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AgriClime Terms & Conditions

Terms and Conditions for the AgriClime Program between Syngenta Australia Pty Ltd, whose principal office is at Level 1 2-4 Lyonpark Road, Macquarie Park, NSW, 2113 Australia (“Syngenta”) and the Grower (as defined in the Program Confirmation)..

 

 

1. PURPOSE

This document defines the terms and conditions for the AgriClime Program.

 

DEFINITIONS               

Agreement: these Terms and Conditions together with the Program Confirmation.

Break Fee: 2% of the Committed Spend set out in the Program Confirmation.

Cash Back: the amount refunded to the Grower in respect of the occurrence of a Drought Event described and calculated in accordance with the Program Confirmation.  

Committed Spend: The amount stated on the Program Confirmation, which will be at least A$50 per hectare (GST inclusive) on the selected Syngenta products across a minimum of 300 hectares. 

Consultant: the agronomist or consultant of the Grower who is authorised by the Grower to enter into this Agreement on the Grower's behalf.

Distributor: the distributor of Syngenta Products from whom the Grower purchases the Program Products.

Drought Event: an event which occurs when the Rainfall is less than the Rainfall Threshold.

Enrolment Date: the date upon which the Grower, or the Consultant on the Grower's behalf, enrols in the Program, using Syngenta's online registration form.

Enrolment Period: the period during which the Grower, or the Consultant on the Grower's behalf, may enrol in the Program, ending 30 days prior to the Program Start Date.

Opt Out Period: the period of 4 days following the Enrolment Date.

Paddock: the block or multiple blocks of land owned or controlled by the Grower across a minimum of 300 hectares, at the longitude and latitude location described in the Program Confirmation.

Program: the AgriClime Program.

Program Confirmation: the document confirming the operating terms between the parties emailed to the Grower by Syngenta prior to the Program Start Date.

Program Period: the number of days stated in the Program Confirmation for which the Program will occur.

Program Products: the Syngenta products specified in the Program Confirmation which the Grower must purchase to qualify for the Cash Back.

Program Start Date: the first day of the Program Period and the start date stated in the Program Confirmation.

Rainfall: satellite and weather station data of rainfall collected by MeteoGroup.

Rainfall Threshold: the amount specified (in mm) in the Program Confirmation as the Rainfall Threshold for the Paddock.

Terminating Event: an event which occurs on the date the Grower opts out of the Program, or on the later of either the last date of the Program Period or the date the Cash Back is paid, if applicable.

2. GROWER’S RIGHTS AND OBLIGATIONS

2.1  In order to be eligible for the Program, the Grower must:
(a) enrol a Paddock in the Program during the Enrolment Period;
(b) ensure all details in the Program Confirmation provided to the Grower are complete, up to date and accurate;
(c) make any and all payments due to the Distributor for Products as and when due; and
(d) achieve the Committed Spend in the Program Period and provide Syngenta with any documentation Syngenta requires to ensure the Grower has met the Committed Spend.

2.2  The Grower may opt out of the Program within the Opt out Period in accordance with clause 3.1(b).

2.3  If the Grower does not achieve the Committed Spend during the Program Period, no Cash Back will be payable whether or not a Drought Event has occurred, and the Grower must pay Syngenta the Break Fee within 14 days after the end of the Program Period.

3. SYNGENTA’S OBLIGATIONS

3.1  Within 30 days of the Enrolment Date, Syngenta will notify the Grower by email that:
(a) the Grower has been enrolled in the Program (whether by the Grower or by the Consultant on the Grower's behalf); and
(b) the Grower may opt out of the Program by return email to Syngenta requesting they be removed from the Program within the Opt Out Period.

3.2  Syngenta will email the Grower the Program Confirmation following the Opt Out Period, provided the Grower has not opted out of the Program. Syngenta will email the Grower the Program details within 30 days of the Enrolment Date.

3.3  Subject to the terms and conditions of this Agreement, Syngenta will pay the Grower the Cash Back amount if a Drought Event occurs.

3.4  Syngenta will notify the Grower of the occurrence of a Drought Event within 7 days after the end of the Program Period.

3.5  If a Cash Back is payable in accordance with this Agreement, the Cash Back payment shall be made within 14 days from the end of the Program Period. The Cash Back shall be subject to any limits or caps specified in the Program Confirmation.

3.6  For the avoidance of doubt, Syngenta reserves the right to withhold any Cash Back amount unless and until the Grower provides complete and accurate information to the satisfaction of Syngenta in its sole discretion that the Grower has achieved the Committed Spend and complied with the terms of this Agreement.

3.7  For the avoidance of doubt, the Committed Spend in the Program Confirmation is based on Syngenta’s recommended retail price for the relevant Program Products. The Distributor may offer a higher or lower price, at the Distributor’s sole discretion. Any difference between the Syngenta recommended retail price and the Distributor price will not affect the amount of the Cash Back.

4. CONSULTANT'S OBLIGATIONS

4.1  If the Consultant enrols on the Grower's behalf pursuant to clause 3.1(a) of this Agreement, the Consultant represents and warrants that they are authorised by the Grower to act on the Grower's behalf in enrolling in the Program.

4.2  The Consultant will act on behalf of the Grower only for the purposes of enrolment during the Enrolment Period.

5. WEATHER INFORMATION

All weather information used in respect of this Program is taken from the data provider, MeteoGroup. The data will be used to determine if a Drought Event has occurred. The data has also been used to model historical trends to establish the Rainfall Threshold.  The weather information provided by Syngenta under or in relation to this Agreement is developed based on probabilities and is for indicative purposes only. In no event shall Syngenta be liable to the Grower for any losses, damages, liabilities, expenses and costs howsoever occurring that the Grower may incur or suffer in relation to the Grower’s use of or reliance upon such weather information.  Syngenta disclaims any and all warranties and representations expressed or implied as to the nature and accuracy of such weather information. 

6. CONFIDENTIALITY

6.1  Each party (“the Receiving Party”) shall, during the term of this Agreement and subsequent to its termination, keep confidential and not disclose to any third party (except employees, insurers and/or sub-contractors of the Receiving Party on a need-to-know basis, and for whom the Receiving Party shall remain liable) without the other party’s prior written consent, any information and data of whatever nature and in whatever form relating to the other party or this Agreement which comes into the possession or knowledge of the Receiving Party under or as a result of this Agreement (“the Confidential Information”). Furthermore, the Receiving Party warrants and undertakes that it shall not use the Confidential Information for any purpose other than the purpose for which the Confidential Information is given without the other party’s prior consent in writing.

6.2  The confidentiality obligations provided for in this Agreement shall remain valid for a period of 2 years after the termination of this Agreement.

7. PRIVACY

Syngenta agrees to comply with its obligations under the Privacy Act 1988 (Cth) in respect of any personal information concerning the Grower or the Consultant collected by Syngenta in the course of conducting the Program.

8. MISCELLANEOUS

8.1  The Agreement between Syngenta and Grower shall commence on the Enrolment Date and shall continue until a Terminating Event occurs.

8.2  This Agreement represents the entire terms and conditions in relation to the subject matter of this document and supersedes any previous document whether written or oral between the parties in relation to that subject matter. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of this Agreement.

8.3  No amendment or variation of this Agreement shall be effective unless it is made or confirmed in a written document issued by Syngenta. The Grower may not assign its rights under this Agreement without the prior written consent of Syngenta.

8.4  If any part of this Agreement is invalid or unenforceable, this Agreement does not include it. The remainder of this Agreement continues in full force.

8.5  The Program is not intended to be and will not be construed as an insurance offering. The Cash Back is not intended to be and will not be construed as an insurance payment.  In no event will Syngenta’s payment to the Grower hereunder exceed the Cash Back amount set forth on the Program Confirmation.

8.6  This Agreement shall be governed by and construed in accordance with the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales and any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement.

8.7  By accepting the Terms and Conditions, each party certifies and warrants that it understands the legal significance of the terms of this Agreement and that it has the legal authority to bind the organisation it represents to the terms of this Agreement.

 

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