TERMS AND CONDITIONS OF SALE (as of June 2016)
SUPPLY & PRICE
WENSMAN reserves the right to substitute product at its discretion for any reason, including but not limited to crop or product shortages. If the buyer rejects the substitute product, the buyer’s sole and exclusive remedy shall be the cancellation of this order. Prices and hybrids indicated on reverse side are subject to change at any time. If no price is listed on the reverse side, the price shall be the price set out in WENSMAN’S current published price list for the upcoming crop year.
AGRONOMIC ZONE AND PLANTING YEAR
By purchasing seed products of WENSMAN, the buyer understands that such products are for planting in the year of the purchase and that WENSMAN has the obligation to pay royalties to trait providers for the products containing specific traits based on each grower’s agronomic zone. Buyer agrees to report the agronomic zone of each grower who will plant such traited products (including that of the buyer if he is a grower) to WENSMAN. Such agronomic zones are defined and assigned by each of the trait providers at their sole discretion, and may be different from one provider to another. At any time, should WENSMAN become aware that the seed product was invoiced for an in- correct agronomic zone or planting year, WENSMAN will adjust the invoice to reflect the correct price. In such event, either WENSMAN will promptly issue a refund, or the buyer will pay the corrected amount remaining owed to WENSMAN.
LIMITATION OF WARRANTY AND REMEDY
WENSMAN warrants that the seeds in the container are as described on the tag, subject to tolerances established by law. THE FOREGOING EXPRESS WARRANTY EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION THEREON. WENSMAN does not warrant that conventional seed produced or sold by WENSMAN is free of genetically modified organisms (“GMO”), nor does WENSMAN warrant that genetically modified seed produced or sold by WENSMAN is free of unintentional GMO for any reason, (including but not limited to adventitious pollen contamination due to pollen drift caused by wind and/or insects). WENSMAN specifically disclaims any warranty as to complete freedom of GMO for conventional seed produced or sold by WENSMAN and WENSMAN specifically disclaims any warranty as to complete freedom of unintentional GMO for genetically modified seed produced or sold by WENSMAN. By acceptance and use of the seed, buyer agrees that WENSMAN’s liability and the buyer’s exclusive remedy for breach of any warranty or other reason (if any) shall be limited, in all events, to a return of the purchase price of the affected seed, and in no event shall WENSMAN be liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, or any similar loss) whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if advised of the possibility of such damages. All claims must be presented within a reasonable period of time and not later than thirty (30) days after discovery. Crop yields and quality are influenced by many causes and conditions beyond WENSMAN’s control that WENSMAN does not warrant yield or quality. Further, any recommendations given for selection or use of WENSMAN’s products are based upon WENSMAN’s best knowledge and for informational purposes only, and WENSMAN does not warrant the results to be obtained with such recommendations. Unless accepted on the foregoing terms, buyer shall return the seed in the original unopened container within 15 days of purchase for a refund of the purchase price.
WENSMAN reserves, and the buyer grants to WENSMAN, a security interest in any and all delivered products in the inventory of the buyer and in all accounts receivable of the buyer arising from the sale of the WENSMAN products, until full payment to WENSMAN. Buyer agrees to execute such documents as WENSMAN may request in order to perfect WENSMAN’s security interest.
CREDIT BALANCE INFORMATION & CREDIT POLICY
The buyer may notify WENSMAN by June 30 that it wishes to apply any overpayment (i.e., credit balance) as an advance payment against subsequent purchases. If the buyer does not send such notification, WENSMAN will issue a refund check to the buyer as soon as practicable after June 30. This does not limit the buyer’s ability to specifically request a refund of an overpayment at any time. Note that payment of an early refund may impact other items, including early payment discounts and credits or qualification for various other programs or discounts offered by WENSMAN. Notwithstanding the above, the buyer acknowledges and agrees that WENSMAN may, in its sole discretion, apply any credit balance or payment that WENSMAN receives from the buyer (directly or from a third party for the buyer’s account) to any past-due account that the buyer may have with AgReliant Genetics, LLC. A late payment charge of 1.5% per month (18% per annum), or the maximum lower rate allowed by law, will be added to all accounts not paid in full by the due date of payment, and for each month thereafter on the unpaid amount until paid in full. The buyer also agrees to bear any and all expenses related to the collection of any accounts deemed past due by WENSMAN, including without limitation attorney fees and court costs.
IMPORTANT NOTICE: USE RESTRICTIONS
Sale of this seed is allowed only in the U.S. and through WENSMAN’s authorized dealers and distributors. One or more of the parental lines used to produce this seed is proprietary to or licensed to WENSMAN. WENSMAN grants to buyer a limited, non-exclusive, non-transferable right to use the seed for the sole purpose of growing a single commercial crop for the production of grain or forage for feeding or processing. Buyer agrees that it is not acquiring any rights to use the seed or any parental line(s) that may be unintentionally contained herein for any purpose other than the growing of a single commercial crop for the production of grain or forage for feeding or processing. Buyer shall not reproduce or transfer said seed or parental line(s), nor subject them (nor their pollen or any other plant part) to any breeding, research, development, biotechnology process, or any other genetic manipulation techniques, including (but not limited to) tissue culture, genetic fingerprinting or transformation techniques, sequencing, use of molecular markers or mutagenesis. The parental line(s) may also be protected under trade secret laws. Buyer further agrees that under these trade secret rights, any parental seed and the genetic material contained herein is confidential and must be maintained in confidence. Export of the seed and parental line(s) is prohibited. Further, the buyer shall ensure that any crop or material produced from this seed shall only be exported to, or used, processed or sold in countries where all necessary regulatory approvals have been granted. Unless accepted on the foregoing terms, buyer shall return the seed in the original unopened container within 15 days of purchase for a refund of the purchase price.
WENSMAN® and design are registered trademarks of AgReliant Genetics, LLC. ©2016 AgReliant Genetics, LLC
63585 West Highway 10
Wadena, MN 56482
PO Box 190
Wadena, MN 56482