All purchasers of Alstroemeria for Professions will receive a legally binding contract outlining the Non Propagation and Royalty Agreement with HilverdaFlorist B.V. This will arrive in the email via DocuSign 1-5 days after the order is placed. Failure to sign and submit this contract will result in order cancellation and refund, minus a 10% cancellation fee. The content of the contract is pasted below. Please read it carefully before placing your order, and again before signing.
FLOWER CULTIVATION TERMS ALSTROEMERIA OF HILVERDAFLORIST B.V.
- The supplier of the varieties named on the front of this document, or a representative
authorised by the supplier, will make plants of the varieties available to the grower, only for the production of flowers on land belonging to the grower’s company, as indicated under site of growing and under the conditions described on the front of this document. Supplier is the owner and/or in control of the varieties, which as well in Europe as in other countries are or can be protected by Plant Breeder’s Rights or similar rights, or trademarks. The Propagation/Multiplication and potting-up costs
will be charged to the grower if these are indicated on the front of this document.
- The grower will pay to the supplier, as remuneration for the plants which the supplier has made available to him, an amount calculated, in accordance with the number of plants of the varieties, as agreed. Payment will be as indicated on the front of this document. In the period during which this contract is effective, the grower will make a written report to the supplier, at the supplier’s written request, of the number of plants which the grower has planted with plant material of the varieties.
- The grower makes the commitment to the supplier that the varieties will not be propagated, will not be marketed or traded (by which is meant offering for sale, selling or supplying), not to trade-on and/or in any other manner to offer or to make available to third parties and/or to have any of these actions carried out by another.
- The supplier is indemnified/relieved of this obligations in the case of force majeure and/or circumstances beyond his control such as government regulations which forbid the introduction of material from the varieties, the granting of compulsory licenses, acts of war, mobilisation, siege, rebellion riots, strikes, fire, interruptions to company operations, productions shortages, complete or partial failure of the crop and other unforeseeable circumstances.
- In the event of Mutation or Sport:
- If the grower finds, observes or discovers any mutation or sport in a variety then the grower has to report this immediately to the supplier by registered letter;
- At the written request of the supplier the grower shall immediately provide the supplier with sufficient material of the mutation (sport) for testing purposes:
- If the mutation or sport shall be deemed to be a new variety the grower shall require the authorization of the supplier for the following acts in respect of constituents of the mutation or harvested material of the mutation:
- production or reproduction (multiplication);
- conditioning for the purpose of propagation;
- offering for sale;
- selling or other marketing;
- importing into or exporting from the European Community.
- stocking for any of the purposes mentioned in 1-5
- The provisions of paragraph 5.3 shall also apply in relation to:
- varieties which are essentially derived from the variety;
- varieties which are not and/or not clearly distinguishable from the variety;
- varieties whose production requires the repeated use of the variety.
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- The grower is hereby given and holds the supplier’s permission to trade in flowers of the varieties under the trade names and the variety names as given on the front of this document.
- The grower undertakes not to use this trade names in relation to flowers of any other variety.
- If no trade name is given in the heading of this document, the grower undertakes only to trade in flowers of the varieties using the variety names given.
- On each occasion that the grower does not fulfil any obligations arising from this contract or does not operate in accordance with that which has been determined in this contract, they will owe immediately a penalty of 12.000,000 (twelve thousand) Euro while the supplier’s right to claim general compensation from the grower for any damage arising from this default will be undiminished.
- This contract is entered into force for a period which is indicated on the front of this document starting from the effective date. The contract will be automatically extended annually for a further year, unless one of the parties terminates the contract in writing by registered post to the other party at least six months before the next expiry data. The contract ends immediately if:
- the grower stops the harvesting of flowers for flower production in their own company;
- the grower is declared bankrupt or if they are granted suspension of payment;
- the grower’s company goes to foreclosure sale;
- the grower dies or, in case of legal entity, it is dissolved;
- the grower, having not promptly fulfilled any of their obligations arising from this contract and after being sent registered post where this non-fulfilment of these contractual obligations is set out, is accordingly informed that this contract is ended.
- On termination of this contract, all rights and privileges granted in this contract to the grower, or resulting rights and privileges, expire and the grower remains obliged, with regard to the varieties:
- to destroy any plant material belonging to the varieties to be found in his company after having harvested the flowers, if applicable;
- not to use any plant material and/or plants of the varieties from anyone else or to cultivate it for his own flower production nor to allow any plant material and/or plants to be marketed, nor to trade or in any other way to offer or to make available to third parties or to cause these actions to be carried out;
- to have available any plants, parts of plants and/or flowers of the varieties either within or outside the company;
- not to use the name of the varieties or the trade name in any way whatsoever.
- If no plant breeders’ rights are granted or if they are declared void then the grower has no right to return of paid remunerations or to any damages. This also applies in cases as described in article 4.
- The grower is forbidden to alienate the rights within this contract and/or to encumber them in any way whatsoever.
- The grower undertakes to submit to the supervision by the supplier, of the observance of the stipulations contained in this contract. To this end, they will grant the supplier, or their authorized representative or a register accountant to be appointed by the supplier, access to their property and company buildings and allow inspection of all requested data regarding the varieties, promptly and in writing, which are necessary for carrying out an effective check and to take notes on them.
- The rights and powers given to the grower in this contract are not transferable to third parties and cannot be incorporated within any company association, society or other association of persons except with the written permission of the supplier. The supplier undertakes expressly, in the event of the death of the grower, to enter into a similar contract with his successor in the company as long as the grower has fulfilled all obligations.
- If, and in as far as, any part and/or any provision in this contract is contrary to any imperative national or international law, then this will be construed as being not agreed and this contract, as far as the remaining sections are concern, will remain binding. The parties, in that case, are obliged and undertake to replace the invalid provisions with such provisions that the intention of the parties remains and with such provisions that can be agreed upon by them.
- Dutch law is applicable to this contract.
- All disputes between the parties arising from or in connection with this contract will only be judged by the competent judge at the District Court in Den Haag.