This agreement is made by and between VAP and its Customer. All parties guarantee that they are state licensed/registered entities operating Hemp programs in compliance with the 2018 Farm Bill. Furthermore, RECIPIENT affirms that he/she is an experienced farmer familiar with the applicable laws and regulations governing the farming of the plant material seeds/seedlings/clones (“MATERIAL”) (including regulation of cannabinoid contents) and shall be solely responsible for determining whether or not the anticipated growing conditions are suitable for the MATERIAL, and any advice given by VAP in this respect shall be given without liability to VAP and shall not be deemed to be a representation, warranty, covenant, or otherwise be legally binding. VAP requires that the RECIPIENT comply with the following before the RECIPIENT receives plant MATERIAL requested from VAP:
Recipient will obtain by submitting this written order to VAP. VAP may accept or reject any order in whole or in part, in its sole discretion. Any cancellation of this order will result in the loss of deposit monies paid. MATERIAL will be delivered to the grower’s farm, at which time MATERIAL shipped will be deemed acceptable by RECIPIENT, and title and risk of loss for the shipped MATERIAL will pass to RECIPIENT. Shipped MATERIAL cannot be returned for credit to VAP.
Limitations of Warranties: RECIPIENT acknowledges and agrees that crop yield, purity, and quality are dependent upon many factors beyond the control of VAP.
Orders:
1.1 Recipient will obtain MATERIAL by submitting this written order to VAP’s Sales Representative. Notwithstanding the Sales Representative’s acceptance of the written order, VAP may accept or reject any order in whole or in part, in its sole discretion.
1.2 If the delivery of MATERIAL is likely to fall behind the delivery date, VAP will promptly notify RECIPIENT of the reason for the delay, and provide an alternative delivery date. If the alternative delivery date is more than fifteen (15) days after the initial delivery date, RECIPIENT at its option may cancel the purchase order; however, in no event shall VAP be liable to RECIPIENT for any damages which RECIPIENT incurs as a result of a shipment being late unless negotiated otherwise.
1.3 Any cancellation of this order will result in the loss of deposit monies paid.
Shipment Insurance: If RECIPIENT wishes to purchase insurance for the shipment, RECIPIENT needs to inform VAP of its desire to purchase insurance before the shipment has been sent, and the cost of insurance will be added to RECIPIENT’s invoice.
RECIPIENT assumes all liability for damages that may arise from use, storage, or disposal of MATERIAL. VAP will not be liable to RECIPIENT for any loss, claim, or demand made by the RECIPIENT, or made against the RECIPIENT by any other party due to or arising from the use, storage, or disposal of the MATERIAL. The RECIPIENT agrees to indemnify, hold harmless, and defend VAP against any claims, costs, or other liabilities that may arise as a result of RECIPIENT’s use, storage, or disposal of MATERIAL.
Limitations of Warranties: Recipient acknowledges and agree that crop yield, purity, and quality are dependent upon many factors beyond the control of VAP. VAP makes NO WARRANTY for crop yield, purity, or crop quality. All risks of nonperformance, reduced performance, or crop damage to environmental or other factors beyond VAP’s control are assumed by Recipient. VAP does not warranty that any Material is free of seed-borne pathogens. This warranty is in lieu of all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and any warranties arising out of course of dealing, course of performance, usage of trade or any fiduciary obligation, all of which are hereby expressly disclaimed. To the extent permitted by law, all Material sold by VAP is sold “as is.”
Claims: VAP must have prompt notice of any claim arising from the MATERIAL so that immediate inspection of any allegedly affected MATERIAL can be made. RECIPIENT has 15 days from delivery to report any condition to VAP that may lead a Material or Product claim. Failure to report such condition within the 15-day period shall mean any claim arising from the condition is barred.
Notices: All notices, demands, requests, and other communications required or permitted under this Agreement shall be in writing and shall be:
(1) personally delivered with a written receipt of delivery;
(2) sent by a nationally recognized delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery;
(3) sent by certified or registered mail, postage prepaid, with return receipt requested; or
(4) sent by facsimile or electronic mail (receipt confirmed electronically).
Limitation of Liability: The exclusive remedy and VAP’s sole liability for any claim or loss, including, without limitation, claims resulting from breach of warranty, breach of contract, strict liability or negligence, shall be limited to repayment of the amount of the purchase price of the MATERIAL and products that are the subject of the claim. In no event shall VAP or its sales representatives be liable for any indirect, incidental, special, punitive, or consequential damages.
RECIPIENT agrees to indemnify VAP for reasonable attorney fees and costs of litigation based on or arising from RECIPIENT’s misuse of seed according to the said terms.
All information relating to varieties, varietal characteristics or periods of maturity and all descriptions and illustrations contained in the VAP catalog, price list, and advertisements or otherwise communicated to the RECIPIENT are intended to present merely a general idea of the MATERIAL described and shall not form part of the agreement or constitute a representation
VAP Technology: In consideration for the payment for the MATERIAL charged by VAP, VAP hereby grants you a limited, non-transferable, non-exclusive, without the right to sublicense, to use the VAP technology solely for planting MATERIAL in the upcoming season and to be harvested no later than one (1) year from the date of this order.
Restrictions: Recipient shall not:
(1) propagate or clone the MATERIAL;
(2) harvest seed or plant parts derived from VAP technology except to produce products;
(3) sell, transfer or in any way distribute VAP MATERIAL to a third party;
(4) use VAP’s technology for plant breeding, research, or to produce plants with non-VAP genetics, or for any purpose not specifically provided for herein;
(5) disclose, transfer, publish or divulge any data or information about VAP’s technology unless expressly authorized to do so in writing by VAP;
(6) export or reexport any MATERIAL;
(7) use a trademark confusingly similar to any trademark or service mark owned or used by VAP;
(8) challenge any right of VAP in patents or intellectual property related to VAP;
or
(9) rename or repackage the seeds.
(10) Genomic sequencing of any MATERIAL provided by VAP is expressly prohibited.
Disease of plants can be transmitted by wind, insects, animals, or by human agencies and can be seed or soil borne. VAP believes the MATERIAL transferred subject to this agreement to be free from latent defect. It is not a condition of transfer or a warranty that any MATERIAL is free from such a defect.
MATERIAL will perform differently in different growing environments and therefore no warranty can be given as to the nature, size, or appearance of any plants grown from the MATERIAL. RECIPIENT shall be solely responsible for determining whether the anticipated growing conditions are suitable for the MATERIAL and any advice given by VAP in this respect shall be given without liability to VAP and shall not be deemed to be a representation.
RECIPIENT acknowledges that the MATERIAL provided by VAP is subject to one or more pending patents and contains heritable genomic markers identified and used exclusively by VAP. Any breeding with the MATERIAL is therefore traceable and such violations will be pursued to the full extent of the law.
The RECIPIENT shall acknowledge VAP as the supplier of the MATERIAL in any publications that results from the RECIPIENT’s use of the MATERIAL, and shall provide VAP with copies of the relevant publications.
Destruction: At the end of the growing season for which the MATERIAL was delivered, You, agree to destroy all unused MATERIAL, seeds and plant parts thereof.
Access and Audits: Recipient agrees that VAP or its sales representative may access the property, facilities to examine any call for claim of the MATERIAL.
Arbitration: Under the law of State of Tennessee arbitration, conciliation or mediation may be re quired as a prerequisite to maintaining a legal action based upon the failure of the MATERIAL to produce. A complaint (sworn in some states), along with the required filing fee (where applicable), must be filed with the Department of Agriculture, Seed Commissioner, State Plant Board, or Commissioner of Agriculture within such time to permit an inspection of the MATERIAL, or crops by the designated agency and the representative from whom the MATERIAL was purchased. A copy of the complaint must be sent to VAP by certified or registered mail or as otherwise provided by individual state law. RECIPIENT should consult his/her state Department of Agriculture for specific requirements as soon as RECIPIENT believes there may be a claim and before any legal action is initiated. Failure to follow this procedure could limit the legal rights RECIPIENT may have or limit the amount of damages that may be recovered. Compliance with all such requirements is RECIPIENT’s responsibility.
Governing Law: This Agreement shall be construed under the laws of the State of Tennessee without regard to any conflict of law provisions.
Entire Agreement: This Agreement is the entire agreement between RECIPIENT and VAP with regards to the subject matter hereof and supersedes all other agreements, express or implied. Any modification made by RECIPIENT to this Agreement will have no effect even if the order is accepted by the sales representative or VAP.
