General Conditions ofPlantum NL AVTO-1
Filed with the court registry of the Chamber of Commerce in Gouda on. Issued by  Plantum NL.
Clause 1 Area of application
1. These conditions apply to all sales, deliveries and/or processing, all in the broadest sense of the word, more particularly of vegetative material, again in the broadest sense of the word, by members of Plantum NL.2. Appeal can only be made to deviating conditions if the seller has expressly confirmed these in writing.3. Should there be any question of a conflict between the conditions made as referred to in the previous paragraph of this article and the conditions in the General Conditions of Plantum NL, the General Conditions of Plantum NL are to take precedence.
Clause 2 Description of concepts
1. The concept "seller" is also taken to mean the individual who accepts an order for processing.   The concept "buyer" is also taken to mean the individual who supplies or has supplied vegetative material for processing purposes.
Clause 3 Tenders/agreement/cultivation failures
1. Tenders are without obligation.2. The seller is only bound by a written order of confirmation given by it.  Orders that are accepted by intermediaries (e.g. agents or representatives) in the name of the seller are only binding on the seller should the seller himself have confirmed the order in writing.  The aforementioned also applies to any deviating stipulations.3. Orders for vegetative material, which has not developed fully at the time of the sale, are accepted on the reservation of the usual average growth of good healthy vegetative material of good appearance.Complete or partial failure of the crop or complete or partial decay during storage for whatever reason dismisses the seller from his duty to deliver and from his further obligations unless such is due to the gross negligence of the seller. Article 7 applies.  In addition the seller is entitled to ensure delivery of substitute material.  Such substitute material is to be made available on the same conditions as those originally agreed.4. Should the delivery of the variety ordered not be possible for whatever reason the seller is entitled to supply a variety that is as similar as possible or to cancel the order if the variety ordered cannot be delivered or should the buyer not accept another variety;  the seller will make every effort to supply another variety.5.  The following are not due to the negligence of the seller:- Damage arising from products of whatever kind delivered to the seller such as for example seed, potting compost, rockwool, dye, etc.- Damage due to force majeure, such as diseases and pests, war, strikes, danger of war, fire, water, frost and storm, occupation of business premises, crop failure, disturbances in growth, failure of the energy supply, machinery defects, lighting damage, all both in the company of the seller or of third parties which act as suppliers.- In general all circumstances falling outside the direct influence of the seller whereby it is no longer reasonable to demand compliance with the agreement.

Clause 4 Payment
1. The seller has the right to claim from the buyer an advance payment of 50% of the invoice amount.2. The dispatch of delivered plant and/or cutting material is to be effected cash on delivery.  Payment is to be made in cash both in the case of the delivery being undertaken by the seller with his own transport or when the buyer collects the vegetative material.3. Should payment not occur within 30 days of delivery (or of the date of the invoice should this be earlier), the buyer is liable, without any further serving of notices being required to pay 1 % interest per month on the outstanding amount, which interest is to be calculated from the date of delivery or from the invoice date, whichever is the earlier.4. On payment not being made on time the buyer is liable for all the collection charges made by the seller including the secretarial costs of Plantum NL.The extra-judicial charges, with the exclusion of the secretarial costs referred to above amount to 20% of the invoice amount increased by the interest due and excluding V.A.T..5. All prices are exclusive of V.A.T., package costs, import duties, other taxes and levies and the costs of loading and unloading, transport, insurance, quality control, testing and botanical health inspection, which costs are to be for the account of the buyer unless agreed otherwise in writing.Should no price have been agreed the current price of the seller at the time of the delivery is to apply.The seller is entitled to adjust the price to a fair and reasonable extent to a level determined by it, should the costs have risen considerably since the previous determination of the price. 6. Payment is to be made in the currency indicated on the invoice and if such is not the case in Dutch guilders.  The seller is entitled to charge the currency fluctuations to the buyer.  7. All payments are to be made at the office of the seller or by means of deposit or remittance to the account indicated by the seller.8. The buyer is not authorised to reduce the price to be paid by any amount due to any counter claim by it, or to adjust or otherwise postpone remittance of the price.9. The seller reserves the right not to fulfil orders if the previous deliveries have not been paid by the buyer, or should the buyer otherwise not have complied with its responsibilities in any way towards the seller or should there be any threat of such non-compliance.
Clause 5 Dispatch/delivery
1. Should no agreements have been made between the buyer and seller concerning the dispatch, the seller is entitled to dispatch the goods in the manner, which suits him best.  Dispatch is to occur entirely at the risk of the buyer.  Any transport insurance costs are for the account of the buyer. 2. Should the buyer provide transport itself the buyer is to check the goods and to make any complaints concerning the delivery at the time of delivery and any complaints are to be stated on the delivery note.  The seller is to be informed of such in writing without delay.3. Should no period of delivery have been agreed the delivery is to take place within a reasonable period of the conclusion of the purchase agreement.  The seller is to determine the time of delivery in such case.4. The seller is to determine the delivery date after consultation with the buyer.  Should a delivery date have been agreed, the seller is to make every attempt to observe such date of delivery.  Should the seller not be able to deliver on the agreed date it is to inform the buyer of such in advance.  The seller is to fix the date of delivery in consultation with the buyer.  All liability for the delayed delivery is hereby excluded, unless any date of delivery finally determined by the seller in accordance with this article is exceeded by more than 7 days. 

Clause 6 Purchase before or after the date of delivery
1. Should the buyer take delivery of the vegetative material ordered before the date of delivery stated in Clause 5 any risk arising therefrom is entirely for the account of the buyer.2. Should the buyer take delivery of the vegetative material ordered or intend to take delivery of such after the period determined by the seller as mentioned in Clause 5 the risk of any possible loss of quality due to prolonged storage is entirely for the account of the buyer.3. Should more than 7 days have elapsed after the date fixed for delivery in accordance with Clause 5 without the delivery having taken place the seller is entitled should it so desire to assume that the order has been cancelled by the buyer. 
Clause 7 Cancelling
1. Should the buyer cancel the order for whatever reason, the buyer remains obliged to pay the agreed purchase sum.  The only exception to this is if the crop has failed due to the gross negligence of the seller.2. Should the order have to be cancelled by the seller due to crop failure the seller is entitled to charge the buyer for the cultivation costs made by the seller for the reasons mentioned in Clause 3 section 5.
Clause 8 Wrapping/packaging
1. The seller is entitled to charge for one-off packaging at cost price.2. All wrapping and packaging, with the exclusion of one-off packaging, remain the property of the seller; the seller is entitled to charge a deposit for such.3. Immediately after planting has taken place the buyer is obliged to return any wrapping and packaging to the seller for its own account and in a good condition.  Should it have been agreed that the seller is to collect the wrapping and packaging the buyer is to ensure that the wrapping and packaging remain in good order until the time of collection and are stored in such a manner that the seller is able to collect such normally.4. The buyer is not entitled to retain the wrapping and packaging for its own use or for the use of third parties. Clause 9 Complaints and claims
1. Complaints concerning visible deficiencies, among which the amount, size or weight of the products delivered are to be notified to the seller not later than two days after delivery and the seller is to be informed in writing of such within eight days.2. Complaints concerning non-visible defects (including variety authenticity) are to be made to the seller immediately (and in any case within 2 days) after ascertaining the same, and in addition a written notification is to be sent to the seller within 8 days.3. In addition, the seller is to be informed about complaints in such time as to enable the seller to investigate the vegetative material.4. The making of complaints does not postpone the obligation to pay, irrespective of any validity of the complaint.5.  The buyer is only entitled to claim compensation should Clause 6 not apply, and only when crop failure is due to the quality of the vegetative material supplied by the seller and the seller can be accused of gross negligence concerning the quality.6.  The compensation to be paid by the seller for the damage suffered by the buyer for whatever reason (including failure to deliver, delayed delivery or a delivery not made properly) may never exceed the amount of the purchase price. On partial failure of the harvest the compensation payable by the seller for the damage suffered by the buyer is never to surpass a percentage of the amount of the purchase price, which percentage is equal to that part of the harvest that has failed.The buyer is not allowed to compensate claims and no rights result from claims for non-payment of the invoice amount or payment of the invoice amount not made on time.
Clause 10 Ownership reservations/standing security by the buyer
1.  The seller remains the owner of the vegetative material supplied by it and remains or will become the owner of the products created from the vegetative material until the agreed price has been entirely settled by the buyer and until the buyer has fulfilled completely all its further obligations towards the seller of any nature whatsoever.2.  That stated above in section 1 remains in force irrespective of the manner in which the delivered vegetative material or the products created from such have been planted and/or have been connected to a culture medium and/or a substrate.3.  Should there be any reasonable grounds for doubt on the part of the seller concerning the ability of the buyer to pay, the seller is entitled to postpone his actions until the buyer has given it security for payment, or to terminate the agreement by cancellation if the buyer has not given security for payment within 14 days after being summoned to do so, all without prejudice to that stated in Clause 4 section 1.4.  In both the above cases the buyer is liable for the costs to be made by the seller.
Clause 11 Advice
1.  Advice and information will always be given according to the best of knowledge and ability, but without the seller being liable to any degree.
Clause 12 The plant breeders legal or contractual protection of original varieties
1.  Without prejudice to that determined in the law of The Netherlands on seed and plant material and the patent laws concerning the plant breeders legal or contractual protection of varieties that determined in the following sections of this clause is applicable, to the extent that no other conditions have been made in writing in a licence contract.2.  Vegetative material of varieties which are protected by plant breeders rights, patent law or otherwise by a perpetual clause may not be used for plant breeding.3.  The products arising from the vegetative material supplied by the buyer may only be sold by the buyer under the relevant (variety) name and a possible trade name, unless the normal marketing methods make this impossible in certain cases.4.  Should the buyer discover a mutation in a variety it is then obliged to inform the seller of the same immediately by registered mail.5.  The buyer if so requested, is obliged to make the mutation available to the seller for testing purposes free of charge and as soon as possible after the discovery thereof.  Should the buyer retain the mutation, the seller has the right to request the material of the mutation for two years after it has been informed in writing by the buyer about the discovery of the mutation and the buyer is obliged to make the material available to it free of charge.6.  Should the buyer wish to commence exploiting the mutation independently as a separate variety the buyer is to give priority to the seller to participate in exploiting the variety (namely commercial breeding and trading of the cultivation material).7.  Should the buyer wish to sell the mutation as a separate variety the seller has the right of preference in respect to the rights on the mutation, which should be offered to it on reasonable conditions.8.  The buyer is to give access to the seller at all times if so requested to that part of his premises where the matters delivered are to be found, in order among other matters to be able to check the use of such and also to be able to give advice on the breeding and to be able to discover sports or mutations.9.  The buyer is to indemnify the seller for all damage arising from the violation of the plant breeders rights or other industrial property rights and/or perpetual clauses by the seller within the framework of actions made in execution of the assignment.10. The buyer is bound to give all assistance desired by the seller, including assistance in collecting evidence, should the seller become involved in proceedings pertaining to plant breeders rights or other industrial property rights.
Clause 13
1.  The Law of The Netherlands is applicable to all agreements covered by these conditions.2.  Any disputes arising from or in connection with these agreements is to be judged in the first instance by the competent judge in Rotterdam.