General conditions of sale

1. Definitions

1.1. “FITÓ India”: refers to SEMILLAS FITÓ India Private Limited, an Indian seed research and trading company with registered address in Doddaballapur Integrated Textile Park Ltd., (DITPL) Plot No.73 & 77, SW-51, Phase II, Doddaballapur Apparel Park, Doddaballapur-561203, and holder of GST Number 29AADCI5569G1Z7.

1.2. “Buyer”: refers to the individual or legal entity purchasing Products from FITÓ INDIA.

1.3. "Contract" shall be understood as these General Conditions of Sale together with any purchase order issued by the Buyer or Offer that leads to the sale of Products by FITÓ INDIA, or any addendum thereto.

1.4. “Products”: refers to the seeds and planting material of FITÓ INDIA that are the object of the Contract.

1.5. "Parties": jointly refers to FITÓ INDIA and the Buyer.

1.6. "Price List": refers to the list of sales prices for the Products that FITÓ INDIA periodically publishes and distributes, and which FITÓ INDIA reserves the right to modify at any time under the terms provided in condition 3.3 of this document.

1.7. “Offer”: refers to the specific conditions of sale offered by FITÓ INDIA to a Buyer to which these General Conditions of Sale will also apply, with the former prevailing over the latter in case of contradiction, unless expressly stipulated otherwise.

2. Scope of application of these General Conditions of Sale

2.1. These General Conditions of Sale (“GCS"), which the Buyer declares to be aware of, are applicable to all sales operations regarding the Products that FITÓ INDIA enters into with a Buyer, forming an integral part of all contracts concluded between the Parties, except in those cases where the opposite is expressly specified in writing. The establishment of specific or different conditions to those set forth herein will, in any case, require express and written agreement between the Parties, with said agreement prevailing over these GCS, unless expressly provided otherwise.

2.2. These GCS replace and invalidate all the previous general conditions of sale published or applied by FITÓ INDIA.

2.3. The application of the general conditions of sale of the Buyer, if any, is expressly excluded.

2.4. The completion of any purchase order or the acceptance of any Offer by the Buyer implies full and unreserved acceptance by the Buyer and the validity of each and every one of the terms of these GCS, which will be considered automatically and validly included in the Contract of sale of the Products, and will form an inseparable part thereof, without the need for them to be transcribed therein.

3. Prices

3.1. The prices applied will be those in force at the time of purchase, according to the rate established by FITÓ INDIA. All the prices included in the Price List, or those that FITÓ INDIA may offer separately, are set in Indian Rupees and do not include GST, other applicable taxes, or insurance costs of the Products, which will be, where appropriate, duly itemised in the invoice that FITÓ INDIA issues to the Buyer.

3.2. In general, transport costs are included in the prices that appear in the Price List.

3.3. FITÓ INDIA reserves the right to modify the Price List at any time and without prior notice, with the latest one published or delivered at the time of completing the Contract being applicable in each case.

4. Offers and purchase orders

4.1. The Buyer may place orders by email or written sales orders sent through FITÓ INDIA's sales representatives.

4.2. Without prejudice to any other circumstances contained in these GCS that may prevent the formalisation of the Contract, it will be understood that the Contract for the sale of the Products has been formalized once FITÓ INDIA receives either the acceptance of its Offer, or a purchase order from the Buyer, unless expressly rejected by FITÓ INDIA within a maximum period of forty-eight (48) hours from the receipt of the order, notified by any oral or written means to ensure receipt of said notification to the Buyer. Any modification that the Buyer wishes to make to an order must be requested in writing, stating the cause that justifies it. FITÓ INDIA will have the discretion to approve or reject said modification.

4.3. If payment is not made, or in the event of liquidation, bankruptcy or insolvency by the Buyer, FITÓ INDIA may interrupt or suspend the issuance or supply of pending or ongoing orders, or any agreement with the Buyer, and may make a judicial or extrajudicial claim for the payment of amounts that correspond to orders already delivered, as appropriate. Claims that, where appropriate, may be made by FITÓ INDIA shall in no case be a reason to justify the delay or refusal of payment by the Buyer to FITÓ INDIA.

5. Delivery

5.1. FITÓ INDIA will deliver the Products to the Buyer within a reasonable time from the formalisation of the Contract, subject to their availability and the agricultural season. In this sense, the delivery terms agreed between the Parties are for guidance purposes and cannot be considered as definitive and unchangeable dates, so a delay in the initially scheduled delivery dates will not be understood as a contractual breach by FITÓ INDIA, therefore, it will not imply the right to any compensation for the Buyer or termination of the Contract.

5.2. The delivery of the Products may be carried out in a partial manner, depending on their availability, in which case they will be invoiced by FITÓ INDIA in a fractional manner.

5.3. Delivery of the Products is subject to FITÓ INDIA's effective supply availability. In the event of not being able to supply part or all of the Products requested by the Buyer due to lack of stock, FITÓ INDIA will deliver and invoice those available, where appropriate, without prior consultation with the Buyer, unless expressly provided otherwise when formalising the Contract of sale. The Buyer shall not have the right to demand any type of liability for damages from FITÓ INDIA on account of this circumstance.

5.4. The Products will be presumed to have been received by the Buyer when there is evidence of the delivery thereof at the destination indicated in each order. Any delay in the delivery of goods will be reported by the Buyer to FITÓ INDIA as soon as possible.

6. Billing and payment

6.1. At the time of delivery of the Products, FITÓ INDIA will deliver the corresponding invoice, with the GST breakdown and, where appropriate, the additional costs derived from said delivery.

6.2. Payment of invoices will be made forty five (45) calendar days after the invoice date by direct debit from the bank account provided for this purpose by the Buyer, unless the Parties expressly agree payment by bank transfer to the account owned by FITÓ INDIA, which must also be made within the term of forty five (45) calendar days following the date of the invoice.

6.3. Notwithstanding the foregoing, those Buyers who contract with FITÓ INDIA for the first time will receive the corresponding invoice before the delivery of the Products and must pay the full amount thereof prior to the shipment of the Products. In such cases, FITÓ INDIA will not process any shipment until the Buyer has paid the entire amount of the invoice, and any delay with respect to the initially planned delivery period that may occur as a result cannot be attributed to FITÓ INDIA.

6.4. Late payments by the Buyer will oblige the Buyer to pay FITÓ INDIA a monthly interest equivalent to the legal interest of the money without any requirement and as of the payment due date, with the Buyer being responsible for the financial and banking expenses that, where applicable, occur as a result of the delay. The payment of these interests does not release the Buyer from making the rest of the payments under the conditions agreed.

6.5. In the event that the Parties agree to the deferred payment of the invoice, the non-compliance or delay in the payment of any of the agreed terms will lead to the early due date of all the rest, with the provisions of the previous clause being applicable.

6.6. In the event of non-compliance with the payment obligations contracted by the Buyer, FITÓ INDIA has the right to terminate the Contract, in whole or in part, with compensation for damages and corresponding interest payment.

6.7. In no event does the Buyer have the right to either totally or partially deduct or compensate the amount of the invoices issued by FITÓ INDIA.

7. Returns

7.1. FITÓ INDIA does not accept returns of delivered Products, unless expressly otherwise agreed or in those cases where the Products have apparent or hidden defects, said defects have been reported to FITÓ INDIA in accordance with the provisions of condition 16, and FITÓ INDIA has verified the existence of the faults or defects and the imputability of the same to FITÓ INDIA.

7.2. Returns or shipments to FITÓ INDIA facilities, whether for replacement or refund, must always be made using freight prepaid by the Buyer. Notwithstanding the foregoing, if it is finally shown that the fault or defect is attributable to FITÓ INDIA, FITÓ INDIA will reimburse the shipping costs to the Buyer.

8. Reservation of ownership and resale.

8.1. In cases where products are sold subject to reservations like approval, acceptance or on consignment basis FITÓ INDIA will retain ownership of Products delivered to the Buyer until the Buyer has paid the full amount of the invoice corresponding to them, including any additional expenses and interest accrued.

8.2. For this purpose, Products subject to reservation of ownership must be stored or used by the Buyer in such a way that their quality is guaranteed, allowing them to also be identified as the property of FITÓ INDIA.

8.3. Products subject to reservation of ownership may not be pledged or delivered as a guarantee to third parties without the prior and express consent of FITÓ INDIA.

8.4. In all of its activity, the Buyer is authorised to resell Products at physical points of sale, with exportation and online sales channels being expressly prohibited. In the event of resale, the first buyer expressly undertakes to immediately pay the sale price owed to FITÓ INDIA.

9. Reservation of harvest and cultivation

All offers and purchase orders are conditioned on the availability of seeds and planting material at all times. Consequently, FITÓ INDIA reserves the possibility of prorating or proportionally dividing the seeds and planting material requested by the Buyer, depending on their availability, without entitling the Buyer to any compensation.

10. Information about the Products, use and guarantee

10.1. All illustrations, catalogues and statements that FITÓ INDIA provides on the quality, composition, weight, measurements, applications, properties and treatment, in the broadest sense, of the Products correspond as closely as possible to the trials and practical experiences of FITÓ INDIA. In this sense, the Buyer assumes that the information provided by FITÓ INDIA in relation to the quality of the Products (viability, germination, mechanical or genetic purity and seed health) and the results obtained from them refers only to the trials carried out by FITÓ INDIA on a certain sample of seeds under specific conditions, so that said information does not, in any case, constitute an express or tacit guarantee thereof.

10.2. The Buyer accepts and acknowledges that the results obtained from the Products will depend on factors such as the place of cultivation, and its prior and coeval conditions, including the Products’ storage, the climate, the land and the crop protection methods used by the Buyer. For this purpose, the Buyer will be solely responsible for determining the suitability and adequacy of the use of the Products in different circumstances and with different objectives, exonerating FITÓ INDIA from any responsibility if the results obtained differ from the information provided.

10.3. FITÓ INDIA does not assume any responsibility towards the Buyer regarding Products that have been treated, conditioned or handled by the Buyer or a third party.

10.4. The Buyer will not use the Products for any purpose other than cultivating seeds for animal or human consumption or reselling them under the terms set forth in the Contract.

10.5. The Buyer will guarantee that any person who handles or receives the Products on their behalf will do so with respect to these GCS.

10.6. The Buyer undertakes to allow and cooperate with FITÓ INDIA in the inspection that it carries out in order to verify compliance with these GCS, facilitating access and inspection by personnel appointed by FITÓ INDIA to the Buyer's facilities and actively collaborating in the defence of the interests of FITÓ INDIA in the event that a third party violates their rights.

11. Intellectual and Industrial Property Rights

11.1. FITÓ INDIA will, at all times, retain all the intellectual property rights related to the Products, with the Buyer having none. The formalisation of the Contract does not, in any case, imply the granting of any intellectual or industrial property rights related to the Products.

11.2. The Buyer will not use any brand, trademark or distinctive sign owned by FITÓ INDIA without the express prior consent of FITÓ INDIA, nor will it use its own brands, trademarks or distinctive signs that are clearly distinguishable from those of FITÓ INDIA.

11.3. The Buyer will not register any brand, trademark or distinctive sign similar to those owned by FITÓ INDIA that may lead to confusion.

12. Plant breeders' rights

12.1. The Buyer shall observe the restrictions and limitations established on the Products by the UPOV Convention (International Union for the Protection of New Varieties of Plants), as well as the corresponding national implementations that are incorporated into this Contract and, if applicable, Council Regulation No. 2100/94 of 27 July 1994 (and its subsequent modifications) regarding community rights on plant varieties, which is also incorporated into this Contract.

12.2. Products from varieties protected by plant breeder's rights, including PVP (Plant Variety Protection) rights, requested in the European Community and/or any other country, or by contract ("Protected Products"), must not be used for seed multiplication, vegetative multiplication or trade without the prior written consent of FITÓ INDIA. Such consent may be subject to certain conditions of seed production or vegetative reproduction (propagation), preparations for the purpose of propagation, sale, delivery, export, import and/or storage.

12.3. Protected Products may only be used for the cultivation of end products and/or other products finished within the Buyer's premises.

12.4. The Buyer agrees to allow FITÓ INDIA, or a third party appointed by it, to access its premises (expressly including its greenhouses), as well as its relevant accounts, in order to carry out the necessary inspection tasks to verify compliance with these conditions. Said inspection may also affect the Buyer's customers, and it will therefore be up to the Buyer to adopt the necessary measures to make this possible.

12.5. The finished products resulting from the use of the Protected Products must be marketed by the Buyer under the same variety denomination registered by FITÓ INDIA.

12.6. In the event that the Buyer detects a mutation in the protected variety, it must inform FITÓ INDIA as soon as possible. When requested in writing by FITÓ INDIA, the Buyer will provide evidence and material from the mutation within a maximum period of two (2) months from receipt of the request.

12.7. The Buyer expressly acknowledges that the consent of FITÓ INDIA is necessary to be able to carry out any type of exploitation of any mutation of the original variety, including, but not limited to production or reproduction (propagation), preparation for the purpose of propagation, sale, delivery, export or import and storage for any of the above purposes.

13. Liability

13.1. FITÓ INDIA assumes no responsibility for any direct or indirect damage that the Buyer or any third party may suffer as a consequence of, by way of example and not limited to, use, employment, application, storage, transport, modifications or alterations to the Products, lost profit, loss of income, inactivity costs or, in general, losses of any kind that the Buyer may suffer as a result of the failure to deliver or defective delivery of the Products, or in cases of fortuitous event or Force Majeure. Where applicable, the eventual liability that could arise for FITÓ INDIA for damages caused by the Products would be, in any case, limited to the amount invoiced to the Buyer for said Products, with the Buyer undertaking not to request greater liability.

13.2. The limitation of liability contained in this clause will prevail over any other contained in any other contractual document that is contradictory or inconsistent with it, unless such provision further limits FITÓ INDIA's liability.

13.3. The Buyer shall exonerate FITÓ INDIA from liability for any claims from third parties due to damages caused by or related to any of the Products.

14. Force Majeure

14.1. FITÓ INDIA will not be liable towards the Buyer in any way, nor will it be considered to have breached the Contract, for the delay in the fulfilment or for the breach of its obligations if said delay or breach is due to or derived from an event of Force Majeure.

14.2. In the event of Force Majeure, and without the need for judicial intervention, FITÓ INDIA may suspend all or part of the execution of the Contract; or, if the Force Majeure event persists for a period of two (2) months, either Party may fully or partly terminate it, with no obligation to compensate or indemnify the other Party.

14.3. Force Majeure means any circumstance that could not reasonably be foreseen, and/or in which FITÓ INDIA could not intervene, and as a result of which the delivery of the Products by FITÓ INDIA was impossible or impeded in full or part. To this end, this definition of Force Majeure includes cases of war, risk of war, pandemics, riots, floods, damage caused by water, gas or fire, transport difficulties, unforeseen technical complications, breakdowns, strikes in FITÓ INDIA or by the personnel of any third party with whom FITÓ INDIA holds contracts, blocking, import or export prohibitions, seizures or partial confiscations of FITÓ INDIA stock or that of its suppliers by civil or military authorities, lack of transport capacity, non-compliance or delay in delivery by FITÓ INDIA suppliers, machinery breakdowns, destruction and other stoppages that may take place at FITÓ INDIA or its suppliers, as well as the lack of means as a result of which delivery is impossible or totally or partially impeded.

14.4. Likewise, Force Majeure is understood as any habitual circumstance related to the harvest or its procedure that gives rise to reservations in the seed sector, which will empower FITÓ INDIA to make partial deliveries to the Buyer, without prejudice to the rights previously provided in this same condition 14.

15. Packaging

15.1. Products are packaged by FITÓ INDIA in their own packaging, with the costs of said packaging being borne by the Buyer. The expenses associated with each Product are duly detailed in the Price List.

15.2. As the final holder of the containers, the Buyer will be responsible for their delivery for proper environmental management, in accordance with local Indian regulations, on packaging waste.

16. Complaints

16.1. The Buyer shall examine the Products as they are delivered, verifying the correctness of the items and the quantities delivered, as well as that they comply with the quality agreed between the Parties or that required for normal commercial use and purposes.

16.2. In the event of any apparent defect or fault related to the external appearance of the Products delivered, the Buyer shall notify FITÓ INDIA within a maximum period of eight (8) calendar days following the delivery date. In addition, claims related to hidden defects must be notified within a maximum period of eight (8) calendar days following the date on which said defects are detected.

16.3. These notifications shall be sent in writing and include the shipping information (seed batch number, identification of the delivery note and the corresponding invoice), as well as a clear statement of the reasons for the claim, so that FITÓ INDIA or an independent third party can carry out the appropriate verification. If the aforementioned period has elapsed without the Buyer having notified any defect, it shall be understood that the Products have been satisfactorily received, exonerating FITÓ INDIA from any liability for them.

16.4. Under no circumstances shall the Buyer be empowered to return the Products to FITÓ INDIA without the express prior consent of FITÓ INDIA.

16.5. Once FITÓ INDIA has received the notification in a timely manner, it will proceed to carry out verification on the relevant Products, or order an independent third party to do so, being able to freely choose to replace them or to reimburse the price paid for them by the Buyer, if the alleged defects are confirmed. These forms of amendment will be the Buyer's only recourse in the event of non-conformity with the Products, for which reason any other actions and rights of the Buyer against FITÓ INDIA are expressly excluded.

17. Suspension and termination of the contract

17.1. In the event that either Party breaches these GCS, and said breach persists for a period of thirty (30) calendar days after the other Party has requested compliance in writing, the complying party shall be empowered to suspend or permanently terminate the execution of the Contract, without this giving rise to any compensation in favour of the defaulting Party, and without prejudice to the power to claim the corresponding compensation for damages caused by said breach.

17.2. FITÓ INDIA will not be obliged to formalise an initial Contract or future Contracts with the Buyer, and is expressly empowered to accept or reject any purchase order, without this giving rise to any claim or compensation in favour of the Buyer.

18. Export sales

18.1. Along with the acceptance of the Offer or the purchase order, the Buyer must notify FITÓ INDIA on the documentation, specifications and information required by the applicable regulations specific to the country of destination of the Products, as well as how many procedures are necessary to carry out the delivery thereof (certificates, import documents, phytosanitary requirements, invoices, etc.).

18.2. In the event that the Buyer does not provide all the information referred to in the previous point, it is defective or is provided late, FITÓ INDIA will be exonerated from any liability for the delay in delivering or failure to deliver the Products, being the Buyer responsible for any loss or damage that the Products, or FITÓ INDIA, may suffer as a result.

18.3. The delivery of Products outside of India will always be carried out by EXW (Ex Works), Incoterms 2020 of the International Chamber of Commerce (ICC), so both the cost and the risk of transport will be borne by the Buyer, unless expressly agreed otherwise by the Parties. Notwithstanding the foregoing, the Buyer expressly authorizes FITÓ INDIA to choose and order the transport of the Products as it deems appropriate, passing on the costs of insurance and transport to the Buyer in the corresponding invoice.

19. Personal Data Protection:

The Parties agree to respect the current regulations on personal data protection at all times.

For the purposes of the provisions of the relevant Indian Data Protection Regulations, the personal data included in the Contract and any other data exchanged between the Parties will be processed by both Parties in order to allow the conduct and fulfilment of the Contract, with the legal basis of the processing being compliance of the contractual relationship, storing the data while this exists and even after, until the possible responsibilities derived from it expire. It is stated that the data will not be transferred to third parties, unless it is necessary by legal order.

Likewise, the interested Parties may request access to the corresponding Party’s personal data, and the rectification, deletion, limitation or opposition of its processing, as well as the right to the portability of the data. All this can be done by sending the request via email or written communication addressed to the respective email or postal addresses indicated in the Contract.

The content of the request must include: name and surname; photocopy of the national identity document, passport or other valid identification document and, if necessary, of the representative, as well as the document or electronic instrument accrediting such representation; details of the request made; address for notification purposes; date and signature of the applicant; and documents supporting the request made, if necessary.

Additionally, if the interested Party considers that the processing of personal data infringes the applicable regulations or, simply, is not satisfied with the exercise of their rights, the interested Party has the right to file a claim with the Indian Data Protection Authority, using any of the following methods: (i) By telephone; (ii) by electronic means.

20. Independence and integration of the clauses

In the event that any of these conditions were declared null or lacking executive force by any competent jurisdiction, the remaining clauses or provisions will nevertheless remain in full force. In this case, the Parties will make every effort to negotiate substitute conditions for those declared null or lacking executive force in order to carry out the intent and purpose of the Contract and these GCS.

21. Notifications

Unless these GCS, the Contract or the Parties expressly agree to the contrary in writing, all notifications or communications that must be made between the Parties will be carried out in writing, by using any method that acknowledges receipt, and may nevertheless be addressed to the postal or email address that each Party states for this purpose.

22. Jurisdiction and Applicable Legislation

22.1. The provisions of the Contract will be governed and interpreted in accordance with Indian law.

22.2. For the resolution of any disputes that may arise in relation to the execution or interpretation of the Contract, and with express waiver of the jurisdiction that may correspond to them, the Parties agree to submit to the jurisdiction of the Courts of the city of Bengaluru.​