1. Interpretation and Definitions
1.1. Definitions
Agreement means the Seed Sales License, together with these terms and conditions and the industry standard Variety License Agreement, which can be found at https://varietycentral.com.au/wpcontent/uploads/2022/11/CBA-Industry-Variety-Licence-withSpecial-Condition-version-120221-1.pdf.
CBA means Chickpea Breeding Australia.
Claim means any cost, expense, loss, damage, claim, action, proceeding or other liability (whether in contract, tort or otherwise), however arising and includes legal costs on a full indemnity basis.
Purchaser means the person or business who wishes to purchase Seed from the Seller, and who is listed as the Purchaser in the in the Seed Sales License.
Seed means the variety of seed as set out in the Seed Sales License.
Seller means the person or business who wishes to sell Seed to the Purchaser, and who is listed as the Seller in the Seed Sales License.
Any capitalised terms which are not defined in these Terms and Conditions have the meaning given to them in the Industry Variety License.
By purchasing the Seed from the Seller, the Purchaser agrees to be bound by the terms of this Agreement.
Conditions of Purchase and Use
2. Your general obligations
As the Purchaser, you acknowledge and agree the following:
2.1. the Seed variety is registered in Australia under thePlant Breeders Rights Act 1994;
2.2. You will not use the Seed until you have fully completed the Seed Sales License and returned it to CBA.
2.3. You will pay all EPR applicable on the Seed and in accordance with the terms of the Agreement; and
2.4. Your rights in relation to the commercial production, reproduction, propagation, sale, export, import or stocking of propagation material is limited to those rights conferred on you under the Agreement and any breach of the Agreement may result in a breach of this Agreement or infringement under the Plant Breeders Act 1994 and potential legal action by the Seller.
Dealing with Risk
3. Indemnities
3.1. The Purchaser Indemnifies CBA and the Seller and must keep indemnified CBA, the Crown in right of the State of New South Wales and the Seller and their
officers, employees and agents from and against all Claims made by, or made against, any of those indemnified arising directly or indirectly as a result of or
in connection with your breach of this Agreement.
3.2. You must indemnify CBA and the Seller for all costs incurred as a result of either party enforcing any rights under the Agreement or the Plant Breeders Rights Act 1994 in respect of this Agreement.
3.3. Your liability to indemnify the indemnified under this clause will be reduced proportionately to the extent that the indemnified party’s negligent or unlawful acts or omissions, or those of its officers, employees or agents contributed to the relevant Claim.
4. Disclaimer and Release.
4.1. To the full extent permitted by law, CBA expressly excludes any and all warranties, conditions, liabilities or representations in relation to the Seed whether
express or implied. Without limiting any of these terms:
a) If the Purchaser treats the Seeds, either directly or indirectly, with a chemical of any kind, then any warranty which may have been applicable to the Seed shall become void and CBA shall have no further liability to the Purchaser or any other person in respect of the Seed; and
b) Neither the Seller or CBA makes any warranty of any kind to the Purchaser in respect of the Seed, including but not limited to any warranty in relation to quality, condition, suitability, fitness for a particular purpose or merchantability.
4.2. The Purchaser waives any rights it has, or may have in the future, to make any Claim against CBA or the Seller in respect of any Seed acquired by the Purchaser under this Agreement and the Purchaser forever releases and discharges CBA and the Seller from any such Claim.
4.3. Any and all liability of CBA or the Seller to the Purchaser, or any other person, shall be limited to the value of the purchase price for the Seed under the Agreement in which the Claim arises. This shall be the sole and exclusive remedy for the Purchaser, or any other person, for any loss which arises under the Agreement.
Authority of Seller
5. No Agent for CBA
5.1. The parties acknowledge and agree the Seller;
a) is not an authorised agent of CBA;
b) is not permitted to make any changes to the provisions of this Agreement;
c) is not permitted to make any representations, warranties, guarantees or statements on behalf of CBA which is not set out in this Agreement; and
d) is not permitted to enter into any form of binding agreement, commitment or contract with any other party on behalf of CBA.