Terms and Conditions for the AgriClime Program between Syngenta Crop Protection, LLC, whose principal office 410 Swing Rd, Greensboro, NC USA (“Syngenta”) and the Grower (as defined in the Program Confirmation).
PURPOSE
This document defines the terms and conditions for the AgriClime Program.
Advisor: an agronomist, advisor, or Syngenta Reseller, of the Grower.
Agreement: these Terms and Conditions together with the Program Confirmation.
Cash Back: the amount refunded to the Grower in respect of the occurrence of a Weather Peril Event described and calculated in accordance with the Program Confirmation. The amountstarts at the Drought Start Payout and pays out on a linear basis up to the Drought Maximum Payout as defined by the Program.
Committed Acreage: The amount of acreage stated on the Program Confirmation.
Drought Event: an event which occurs when the Rainfall is less than the Drought Start Payout.
Drought Start Payout: the amount specified (in inches) in the Program Confirmation as the drought start payout for the Field.
Drought Maximum Payout: the amount specified (in inches) in the Program Confirmation as the drought maximum payout for the Field.
Excess Rain Start Payout: the amount specified (in inches) in the Program Confirmation as the Excess Rain start payout for the Field.
Excess Rain Maximum Payout: the amount specified (in inches) in the Program Confirmation as the Excess Rain Maximum Payout for the Field.
Excess Heat Start Payout: the amount specified (in days) in the Program Confirmation as the Excess Heat start payout for the Field.
Excess Heat Maximum Payout: the amount specified (in days) in the Program Confirmation as the Excess Heat maximum payout for the Field.
Enrollment Date: the date upon which the Grower enrolls in the Program using Syngenta's online registration form.
Enrollment Period: the period during which the Grower may enroll in the Program, ending May 1, 2020.
Field: The Grower’s Committed Acreage co-located 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 and Syngenta Reseller products specified in the Program Confirmation which the Grower must purchase to qualify for the Cash Back.
Program Protocol: selected Program Products on selected crops as defined in the Program Confirmation
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 as provided by meteoblue AG, CHIRPS V2 (Climate Hazards Group InfraRed Precipitation with Station) 0.05° spatial resolution.
Syngenta Reseller: an entity authorized by Syngenta to provide Program Products and from whom the Grower purchases the Program Products.
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.
Weather Peril Event: A weather event where actual weather experienced falls within the program thresholds detailed in the Program Confirmation.
2. GROWER’S RIGHTS AND OBLIGATIONS
2.1. In order to be eligible for the Program, the Grower must:
(a) enroll a Field in the Program during the Enrollment Period;
(b) ensure all details in the Program Confirmation provided to the Grower are complete, up to date and accurate;
(c) purchase Program Products in amounts that meet or exceed volumes required under the Program Protocol for the Committed Acres;
(d) provide proof of purchase to Syngenta for all Program Products in accordance with2.1(c) prior to the enrollment deadline as specified by Syngenta;
(e) make any and all payments due to the Syngenta Reseller for Products as and when due; and
(f) not return purchased Program Products
2.2. The Grower may opt out of the Program in accordance with Section 3.1(b). The failure by the Grower to satisfy any of Sections 2.1(a)-(f) will result in cancellation of the Grower’s enrollment and participation in the Program.
3. SYNGENTA’S OBLIGATIONS
3.1. Within 5 days of the Enrollment Date, Syngenta will notify the Grower and Advisor by email that:
(a) the Grower has been enrolled in the Program; and
(b) the Grower may opt out of the Program by calling the AgriClime hotline at AgConnections requesting they be removed from the Program during the EnrollmentPeriod.
3.2. Syngenta will email the Grower the Program Confirmation following the Enrollment Period, provided the Grower has not opted out of the Program. Syngenta will email the Grower the Program details within 30 days of the Enrollment Date.
3.3. Subject to the terms and conditions of this Agreement, Syngenta will, at Syngenta’s sole discretion, and upon satisfaction of Section 2 of these Terms and Conditions: (1) pay the Grower the Cash Back amount if a Weather Peril Event occurs; or (2) provide the Advisor or Syngenta Reseller the Cash Back amount to distribute to Grower.
3.4. Syngenta will notify the Grower of the occurrence of a Weather Peril Event within 60 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 provided in accordance with Section 3.3 within 120 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 Program Protocol and complied with the terms of this Agreement.
4. ADVISOR'S OBLIGATIONS
4.1. The Advisor will act on behalf of the Grower only for the purposes for which Advisor is authorized by Grower.
4.2. Provide any Cash Back amount received from Syngenta to Grower upon Grower’s satisfaction of Section 2 of these Terms and Conditions.
5. WEATHER INFORMATION
All weather information used in respect of this Program is taken from the data provider, meteoblue AG. The data will be used to determine if a Weather Peril Event has occurred. 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, as a “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 3 years after the termination of this Agreement.
7. PRIVACY
Proper management and control of a variety of information is a priority for Syngenta and is governed by laws and regulations, industry policies, and our own policies and Code of Conduct. Syngenta takes commercially reasonable security safeguards to ensure that information is protected against risks such as loss or unauthorized access, destruction, use, modification or disclosure of information. All customer information we collect is relevant, adequate and proportionate for the purposes it is collected. Syngenta does not keep personal information for longer than is necessary except as required by law, e.g., for regulatory compliance.
8. MISCELLANEOUS
8.1. The Agreement between Syngenta and Grower shall commence on the Enrollment 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 the State of North Carolina. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in North Carolina 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 organization it represents to the terms of this Agreement.