Terms and Conditions
Disclaimer and Limitation of Liability and Restriction on Use
NOTICE: Read this entire Disclaimer and Limitation of Liability and Restriction on Use (this “agreement”) before buying or using seeds branded under Axia Vegetable Seeds Group, Inc., Axia Vegetable Seeds USA, Inc. d/b/a US Agriseeds and/or its and their respective affiliates and brands including Axia Vegetable Seeds®, Catalyst Seeds®, California Hybrids®, New World Seeds®, US Agriseeds® and ZAYINTEC® (collectively, “Axia”). If the terms of this agreement are not acceptable, do not buy or use Axia brand seeds. If you do not agree to be bound by the terms of this agreement, immediately return any Axia brand seeds in your possession and Axia will refund your purchase price. By using this seed you are acknowledging that this agreement is part of the terms of sale and constitutes the entire agreement between you and Axia relating to the subject matter hereof. If you do not understand any of the terms of this agreement, consult an attorney.
Allocation of Risk of Nonperformance:
Seeds at times carry seed borne diseases which may not be apparent to the Seller, Buyer or User. Axia has undertaken reasonable precautions to identify and control seedborne pathogens on this seed. However, seed treatments cannot assure complete immunity, especially if the disease is already present in Buyer or User’s field or neighboring fields diseased from other sources. Axia makes no representation that the seeds it sells are free of seed borne diseases whether previously known to exist or not identified until this seed is grown. Further, failure of seeds to germinate and/or reduction of yield may occur as a result of environmental factors including cold temperatures, heat, excess moisture, drought, wind and hail, disease, pests, inadequate fertility or misapplication of pesticides. All risks of nonperformance, reduced performance and/or crop damage due to these factors shall be assumed by Buyer and User.
Exclusive Statement:
Axia hereby states, that Axia brand seeds conform to label descriptions that are required by applicable law.
Disclaimer:
AXIA MAKES NO OTHER EXPRESS WARRANTY. AXIA EXPRESSLY EXCLUDES ANY WARRANTY OF CONFORMITY TO PICTURE, CATALOGUE OR OTHER DESCRIPTION. AXIA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. ALL AXIA BRAND SEEDS ARE SOLD AS IS.
Exclusive Remedy:
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BUYER’S AND USER’S SOLE AND EXCLUSIVE REMEDY AND AXIA’S SOLE LIABILITY FOR LOSS OR DAMAGE ARISING FROM PURCHASE OR USE OF AXIA BRAND SEEDS SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PRICE PAID FOR THE SEEDS USED.
Limitation of Liability:
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BUYER OR USER MAY NOT RECOVER ANY AMOUNT FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OF ANY KIND AND LOSS OF PROFIT OF ANY KIND, LOSS OF YIELD AND AMOUNTS EXPENDED IN USING OR GROWING SUCH SEEDS, OR FOR HARVESTING THE PRODUCE OF SUCH SEEDS. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE TO ANY CLAIM PRESENTED TO AXIA WHETHER THE LEGAL THEORY FORMING THE BASIS OF SUCH CLAIM INVOLVES CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. Buyer and User agree that if Axia refunds an amount equal to the purchase price Buyer or User paid for Axia brand seeds, this limitation of liability will not have failed of its essential purpose.
Disclaimer and Limitation of Liability for Technical Advice:
Axia is in the business of selling seed products and is not in the business of providing technical advice. Buyer and User agree that the purchase of Axia seed is a purchase of goods and not a purchase of technical advice or other services and that any technical advice by Axia in reference to the use of Axia seed is given free of charge. AXIA DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY TECHNICAL ADVICE RELATING TO AXIA BRAND SEEDS. AXIA DOES NOT WARRANT THE ACCURACY OF ANY TECHNICAL ADVICE BY AXIA AND DISCLAIMS LIABILITY FOR ANY CLAIM INVOLVING SUCH ADVICE WHETHER THE LEGAL THEORY FORMING THE BASIS OF SUCH CLAIM INVOLVES CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
Prompt Notice of Claim:
Axia must have prompt notice of any claim arising from the use of Axia brand seeds so that an immediate inspection of the allegedly affected seed and/or crop can be made. Buyer or User shall notify Axia immediately, but in no case later than thirty (30) days after any defect or other basis of such claim is discovered or should have been discovered. To the extent permitted by applicable law, any claims made for which Axia did not receive notice within thirty (30) days shall be barred.
Statute of Limitations:
To the extent permitted by applicable law any action against Axia for breach of contract and any claim for breach of these terms and conditions must be commenced within one (1) year after the cause of action accrues. All actions shall be barred after such time, as permitted by applicable law.
Restriction on Use:
BY ACCEPTANCE OF AXIA BRAND SEEDS, USER ACKNOWLEDGES THAT USER HAS READ AND UNDERSTOOD THE FOLLOWING TERMS AND CONDITIONS AND EXPRESSLY AGREES TO BE BOUND BY THEM: User is granted a limited, non-exclusive, non-transferable license to use or sell the Axia brand seeds solely for the purpose to grow a single commercial crop for food, feed or processing. NO OTHER USE IS PERMITTED. Buyer and its customers shall not reproduce, increase or transfer the seeds, nor subject the seeds to any conventional breeding or biotechnology process, or any other genetic manipulation techniques, including but not limited to tissue culture, genetic fingerprinting or transformation techniques. The seeds and one or more of the parental lines used to develop the seeds may be proprietary to Axia and either or both may be protected by a Plant Variety Protection Certificate, a utility patent or by trade secrets in the United States. The seeds may also be protected by the laws of other countries. Any use of seeds which results in infringement, misappropriation or any other illegal activity regarding any U.S. or foreign right is prohibited.
Risk of Loss:
Risk of loss shall pass to Buyer upon shipment. Buyer is advised to carry appropriate transit insurance.
Entire Agreement:
This agreement is the entire agreement between Axia and Buyer or User with respect to the subject matter hereof. Buyer and User agree that they are not relying on any statement, agreement, writing, statement or representation, whether written or oral, other than those contained in this agreement.
Severability:
If any term of this agreement is held to be unenforceable, all remaining terms of this agreement shall remain in effect and shall be fully enforceable.
FOR SALES WITHIN THE UNITED STATES OF AMERICA: Notice of Required Arbitration / Conciliation / Mediation Required by Several States:
Under the Seed Laws of several States, ARBITRATION, CONCILIATION or MEDIATION is required as a prerequisite to maintaining a legal action based upon the failure of seed to produce as represented. PLEASE CONSULT YOUR STATE DEPARTMENT OF AGRICULTURE for specific requirements as to filing procedures, fees, scope of application, statutory period of limitations, etc., as soon as you learn of the facts upon which a claim is to be based BEFORE ANY LEGAL ACTION IS INITIATED. Failure to follow these procedures could limit your legal rights or limit the amount of damages you may be able to recover, depending on the laws of User’s State.
Notice of Binding Arbitration:
In addition to the mandatory arbitration required by several States, Buyer agrees that any private civil action brought by Buyer or User against Axia shall be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association, said arbitration to be venued in San Francisco, California.
Indemnification:
By accepting this seed, Buyer agrees that Buyer shall provide written notice of all of the terms of this agreement to all subsequent Buyers, Users or Transferees of Axia brand seeds or the produce of such seed. Buyer further agrees that if Buyer fails to provide such notice, Buyer must defend Axia, hold Axia harmless and to indemnify Axia from and against any claim of loss asserted by Buyers, Users or Transferees that did not receive notice of this agreement.
Last updated: January 18, 2023