PanDia Terms and Conditions

1.PANDIA agrees to deliver the quantities of the seed herein contracted for; and PANDIA agrees to deliver as soon as possible after receipt by PANDIA, such seed EXW PanDia Warehouse Ventura, CA, Carrier PanDia Selected, INCOTERMS 2010, unless otherwise specified in writing, standard bulk packaging included. Special containers or packaging are delivered at market value and are non-refundable. Such seeds shall be properly cleaned for seeding purposes, reasonably free of foreign materials, which are distinguishable by visual inspection alone, and shall conform to Federal and State labeling and germination laws.

2.Unless otherwise agreed in writing, CUSTOMER agrees to make payment in U.S. funds according to terms set forth on the front of this Contract/Invoice, and CUSTOMER further agrees to pay finance charges on accounts not paid by due date. If at any time during the pendency of this Contract, PANDIA determines that CUSTOMER is a poor credit risk, PANDIA may make a written demand that CUSTOMER within twenty (20) days thereafter, either provide security for CUSTOMER’s performance satisfactory to PANDIA, or pay the Contract price, plus expenses. It is agreed that the failure of CUSTOMER to provide such security or make such payment is substantial breach of this agreement which, along with any other legally available remedies, will at PANDIA’s option, relieve PANDIA of any further obligation to perform. All contracts, orders, and shipments are subject to approval of credit.

3.When stock seed is supplied by the CUSTOMER to PANDIA, PANDIA’s only obligation is to plant a sufficient acreage and to give the crop sufficient care and attention to produce, under normal conditions, the quantity contracted. CUSTOMER accepts all responsibility for the seed supplied and PANDIA shall have no liability therefrom. Rogueing in excess of normal will be charged at cost by PANDIA to CUSTOMER. In event CUSTOMER requests destruction of the crop, CUSTOMER will pay PANDIA an amount equal to all expenses, including land rental, incurred to date of the destruction, plus ten percent.

4.All contract prices are EXW PanDia Warehouse Ventura, CA, Carrier PanDia Selected, INCOTERMS 2010, unless otherwise specified in writing and agreed by PANDIA. PANDIA’s obligations are completed and risk and title passes to CUSTOMER when PANDIA makes the merchandise available for pickup at the PANDIA Warehouse. The CUSTOMER at this time assumes risk of loss and ownership and the Invoice becomes due and payable. Any term used on the invoice for valuation for Customs purposes is not a reference to an INCOTERM. Buyer pays for all freight charges from the PanDia warehouse to end location. PanDia requires insurance on all outgoing shipments and will select insurance coverage and carriers and charge all costs to Buyer. Buyer is responsible for clearing the goods for both export and import, but PanDia will provide, solely as a service to Buyer and at Buyer’s sole cost and expense, Phytosanitary Certificates, Certificates of Origin, laboratory tests, and/or other required export/ import documentation as stated on Buyer’s import permit. PanDia will provide Buyer with an estimate of the costs and service fees for such documentation and services upon request by Buyer, and Buyer will promptly remit payment to PanDia upon presentation of an invoice with the charges (collectively, the “Import/Export Service Charges”). Should there be time delays outside of PanDia’s control (such as laboratory or documentation receipt delays) that require the reissuance of import or other permits by Buyer or PanDia, Buyer shall remain liable for any previously incurred or contracted for Import/Export Service Charges, and for obtaining any necessary reissuance. Import/Export Service Charges may include handling and other charges and fees of PanDia, in addition to the actual costs of documentation and tests. PLEASE NOTE: Import/Export Service Charges may be incurred for sample and other free or minimal cost shipments if such service are required and costs are incurred. CUSTOMER’s claim for shortage of deliveries must be made to PANDIA within seven (7) days after actual receipt of shipment and any germination claims must be made in writing to PANDIA within thirty (30) days after actual receipt of shipment.

5.If the production of varieties covered by Contract is prevented by any condition existing from a State of War, Governmental Act or Order, or by an Act of God, PANDIA shall not be liable therefore. If the cost of producing, processing or merchandising the within mentioned goods be increased directly or indirectly because of the effect of any of the above-mentioned causes on production, such increase shall be paid by the CUSTOMER to PANDIA.

6.If the production of any variety covered by Contract is prevented by any condition existing from a State of War, Government Act or Order, or by an Act of God, such variety will be subject to pro-rata delivery based upon
actual production.

7.If the cost of producing, processing or merchandising the seed covered by the Contract is increased by labor costs, strikes, or by PANDIA’s payment of fees or taxes (other than income taxes) or by increased services to comply with Federal or State Laws or Regulations or the requirements of any Governmental entity enacted or promulgated subsequent to the date of the Contract, such increases shall be paid by the CUSTOMER to PANDIA.

8. All sales made by our salespeople or other agents are subject to confirmation in writing by PANDIA. It is agreed that this Contract is made in, and to be performed in Ventura, Ventura County, California, U.S.A. It is further agreed that the forum for any litigation arising out of this Contract shall be in the County of Ventura, State of California, and that the laws of the State of California shall govern the rights, duties, obligation, performance, enforcement, and substantive and procedural issues arising out of this Contract. In the event of litigation arising out of performance or non-performance of this Contract, the prevailing party shall be entitled to recover reasonable attorney’s fees in addition to any other award.

9. By execution of this Contract, CUSTOMER and PANDIA rescind and revoke any special agreements heretofore entered into with employees, distributors, dealers or other agents of PANDIA, and CUSTOMER waives reliance on any representation of such employees, distributors, dealers or agents, unless such special agreements or representations are set forth in writing on this Contract and signed by PANDIA.

10. PRO RATA SHIPMENT (Applies primarily to advance crop orders for seeds) PANDIA’S agreement herein is based upon the expectation of a normal crop from PANDIA’S plantings in the current planting season and/or upon seeds previously grown by or for PANDIA and now on hand. It is agreed that in case of partial or total failure of any or all crops planted or caused to be planted by PANDIA for the purpose of producing the varieties of seeds named in this agreement, or, in case of damage to, or destruction of, PANDIA’S stock seed before planting, the products of such plantings, or any seeds of the varieties named in this agreement, now on hand and to be delivered under this agreement, through fire, accident, or otherwise, PANDIA shall be obligated to deliver proportional quantities only, and, in any event, PANDIA shall have the right to reserve its stock seed.

WARRANTY AND LIMITATION OF WARRANTY

PANDIA, warrants that the seed in this package/can is labeled as required by law and will conform to the label. PANDIA MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. There is no assurance of seed or crop performance or freedom from disease (even if seed borne).

LIMITATION OF LIABILITY

THE EXCLUSIVE REMEDY FOR LOSS OR DAMAGE ARISING OUT OF THE SEED IS LIMITED TO RETURN OF THE PURCHASE PRICE OF THE SEED and CUSTOMER MAY NOT RECOVER FROM PANDIA ANY OTHER DAMAGE, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, claimed under any legal theory, including breach of contract, tort, strict product liability or breach of statute.

ARBITRATION OF SEED CLAIMS

NOTICE: Farmers/Seedsmen in Alabama, Arkansas, California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Minnesota, Mississippi, North Dakota, South Carolina, South Dakota, Texas and Washington – ARBITRATION/CONCILIATION/MEDIATION REQUIRED BY MANY STATES: The seed laws of several states including Alabama, Arkansas ,California , Colorado , Florida , Georgia , Idaho , Illinois ,Indiana , Minnesota , Mississippi , North Dakota , South Carolina (Section 46-21- 260) South Dakota ,Texas (vegetable seed only) and Washington require arbitration, conciliation or mediation of disputes involving allegedly defective seed before certain legal action may be maintained against a PANDIA. A complaint (sworn for in AL, AR, CO, FL, GA, IL, IN, MN, MS, SC, TX, WA; Seed commissioner (IN), (CO), or State Plant Board (AR) must be served within such time to permit an inspection of seed, crops or plants(by an arbitration committee – AR, ID, IL, and SC). A certified copy of complaint must be sent by registered mail to PANDIA as provided by the individual state law.

CONTRACTUAL ARBITRATION

In addition to the terms and conditions regarding various state notices, it is expressly provided herein (as well as within the acknowledgment agreement referred to herein) that every purchase of PANDIA’S products agrees that in the event of any dispute regarding the performance of such products, such dispute, whether involving PANDIA, or authorized PANDIA Dealers, or both, shall be subject to binding arbitration, such arbitration to be pursuant to the applicable terms and condition of the then-existing regulations of the American Arbitration Association relating to commercial disputes. Such arbitration shall take place within Ventura, Ventura County, California, United States of America, with the arbitrator (arbitrators), to be selected from the panel of the nearest metropolitan area.

Legal Notices

Not all products, programs, and services which may be described or listed on this site are available in each and every country. When in doubt, contact PanDia Seeds to determine what is available to you. If you intend to use a PanDia Seeds product described in or offered through this site, you agree to follow product label directions and comply with all applicable laws and regulations relating to the product. Your use of this site is subject to these terms, which form a contract with you, and your use of this site is your agreement to abide by the following terms and an indication of your understanding of those terms.

NOTICE TO PURCHASER WARRANTY AND LIMITATION OF LIABILITY

The use of this seed shows that your accept the following terms. If they are not acceptable, the seed may be returned for a full refund. PanDia Seeds warrants that the seed contained in this package is labeled according to the law. PanDia Seeds makes no other WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, MARKETABILITY, VARIETAL PERFORMANCE, FREEDOM FROM ANY DISEASE OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THE SEED IS AS DESCRIBED ON THE LABEL as required by State and Federal Seed Laws. Your exclusive remedy for loss or damage arising from this seed is limited to a refund of the purchase price of the seed. No amount will be paid for incidental, consequential damages, growing cost, harvesting cost, or for loss of profits claimed under any legal theory. The picture (if any) of vegetables or other product on the label is shown for illustration purposes only. Unless stated otherwise in writing, this seed has not been tested for freedom from seedborne disease and PanDia Seeds, Inc. disclaims any liability relating to such diseases.

NOTICE REGARDING ARBITRATION/CONCILIATION/MEDIATION REQUIRED BY SEVERAL STATES

Under the seed laws of several states, arbitration, mediation or conciliation may be required as a pre-requisite to maintain a legal action based on the failure of the seed to which this notice is attached to produce as represented. The purchaser of the seeds shall file a complaint (sworn in AR,FL, IN, MS, SC, TX, WA; signed only in CA, GA, ID, ND, SD) along with required filing fee (where applicable) with the Commissioner Director/Secretary of Agriculture, Seed Commissioner, or Chief Agricultural Officer within such time as to permit inspection of the crops by the designated agency and the seed person from whom the seed was purchased. A copy of the complaint shall be sent to PanDia Seeds by certified mail or registered mail or as otherwise provided by state statute. Seeds not accepted under these terms and conditions must be returned at once in original unopened containers and the purchase price will be refunded.

PRODUCT DISCLAIMER

The information provided on this site is based on internal observations and/or information from other sources. Since crop performance depends on interactions between its physiological characteristics, the environment, the genetic potential of the seed, and crop management, PanDia Seeds provides no warranty, express or implied, for crop performance relative to the information given on this website or on any other electronic, printed, or verbal communication; nor does PanDia Seeds accept any liability for any loss, direct or consequential, that may arise from any cause. Read all seed package labeling as it contains PanDia Seeds, Inc. terms and conditions of sale.

INTERNATIONAL EXPORTS

All seed sold by PanDia Seeds is sold FCA- PanDia Warehouse, Ventura, CA 93003 USA unless otherwise specified in writing. Any and all additional costs to get the seed to the customer, including but not limited to: internal and international freight, exportation documents, Phytosanitary Certificates, Certificates of Origin, laboratory tests, import permit translations, etc. will be billed to the customer at market value unless otherwise agreed to in writing.

USE RESTRICTION

Seed sold by PanDia Seeds, Inc. is proprietary to or licensed to PanDia Seeds, Inc. PanDia Seeds grants to the buyer, a limited, non-transferable, non-exclusive right to use the licensed product hereunder for the sole purpose of the production of a single crop for fresh market and/or processing. The buyer agrees that the buyer is not acquiring any rights to use the seed for purposes other than the production of a single crop. The buyer shall not reproduce (sexually, asexually, or by any other means) said seed, nor subject the seed or plants produced therefrom (nor their pollen or any other part) to any breeding, biotechnology process, sexual or asexual propagation, or any other genetic manipulation techniques, including (but not limited to) genetic fingerprinting, tissue culture, transformation techniques, and/or breeding. Export of this seed and crop produced therefrom for planting, sexual or asexual propagation, breeding, and/or biotechnology purposes is prohibited.

COPYRIGHTS

The copyright in all material provided by PanDia Seeds on this site is held by PanDia Seeds or by the original creator of the material. PanDia Seeds grants you a limited, non-exclusive, and non-transferable license to use and display the materials only for the legitimate purposes associated with your interaction with the site, including the right to print such materials for such uses. Unless otherwise stated, you have no right to copy, display, reproduce, download, distribute, modify, edit, alter, or enhance the materials in any manner, including but not limited to electronic, mechanical, photocopying, recording, or otherwise, without prior written permission of PanDia Seeds, or the copyright owner. This license terminates automatically and without notice if you violate any of these terms. Upon termination, you must destroy any downloaded or printed materials obtained from this site.

TRADEMARKS

The trademarks, service marks, and logos (collectively, the “Trademarks”) used and displayed on this site are registered and unregistered trademarks of PanDia Seeds, Inc. and others. Unless otherwise stated on this site, nothing on this site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the site, without the written permission of the Trademark owner. Except as expressly indicated on the site, the name of PanDia Seeds, Inc. or any logo associated therewith may not be used in any way, including advertising or publicity pertaining to distribution of materials on this site, without prior written permission from PanDia Seeds. USPTO Reg. No. 4,026,135, Sep 13, 2011.

CONSENT TO JURISDICTION AND GOVERNING LAW

You consent to the exclusive jurisdiction of the courts of the State of California, Ventura County, and agree that this agreement shall be governed under the laws of the State of California of the United States of America.

GOVERNING LAW OF PANDIA TERMS

PanDia Seeds, Inc. hereby gives notice that any and all terms used by PanDia, whether directly or implicitly referred to, written, stated, or otherwise communicated in such situations as invoices, purchase orders, sales orders, estimates, proforma invoices, given as non-exclusive examples, are hereby to be governed by the International Chamber of Commerce’s Incoterms. Any and all disputes regarding the meaning or interpretation of terms used or given to PanDia Seeds, Inc. are and will be hereby governed by the rules, law, regulations, and interpretations set forth by the International Chamber of Commerce’s Incoterms. Suppliers or customers not agreeing to adhere by the International Chamber of Commerce’s Incoterms must give PanDia Seeds, Inc. notice before entering a sale or purchase to or from PanDia Seeds, Inc.