in the appendix to the Order dated September 4, 2020, on the prior information to be provided to purchasers of plants likely to be harmful to human health) can potentially cause poisoning by ingestion, respiratory allergies, muco-cutaneous reactions or abnormal skin reactions in the event of exposure to sunlight. These risks, precautions and/or remedial actions are presented in the following document:

https://www.legifrance.gouv.fr/jorf/id/JORFTEXT000042325453.

By accepting these General Terms and Conditions of Sale, the purchaser hereby acknowledges having been duly informed, prior to the sale, of any potential risks to human health that may be associated with the purchase of said plants.

2. Prices

Prices are stated in our price schedules applicable on the day of the order. They exclude VAT, packaging and transport costs. They may be changed without notice at any time and are subject to significant changes in economic conditions. The prices indicated for the various products apply when they are ordered at in a single transaction and per delivery. The price stated in a column is applicable from the quantity indicated at the top of the column. A minimum price of €5 will be automatically applied for each line of seeds ordered,  Our deliveries are made in the most economical form of packaging available at the time of delivery. For orders to be delivered in special packaging, a processing surcharge may be agreed for each package.

3. Shipping and packaging

For all orders, we may charge a flat-rate fee in addition to the price of the goods for the preparation and dispatch of our products, in accordance with our applicable price list.

4. Orders

Orders are fulfilled to the best of our abilities. Deliveries will be made according to supply and availability. Deliveries may be total or partial. In the event of a crop shortfall or total failure, or in the event of multiplication problems caused by climatic disturbances and agronomical accidents of any kind, a partial or total reduction will be applied to the order. No compensation can therefore be claimed by the buyer.

Orders processed by our sales representatives are only legally binding once they have been confirmed by our company through an order acknowledgement (ARC). Delivery can only take place if the purchaser is up to date with all his/her/its obligations towards the company, whatever the cause. Delivery time is given for information only and without guarantee.

5. Order cancellation

If the customer cancels all or part of a seedling order less than 6 weeks before delivery, GRAINES VOLTZ will automatically apply an indemnity of 50% of the value of the cancelled order, without having to prove that it has suffered a loss as a result of the cancellation. However, if the products of the cancelled order are unsaleable, GRAINES VOLTZ reserves the right to demand full compensation for the damage incurred.

6. Shipping / delivery and risk

Unless specifically otherwise agreed, our goods are shipped at the recipient’s risk, regardless of the mode of transport invoiced. The goods are carefully inspected before packing and then handed over to the transport company, who issues us with a receipt for the shipment. We kindly require our customers:

– to unpack and check the contents of the shipment before dismissing the deliveryman, especially in the case of seedlings. We remind our customers that they should only accept their deliveries once they have checked that they are in sound condition, that their weight corresponds to that advertised and that the seals are absolutely intact.

– to record substantiated reservations on the delivery note in the event of damage, loss, shortage or delay, etc. These reservations must be confirmed within 48 hours by registered letter with acknowledgement of receipt to the carrier to obtain compensation, with a copy sent to our company.

GRAINES VOLTZ takes all necessary precautions when shipping seedlings under controlled temperature, and can in no circumstances be held liable for any interruptions in the cold or hot chain during unloading, resulting in damage due to climatic conditions.  The customer is under the obligation to take every precaution, from the moment the delivery truck doors are opened, to protect the merchandise, particularly in extreme cold or heat. The purchaser must specify and evidence the reasons for his/her/its complaint, reservation or dispute, as well as name the products subject to this complaint, reservation or dispute, in terms of quantity, quality and price. The purchaser must provide full evidence of any defects found. GRAINES VOLTZ reserves the right to carry out, either directly or through an agent, any on-site inspection and verification. Therefore, the purchaser must keep the relevant products and must allow GRAINES VOLTZ or its representative every facility to carry out the aforementioned observations and verifications.

7. Payment

All payments should be sent to our head office in Colmar. No discount is granted for early payment. Payment is usually due within 30 days of the invoice date. The due date is stated on each invoice. In the event of late payment, penalties are payable at the ECB interest rate plus 10 points, without the need for a reminder. Furthermore, an indemnity of €40 for collection costs will be automatically charged for any late payments without prior notice. This indemnity may be increased if collection costs exceed the fixed amount, on presentation of supporting documents.

Customers who fail to meet payment deadlines, or who have undergone collection proceedings in the past, will only be delivered after their account has been settled, and only against payment of 50% or the full amount when the order is placed. Failure to pay after the due date, whether in full or in part, will automatically result in the application of a penalty clause amounting to 15% of the unpaid sum. Bank charges and collection fees arising from an extension of the due date are at the customer’s expense. Non-payment of our invoices will automatically result in a formal notice, which may be followed by legal proceedings. In the event of deferred payment previously accepted by our personnel, failure to pay by the due date makes the entire debt immediately payable. Finally, in the event of late payment, we shall be entitled to terminate current contracts and orders without prejudice to any other course of action. Late payment releases us from all our commitments.

8. New customers

Persons/companies with whom we do not have a prior commercial relationship are requested to include their Company Registration Number or VAT number and a payment equal to the value of the order with their first order, or to authorize us to send the order by cash on delivery, or to sign a direct debit form.

9. Repackaging by the purchaser

Should our customer intend to replace the original packaging of the goods delivered by us, pursuant to intellectual property law, he/she/it is not entitled to use our trademark for the repackaged products. This repackaging automatically releases GRAINES VOLTZ from all liability.

10. terms of use / liability

The purchaser’s use of seed is limited to the production of a single commercial crop. The sale of plants and seeds excludes any reproduction and/or vegetative propagation. Unless otherwise specified by law, any use of the products – including that of any parental lines that may happen to be present among them – for research, selection or molecular or genetic characterization purposes is strictly forbidden. In the event of resale of the products to a third party, the purchaser must inform the third party of the above obligations. Any infringement of the above restrictions on use will result in legal action being taken against the purchaser, in which case GRAINES VOLTZ cannot be held liable. GRAINES VOLTZ limits the use of all its products to the uses and categories of use for which they are authorized. In other words, it prohibits any use that is not explicitly stated on the label; the company accepts no responsibility for any use of a product outside the regulatory framework of registration and legislation. Our products may not be resold for export without the seller’s express permission.

GRAINES VOLTZ shall not be held liable to the purchaser for any direct, indirect or consequential damages. These include all economic and financial losses, loss of sales, profit, production (including any downtime at the customer’s production facilities), loss of contracts, loss of opportunities, loss of business opportunities and any additional costs arising from the sale or use of the products.

11. Protected varieties or products

Some varieties sold by us are protected by a patent, trademark or appellation registration, which is regularly renewed, and the purchaser may not acquire any property rights through usage or claim on these varieties. The Customer undertakes to immediately inform GRAINES VOLTZ by any means of any infringement of ownership rights on patents or trademarks as soon as it becomes aware of such an infringement and shall therefore fully cooperate in defending the rights of GRAINES VOLTZ from any infringement. The reproduction of protected varieties or the use of registered names or trademarks is forbidden without written authorisation from GRAINES VOLTZ. The purchaser expressly authorises and shall cooperate with any inspection by GRAINES VOLTZ for the purpose of verifying any infringement of GRAINES VOLTZ’s rights. For this purpose, the purchaser authorises GRAINES VOLTZ or any person appointed by GRAINES VOLTZ to have direct access to his/her/its own infrastructure, including greenhouses, administrative premises, etc., as well as to those of third parties operated under the purchaser’s responsibility. The purchaser must ascertain that any person handling or receiving the products complies with the above obligations, in such a way that GRAINES VOLTZ’s rights are fully upheld.

12. Complaint deadlines / product conformity / warranties

All complaints, other than those relating specifically to seedlings, concerning external appearance and specific purity, must be made within 15 days of arrival of the goods. The purchaser shall not be entitled to any warranty claim under the present provisions in respect of defects appearing:

– 50 days after delivery of the products to the purchaser when the defects affect germinative performance,

– within the normal sowing and inspection periods immediately following delivery, when the alleged defects affect the authenticity of the seed, its varietal purity and its specific purity.

Seedling products can be approved on receipt, and complaints must be notified to us within 48 hours. After these time limits, shipments will be considered as accepted. If the above conditions are not met, acceptance will be deemed unconditional and GRAINES VOLTZ will no longer be liable for any defect in conformity of the products. Given the nature of the products sold herein, the seller’s liability, in the event of recognised or proven errors and/or defects, may under no circumstances and notably in terms of authenticity, varietal purity, specific purity or germinative performance, compliance with resistance ratings, resistance to strains or species or diseases unknown to date, and announced tolerances, exceed the amount of the shipment of the relevant delivered product, including evidenced costs resulting from the return of goods.  To guarantee the quality as stated above, the purchaser is forbidden to grade, calibrate, coat or treat the delivered products in any way whatsoever, or to have this done by a third party. We will give careful consideration to any claims that may be made against us as a result of any error on our part and, where appropriate, will not refuse to replace or refund all or part of the goods in question. The buyer is also aware that GRAINES VOLTZ’s illustrations, catalogues or other descriptions of the quality, weight and measurements of the products match GRAINES VOLTZ’s tests and experience as closely as possible. However, we cannot be held liable for any discrepancies in these documents. The purchaser is also aware that the products are unfit for human or animal consumption.

13. Returns – Terms and conditions

– Seeds may only be returned if a formal agreement between the seller and the purchaser has been concluded. This return request must be made within eight days of dispatch, and the goods must be physically returned within fifteen days of this request. Only seeds returned in their undamaged original packaging will qualify for a credit note not exceeding 60% of the original value. Any product returned without this agreement will be held at the disposal of the purchaser and no credit note will be issued. Return costs and risks are always borne by the purchaser.

– Seedlings may not be returned, and will not be accepted.

14. Seed trays

The “rigid” trays in which seedlings are grown and transported are and remain at all times the property of GRAINES VOLTZ and may not be used by a third party without the prior written consent of GRAINES VOLTZ. The customer must store these trays in a clean place and make them available to GRAINES VOLTZ, which will return them to the production centre. A penalty of 5.00 euros per tray may be applied in the event of non-return. A penalty of 10.00 euros per tray will be applied if used by a third party without written agreement from GRAINES VOLTZ and the crates will be returned at the customer’s expense to GRAINES VOLTZ’s logistics centres. Flexible seed trays must also be returned to us as per the same conditions mentioned above, with the exception of flexible trays and pots used for the delivery of nursery products, which must not be returned and will not be accepted. The purchaser is obliged to comply with applicable laws on waste recovery and, notably, recycling.

15. Colour illustrations

The colour photos in our catalogues were taken under favourable growing conditions, and identical results cannot be guaranteed every time. In some cases, they cannot provide an exact 100% reproduction of the plant due to printing constraints. Colours, shades and vegetation cycles are given for information only and are non-contractual.

16. Force majeure

Orders will be fulfilled except in cases of force majeure. Cases of force majeure include, but are not limited to, acts of war, strikes, fires and accidents in all companies involved in the production and distribution of products and plants.

17. Latent defects

Latent defects covered by the warranty must exist at the time of transfer of risk. The purchaser must provide full proof of the reality and existence of any defects detected prior to the transfer of risk. GRAINES VOLTZ reserves the right to carry out, either directly or through an agent, any onsite inspection and verification. The purchaser must therefore provide GRAINES VOLTZ or its representative with every facility to carry out the observations and/or verifications mentioned above. The purchaser may not make any warranty claim under these provisions for defects appearing after the products have been planted if the purchaser is not able to prove that he/she/it has regularly acquired the relevant products by providing the invoices and/or certificates issued by GRAINES VOLTZ at the time of sale. If these conditions are not met, the warranty for latent defects in the products will no longer apply. If it is demonstrated that the products delivered are defective, they may, with the agreement of GRAINES VOLTZ, be returned or reimbursed. In all events, GRAINES VOLTZ can only be held liable for latent defects under the conditions defined above if the purchaser has made normal use of the products, has not modified them in any way whatsoever and has stored, preserved and handled them in order to ensure that they remain in good condition.

18. Retention of title clause

We reserve ownership of the goods delivered until full payment has been received. The delivery of bills of exchange or any other instrument creating an obligation to pay does not constitute payment within the meaning of this provision. With the seller’s authorisation, the purchaser is authorised to resell the goods delivered in the normal course of business. However, the purchaser may not pledge them or transfer ownership of them as security. In the event of resale, the purchaser hereby assigns to us all claims arising in his/her/its favour from the resale to the third-party buyer. Resale authorisation is automatically withdrawn if payment is suspended. In the event of seizure or any other third party action, the purchaser must notify us immediately. Notwithstanding the application of the present retention of title clause, the purchaser shall bear the risk in the event of loss or destruction upon delivery of the goods. The purchaser will also bear the insurance costs.

19. Results

As the results achieved depend not only on the product and its quality, but also on factors that are difficult or impossible to evaluate or predict and which may vary according to region, environment, agronomic and atmospheric conditions, technicians and cultivation operations, advice and suggestions are offered purely as a guide and therefore may not be taken as a guarantee of the harvest.

20. Personal data protection

In the course of order fulfilment and the performance of the contractual relationship (deliveries, invoicing, etc.), GRAINES VOLTZ processes the personal data of its professional customers in compliance with the General Data Protection Regulation (GDPR): the customer’s personal data is collected for the sole purpose of managing orders, deliveries and invoicing based on the performance of the sales contract. Personal data is used by internal departments and our subcontractors/service providers for order management. It may also, subject to stricter confidentiality rules applicable to some data items, be shared within the group to which we belong, with our contractual partners, service providers and subcontractors for the same purposes, as well as with the administrative and judicial authorities legally entitled to disclosure of said personal data. This information may be transferred to a country outside the European Union with an equivalent level of protection. GRAINES VOLTZ reserves the right to use the information provided by the customer for commercial purposes if the customer so accepts when registering his/her/its personal information. You have the right to access, rectify, object to, delete, limit and port your data, as well as the right to withdraw your consent at any time. The right of deletion and opposition must not prevent performance of the contract, as this could lead to cancellation or the impossibility of fulfilling expected deliveries. To implement these rights, please contact the Data Protection Officer at GRAINES VOLTZ S.A, 1 rue Edouard Branly 68000 Colmar. In the event of a dispute, a complaint may be made to the CNIL (National Commission for Information Technology and Civil Liberties.

21. Anti-corruption and vigilance

Throughout the term of this Agreement, the Parties undertake to comply with the rules of integrity and prevention of corruption as stated in the Sapin 2 Act No. 2016-1691 of 9 December 2016 on transparency, combating corruption and modernising economic life.

By express agreement between the Parties and throughout the completion and performance of this Agreement, the Parties undertake never to offer, promise or grant any undue advantage, pecuniary or otherwise, intentionally, directly or indirectly, with a view to obtaining an illegal, illegitimate or unfair action for the contract, either for their own benefit or for the benefit of a third party.

In the event of non-compliance with this clause by one of the Parties, the other Party reserves the right to terminate its obligations, subject to notification of this violation by registered letter with acknowledgement of receipt, which has remained ineffective for a period of one (1) month, without the other Party being able to claim any compensation whatsoever in connection with the termination of this Agreement.

The Parties undertake to make all their employees, representatives, service providers and subcontractors aware of the anti-corruption provisions.

22. Attribution of jurisdiction

Subject to the obligations relating to the competence of the mediator of the agricultural commercial relations, and in the event of litigation, only French law applies. All our sales are completed pursuant to the terms and conditions set out above and the fact of placing an order with us implies their acceptance and waiver, where applicable, of any general conditions of purchase of the buyer. Any difficulty, for whatever reason, will be judged by the Courts of COLMAR, which will have sole jurisdiction to determine liability, even in summary proceedings.