1. These terms

These terms and conditions ("Terms") govern the sale of seeds, fertilisers, crop-protection products and related goods and services (the "Goods") by Tropical Seeds Corporation (Pvt) Ltd, a company incorporated in Sri Lanka under registration number PV 00305615 of No. 74, Union Place, Colombo 02, Sri Lanka ("Tropical Seeds", "we", "us"), to the person or business that places an order with us ("you", "the Customer").

They apply to every order placed through our website at tropicalseedscorp.com, by telephone, by email or WhatsApp, through our field sales representatives, or at our offices and stores. By placing an order you accept these Terms. They override any terms you put forward in a purchase order or other document, unless we agree otherwise in writing signed by an authorised officer of Tropical Seeds.

2. Definitions

• Order means your request to buy Goods from us, in any of the ways described in section 1.
• Order Confirmation means the document, invoice or electronic message by which we accept your Order.
• Contract means the contract between you and us formed when we issue an Order Confirmation.
• Working Day means a day other than a Saturday, Sunday or public or mercantile holiday in Sri Lanka.
• Trade Customer means a dealer, distributor, estate, institution or other Customer buying in the course of a business.

3. Orders and acceptance

1. Product listings, catalogues, price lists and quotations are an invitation to treat, not an offer. Placing an Order is an offer by you to buy the Goods on these Terms.
2. A Contract is formed only when we issue an Order Confirmation or, if earlier, when we dispatch the Goods. Payment alone, including an online payment, does not by itself form a Contract.
3. We may decline any Order, in whole or in part, including where the Goods are unavailable, where a regulatory restriction applies, where the Order is outside your approved credit limit, where we cannot verify your identity or delivery address, or where an obvious pricing or description error has occurred. If we decline an Order you have already paid for, we refund the amount in full under our Refund and Return Policy.
4. You are responsible for the accuracy of your Order, including variety, pack size, quantity, formulation and delivery address. Please check your Order Confirmation on receipt and tell us within 2 Working Days of any error.
5. Quotations are valid for 14 days from issue unless stated otherwise, and may be withdrawn earlier.

4. Prices

1. Prices displayed on our website and in published listings are indicative list prices in Sri Lankan Rupees (LKR) and are published for general reference. They do not reflect dealer, distributor, trade, seasonal, promotional or volume-based pricing, which is agreed separately.
2. The price payable for any Order is the price stated on the quotation, pro-forma invoice or Order Confirmation issued before payment. Where you pay online, the amount charged is exactly the amount displayed to you at checkout and repeated on your Order Confirmation.
3. Unless stated otherwise, prices exclude delivery charges and applicable taxes, including Value Added Tax, which are shown separately and added to the invoice.
4. Prices may change without notice until an Order is confirmed. A confirmed price is held for that Order only.
5. If an obvious pricing error is discovered before dispatch we will contact you to reconfirm the Order at the correct price or cancel it and refund you in full.

Our full Pricing Policy is published alongside these Terms and forms part of them.

5. Payment

1. Unless you hold an approved credit account with us, payment is due in full before dispatch.
2. We accept online card and wallet payments through PayHere, and bank transfer, cheque and cash as agreed. Online payments are processed on PayHere's secure PCI DSS-certified systems. We do not receive or store your full card details. Our Privacy Policy explains what payment information we do receive.
3. A payment made by cheque or post-dated cheque is treated as received only when the cheque clears. A returned or dishonoured cheque may result in suspension of your credit account and of pending deliveries.
4. Where we have granted you a credit account, invoices are payable within the credit period stated on the invoice, without set-off or deduction.
5. We may charge interest on overdue amounts at 2% per month, or the rate stated on the invoice, from the due date until payment in full. We may also suspend deliveries, withdraw credit terms and require payment in advance while any amount is overdue.
6. We may apply any payment you make to the oldest outstanding invoice on your account.
7. All bank charges, remittance fees and payment gateway charges imposed by your own bank or payment provider are yours to bear.

6. Delivery

1. Delivery dates are estimates. Time is not of the essence unless we have agreed a firm delivery date in writing.
2. We deliver to the address stated on the Order Confirmation. Someone authorised by you must be present to receive and sign for the Goods. If nobody is available, we may leave the Goods at the address, leave them with a neighbour or the nearest dealer, or return them and charge a redelivery fee.
3. Delivery charges are as quoted at the time of the Order and depend on destination, weight and volume.
4. We may deliver in instalments. Each instalment is invoiced separately and a defect in one instalment does not entitle you to cancel the rest of the Contract.
5. You must inspect the Goods on delivery. Shortages, visible damage and incorrect items must be noted on the delivery document at the time of delivery and reported to us within the period stated in our Refund and Return Policy. Signing a clean delivery note is evidence that the Goods arrived in good order and in the stated quantity.
6. If delivery is delayed or prevented by something beyond our reasonable control, we will tell you and agree a revised date. We are not liable for delay caused in that way.

7. Title and risk

1. Risk in the Goods passes to you on delivery, or when you or your carrier collect them from our premises.
2. Ownership of the Goods does not pass to you until we have received payment in full for those Goods and for every other amount then due on your account.
3. Until ownership passes, you must store the Goods separately and in the conditions described in section 8 so that they remain identifiable as ours, must not remove or alter any label or batch marking, and must insure them against the usual risks. We may require you to return unsold Goods and, on reasonable notice, enter your premises to recover them if payment is overdue or you become insolvent.
4. You may resell Goods in the ordinary course of your business before ownership passes, but as principal, not as our agent.

8. Your responsibilities: storage, handling and use

Seeds, fertilisers and crop-protection products are living or chemically active materials whose performance depends entirely on how they are stored, handled and applied after they leave our control. You must:

• store the Goods in a cool, dry, shaded and well-ventilated place, away from direct sunlight, moisture, pests, fuel and agrochemical vapours, and follow any storage conditions printed on the pack;
• keep seed in its original sealed pack until sowing, and sow within the validity period shown on the label;
• follow the sowing rate, spacing, depth, season, soil preparation, irrigation, fertiliser schedule and any other instruction on the label or in our technical literature;
• observe all safety directions, protective-equipment requirements, dosage limits and pre-harvest intervals for crop-protection products and fertilisers;
• satisfy yourself that the variety or product is suited to your soil, climate, altitude, season, water source and intended market, taking independent agronomic advice where needed;
• keep the pack, label, batch or lot number and invoice until the crop is harvested, because any claim depends on them.

Goods that have been stored or handled outside these conditions, repacked, relabelled, decanted or mixed with other products fall outside our quality undertakings and outside our Refund and Return Policy.

9. Product information, germination and crop performance

1. We warrant that the Goods will, at the time of delivery, conform to the description, variety, batch and specification stated on the pack and invoice, and will meet the minimum germination and purity standards declared on the label, tested in accordance with the applicable seed standards.
2. Germination figures are laboratory results for the declared lot at the time of testing under controlled conditions. Field emergence is normally lower than laboratory germination and depends on sowing depth, soil moisture and temperature, seedbed preparation, pests, disease and weather.
3. We give no warranty as to yield, crop performance, maturity period, uniformity, produce quality, market price or profitability, and none can be implied. Those outcomes depend on soil, climate, water, nutrition, pest and disease pressure, cultivation practice and other factors entirely outside our control.
4. Descriptions, photographs, illustrations, trial data, maturity figures and yield potentials in our catalogues, website, packaging and advertising are indicative, describe results obtained under particular conditions, and do not form part of the Contract.
5. Advice given by our staff, field officers or dealers on variety choice, sowing programmes or crop management is given in good faith as general guidance. It is not a warranty and does not replace independent agronomic advice for your own conditions.
6. You must not rely on any statement about the Goods that is not set out in these Terms, on the pack label or in the Order Confirmation.

10. Regulatory compliance

1. We supply Goods in accordance with the Seed Act No. 22 of 2003, the Control of Pesticides Act No. 33 of 1980, the Fertiliser Act No. 68 of 1988 and the regulations made under them, together with the import, labelling and traceability requirements applied by the Department of Agriculture and its Seed Certification Service, the Registrar of Pesticides and the National Fertiliser Secretariat.
2. Certain Goods may be supplied only to holders of a valid dealer licence, or may be restricted by quota, permit or seasonal release. You must hold and maintain every licence, permit and registration your own purchase, storage, resale and use require, and must produce them to us on request.
3. You must comply with all laws applying to the transport, storage, resale, application and disposal of the Goods and their packaging, and must not resell or export Goods into a territory or use for which they are not registered.
4. We may withhold or recall Goods where a regulatory authority requires it. Where a recall is issued you must stop selling and using the affected batch immediately, and follow the recall instructions we give you.

11. Quality claims, returns and refunds

Our Refund and Return Policy, published alongside these Terms, forms part of them. It sets out the deadlines and the procedure for reporting shortages, damage, incorrect items and seed germination claims, the Goods that cannot be returned, and how and when refunds are paid.

If Goods are found not to conform to the warranty in section 9.1, our responsibility is limited, at our option, to replacing the Goods, supplying equivalent Goods, or refunding the price paid for them.

12. Limitation of liability

1. Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under the law of Sri Lanka, including your rights under the Consumer Affairs Authority Act No. 9 of 2003.
2. Subject to clause 12.1, our total liability arising out of or in connection with any Contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the price paid for the Goods giving rise to the claim.
3. Subject to clause 12.1, we are not liable for loss of profit, loss of crop or yield, loss of anticipated savings, loss of market, replanting or re-sowing costs, land preparation, labour, irrigation, fertiliser or agrochemical costs, loss of contract, loss of goodwill, or any indirect or consequential loss.
4. We are not liable for any failure or defect caused by storage, handling, sowing or application contrary to section 8, by use outside the recommended season, soil type or region, by mixing with other products, by adverse weather, flood, drought, pest or disease incidence, or by any act or omission of the Customer or a third party.
5. These limits are reflected in the price of the Goods. You may ask us about additional assurance, on terms agreed in writing, if you require greater protection.

13. Cancellation and suspension

1. Your right to cancel an Order before dispatch is set out in our Refund and Return Policy.
2. We may suspend performance or cancel any Contract, in whole or in part, on written notice if you fail to pay any amount when due, exceed your credit limit, breach these Terms and do not remedy the breach within 7 Working Days of being asked to, become insolvent or have a receiver or liquidator appointed, or if a regulatory restriction or recall prevents supply.
3. Cancellation does not affect any right or remedy that has already accrued, and does not affect clauses which by their nature survive termination, including sections 7, 9, 11, 12 and 18.

14. Events beyond our control

We are not in breach of these Terms, and are not liable for delay or non-performance, where the cause is beyond our reasonable control. This includes drought, flood, cyclone and other extreme weather, crop failure at source, pest or disease outbreak, fire, epidemic, strike or labour dispute, civil disturbance, act of government, import restriction, currency or foreign-exchange restriction, port or customs delay, fuel or power shortage, and failure of a carrier or utility. If the event continues for more than 60 days, either of us may cancel the affected Order, and we will refund any payment made for Goods not delivered.

15. Intellectual property

All trade marks, brand names, variety names, logos, packaging designs, catalogue text, photographs, technical literature and website content belonging to us or our suppliers remain their owners' property. Purchase of the Goods gives you no licence to use them beyond reselling the Goods in their original, unopened and unaltered packaging.

Where a variety is protected by plant breeders' rights or an equivalent right, you must not multiply, propagate for sale, condition for propagation, or sell seed of that variety produced from the Goods, except as the law or the rights holder expressly permits.

16. Privacy

We process personal data in accordance with our Privacy Policy and with the Personal Data Protection Act No. 9 of 2022. The Privacy Policy explains what we collect, how we use it, who we share it with, how long we keep it and the rights you have over it.

17. Complaints and disputes

1. Please raise any complaint with us first, using the contact details in section 20. We aim to acknowledge complaints within 2 Working Days and to resolve them within 14 Working Days, telling you if we need longer.
2. If a complaint cannot be resolved that way, we will both try in good faith to settle it by discussion between senior representatives before starting proceedings. Nothing in this clause prevents either of us from seeking urgent interim relief from a court.

18. General

1. We may assign or subcontract our rights and obligations. You may not assign yours without our written consent.
2. No delay or failure by us to enforce any right is a waiver of it.
3. If any provision is found to be invalid or unenforceable, the rest of these Terms continue in force.
4. No person who is not a party to the Contract has any right to enforce it.
5. These Terms, the Order Confirmation, the Pricing Policy, the Refund and Return Policy and the Privacy Policy are the entire agreement between us on their subject matter and replace any earlier arrangement or understanding.
6. We may change these Terms from time to time. The version in force when you place an Order is the version that applies to it. The current version is always published at tropicalseedscorp.com.

19. Governing law and jurisdiction

These Terms and any Contract, and any dispute or claim arising out of them or their subject matter, including non-contractual disputes, are governed by the laws of Sri Lanka. The courts of Sri Lanka have exclusive jurisdiction, and the parties submit to the jurisdiction of the District Court of Colombo and the Commercial High Court of the Western Province (holden in Colombo).

20. How to contact us

• Post: Tropical Seeds Corporation (Pvt) Ltd, No. 74, Union Place, Colombo 02, Sri Lanka
• Email: [email protected]
• Telephone: +94 77 732 5877
• Business hours: Monday to Friday, 8.30 am to 5.00 pm