GTC

General Terms and Conditions of Sale and Delivery of Seed in accordance with the Seed Marketing Act with the exception of seed potatoes and sugar beet seed (AVLB Saatgut)

1. General

1.1 The following terms and conditions shall apply to all offers, deliveries and related legal transactions involving seed (with the exception of seed potatoes and sugar beet seed) in accordance with the German Seed Marketing Act.

1.2 These terms and conditions shall only apply to farmers and other entrepreneurs within the meaning of § 14 BGB (German Civil Code).

1.3 The AVLB Saatgut shall be recognized by the Buyer at the latest upon receipt of the first delivery and shall apply for the entire duration of the business relationship. This shall not apply if the Buyer has not had the opportunity to take note of the content of the GCSD before the first contract is concluded.

1.4 The contractual partner shall be notified of any amendments to these terms and conditions in text form. The amendments shall be deemed approved if the contractual partner does not object in text form within six weeks of notification. The user shall specifically point out this legal consequence to the contractual partner when announcing the amendments.

1.5 Terms and conditions of the Buyer deviating from the GTSD Seed as well as other agreements such as guarantees, amendments and collateral agreements shall only be effective if the Seller expressly agrees to the terms and conditions or agreements in question.

1.6 Insofar as legal transactions are concluded verbally or by telephone subject to written confirmation, the content of the letter of confirmation shall be deemed agreed unless the recipient objects immediately. This legal consequence shall be pointed out in the letter of confirmation.

2. Quality agreement; genetic registrations

2.1 The agreed quality of the seed pursuant to Section 434 (1) sentence 1 BGB is exclusively the following:

• the seed corresponds to the species and variety;
• seed produced in Germany meets the requirements of Annex 3 of the Ordinance on the Marketing of Seeds of Agricultural Crops and Vegetable Seeds of 21 January 1986, as amended; seed produced in other countries meets the requirements of the corresponding EU Seed Directive.

2.2 Unless expressly agreed otherwise, the varieties whose seed is supplied for sowing are varieties that are not subject to the regulatory requirements of genetic engineering law1 . In the production of these seeds, methods have been used to prevent the unintended presence of genetically modified organisms (GMOs) subject to regulation. The seeds are propagated in the field under natural conditions with free pollen flow.

It is therefore not possible to completely exclude the accidental presence of GMOs and to ensure that the seed supplied is free from any traces of GMOs.

2.3 Unless otherwise agreed, the following applies: The seller supplies seeds for the production of plants. The delivered seeds are not intended for human or animal consumption, neither in processed nor in unprocessed condition. Plants growing from the seed supplied may only be used as food and/or animal feed after complete separation from the seed delivered as seed. In particular, the seed supplied may not be used to produce sprouts in which the sprout and seed are consumed as a unit. The seller shall not be liable for substances and/or microorganisms that are not relevant under seed law and that affect 2 or in the delivered seeds, unless a specific treatment of the seeds with microorganisms and/or micronutrients has been agreed separately.

2.4 You can find the eco-certificate here.

3. Treatment of the seed

3.1 Seed that is usually dressed or subjected to other chemical, special physical or comparable treatment shall be delivered in a correspondingly treated form, unless otherwise agreed.

3.2 If the Buyer wishes to invoke a defect in the delivered goods after an initial or additional pickling or other treatment carried out by him or on his behalf, he must provide suitable evidence that the defect already existed before the initial or additional pickling or other treatment carried out by him or the third party. Suitable evidence shall include, in particular, a security sample taken before the pickling in accordance with clause 8.2.

4. Delivery and delivery dates

4.1 If a delivery date or a delivery period has been agreed, the Buyer shall inform the Seller, without being requested to do so, no later than five working days before the date or the beginning of the period, at which place the delivery is to be made (‘dispatch order’). If the dispatch order does not arrive on time, the seller may withdraw from the contract and demand compensation instead of performance if he has set the buyer a grace period of at least three working days and has not received a dispatch order within this grace period. Delivery dates and delivery periods shall be extended by the duration of the grace period. The same shall apply if, contrary to the agreement, the dispatch order only concerns part of the delivery with regard to the part not ordered.

4.2 If the delivery period is determined only by the time at which the dispatch order is received by the Seller, then in case of doubt prompt delivery in accordance with Clause 4.4 shall be deemed agreed.

4.3 If it has been agreed that the Buyer must issue the dispatch order on a specific date or within a specific period, the provisions of Clause 4.1 shall apply with the exception of the first sentence. In the absence of such an agreement, the Seller shall set the Buyer a reasonable time limit for the issue of the dispatch order; in this case the provisions of Clause 4.1 shall apply with the exception of the first sentence.

4.4 Unless otherwise agreed, delivery shall be made at the clause:

• ‘Immediately’, within five working days of receipt of the dispatch order;
• ‘Prompt’, within ten working days of receipt of the dispatch order;
• ‘Beginning of a month’, in the period from the 1st to the 10th inclusive;
• ‘Middle of a month’, in the period from the 11th to the 20th inclusive;
• ‘End of a month’, in the period from the 21st to the end of the month;
• ‘In time for sowing’, at the earliest within five working days of receipt of the dispatch order.

4.5 If an approximate delivery is agreed, a deviation in the delivery quantity of up to five per cent of the quantity specified in the contract is in accordance with the contract. In the event of such a deviation, the total purchase price to be paid shall be calculated in accordance with the quantity deviation.

4.6 The Buyer is obliged to accept partial deliveries unless this is unreasonable for him in individual cases.

4.7 If the Seller fails to deliver on time or within the agreed period, the Buyer shall grant the Seller a grace period of at least three working days to perform. Section

4.6 shall apply accordingly. If the Seller does not deliver within the grace period or does not deliver in accordance with the contract, the Buyer may the Buyer may withdraw from the contract and, if the Seller is responsible for the breach of duty, demand compensation instead of performance.

4.8 If the Seller has only effected partial performance despite a reasonable deadline for subsequent fulfilment, Clause 4.7 sentence 3 shall apply accordingly with regard to the partial performance not effected. However, the buyer may only withdraw from the entire contract and demand compensation instead of performance if he has no interest in the partial performance.

4.9 The Buyer may not withdraw from the contract and demand compensation instead of performance if the Seller has delivered up to five per cent too little of the quantity specified in the contract; in this respect, any breach of duty by the Seller is irrelevant. In the case of an approximate delivery in accordance with clause 4.5, sentence 1 shall apply if the seller has delivered up to ten per cent too little of the approximate quantity specified in the contract. The remaining statutory warranty claims remain unaffected.

4.10 In the case of sales subject to the possibility of delivery, the Seller shall not assume the procurement risk. The seller is under no obligation to deliver if it is impossible for the seller to deliver the goods for legal or factual reasons. This is particularly the case if- the upstream supplier with whom the seller has concluded a legal transaction in order to fulfil his delivery obligation to the buyer does not fulfil his obligation to supply the seller correctly and on time;- the competent recognition authority refuses to recognise the delivery;- delivery from own propagation has been expressly or tacitly agreed and the goods from own propagation have been used up. In such cases, the Seller’s obligation to pay damages for non-delivery shall be governed by clause 9.

5. Dispatch

Unless the parties agree otherwise, the Seller shall determine the method of despatch of the goods and the loading point for the goods.

6. Payment

6.1 The place of fulfilment for payments is the Seller’s place of business.

6.2 Unless otherwise agreed, payment shall be due without any deduction immediately after receipt of the seeds and invoice and shall be paid within 14 days of receipt of the invoice. The statutory provisions of § 286 BGB2 shall apply to default.

6.3 The Seller shall only be obliged to accept bills of exchange if this has been expressly agreed. Bills of exchange and cheques shall in any case only be accepted on account of payment, so that the purchase price claim shall only expire upon payment of the amount stated in the bill of exchange or cheque and only in this amount.

6.4 If the Seller becomes aware of a significant deterioration in the Buyer’s financial circumstances or ability to pay, the Seller shall be authorised to declare all claims arising from the business relationship, including deferred claims and those arising from bills of exchange, due immediately and to make further deliveries dependent on advance payment or the provision of security. If a deadline has been set for this advance payment, the Seller shall be entitled to withdraw from the contract and demand compensation in lieu of performance if the deadline expires to no avail.

6.5 Offsetting against claims of the seller is only permitted with undisputed or legally binding claims.Legally binding established counterclaims admissible. The assertion of rights of retention that are not based on the same contractual relationship is excluded.

7. Notice of defects

7.1 If the buyer is a merchant, he must inspect the seed immediately, at the latest within two working days of delivery. If the seed is purchased in closed containers for the purpose of resale, the obligation to inspect shall only apply if the container is opened or if there are recognisable signs, for example on the packaging, which indicate a defect in the seed.

7.2 If the Buyer is a merchant, he must notify the Seller of obvious defects in the seed immediately, at the latest within three working days of delivery. Non-obvious defects must also be reported to the Seller by the Buyer, who is a merchant, without delay, at the latest within two working days of becoming aware of them. The date of receipt of the complaint by the Seller shall be decisive. The Seller may require the Buyer to give notice of defects in writing, in which case the periods in sentences 1 and 2 shall be extended to five working days, whereby receipt of the notice of defects by the Seller shall be decisive.

7.3 If the Buyer is an entrepreneur but not a merchant, the deadlines specified in 7.1 and 7.2 shall be extended by two working days in each case.

8. Drawing of samples, obtaining an expert opinion

8.1 If the buyer discovers a defect after delivery which he wishes to invoke, he must immediately have an average sample drawn from the delivery in accordance with 8.2, provided that seed is still available. It is not necessary to draw an average sample if the seller has recognised the defect.

8.2 The average sample must be taken and formed in accordance with the sampling regulations of the Verband Deutscher Landwirtschaftlicher Untersuchungs- und Forschungsanstalten by a person appointed or authorised to do so by a chamber of agriculture, a chamber of industry and commerce or a competent authority. Three equal subsamples are to be formed from the average sample. One partial sample is to be sent immediately to one of the seed testing centres (see attached list) for testing, the second partial sample is to be sent to the seller and the third partial sample remains with the buyer. If one of the parties disputes the examination result of the seed testing centre called upon, the partial sample remaining with that party shall be sent without delay to another seed testing centre not yet involved in the examination, which shall be designated by the seed certification authority responsible for the buyer under national law, for examination. The findings of the second seed testing centre shall be binding on both parties if they agree with the findings of the first seed testing centre. If the findings do not agree, the remaining partial sample shall be sent immediately for examination to another seed testing centre not yet involved in the examination, which in turn shall be designated by the seed certification authority responsible for the buyer in accordance with national law. The findings of the third seed testing centre are binding for both parties if they agree with one of the findings of the seed testing centres previously involved. If there is no such agreement, the mean value from the three tests shall be deemed to be the established result.

8.3 If no more seed is available and the seller of the seed does not immediately recognise a notice of defects from the buyer, an inspection of the growth shall be carried out immediately by a suitable expert, to which the seller and buyer shall be invited. The expert shall be appointed by the seed certification authority responsible under state law in whose area the inspection is to take place. The aim of the inspection by the expert is to establish the facts and determine the possible causes of the material defect. This provision shall not apply if the seed has been purchased for the purpose of resale.

9. Claims for defects and liability

9.1 The Seller shall only be obliged to pay damages for breach of duty in the event of intent and gross negligence, unless the Seller causes injury to life, limb or health of the Customer.

Buyer or an essential contractual obligation, the fulfilment of which is indispensable for achieving the purpose of the contract.

9.2 In the event of material defects for which the Seller is liable, the Seller shall, at its discretion, either repair or replace the goods. Only if the repair or replacement delivery has failed can the Buyer reduce the price or withdraw from the contract and, if the Seller is guilty of intent or gross negligence, demand compensation instead of delivery. Sentence 2 shall not apply if the existence of the material defect constitutes a material breach of contract and the fulfilment of this contractual obligation is indispensable for achieving the purpose of the contract.

9.3 Claims for defects and claims due to breaches of duty that do not concern material defects or defects of title shall become time-barred one year after delivery of the seed. This does not apply in the cases of § 309 No. 7 a and b BGB. § Section 438 paragraph 3 BGB remains unaffected.

9.4 Claims for damages due to negligent breach of essential contractual obligations are limited to the foreseeable damage typical for the contract.

9.5 Insofar as liability is excluded or limited, this shall also apply to the personal liability of the Seller’s employees, staff, representatives and vicarious agents.

10. Duty to minimise damages

10.1 The Buyer must take all reasonable measures to minimise the damage. If the damage could have been averted or minimised if the defect had been reported as soon as it became apparent, this shall also be taken into account when calculating the compensation.

11. Retention of title, transfer by way of security

11.1 All goods delivered by the Seller to the Buyer shall remain the property of the Seller until all claims arising from the business relationship with the Buyer have been settled (goods subject to retention of title). This shall also apply if some or all of the Seller’s claims have been included in a current account and the balance has been struck and recognised. This also applies to claims from cheques and bills of exchange that have been established in connection with the business relationship.

11.2 The Buyer shall not acquire ownership through any treatment or processing of the reserved goods in accordance with 12.1, as the Buyer undertakes this for the Seller without any obligations arising for the Seller. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to the Seller, the Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the Buyer acquires sole ownership of the new item, the Seller and the Buyer agree that the Buyer shall grant the Seller co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall store them for the Seller free of charge.

11.3 The Buyer may only resell or use the reserved goods for sowing in the ordinary course of business.

11.4 The growth from the seed supplied by the Seller shall be assigned to the Seller as security upon its separation from the land until all claims arising from the business relationship have been settled in full and shall be kept in safe custody by the Seller free of charge.

11.5 All claims of the Buyer arising from a resale of the reserved goods are assigned to the Seller at the time of the conclusion of the contract to secure all claims of the Seller arising from the business relationship. The Buyer is authorised to collect these claims for the Seller’s account until revoked by the Seller. The seller’s authorisation to collect the collect the claims itself shall remain unaffected by this. However, the Seller undertakes not to collect the claims as long as the Buyer duly fulfils its payment and other obligations.

11.6 The Buyer is obliged to insure the goods subject to retention of title appropriately at his own expense, insofar as this is customary, and to notify the Seller immediately of any damage. In this respect, claims arising from the insurance contract are assigned to the Seller in advance until all claims arising from the business relationship have been.

12. Use of the seed

12.1 The Buyer undertakes to use the seeds only for their intended purpose. In particular, the Buyer may not use the seeds for the production of propagating material without the prior written authorisation of the respective holder of the plant variety right, the granting of which is at the discretion of the holder of the plant variety right. Conflicting provisions of the German Plant Variety Protection Act and the European Plant Variety Protection Regulation, in particular with regard to the so-called farmer’s privilege for reproduction on his own farm, shall remain unaffected by this.

12.2 If the Buyer breaches an obligation under Clause 12.1, he shall, at the request of the Seller or the holder of the plant variety right, pay the holder of the plant variety right a contractual penalty in the amount of three times the purchase price of the seeds. This shall not affect the Buyer’s obligation to pay further damages.

13. Disputes

13.1 If the parties to the purchase contract are merchants, all disputes arising from or in connection with the purchase contract shall be settled by a court of arbitration for seed disputes or an ordinary court, at the option of the claimant. The arbitration tribunals for seed disputes shall be publicised on the respective BDP, DRV and BVO websites.

13.2 The competent arbitration court for seed disputes or ordinary court for the place of business of the opposing party shall have jurisdiction, unless the parties agree otherwise.

13.3 The arbitration proceedings shall be governed by the rules of procedure of the competent arbitration court.

14. Miscellaneous

Should one or more provisions of these AVLB Saatgut be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the parties shall agree on a valid and enforceable provision that comes closest to the economic interests of both parties. The same applies in the event that there is an unintended omission in the AVLB Saatgut.

¹ Regulatory requirements of genetic engineering law means the regulatory requirements of Directive 2001/18/EC, Regulation (EC) No. 1829/2003, Regulation (EC) No. 1830/2003 and the Act on the Regulation of Genetic Engineering (GenTG) and the Act on the Implementation of Regulations of the European Community or the European Union in the Field of Genetic Engineering and on the Labelling of Foodstuffs Produced without the Use of Genetic Engineering Techniques (EGGenTDurchfG) as well as other ancillary provisions.

² § 286 BGB: Default by the debtor

(1) If the debtor fails to pay in response to a reminder issued by the creditor after the due date, the debtor shall be in default as a result of the reminder. The issuing of a reminder is equivalent to the filing of an action for performance and the service of a reminder notice in the dunning procedure.

(2) A reminder is not required if

• a calendar date has been set for performance,
• the performance must be preceded by an event and a reasonable time for the performance is determined in such a way that it can be calculated from the event according to the calendar,
• the debtor seriously and definitively refuses performance,
• the immediate occurrence of default is justified for special reasons, taking into account the interests of both parties.

(3) The debtor of a claim for payment shall be in default at the latest if he fails to pay within 30 days of the due date and receipt of an invoice or equivalent payment schedule; this shall only apply to a debtor who is a consumer if special reference has been made to these consequences in the invoice or payment schedule. If the time of receipt of the invoice or payment schedule is uncertain, the debtor who is not a consumer shall be in default no later than 30 days after the due date and receipt of the consideration.

(4) The debtor shall not be in default as long as performance is not rendered as a result of circumstances for which he is not responsible. (5) Section 271a (1) to (5) shall apply mutatis mutandis to any agreement on the occurrence of default that deviates from subsections (1) to (3).

Status: 05/09/2025

MOREAU GENETICS GmbH
Rott 3, 48351 Everswinkel