This Price List is valid from April 1, 2008 until publication of the new price list.        

Section 1 · General

1. These terms and conditions of delivery and payment are a part of all offers and contracts for deliveries and performance of the Seller, including any consultations with the Seller and for continuing and future business relations even without express reference hereto.
These terms and conditions apply for flower seeds and vegetable seeds.
2. Varying agreements and conditions are only binding when they are confirmed in writing by signature. References of the Buyer to its terms and conditions are hereby expressly refuted.
Oral promises and agreements are only binding upon their written confirmation.
3. When Incoterms are used the version of 2000 applies.

1. The offers of the Seller are to be understood as revocable invitations to enter into a contract.
A contract arises only when the Seller accepts the order of the Buyer by way of a written confirmation of the order or the performance of the order.
2. Orders for goods that are not yet threshed or cleaned are accepted by the Seller only under the condition of an average harvest of marketable goods. Any order will be accepted with the reservation that the seller will result an average yield of crop of the ordered seeds. 
3. The Seller is entitled to rescind the contract without compensating the Buyer if the performance of the contract by it is made impossible by force majeure.
4. A right of rescission of the Buyer on account of deterioration of assets of the Seller after the conclusion of the contract is excluded.
5. The Buyer may assign claims from the purchase contract only with the prior written consent of the Seller.

1. The existing conditions and price lists of the Seller as of the time of the order are controlling. Earlier prices lose their validity with introduction of a new pricelist. The introduction of a new pricelist leaves contracts already concluded in effect.
2. The price data are to be understood as without packaging, shipment and other related costs insofar as not otherwise agreed in these terms and conditions or in the individual case.

1. Deliveries are made ex works (EXW/Incoterms) Hann. Muenden.
2. The minimum order value is EUR 50.00. In the case of goods with a value of under EUR 50.00 per order the Seller will charge a processing fee of EUR 20.00. In case bulk seeds have to be divided in smaller package units, the Seller will charge an extra packaging fee of EUR 0.50 per package (example: if 1 kg is ordered and it is requested by the buyer a division into package units of 100 gr extra packaging fee is of EUR 9x0.50 = 4.50 EUR). Additional costs on account of special packaging instructions of the Buyer will be borne by the Buyer.
3. The risk of accidental loss and accidental deterioration is transferred to the Buyer when the Seller hands over the goods to the transporter, freight forwarder or other person entrusted with the shipment. This also applies where the Seller assumes the cost of shipment or ships the goods itself. If the goods are ready to be picked up, the transfer of risk occurs when the Buyer is notified that the goods are ready for pick-up.
4. Delivery times are only definite in the case of goods sold with fixed delivery when the dates are expressly confirmed as definite. The non-observance of delivery dates and periods by the Seller entitles the Buyer to make use of the rights he has only when the Buyer has given the Seller an appropriate notice period, at least 15 workdays, unless this is unnecessary as a matter of law.
5. If the Seller is prevented by unforeseeable circumstances from performing its obligations, which circumstances were not avoidable in spite of reasonable case, the delivery period will be delayed for the period of the hindrance. The right of the Seller to rescind the contract remains undisturbed.
6. The Seller is entitled to make partial deliveries insofar as this does not inappropriately disadvantage the Buyer.
7. In the case of delay in delivery the Seller is liable per week for one-half of one percent of the value of the order, at the most however up to 10%. In addition the damage compensation claims are limited to replacement of proven additional costs ( costs of cover on the basis of three comparable offers ).

1. For each delivery a bill will be separately issued with the date of shipment. This also applies for agreed upon partial deliveries. The payment to be made by the Buyer is to be transferred in EURO-currency without deduction and free of expenses and costs for the Seller.
2. The invoiced amount is due on the day following issurance of the invoice, without deduction for costs and has to be paid latest 60 days after issurance of the invoice. In the case of payment within 30 days, the Seller extends a 1% discount on the value of the goods, assuming that no, insofar as no other past-due invoice amounts are outstanding.
3. The seller guarantees that he is authorized for payment and import of goods by all necessary permissions. The Buyer has  to born any Duties, taxes, fees or charges (except taxes of the export country).
4. The Seller will deliver to Buyers without a previous business transaction record only against pre-payment. The same applies should the creditworthiness of the Buyer decline in a not insignificant manner after conclusion of the contract or the Seller becomes aware of such a deterioration after conclusion of the contract. The giving of an order is deemed to be a warranty of the Buyer that it is able to pay the purchase price.
5. In the event of late payment, interest payments due by reason of late payment, rejection of check or any other significant deterioration of assets of the Buyer after conclusion of the contract, the Seller is entitled to make deliveries only against prepayment, to demand immediate payment of all outstanding billed amounts. If the Buyer does not comply with a corresponding demand of the Seller within five days, the Seller can rescind one or all contracts with the Buyer. On demand of the Seller, the Buyer must return the delivered goods within three days. Interest for late payment is in accordance with German Civil Code § 288.
6. For the second and every further payment reminder the Seller is entitled to a fee of EUR 5.
Costs of collection litigation shall be borne by the Buyer.
7. Set-off of claims is permitted only for undisputed claims or claims that have been reduced to a final judgment.

1. The product conditions for the goods that are agreed upon shall be deemed the following:

• the agreed upon quantity
• the agreed upon weight
• the purity and genuineness of the species or variety
• compliance with other agreed upon standards
• the given germinating energy of the seed within the scope of customary ranges, in conformity with the International ‘Union for the Protection of New Varieties of Plants’ (UPOV) Guidelines.

Plant variety descriptions in catalogs or on packaging as well as illustrations are to ease the choice of the Buyer but do not constitute any warranty of particular quality. Deviations from the descriptions in brochures or similar items or in the described product condition (form and colour) in the offers are also contractually agreed insofar as they result from natural irregularities in the materials used.
Any warranty for the development of plants from the delivered seeds is excluded since this is subject to external, non-reviewable factors.
Any liability for infection of the seeds and their transmission of disease and damage is excluded.
Any other warranty, in particular on account of the intended use by the Buyer, is excluded.
All warranties are extinguished in the event of changes of the goods by reason of unprofessional handling ( storage, handling, processing ) as well as in the case of mixing the goods.
2. Notice of apparent deficiencies of the goods and weight discrepancies is to be given at the latest within one week after receipt of the goods; notice of any defect in germination energy is to be given at the latest within one month after receipt of the goods. If the deficiency appears only at a later time, the Buyer is required to give the Seller notice immediately after discovery, at the latest 6 months after delivery. After notice of apparent deficiencies the Buyer has to return the goods immediately.
3. If the goods are deficient at the time of the transfer of risk, the Seller will replace the goods as fulfillment of the Buyer’s right to subsequent performance. If the replacement with non-defective goods does not occur within 2 weeks, the Buyer can make deduction from the purchase price or rescind the contract.
4. No return of packages can be accepted where the packaging seal is damaged or the contents are opened.
5. In the case of a justified complaint regarding defective goods, the Buyer may withhold temporarily only that part of the purchase price corresponding to the part of the delivery that is the subject of the complaint.
6. Damage compensation to the Buyer on account of deficient products are limited to foreseeable and unavoidable damages. The Buyer is obligated to minimize any possible damage by prompt inspection of the goods at the earliest possible time. The Seller is liable only up to the amount of the product value of the defective seeds plus the delivery costs. Claims of the Buyer for grossly negligent breaches of contract by the Seller remain undisturbed.
7. In case of dispute the Buyer can invoke a follow-up inspection by NAKTuinbouw, Roelofarendsveen, NL with prior notice given to the Seller. Its analysis is binding for both sides.
In case of justified warranty claims, the Seller bears the costs.
For the determination whether a defect exists for the purpose of resolving damage compensation claims, the contractual parties agree to the following procedure: four samples are to be drawn by a certified sampler; afterwards the remaining quantity shall be repackaged and sealed shut. The Buyer is required to store the material in a germinating protective manner or tendered to the Buyer for such storage. The Seller shall receive two samples together with the complaint; the third sample is to be sent for official inspection to NAKTuinbouw Roelofarendsveen, NL, and the fourth sample is to remain with the Buyer. If the delivery consists of consecutive original packaging of the Seller, the same manner of proceeding is to be followed.
8. Warranty claims are subject to the statutory periods of limitation.
9. In the case of unjustified claims made by the Buyer, whether for the reason that there is no deficiency or that the deficiency does not involve any warranties of the Seller, the Buyer is required to reimburse the Seller for all costs incurred by the Seller.

1. The delivered goods remain property of the Seller until complete payment of the purchase price and any incidental claims.
2. In the case of rescission of contract by the Seller (in particular on account of late payment by the Buyer), the Seller is entitled to take back the goods subject to a retention of title. To effectuate this right, the Seller is permitted to enter the business premises of the Buyer during ordinary business times. Rescission of contract is deemed to be declared when the Seller demands the return of the goods subject to the retention of title.
3. The Buyer may not pledge the goods subject to retention of title or transfer them as collateral. The Buyer will inform the Seller in writing without delay when third parties wish to seize the goods subject to retention of title. In this connection the Buyer is required to hand over to the Seller all documents necessary for the protection of the Seller’s ownership rights, in particular a copy of the documentary proof of the lien. The Buyer is liable to the Seller for all damages that arise from such a seizure by third parties. In particular for all judicial and out-of-court costs of an enforcement proceeding, insofar as the third party cannot pay these costs.

1. For damage other than bodily injury caused by defective products on account of slight negligence the liability of the Seller is limited to the scope and limits of payments under its product liability insurance up to an amount of EUR 1.000.000. If the defective products result in a recall, the liability for the resulting costs is limited in scope and amount to payments under its product recall insurance. These costs are reimbursable moreover only insofar as the Seller has been informed of the recall measure and given by appropriate notice an opportunity to cooperate.
2. For other breaches, the Seller is not liable for slight negligence other than bodily injury.
3. The Seller is not liable for breaches of contract or damages due to force majeure. The contract parties recognize as force majeure in particular interruptions in transportation, official measures, weather events, non-availability of raw materials, labor disputes, interruptions in one’s own production process, interruptions in the production process of transport companies and suppliers (insofar as a substitute procurement is not reasonable).

The Buyer obligates itself not to copy items from the delivery program of the Seller or allow them to be copied and distributed. In case of violation the Seller is entitled to a contract penalty. The amount of the claim for each copied seeds shall be 100% of the price for the corresponding article of the Seller plus costs and attorneys fees. The Seller's pricelist in effect at the time of the violation shall be the controlling measure. The right of the Seller to compensatory damages remains undisturbed. The Buyer is obliged to inform the Seller about all sales of copied seeds.

1. Place of performance for payment of the purchase price as well as for the other obligations of the Buyer is the registered place of business of the Seller. Performance place for the obligations of the Seller is the registered place of business of the Seller.
2. Insofar as the Buyer is a merchant within the meaning of the German Commercial Code or a legal entity under public law or public special assets, it is agreed that the place of performance and the exclusive forum is Hann. Münden. The Seller is entitled at its option to also bring suit at the place where the Buyer has its normal judicial forum.

In case the Buyer may be domiciled in a foreign country shall apply:
1. All transactions, including bills of exchange and check transactions, are governed by German civil and commercial law including UN-sales law.
2. In the case of foreign delivery the seller can demand payment in advance or by letter of credit. Insofar as nothing else is agreed the delivery occurs under the condition of payment against documents (P/D). Insofar as nothing else is agreed the payment shall be made in Euro.
3. The Seller has the right to sue the Buyer also in the Buyer’s home country.
4. The Seller is further entitled to bring claims against the Buyer in an arbitration proceeding in place of suing in court. The proceeding is to be conducted by the Industrie- und Handelskammer in Hannover according to the current UNCITRAL international commercial arbitration rules.

Section 12 · Validating Clauses
1. Should present or future provisions of this contract be entirely or partly invalid or unenforceable or later lose their validity or enforceability, the validity of the remaining provisions of the contract shall not be disturbed. The same applies if this contract should have gaps.
2. In place of the invalid or ineffective provision or to fill a gap, that fitting rule will apply that the parties would have used had they considered the point when concluding the contract. This also applies when the invalidity of a provision rests on a denominated measure of performance or time (period of time or due date); in such cases that legally permissible measure of performance or time (period of time or due date) that comes closest to that intended shall replace that in the contract.
3. Should the validity of a provision in the above-described sense be attainable only by way of agreement under adhesion to particular requirements of form, the parties are obligated to do the required acts and give the required declarations.