IMPORTANT NOTICE: Read these Terms of Sale (the "Terms of Sale" or this "document") from beginning to end before placing an order through this Site. By placing an order through this Site, the Purchaser is acknowledging and agreeing that the Terms of Sale constitute the entire agreement between Syngenta Seeds, Inc. (the "Company") and the Purchaser with respect to the purchase and sale of any and all goods sold pursuant to, as a result of, or in connection with any order submitted by Purchaser through this Site. As used in the Terms of Sale, the term "Purchaser" means the purchaser or customer identified as the "sold to" on an order submitted through this Site, and the term "Merchandise" means the goods described in an order submitted through this Site. THESE TERMS OF SALE MAY CHANGE. The Company reserves the right to update or modify the Terms of Sale at any time without prior notice. The Company will do so by posting an updated or modified version of the Terms of Sale on this Site. By placing an order through this Site after the Terms of Sale have been changed, the Purchaser is agreeing to the change and agreeing to be bound by the Terms of Sale in effect as of the date the order is submitted. Each order is a separate sale; each sale is governed by the Terms of Sale in effect as of the date the order is submitted. For this reason, Purchasers are encouraged to review the Terms of Sale each time they place an order through this Site. Whenever the Terms of Sale are changed, the Company will alert Purchasers by posting a notice on the log on page for thirty days. The Terms of Sale were last revised on February 23, 2001. 1. DEFINITIONS As used herein the term "Company" means Syngenta Seeds, Inc.; the term "Merchandise" means the goods described in an order submitted through this Site; and the term "Purchaser" means the purchaser or customer identified as the "sold to" in an order submitted through this Site. 2. ACCEPTANCE The Company's acceptance of the Purchaser's order is made expressly conditional on the Purchaser's acceptance of these terms and conditions. These terms and conditions supersede the terms and conditions of the Purchaser's order, and objection is hereby made to any additional or conflicting terms or modifications set forth in the Purchaser's order. These terms and conditions constitute the sole basis upon which the Company is willing to sell the Merchandise. No additional or conflicting terms or modifications shall be accepted. 3. PRICES The prices for the Merchandise are subject to change without notice in accordance with the prices in effect on the date of shipment. In the event definite prices are not given for imported goods, they will be invoiced at a price that will allow the Company a reasonable importer's fee for doing the business and will cover the charges for United States tariff duties, insurance, transportation and any other items necessary to obtain the Merchandise. The Purchaser agrees to pay such price upon delivery of the Merchandise. 4. MINIMUM ORDER SIZE No seed order will be accepted for less than a total of $75.00; no non-seed order will be accepted for less than a total of $500.00. 5. RETURNS AND CANCELLATIONS (a) SEED ORDERS. The Company will accept return of seed orders for credit pursuant to the following conditions: i)Seed orders must be returned in the same condition within thirty (30)days of the ship date; ii) No opened seed packages will be accepted for return; iii)No special ordered seed will be accepted for return; iv) No primed, PreMagic or PreNova seed orders will be accepted for return; and v) Purchaser must notify customer service prior to return of all seed orders. Purchaser is subject to a 15% restocking fee for all returned seed orders. (b) NON-SEED ORDERS. Non-seed orders may be cancelled without penalty at any time prior to the commencement of production (as defined by the Company's vendors) of the Merchandise. Once production has commenced, no order cancellations will be accepted for non-seed orders without prior written approval of the Company. Prior written approval will only be granted to the extent that the Company can cancel such non-seed orders with its vendors, suppliers, or subcontractors. Cancellation of non-seed orders will be subject to a 10% processing fee. 6. SHIPMENT, RISK OF LOSS AND TITLE Shipments of the Merchandise hereunder are F.O.B. the Company's plant and the Purchaser assumes all risk and liability for loss, damage, or destruction after delivery of the Merchandise to the carrier. Upon delivery of the Merchandise to carrier, the Company retains title, for security purposes only, to all Merchandise until paid in full in cash, and the Company may, at the Company's option, repossess the same upon the Purchaser's default in payment hereunder and charge the Purchaser with any deficiency. If, because of shortage of crops or for any other reason, the Company does not have sufficient goods of like nature and quality to the Merchandise ordered herein to enable the Company to fulfill all its orders for similar goods, then the Purchaser agrees to accept and pay for a pro rata share of the available goods to be determined by the usual custom of seedsmen in the United States. 7. PAYMENT All prices for the Merchandise are payable in cash at the time of delivery except to the extent credit is extended by the Company. The Company reserves the right to limit or cancel any credit granted to the Purchaser as to time and amount. The Company may require payment or satisfactory security prior to shipment at its discretion. No discount may be taken unless specified on the face of this document. Invoices for the purchase of Merchandise which are paid beyond sixty (60) days after invoice date will bear interest from the sixtieth day after the date until paid at the lesser of (a) 2% monthly, or (b) the maximum rate permissible under applicable law. In the event it becomes necessary for the Company to incur legal fees or other expenses for the collection of any amount due hereunder, the Purchaser agrees to pay, in addition to any other amount set forth herein, the actual amount of such fees and expenses. No payment to the Company of any lesser amount than that due to the Company shall be deemed to be other than a payment on account, and no endorsement or statement on any payment instrument or in any letter or other writing accompanying any partial payment shall create an accord and satisfaction. The Company may accept any payment without prejudice to its right to recover any remaining balance. The Purchaser shall not deduct from its payment any amounts, whether for claimed offsets, credits, returns or otherwise, unless a valid credit memo has been issued to the Purchaser by the Company. All requests for credit must be submitted to the Company in writing, with such documentation as shall be reasonably requested by the Company. 8. TAXES All prices quoted herein for the Merchandise are exclusive of any city, state or federal sales, use, occupational or privilege taxes, duties, fees, excises or any other taxes or charges which are levied, assessed or imposed on production, purchase, sale, delivery, importation, use or any other basis on the Merchandise furnished or any parts thereof. Whenever applicable, a separate charge will be made for such taxes and charges, whether noted in the invoice or added subsequently. The Purchaser shall bear such taxes and charges and shall be solely responsible for payment thereof. 9. LIMITATION OF WARRANTIES AND REMEDIES Crop yield and quality are dependent upon many factors beyond the control of the Company and NO WARRANTY is made for crop yield and quality. The Company warrants only that all seeds, bulbs, plants or merchandise sold have been labeled as required under applicable state and federal seed law and the seeds, bulbs, or plants conform to the label description which recognized tolerances. THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR UNWRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES, WHICH EXTEND BEYOND THE DESCRIPTION ON THE LABEL. No claim shall be asserted against the Company unless the Purchaser reports to the Company within a reasonable period after discovery (not to exceed thirty (30) days) any condition that might lead to a complaint. THE PURCHASER'S EXCLUSIVE REMEDY FOR ANY CLAIM OR LOSS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, OR NEGLIGENCE (INCLUDING BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL DAMAGES) SHALL BE LIMITED TO REPAYMENT OF THE PURCHASE PRICE. By acceptance of the seeds, bulbs, plants or merchandise, the Purchaser agrees that the terms and conditions stated above are a benefit to the bargain and constitute the entire agreement between the Purchaser and the Company. The Purchaser shall return the original unopened seed, bulb or plant container or package to the Company within twenty (20) days of receipt for a refund of the purchase price, if not accepted under these terms. 10. EXCUSABLE DELAYS Any delivery dates agreed to by the Company are only approximate and are subject to reasonable variation. In any event, the Company shall not be liable for delays or failures in performance or default in delivery arising out of or resulting from causes beyond its control. Such causes include, but are not restricted to: crop failure or damage; acts of God; acts of the Purchaser; acts of the public enemy; government intervention; fire; flood; epidemics; quarantine restrictions; strikes or labor troubles; freight embargoes; unusually severe weather; accidents; war; insurrection or riot; failures of and delays by carriers; transportation or utility shortages or curtailment; or default of the Company's suppliers or subcontractors due to any of such causes. In the event of delay for any such cause, the specified delivery date shall be extended for a reasonable length of time but not less than the period of delay. Delay in delivery of any installment shall not relieve the Purchaser of its obligation to accept remaining deliveries. The Company shall not be required to remove any such cause or replace the affected source of supply if the Company, in the Company's sole discretion, determines that it shall involve additional expense or a departure from the Company's normal course of business. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHERWISE, ARISING OUT OF ANY FAILURE TO DELIVER ANY MERCHANDISE TO THE PURCHASER, ANY DELAY IN THE DELIVERY THEREOF, OR ANY REJECTION OR REVOCATION OF ACCEPTANCE THEREOF BY THE PURCHASER. 11. BANKRUPTCY In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the Purchaser, including, without limitation, any proceeding under 11 U.S.C. Section 101 et seq., or in the event of the appointment, with or without the Purchaser's consent, of an assignee for the benefit of creditors or of a trustee or receiver, or if the Purchaser admits in writing it is generally not paying its debts as they mature, or if the Company shall reasonably believe that the Purchaser is unable to meet the Purchaser's debts as they mature, the Company shall be entitled to cancel all the Company's obligations under any agreement resulting herefrom, or any unfulfilled part of any such agreement without any liability to the Company whatsoever and require payment in cash before any subsequent deliveries. Any cancellation shall be without prejudice to the Company's other rights, and the Purchaser shall remain liable for damages. 12. SEED TREATMENT When at the Purchaser's request the Merchandise is given a specific treatment, then the cost of this will be charged to the Purchaser unless otherwise agreed. 13. PROHIBITION ON REPRODUCTION OF SEEDS The Merchandise is to be used solely in the production of crops. The Purchaser must under no circumstances make use of the Merchandise for further reproduction or any other form of multiplication. After grading, calibrating, pelleting or treating in any other way the Merchandise, the Company's warranty, contained in section nine (9) hereof, shall be void and of no further force and effect. The Purchaser must undertake to impose the prohibition laid down in this section on its own buyers on the understanding that they will also do the same for their subsequent customers. 14. USE OF TRADEMARK, SYMBOLS AND OTHER SIGNS Unless otherwise stated in a written agreement, the Purchaser is forbidden to make use of trademarks, symbols and other signs used by the Company to distinguish its good from those of other firms or otherwise make use of similar trademarks or symbols. An exception to this is made for the merchandising of goods in the original packaging, which carries the Company's trademarks and symbols. * 15. GEOGRAPHIC RESTRICTIONS ON SALE The Purchaser is forbidden to resell the Merchandise to buyers outside of North America and must undertake to impose this prohibition on his own buyers on the understanding that they will also do the same for their subsequent customers. 16. FORBEARANCE-NO WAIVER Forbearance or failure of the Company to enforce any of the terms and conditions stated herein, or to exercise any right accruing from default of the Purchaser, shall not affect or impair the Company's rights should such default continue; nor shall such forbearance or failure be deemed a waiver of the Company's rights in case of any subsequent default of the Purchaser. 17. SEVERABILITY If any provision hereof or any agreement resulting herefrom is unenforceable or invalid, this document or such agreement shall be ineffective only to the extent of such provision and the enforceability or validity of the remaining provisions shall not be affected thereby. 18. ASSIGNMENT This document and any agreement resulting herefrom may not be assigned by the Purchaser, in whole or in part, except with the prior written consent of the Company. 19. APPLICABLE LAW This document and any agreement resulting herefrom shall be construed in accordance with and governed by the laws of the State of Illinois except as otherwise specifically provided herein. As part of the consideration for the execution hereof by the Company, it is hereby agreed that all actions or proceedings arising directly or indirectly herefrom shall be litigated only in the courts of the State of Illinois or United States courts located therein and the parties hereby consent to the jurisdiction of such courts. 20. COMPLETE AGREEMENT This document and any agreement resulting herefrom supersedes all previous agreements, if any, between the parties, and constitutes the sole, final and entire contract between them with respect to the Merchandise. No change, amendment, modification or waiver of the terms and conditions set forth herein shall be effective unless made in writing signed by both parties.