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TERMS OF SALE USA/CANADA
1. Unless specifically otherwise agreed, all products are sold ex
seller’s warehouse Holland, and travel throughout at buyer’s risk
and expense.
2. If products are sold ex seller’s warehouse, the costs of cases
and packing and of phytopathological inspection, and any freight,
forwarding, insurance, export and import charges, shall be for
buyer’s account. These charges shall be due and payable on arrival
of the goods at United States or Canadian port. Unless otherwise
instructed, the seller will arrange for ordinary sea transportation
and for ordinary insurance coverage to destination.
3. Payment shall be due sixty days (60) from date of invoice; two
percent (2%) cash discount will be allowed for payment within ten
days (10) after arrival of goods. Buyer agrees to pay interest at
the rate of one and one half (1 ½ %) per month on all outstanding
balances after due date (60 days after date of invoice) together
with any and all collection expenses. Ownership of goods is
reserved until all obligations have been fulfilled.
4. If at time of shipment, the buyer’s financial responsibility
appears unsatisfactory to the seller, the seller may, at his
option, cancel the order in whole or in part, provided that he
shall promptly advise the buyer of any such cancellation; and the
seller shall not be responsible for any damages whatsoever arising
from such cancellation.
5. The seller warrants the goods to be sound and healthy at time of
shipment but does not otherwise warrant flowering- or other
planting, growing or forcing results.
6. Total or partial failure of the general of seller’s crop, owing
to frost, floods, or other natural causes, or loss of damage to
seller’s stocks by fire or any other cause beyond his control,
preventing seller from fully performing the present and/or similar
contracts, shall relieve the seller from his obligations under the
present contract to a corresponding extent.
7. Seller is authorized to substitute for named varieties ordered
provided said substituted material is of the same class and equal
quality unless otherwise specifically agreed in writing or noted on
the face of this order.
8. Whenever the terms of this order call for delivery f.o.b. any
place or conveyance in the United States or Canada, the seller
shall be required only to arrange for ordinary sea transportation
and ordinary insurance to the point specified and the seller may,
at his option, either prepay freight, insurance and/or other
shipping charges, including import duty and arrange to collect same
on delivery in a lump sum from the buyer, or the buyer agreed place
or conveyance in the United States or Canada. In either case buyer
shall be permitted to deduct the charges paid by him to such agreed
f.o.b. United States or Canada place or conveyance from the agreed
f.o.b. United States or Canada prices. Not with standing any
agreement as to delivery at any point other than seller’s
warehouse, the goods shall in all cases be at buyer’s risk from the
time they leave the initial point of shipment.
9. All claims hereunder shall be deemed waived unless presented
within eight (8) days after receipt of goods. Claims relating to
damage to or condition of goods shall be accompanied by Lloyd’s
survey report or its equivalent, stating full particulars. In case
of non arrival of shipment from Holland, buyer shall notify the
seller by wire or cable.
10. Cancellation of this order in whole or in part by the buyer
shall entitle the seller to recover either as and for liquidated
damages a sum equal to 20% of the contract price (which sum is
agreed as the estimated damage likely to result to the seller from
such cancellation) or at the seller’s option such damages as he
then may be able to establish that he has, in fact, suffered by
reason of such cancellation.
11. Prices are based on a rate of exchange of ……….. Euro to one
U.S. and/or Canadian Dollar and will be subject to automatic
adjustment whenever the rate of exchange varies in excess of one
percent.
12. Any controversy or claim arising out of or relating to this
contract or the breach thereof, shall be settled by arbitration in
accordance with the Rules of the American Arbitration Association,
and judgement upon the award rendered by the Arbiter(s) may be
entered in any Court having jurisdiction thereof.
13. These printed Terms of Sale cannot altered nor departed from
except by mutual consent in writing.
14. This transaction is governed by the law of the Kingdom of the
Netherlands.
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