Terms and Conditions (New) – syngenta-wholesale-vegetables
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Terms and Conditions (New)

These 2023 Price List Terms and Conditions (“Price List Terms and Conditions”) are an integral part of the existing Sales and Distribution Agreement for Vegetables (the “Agreement”) between Syngenta Seeds, LLC (“Syngenta”) and each Dealer, and control if any conflict with the Agreement. All capitalized terms used in this document shall have the meaning given in these Price List Terms and Conditions. All capitalized terms not expressly defined in these Price List Terms and Conditions shall have the meanings given to them in the Agreement.

Definitions
• “KiloSeed” or “KS” is a unit of measure equal to 1,000 seeds.
• “Product” means the Syngenta branded vegetable seed set forth in this Price List, subject to availability.
• “Price List” means the price as it is listed in this price list (e.g., Dealer, Sugg. Retail, etc.).
• “Term” means the period this Price List is effective which shall begin January 1, 2023, and end December 31, 2023, subject to adjustment at Syngenta’s discretion.

Pricing
• Prices are expressed as United States Dollars ($).
• Syngenta shall supply a Price List to Dealer which corresponds to a specific market segment (i.e., Commercial, Greenhouse, Wholesale, etc.).
• Syngenta reserves the right to change the prices, discounts or terms at any time.
• The Price List shall not impose any minimum or maximum resale price and Dealer is free to establish pricing for the sale of Products to its Customers.
• Dealer agrees that Syngenta may round to the nearest penny any prices per KS or pound on the Price List.
• Syngenta may offer additional special promotions and pricing into the marketplace, in its sole discretion.
•Any additional charges/reductions listed in the “Option:” section of each crop heading will apply to the Dealer Price per KS or LB, depending upon the package base unit of measure.

Orders
• Dealer shall provide to Syngenta full information on all orders in writing as to preferred shipment date, package size, seed treatment, point of delivery, and transportation routing.
• Syngenta may accept or reject orders at its sole discretion.
• All orders are subject to availability and / or allocated delivery. Allocated delivery adjustments, if necessary, will be initially based upon contracted orders provided to Syngenta as of or prior to October 31, 2023. discretion. GROWING together

Shipments
• All shipments of Product from Syngenta within the continental United States will be shipped Ex Works Shipping Warehouse (as defined in Incoterms 2010), at which time, title and risk of loss for the Product passes to Dealer unless otherwise set forth in a specific program. Syngenta strongly advises Dealer to arrange for the appropriate insurance coverage for the shipment of the products. Syngenta is not liable and will not compensate Dealer for any damaged Products caused by Dealer’s carrier. While Syngenta may, at your request, assist Dealer with arranging for the shipment of the seeds, it is Dealer’s exclusive responsibly to ensure that the shipment is properly insured.
• Dealer agrees to pay a service charge of $100 on all shipments involving peas, beans, or sweet corn that are forwarded to third parties other than to Dealer.
• Syngenta reserves the right to hold shipments with an invoice value of less than $1,000 (Minimum Shipping Value). However, if Dealer requests shipment of an order that fails to meet the Minimum Shipping Value, Dealer agrees to pay Syngenta $100 for each such order shipped by Syngenta. Syngenta will not break the standard pack quantity for shipping. The minimum shipment per variety shall be the standard pack size for the variety ordered. During the Term Syngenta will permit Dealer up to two “no charge” exceptions per Sold-To account level to the Minimum Shipping Value requirement.
• Syngenta shall provide additional documentation required for shipments for sale or transfer outside of the USA at Syngenta’s reasonable cost and expense.

Payments
• Dealer shall pay invoices as set forth in Section 8 of the Agreement unless otherwise agreed upon by Syngenta.
• Outstanding amounts that are not paid timely in accordance with the relevant invoice shall automatically accrue interest at the lesser of (a) 1.5% per month (18% per annum) or (b) the maximum rate allowed by law, from and after the first date such outstanding amounts are past due. Interest shall continue to accrue until such time as all outstanding amounts, together with any accrued and unpaid interest is paid in full.

Quality
• Syngenta will make commercially reasonable efforts to accommodate specific requests related to Products ordered. However, if Dealer submits an order for Product, Dealer agrees to accept all allocations of seed lots that meet or exceed Syngenta quality standards for delivery, regardless of specific preferences or requests.

Returns
• No returns will be accepted and/or processed, unless Syngenta has previously and expressly approved it.
• Any and all returns requested by Dealer and approved by Syngenta are subject to a 25% service charge, based on the original invoiced value of the Products returned.

Audit
• Syngenta reserves the right to audit Dealer books and records, including but not limited to orders, invoices, reports and such other documentation as Syngenta or its designee may request in order to Dealer’s compliance with this Program and the Agreement. In the event Dealer fails to comply fully with any such audit or inspection, all such incentives and rebates under this Program shall be null and void, unless otherwise permitted in Syngenta’s sole, written discretion.