Business-to-Business Terms and Conditions of Sale

Purchase Terms and Conditions
These Purchase Terms and Conditions ("Agreement") govern the sale of goods and services by Roselyn Seeds ("Seller") to the buyer ("Buyer"). By placing an order with Roselyn Seeds, the Buyer agrees to these terms, which may be updated from time to time at the sole discretion of Roselyn Seeds.

1. Order Acceptance
Orders are subject to acceptance by Roselyn Seeds. The Buyer’s order will be deemed accepted upon receipt of an order confirmation from Roselyn Seeds or upon shipment of the goods. Any changes or cancellations to an order must be made in writing and are subject to Seller’s approval.

2. Price and Payment Terms
All prices are as quoted on the invoice or purchase order and are subject to change without notice. Unless otherwise specified, prices are exclusive of taxes, shipping, handling, and other charges.
Payment terms are net 30 days from the invoice date unless otherwise agreed upon in writing. Roselyn Seeds reserves the right to charge interest on overdue invoices at a rate of 5% per month or the maximum rate allowed by law, whichever is lower.
Payments should be made by bank transfer or other approved methods as outlined in the invoice.

3. Delivery
Delivery dates are estimated and not guaranteed. Roselyn Seeds is not responsible for any delays beyond its control, including but not limited to force majeure events, weather conditions, or third-party carrier delays.
Shipping and handling charges will be billed to the Buyer, and the Buyer assumes all risk of loss or damage upon delivery of the goods to the carrier.
Title to the goods passes to the Buyer upon delivery of the shipment. Roselyn Seeds is not liable for any loss or damage to goods in transit.

4. Returns and Claims
The Buyer must inspect all goods immediately upon receipt. Any claims for damaged or defective goods must be made within 2 business days of delivery.
Goods must be returned with prior written consent from Roselyn Seeds and in their original packaging, unless otherwise directed.
Returned goods are subject to a restocking fee, and shipping charges for returns are the responsibility of the Buyer, except in the case of defective or incorrect items.

5. Warranties
Roselyn Seeds warrants that the goods sold are of the quality and description as stated in the purchase order or invoice.
Roselyn Seeds makes no other warranties, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose.
Any claims regarding defective goods must be submitted in writing and may be subject to further inspection by Roselyn Seeds.

6. Indemnification
The Buyer agrees to indemnify and hold harmless Roselyn Seeds, its officers, agents, employees, and affiliates from any and all claims, damages, liabilities, or expenses arising from the Buyer’s use, resale, or distribution of the goods. This indemnification includes, but is not limited to, claims related to the Buyer’s violation of any laws or regulations, or any injury or loss resulting from the goods once resold.

7. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the transaction, including but not limited to pricing, business strategies, and product specifications.

8. Force Majeure
Roselyn Seeds will not be held liable for any failure or delay in performance under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, strikes, pandemics, or acts of government.

9. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of England, without regard to its conflict of law principles.
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in the Seller’s jurisdiction.

10. Intended Use and Resale
The Buyer acknowledges that the Goods are purchased for the purposes of resale, planting, or other approved commercial uses. The Buyer agrees not to use or sell the Goods for purposes other than those expressly permitted. The Buyer further agrees to comply with all applicable laws and regulations related to the resale of the Goods.
The Goods are not for human or animal consumption.

11. Product Specifications and Quality
Roselyn Seeds warrants that the goods conform to the specifications agreed upon and are suitable for their intended commercial or agricultural use. Roselyn Seeds reserves the right to make minor modifications to the goods without prior notice, provided that such modifications do not affect the product's intended use or quality.

12. Risk of Loss
The Buyer assumes full risk of loss or damage to the goods upon delivery to the carrier. It is the Buyer’s responsibility to inspect all shipments upon arrival and report any discrepancies or damage to the carrier. Roselyn Seeds is not responsible for loss or damage incurred in transit.

13. Limitation of Liability
In no event shall Roselyn Seeds be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, arising from the Buyer’s use, resale, or distribution of the goods. The total liability of Roselyn Seeds shall not exceed the amount paid by the Buyer for the specific goods giving rise to the claim.

14. Compliance with Laws
The Buyer agrees to comply with all applicable laws, regulations, and industry standards related to the purchase, use, resale, and distribution of the Goods.

15. Geographical Restrictions
The Buyer agrees not to export the Goods or resell the Goods outside of the following locations without the prior written consent of Roselyn Seeds. England, Wales, Scotland. The Buyer acknowledges that certain export restrictions may apply to the Goods. Distribution to the Channel Islands, Republic of Ireland and Northern Ireland is prohibited.

16. Order Modification and Cancellation
The Buyer may request modifications or cancellations of orders, but such requests must be made in writing and are subject to Roselyn Seeds' approval. Orders that have already been shipped cannot be cancelled or modified. If Roselyn Seeds agrees to a cancellation or modification, the Buyer may be subject to a cancellation fee or other charges as determined by Roselyn Seeds.

17. Use of Trademarks
The Buyer agrees not to use the name, trademarks, or any other intellectual property of Roselyn Seeds without prior written consent. The Buyer further agrees to comply with any branding or marketing guidelines provided by Roselyn Seeds for the promotion or resale of the Goods.

18. Entire Agreement
These terms and conditions constitute the entire agreement between Roselyn Seeds and the Buyer, and supersede any prior agreements or understandings, written or oral, relating to the subject matter hereof. By purchasing goods from Roselyn Seeds, the Buyer acknowledges and agrees to these terms and conditions.

By purchasing goods from Roselyn Seeds, the Buyer acknowledges that they have read, understood, and agree to these Terms and Conditions of Sale.