Terms and Conditions of Sale
(Version: September 1, 2021)
For sale and planting in the U.S. only and may not be exported without prior consent of Blue River Organic Seed, LLC (“Company”). Seed purchased from Blue River may only be offered for sale and distribution by Company and its authorized agents. You may not resell this seed. This product may not be approved for planting in all states, counties or territories.
Supply. Company reserves the right to reduce or cancel, without liability, any order for any reason, including in the event of shortages of seed or its inability to supply seed. If for any reason Company is not reasonably able to supply products ordered, Company may substitute products in its reasonable discretion.
Payment Terms. Except as otherwise explicitly agreed in writing between you and the Company or any of its affiliates, payment is due prior to delivery of any seed product.
Returns. Pick up and return of 10 bags or more of Company’s seed that are unopened and in good condition with receipt in our warehouse by June 15 of the crop year. Returns will not be accepted after that date.
Limited Warranty. Company provides a sole and exclusive warranty that this seed will, at the time of delivery, conform to its label within permitted tolerances applicable under the law.
No Other Warranties. Other than the foregoing limited warranty, this seed is sold on an “as-is” basis. COMPANY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: THE IMPLIED WARRANTY OF MERCHANTABILITY; THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; THAT THIS SEED IS FREE FROM GENETICALLY MODIFIED ORGANISMS (GMO); ANY WARRANTIES RELATING TO YIELD, QUALITY, GROWING CONDITIONS OF THIS SEED OR THE CROP PRODUCED THEREFROM, OR TOLERANCE TO OR FREE OF DISEASE (WHETHER KNOWN TO EXIST OR NOT IDENTIFIED UNTIL GROWN) OR INSECTS; ANY REPRESENTATIONS OR WARRANTIES REGARDING RETURN ON INVESTMENT, COST SAVINGS, OR PROFIT/PROFITABILITY.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) WILL COMPANY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, CONTRACTORS, ADVISORS (INCLUDING AGRONOMISTS), AGENTS, OR SUCCESSORS (“SELLING PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS OR UNREALIZED SAVINGS, CROP LOSS, LOSS OF YIELD, LOSS OF GOODWILL, WORK STOPPAGE, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE AMOUNT ACTUALLY PAID FOR THIS SEED, EXCLUSIVE OF TAXES, SHIPPING & HANDLING, OR (C) ANY OTHER MATTER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO ONLY PORTIONS OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY APPLY TO YOU.
Prompt Notice of Claim. Company must have prompt notice of any claim arising from the use of this seed so that an immediate inspection of the allegedly affected seed and/or crop can be made. You shall notify Company immediately, but in no case later than 30 days after any defect or other basis of such claim is discovered or should be discovered. Any claims for which Company did not receive notice within 30 days shall be barred. Any action against Company for breach of contract and any claim for breach of warranties must be commenced within one year after the cause of action accrues. All actions shall be barred after such time.
Consent to Jurisdiction and Venue. This agreement is governed by the laws of the state of Iowa and the United States (other than the choice of law rule). You consent to the exclusive jurisdiction of and venue in the Federal and State courts having geographic jurisdiction over Des Moines, Iowa for resolution of any disputes, whether or not such are first subject to arbitration, conciliation or mediation under the applicable state seed laws where transfer or delivery occurred.
Use Restrictions. The seeds, traits and technology contained within, as well as the parental lines and progeny may be covered by intellectual property protection, which may include plant variety certificates, confidential information, trade secrets and patents which may include, but are not limited to patented germplasm, transgenic rights, native traits, transformation technologies, methods of use and breeding methods. The purchase or use of these seeds conveys no right under any intellectual property to use these seeds for any purpose except for planting for single commercial crop by the person or entity that purchases this seed from the Company, directly or through a reseller. You agree not to save seed from that crop for planting for a second or subsequent year unless you have acquired the right to save seed under a program offered by Company. Any unused seed must be destroyed and cannot be resold or transferred to anyone else. Except as authorized by Company in writing, or for your own use for agronomic comparisons and yield testing, you shall not conduct any research on or with this seed, nor transfer this seed to others for research or planting of any kind, including genetic profiling, sequencing, analyzing molecular species, isolating molecular species, subject to molecular marker analysis (including, but not limited to, using PCR, hybridization or any other technique requiring the inquiry of a nucleic or amino acid, whether directly or indirectly), genotyping, DNA fingerprinting, and/or use of double haploid technology, research or generation of herbicide registration data. In the event of any threatened or actual breach of this agreement, you shall immediately notify Company at your sole cost and expense and take all necessary and useful steps to prevent and cure such breach.
Severability. If any provisions, or part thereof, of this agreement are found to be invalid for any reason, the other provisions, and parts thereof shall not be affected and shall remain in full legal force and effect.
Notice of Arbitration/Conciliation/Mediation Required By Several States. Under the seed laws of several states, arbitration, conciliation or mediation may be required as a prerequisite to maintaining a legal action based upon the failure of seed to which this notice is attached to produce as represented. You shall file a complaint (sworn or signed, as required in your state) with the required filing fee, if applicable, with the appropriate authority in your state along within such time as to permit inspection of the crops or plants by the designated agency and the seedsman from whom the seed was purchased. A copy of the complaint shall be sent to Company by certified or registered mail or as otherwise provided by statute. Please consult your state department of agriculture for specific requirements before any legal action is initiated. Failure to follow this procedure could limit your legal rights, including the remedy recoverable, depending on the law of your state.
For general information, contact us at firstname.lastname@example.org
Blue River Organic Seed, LLC – 2326 230th St., Ames, IA 50014
"Blue River" is a registered trademark of Blue River Organic Seed, LLC.