OUTSTANDING SEED COMPANY, LLC TERMS AND CONDITIONS OF SALE
All previous editions of Terms and Conditions of Sale are hereby null and void.
ACCEPTANCE
THE TERMS AND CONDITIONS CONTAINED HEREIN APPLY TO ALL PURCHASES OF OUTSTANDING SEED COMPANY, LLC (“OUTSTANDING SEED”) PRODUCTS.
ANY ADDITIONAL, OR CONFLICTING TERMS OR CONDITIONS ON BUYER’S PURCHASE ORDER, SPECIFICATIONS, OR OTHER DOCUMENTS ISSUED BY BUYER ARE WHOLLY INAPPLICABLE AND NONBINDING.
ORDERS ARE EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. NO WAIVER OR AMENDMENT IS BINDING ON OUTSTANDING SEED UNLESS CONFIRMED IN A WRITTEN DOCUMENT EXPRESSLY STATING THAT IT IS SUCH A WAIVER OR AMENDMENT AND SIGNED BY OUTSTANDING SEED.
PRICES
Outstanding Seed reserves the right to change published prices without notice.
Pricing is not firm until Outstanding Seed accepts Buyer’s order.
Buyer is solely responsible for payment of any applicable sales, use, gross receipts, or similar taxes or customs duties.
TERMS OF PAYMENT
Advance payment is required to reserve product (seed).
Product (seed) is only shipped subsequent to receipt of funds.
All payments shall be made to Outstanding Seed at the address specified on the invoice.
If products or services covered by these terms and conditions are not delivered or performed at one time, Outstanding Seed may invoice for the quantity of products delivered or services performed.
TITLE AND DELIVERY
All sales are FOB Outstanding Seed.
Title and risk of loss or damage pass to Buyer and / or Customer upon delivery to the common carrier at Outstanding Seed’s facility.
Delivery dates are estimates only.
Outstanding Seed will use commercially reasonable efforts to deliver in accordance with requested delivery dates, but Outstanding Seed is not liable for failure to deliver as estimated.
If Outstanding Seed’s ability to supply products becomes constrained for any reason whatsoever, then Outstanding Seed may reduce quantities, delay shipments, or allocate products among its customers at its discretion.
ALL ORDERS ARE FINAL.
Buyer may not cancel, modify, accelerate, or delay any order, or return any product.
LIMITED LICENSE; USE RESTRICTION
Outstanding Seed’s products are proprietary to or licensed to Outstanding Seed and are protected by intellectual property law.
Outstanding Seed grants to Buyer and any subsequent purchaser, a limited, nonexclusive, nontransferable license to use product purchased from Outstanding Seed for the sole purpose of production of a single crop for processing and/or fresh market.
Buyer and any subsequent purchaser may not use the product or its fruit for any other purpose, or directly or indirectly sell product or its fruit to any purchaser likely to use it for any other purpose.
For example, Buyer may not reproduce (sexually or asexually) seed, or transfer seed, or subject seed or plants produced by Outstanding Seed products (or their pollen or any other plant part)
to any experimentation, breeding, sexual or asexual propagation, biotechnology process, or any other genetic manipulation techniques, including (but not limited to) tissue culture, genetic fingerprinting or transformation techniques.
These use restrictions apply equally to the progeny of Outstanding Seed products (e.g., their plants and fruit and seed obtained from their fruit).
Buyer must promptly report any known or suspected violation of this limited license to Outstanding Seed.
LIMITED WARRANTY
Outstanding Seed warrants for the single growing season for which the seed was shipped by Outstanding Seed, whether to a distributor or commercial grower, that the seeds in the container are as described on the container, subject to tolerances established by law.
Seed which is not planted during the growing season for which the seed was shipped is deemed “carryover seed”, and is excluded from coverage under this Limited Warranty.
If, during the applicable warranty period, (i) Outstanding Seed is notified promptly in writing upon discovery of any defect in the products, including a detailed description and photographs of such defect in the products (but no later than September 30 of the growing season for which the seed was shipped by Outstanding Seed);
and (ii) Outstanding Seed determines that such products did not comply with Outstanding Seed’s Limited Warranty, then Outstanding Seed shall, at Outstanding Seed’s sole option, either replace product, or credit Buyer the purchase price paid to Outstanding Seed for such products less freight and handling expenses.
THE FOREGOING WARRANTY CONSTITUTES OUTSTANDING SEED’S EXCLUSIVE LIABILITY, AND THE EXCLUSIVE REMEDY OF BUYER, FOR ANY BREACH OF ANY WARRANTY OR OTHER NONCONFORMITY.
THIS WARRANTY IS EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES.
OUTSTANDING SEED MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY SHALL BE AS EXPRESSLY PROVIDED IN THIS SECTION.
Note: Outstanding Seed cannot warrant crop yield or quality.
Crop yield and quality are affected by many factors outside the control of Outstanding Seed, such as proper storage, disease, insects, soil quality and composition, weather, and the time, manner and amount of application of chemicals, fertilizers, and other additives.
Illustrations on Outstanding Seed’s website, catalog, label, or other publication represent kind only.
Produce may differ from the illustration in color, shape, and size.
LIMITATION OF LIABILITY
OUTSTANDING SEED SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO BUYER OR ANY THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, OR OTHER DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF OUTSTANDING SEED IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES SHALL OUTSTANDING SEED’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO ANY TRANSACTION (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR INDEMNITY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT,
TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO OUTSTANDING SEED HEREUNDER FOR THE PRODUCTS OR SERVICES ACTUALLY GIVING RISE TO SUCH LIABILITY.
NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST OUTSTANDING SEED MORE THAN ONE YEAR AFTER THE DATE OF DELIVERY BY OUTSTANDING SEED.
DISEASE NOTICE
Some crops have been affected by various diseases, such as Cucumber Green Mottle Mosaic Virus (CGMMV).
CGMMV and other diseases may be introduced to a field by many methods, including but not limited to: infected transplants, infected volunteer plants, water movement, mechanical means including field operations, visitors or workers wearing infected footwear, or by natural spread from alternate hosts.
The causes of CGMMV and other diseases are beyond the control of Outstanding Seed, and Outstanding Seed recommends that all growers follow best practices to reduce the chance of disease transmission.
Outstanding Seed cannot guarantee (and does not warrant) the absence of CGMMV or any other pathogen in Outstanding Seed products.
NOTICE OF REQUIRED ARBITRATION
Under the seed laws of several states, arbitration is required as a prerequisite to maintaining certain legal actions, counterclaims or defenses against a seller of seed including claims for failure of seed to produce as represented.
In those states, as well as states which arbitration is provided but not required, Buyer must timely file a complaint along with the required filing fee (where applicable) with the applicable seed official and permit inspection of the crops or plants during the growing season.
Buyer must promptly send a copy of the complaint to Outstanding Seed by certified or registered mail.
Unless state law specifically requires otherwise, any arbitration will be held in Pittsburgh, Pennsylvania.
GENERAL
Any waiver by Outstanding Seed of any default by Buyer shall not be deemed to be a continuing waiver of such default or a waiver of any other default or of any of the terms and conditions hereunder.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, it shall be deemed amended the minimum amount necessary to permit its enforcement.
These terms and conditions constitute the entire agreement between Buyer and Outstanding Seed with regard to the products or sold hereunder, and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to such products or services.
The validity, performance and construction of these terms and conditions, and any disputes arising from or relating thereto any transaction governed by these terms and conditions, shall be governed by Pennsylvania law, without reference to conflict of law principles.
All disputes shall be subject to the exclusive jurisdiction of the state court of Beaver County, Pennsylvania (or, if there is exclusive federal jurisdiction, the U.S. District Court for the Western District of Pennsylvania, Pittsburgh Division), and Buyer consents to the personal and exclusive jurisdiction and venue of these courts.
The United Nations Convention on the Sale of Goods shall not apply to these terms and conditions.
