Article 1. Application of These General Terms and Conditions

       1. These general terms and conditions apply to each offer of Dutch Seed Centre LTD., hereinafter to be called the "Seller", and to each agreement between the Seller and the Buyer, unless expressly provided otherwise in writing.

       2. The application of any terms and conditions of the Buyer is expressly rejected.

Article 2. Definitions

       1. Product: seeds, planting material and/or other goods and/or agreed services.

       2. Processing: the treatment of the product, although not exclusively, to improve the sow ability and emergence and/or the protection against (spread of) pests and/or diseases.

Article 3. Offers and Acceptance

        1. All offers made by the Seller are without engagement and can be withdrawn at any time. The prices specified in an offer are exclusive of applicable sales tax.

        2. If the Buyer accepts an offer, the Seller nevertheless reserves the right to withdraw the offer within 3 working days after receipt of acceptance (either verbally or in writing), in which case no agreement is concluded between the parties.

        3. Written offers automatically expire if not accepted by the Buyer in writing within 24hours.

        4. An offer to the Buyer or a purchase agreement between the Seller and the Buyer does not imply and may not in any way be explained as a silent license (agreement) to the Buyer with regard to any intellectual property right to the offered or sold products.

Article 4. Ordering and Delivery

         1. If the quantity ordered in any order differs from the standard quantity applied by the Seller or a multiple thereof, the Seller will deliver the next highest quantity.

         2. The Seller will always act to the best of its ability in fulfilling its obligation to deliver.

         3. Fulfilment of the Seller’s obligation is also understood to mean delivery with a minor difference in size, packaging, number or weight.

         4. The Seller is permitted to make part shipments of the products sold. If the products are delivered in part shipments, the Seller has the right to invoice each shipment separately.

         5. Carriage takes place in accordance with the latest Incoterms.

         6. The Seller undertakes to deliver within a reasonable period, in accordance with the sowing season or planting season.

          7. An agreed delivery period will not be binding. In the event of late delivery, the Buyer must give the Seller notice of default in writing and grant a reasonable period in which the Seller may fulfil the agreement.

Article 5. Retention of Title

    1. The products delivered by the Seller and/or the products derived from the products delivered will remain the property of the Seller until the Buyer has paid the full purchase value. This retention of title also applies to any claims that the Seller may acquire against the Buyer due to the Buyer’s failure to fulfil one of its obligations towards the Seller.

    2. Products delivered by the Seller to which the retention of title pursuant to Paragraph 1 applies, may be resold, or used only in the normal course of business. If they are resold, the Buyer is obliged to demand retention of title from its own buyers, and Article 16 of these general terms and conditions will remain to apply.

    3. The Buyer is not permitted to pledge or otherwise encumber the products.

Article 6. Prices and Payment

     1. The Seller reserves the right to change its prices. Each new price listing will invalidate the preceding one regarding all orders placed after the issue of the new price list.

     2. Without the prior written permission from the Seller, the Buyer has under no circumstance the right to postpone payments or to set these off against invoice amounts to be paid by the Seller, irrespective of whether the Buyer sets off its claims due to assumed defects in the shipment or for any other reason.

Article 7. Use and Guarantee

      1. The Seller guarantees that the product delivered will comply to the best of the Seller’s ability with the relevant product specifications. However, the product specifications will not apply as a guarantee. The Seller furthermore does not guarantee that the product will comply with the purpose given to them by the Buyer.

      2. All information on quality provided by the Seller will exclusively be based on reproducible tests. The supplied quality information merely indicates the result as achieved by the Seller at the time when the test was performed, subject to the conditions under which such test was performed. No direct relationship may be assumed between the information provided and the results achieved by the Buyer. The results achieved by the Buyer depend, among other factors, on the location, climatic conditions and cultural practices.

       3. Any and all guarantees on the part of the Seller will lapse if the Buyer processes the products or has them processed, repackages the products or has them repackaged, or uses the products incorrectly.The products delivered by the Seller are intended for the production of plants and are neither in an unprocessed nor in a processed condition intended for human or animal consumption. The plants produced from the products in question may only be used for human or animal consumption if the plantshave been completely separated from the products delivered. The products delivered may not be used for the production of sprouting vegetables as the sprouting vegetables will be consumed together withthe seeds. The Seller is not liable for any substances and/or micro-organisms that are present on and/or in the seeds.

Article 8. Defects and Complaint Terms

1. The Buyer must inspect the products purchased upon delivery, or as soon as possible after delivery. In doing so the Buyer must check whether the products delivered comply with the agreement, i.e.:

• whether the correct products have been delivered.
• whether the quantity of the delivered products corresponds with the agreement.
• whether the delivered products meet the agreed quality requirements or - if none were agreed - the requirements that may be stipulated for normal use and/or trading purposes.

2. If visible defects or deficiencies are established, the Buyer must inform the Seller accordingly in writing within 3 working days after delivery, specifying the lot number, receipt details and/or invoice details.

3. The Buyer must report any non-visible defects to the Seller in writing within 3 working days after discovery, specifying the lot number, receipt details and/or invoice details.

4. Complaints must be described in such a manner that the Seller or a third party can verify them. For that purpose, the Buyer must also keep records regarding the use of the products and, in the event of resale of the products, with regard to its buyers. If the Buyer does not file a complaint within the aforesaid period, the complaint will not be dealt with, and rights will expire.

5. In the event of a continuing dispute between the parties regarding the germination, trueness to type, varietal purity, technical purity and health, an inspection will be performed, at the request of either party, by the Ministry Of Agriculture, Animal Industries and Fisheries(MAAIF). The inspection will be carried out on the basis of a sample taken from the stock of the Seller. In case a given lot is not in stock of the Seller anymore, the inspection will be carried out by Naktuinbouw (Netherlands Inspection Service for Horticulture), whose registered office is in Roelofarendsveen, the Netherlands, on the basis of a sample taken and retained by Bejo Zaden B.V., the Netherlands. The costs of such inspection shall be borne by the party to be found most at fault. This request must be submitted within 6 months after the first written report of the problem to the other party. The result of this inspection will be binding on both parties, without prejudice to the parties’ right to submit disputes on the consequences of this result to the institutes referred to in Article 15.

Article 9. Provision of Information

    1. Information provided by the Seller in any form whatsoever is without commitment. Descriptions, recommendations and illustrations in promotional publications such as websites, catalogues and brochures are based as closely as possible on experiences in tests and in practice and are intended for general information purposes only and not as an indication of quality and/or guarantee. The Seller in no event accepts any liability, however, based on such information for different results obtained in the cultivated product. The Buyer must determine whether the products are suitable for the intended horticultural crop and/or can be used under local conditions.

      2.  In the information provided by the Seller, the following meaning is given to the terms below:

                • 'Susceptibility': the inability of a plant variety to restrict the growth and development of a specified

pest/disease pathogen.

                • 'Resistance': the ability of a plant variety to restrict the growth and development of a specified pest/disease pathogen and/or the damage they cause when compared to susceptible plant varieties under similar conditions.

Resistant varieties may exhibit some disease symptoms or damage under heavy pest/disease pathogen or climate pressure.

Two levels of resistance are defined:

                 i. high resistance (HR): plant varieties that highly restrict the growth and development of the specified pest/disease pathogen under normal pest/disease pathogen pressure when compared to susceptible varieties.

                 ii. intermediate resistance (IR): plant varieties that restrict the growth and development of the specified pest/disease pathogen, but may exhibit a greater range of symptoms or damage compared to high resistant varieties.

It is to be noted that if a resistance is claimed in a plant variety it is limited to the specified biotypes, pathotypes, races or strains of the pest/disease pathogen.

If no biotypes, pathotypes, races or strains are specified in the resistance claim for the variety, it is because no generally accepted classification of the cited pest by biotype, pathotypes, race or strain exists. New biotypes, pathotypes, races or strains that may emerge are not covered by the original resistance claim.

        • 'Immunity': a plant variety is not subject to attack or infection by a specified pest/disease pathogen.

3. The Seller may at all times assume that the information and details provided by the Buyer to the Seller in the framework of the conclusion and performance of the agreement are correct and complete.

Article 10. Liability

1.  The Seller is not liable for damage as a result of any deficiency in the fulfilment of the agreement unless there is evidence of intent and/or gross negligence on the part of the Seller and/or its employees.
2.  The Seller is not liable for damage as a result of non-delivery or late delivery nor for failure to correctly specify the requirements , if as a result thereof the order cannot be delivered (on time).
3.  The Buyer is required to limit as much as possible the damage regarding the products delivered about which a complaint is filed against the Seller.
4. The Seller does not accept any liability for damage caused by seed and/or planting material that has not been multiplied and/or reproduced by or on behalf of the Seller.
5. If the Seller is liable based on one or more conditions, such liability will be limited to the order value of the delivered products; the Seller will by no means be liable for any form of consequential damage, lost sales or lost profit.
6. Any possible claim to compensation based on these terms and conditions will expire if no written claim was made to the Seller within one month after delivery of the products.

Article 11. Indemnification

The Buyer will indemnify the Seller against all actions and claims from third parties for damages (allegedly) caused by or otherwise related to any product delivered by the Seller, including actions and claims filed against the Seller in its capacity as a producer of goods pursuant to any regulation regarding product liability in whatever country, unless that damage is due to intent or gross negligence of the Seller and/or its employees.

Article 12. Reproduction and/or Multiplication Reservation

     1. The Buyer is not entitled to use the supplied products and/or derived components and/or derived plant material for further multiplication and/or reproduction of parent material. Nor is the Buyer permitted, without the explicit permission of the Seller, with respect to the (multiplied) products and/or components and/or derived plant material:

           I) to treat and/or use these for multiplication,

           II) to offer them for sale,

           III) to sell them,

           IV) to import or export them and/or

           V) to keep them in stock for any of these or similar purposes.

This includes all varieties essentially derived from a variety supplied by the Seller.

      2. In the case of the resale of the supplied products, the Buyer shall impose the above clause on its own buyers, under penalty of a fine for each infringement. The amount of the fine will not be less than the benefit obtained by the buyer.

Article 13. Use of Trademarks and Signs

The Buyer may not use trademarks and signs that are used by the Seller to distinguish its products from those of other legal entities/companies or use trademarks and signs that are not clearly distinguishable from those of the Seller without specific written permission. An exception applies to the trade in products in the original packaging of the Seller with the trademarks and signs placed on them by the Seller.

Article 14. Conversion

1. If any provision of these general terms and conditions is invalidated, that provision will automatically (by operation of law) be replaced by a valid provision that corresponds as closely as possible to the purport of the invalidated provision. The parties must, if necessary, enter into reasonable consultations on the text of that new provision.
2. In that case the other provisions of these general terms and conditions will remain fully valid in so far as possible.

Article 15. Settlement of Disputes

1. Unless the parties have agreed on arbitration in consultation, all disputes will be settled by the civil court that is competent in first instance in the place where the Seller has its registered office, unless another court is competent pursuant to the applicable mandatory rules of the law applicable by virtue of Article 16. The Seller will at any time have the right to summon the Buyer to the court that is competent by law or pursuant to the applicable international convention.
2. In the event of a dispute the parties will, however, first try to reach an amicable solution in consultation, or otherwise by means of mediation, before the parties submit the dispute to an arbitration tribunal or to the civil court.

Article 16. Applicable Law and Other Applicable Conditions

1. All agreements between the Seller and the Buyer are governed by the law of the Republic of Uganda.
2. The application of the ‘United Nations Convention on Contracts for the International Sale of Goods’ (Vienna Sales Convention (CISG)) is excluded.