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ATTENTION: In case of doubt, the GERMAN version applies.

General Terms and Conditions of Eurocrop GmbH

Amstetten for trading in agricultural and semi-finished products with commercial business partners
As of: 12/2018

  1. Basics: The basis of the offer and / or order acceptance and any contractual relationship with Eurocrop are the following provisions, which will also become part of the contract for the future business relationship, unless expressly agreed otherwise. Deviating provisions of the contractual partner are not valid. If the contracting parties use individual terms and quality descriptions that are not specified or that are indistinctly identified, the definitions in the sense of the provisions for business dealings on the stock exchange for agricultural products in Vienna (stock exchange opportunities) of the Vienna Commodity Exchange in the version of June 4. 2008 including the special provisions for certain goods from June 6, 2007. The following provisions have priority:

  2. Condition of the goods: The supplier is not liable for the demonstrability of the origin of the goods; Unless otherwise agreed, the customs documents serve as proof of origin unless the supplier knows that they are incorrect. Except in the case of a special promise as "guaranteed", the supplier is not liable for the origin, the year of harvest or the manufacturer being correct, unless he knows that the goods do not have the property and deliberately delivers the wrong goods If the goods are of the agreed other quality, the buyer must accept them, and a special purpose or property must always be agreed in writing in the delivery order - but not only in inquiries or discussions - and confirmed as "guaranteed". When concluding the contract, the buyer must ensure that the definition of the quality of the goods is sufficient for his purposes.

  3. Transfer of risk and transport: The transport and transfer of risk takes place CPT (Carriage paid to) duty paid according to ICC Incoterms 2010. The applicable compensation rates of the respective transport industry apply. The seller basically organizes the transport; the buyer bears the costs to a reasonable extent, unless otherwise agreed, for example by agreeing on a corresponding ICC Incoterm. Until the delivery is unloaded from the buyer, the seller alone is authorized to issue instructions to the carrier, provided that no freight document has been issued and handed over with which the cargo can be used. A redirection of the delivery to another destination by the buyer requires the consent of the seller. If the buyer is in arrears with payment or acceptance, the seller can make decisions and will inform the buyer. When loading non-EU ports, there is only limited insurance cover for transport; this also applies to conflict areas in general. It is stated that the buyer knows and accepts the liability restrictions of freight forwarders, carriers and shipping companies and that the seller has no special information obligations, not even regarding the respective transport handling; there may be short expiry periods for notification and assertion of claims for damages; Furthermore, the exclusion of evidence may apply if no complaint is made when loading and / or unloading, and this is recorded in a logically effective manner (in accordance with the shipping company's provisions); It is the responsibility of the buyer to obtain any information requested and to take additional safeguards, as well as to provide the necessary documentation of the conditions to worry about claims against the carriers.

  4. Time and fulfillment: Irrespective of an agreed delivery clause in the order conditions, the place of fulfillment according to CPT (Carriage paid to) according to the 'CC Incoterms 2010 Declarations of a delivery date are always expected delivery times by a forwarder, for which the seller assumes no liability, however, and also without the addition "ETA" - expected time of arrival - is considered to be pure information; the handover to the first carrier is decisive for the fulfillment of the contract. The seller is not liable for delays whatever (forwarder, technical ailment, accident, customs delay, etc.) Fixed transactions, which entitle the recipient to withdraw immediately, are only deemed to have been agreed upon with an express, written guarantee; in any other case, the date of dispatch is regarded as an approximate value, which can vary by up to 10 calendar days (before or after) Delay must expressly give the supplier a reasonable grace period d set in writing for a limited period (as long as this is not done, the service is permissible). The supplier only has the goods fully in stock at the time the contract is concluded, only with an express promise. Partial deliveries are permitted. If the partial delivery does not yet meet the agreed quality criteria, this must be reported, but the average quality of the entire further deliveries of the order is decisive, so that there is no right to rejection and replacement delivery or reduction.

  5. Storage, retention of title for all outstanding claims: Regardless of the transfer of risk, ownership is only acquired when the goods are taken over and paid for in full. In any case, the delivery obligation is deemed to have been fulfilled when the goods are handed over to the first carrier. Until full payment of all open invoices and all open delivery orders on the part of the seller, ownership of all delivered goods shall apply to the seller. Payment commitments by the buyer are irrelevant. If no security has been ordered for his payment, the buyer is obliged to store the delivered goods separately. In the event of mixing with goods of different quality or the buyer's own goods or with goods from third parties, the buyer loses all warranty and damage claims against the supplier. As long as the goods of the supplier have not been paid, the buyer acts as the custodian of the property of the seller and may only dispose of the goods with the seller's written consent. With the written confirmation of the payment, the depositary may then transfer the goods into his property. If permitted in local law at the destination of the delivery, an extended retention of title is hereby agreed, so that the seller also acquires a lien on all third-party payments that make payments for his goods to the buyer, which the buyer must keep and hand over to the seller insofar as he has open payment obligations. As long as the retention of title is in effect, the buyer must inform the seller at any time of where the goods are. Furthermore, the buyer must obtain the written consent of the seller before each further transfer from the destination and handover to a third party. If this rule is violated, a non-reducible penalty of 10% of the value of the goods (excl. VAT) according to the delivery agreement is due, whereby additional compensation for all expenses, damage and lost profit can be claimed.

  6. Duty to inspect, notification of defects, forfeiture of claims by the buyer when delivered by truck: Basically, it is a purchase in bulk and the seller has fulfilled his duty if the agreed quality is satisfied by random sampling. For deliveries by truck, the goods must be checked for weight and quality after the delivery has arrived while the truck is still. The buyer must make adequate samples. Defects that arise later and which could have been identified can no longer be claimed unless the seller knew the defect or had to know about it. The quality check must be carried out before the quantity check; If there is no complaint of quality before the truck is unloaded - in writing to the seller's office by fax or email, and if the seller's instructions are not followed and followed in the event of a complaint, the complaint is inadmissible and all claims against the seller have lapsed. In the case of a quality complaint, the seller decides whether the goods will be transported back or whether he will accept the complaint in whole or in part. Weight reductions of up to +/- 50kg are accepted and the purchase price is payable in full. The truck must first be weighed when it is loaded and then empty (cleaned (if necessary washed and dried)). The differences between the weight of the goods are decisive. The truck driver must confirm the weighings. If there is a difference of more than 2%, the buyer must inform the seller immediately. The delivered goods may only be stored in a separate warehouse or separate storage containers, which are sealed, until the truck is empty. If this is not done, the buyer cannot raise a complaint. If a complaint about quality is to be made, the buyer must take samples, corresponding to the commercially available sealing bags, maximum 250g per packaging unit. These samples must be labeled with the respective batch number and the removal documented and attested. The seller can designate a person to do this on his behalf attends. This must be on site within a maximum of 3 hours during the buyer's office hours, if at least 2 hours remain for inspection, otherwise on the next working day; this is to be seen, otherwise the buyer loses his claims from the complaint. The representative of the seller must also be given a sample from the same containers, which the buyer must seal. The seal must be photographed and the photos sent electronically to the seller so that the testing laboratory that the seller engages can check that the seal has not been broken. The seller does not have to accept other deviating complaints and the buyer loses his claims if he deviates. Evidence questions that should be excluded by these processes should not (can) be disputed. In order for the seller to be able to make a decision immediately in the event of a complaint about quantity or quality, the buyer must explain which defect he is reprimanding and whether he rejects the goods in full, or give a concrete figure of the amount he desires. Only such a complaint, submitted in writing to the seller's office by fax or email, is effective. The seller can refute the points criticized and / or dispute the appropriateness of the deduction or the costs invoiced; Furthermore, the seller can decide whether to withdraw the goods in full, in this case the seller must be able to remove them, otherwise the buyer must store the goods for a reasonable cost if the goods have already been unloaded and are not immediately loaded and removed can, whereby it is expressly agreed that the first week of storage is free of charge. The reasonable reimbursement of costs is therefore due from the second week of storage. A complaint is only correct if the truck with which the goods were delivered with a license plate and if big bags are used, the seal number and the reason for the complaint (including photo, date and time) are sent by fax, otherwise they are Claims of the buyer expire. The buyer must check the goods immediately upon arrival; standing times of more than 3 hours after arrival at the buyer shall be borne by the buyer if the transporter delivers to the buyer at least 5 hours before the end of normal daily working hours. The seller will try to announce the arrival of the carrier in advance. If an inspection cannot be completed during the buyer's business hours, delivery can be made again on the next working day.

  7. Duty to inspect, notification of defects, forfeiture of claims by the buyer in the case of ship transport: For transport by ship, possibly only on one passage, the above regulations apply analogously with the following modification: The condition and the quantity of the goods and services are decisive for the overall performance of the contract Goods when loaded. When loading the ship as well as unloading, the buyer must accept the involvement of an independent inspection service (such as SGS) and generally accept their test reports, which cannot be proven to be incorrect. The buyer is informed of the tests and can send their own inspectors who can attend the test by the independent auditor. The independent auditor has to create 3 sealed packages from each sample (one for his own use, one for the buyer, one for the seller). It should be noted that test reports must also be signed to the shipping company or objected to by the buyer or his inspector in a way that is understandable and provable, otherwise the test reports of the shipping company may become valid. Complaints that are not made when loading and unloading can no longer be made later, unless the seller or the shipping company knew the defects that are being claimed against them. The claims against the shipping company (from the loading including the condition of the ship and the provision of the ship) are assigned to the buyer insofar as they are not due to the buyer, who can and must assert them at his own risk and expense. Ship transport is organized by the seller at the buyer's expense. Any stipulations such as age and condition of the ship, scope of insurance and so on must be agreed separately. The deletion of the ship in the destination port, its organization and the securing of an available warehouse is the responsibility of the buyer. As soon as you drop off at the loading port, the buyer bears all costs that were not expressly factored in by the seller. The buyer will be informed of the expected arrival of the ship at least 3 working days prior to the arrival of the ship, unless shorter periods according to the passage are usual. The risk of delays due to causes of all kinds and the consequences thereof lies with the buyer. If the buyer defaults on unloading, the seller can make decisions at the buyer's expense, including storage in another port with a corresponding depot that complies with the hygiene regulations if no storage space is available at the destination port. For deliveries by ship there is a quantity tolerance for weight reductions due to samples of up to 0.5% in addition to the agreed delivery tolerance according to the order.

  8. Treatment of hidden defects: Hidden defects are those that can only be determined using laboratory technology, eg chemical contamination that violates the specification of the goods. The buyer must test the goods for any hidden defects before further delivery or further processing. The seller is not liable for consequential damage of any kind. Any notification of defects must be made within 21 days at the latest. The seller has the right to check the test result within a reasonable period, at the latest 21 days. The seller is entitled to offer a replacement delivery within a reasonable period (taking into account the usual lead times, production / purchasing process, customs clearance) or a price reduction. Otherwise, the same rules apply as for the notice of defects as stated above (separate storage, assertion and exclusion of complaints or further complaints, processing).

  9. Warranty, compensation, limitation of liability: In the event of a complaint, the seller is free to deliver the goods again within 4 weeks without the buyer being able to derive any claim for compensation from this. In the event of a short delivery of up to 10% below the tolerance limit, the correspondingly reduced price of the goods is to be paid to the seller without the buyer being entitled to further damages; otherwise a subsequent delivery can take place within 4 weeks (for ship delivery within 8 weeks). In the event that the seller does not deliver to the buyer in whole or in part, or withdraws the goods (and the seller is at fault), the buyer is entitled to a flat-rate compensation claim of 5% of the goods value excluding VAT (and excluding freight costs), calculated from the missing or undelivered quantity that was at least to be delivered; If the order does not show the price of the goods and the costs of their delivery and other costs separately, the total amount is the assessment basis. The seller is not liable for any kind of further damage, especially not lost profit as described above. Before resale or use, the buyer must check the goods for any potential damage to third parties and, apart from knowingly delivered by the seller of goods harmful to humans and animals, has no further claim against the seller, which he does if he fails to carry out suitable investigations predominant fault or, based on the situation, sole fault. Also the purity, the moisture. the stock and the production-related quality criteria of the goods must be checked by the buyer before further delivery and further processing and has no claims against the seller if he fails to do so, unless the seller knowingly delivered contaminated, unusable goods. Insofar as the above regulation does not apply, the liability of the seller is limited to gross negligence, an allocation of proof to the seller is waived, and the amount of liability is, if this is not actually covered by insurance and paid out by the insurer, to twice the value of the goods.

  10. Force Majeure and Hardship: The ICC Force Majeure Clause 2003 and the ICC Hardship Clause 2003 are agreed in accordance with publication No. 650 of the International Chamber of Commerce, as far as no more favorable regulations apply according to this contract. For ship deliveries, events such as low tides, floods and ice are also considered force majeurs - both on the high seas, in the loading and unloading ports and on the planned ship route. The unavailability of the required font, or only at more than 20% higher costs than shown in the order (unless the buyer is willing to bear the additional costs), extends the delivery period for the duration of the prevention. If these conditions persist for more than 3 weeks, the seller can cancel the order without the buyer's claim for damages.

  11. Payment, price increases, letter of credit: The buyer must make payment to the seller without deductions within 14 days after taking delivery of the goods (if shipped after the last day of loading), regardless of whether he has made a complaint. The payment obligation is only waived if the seller withdraws the goods beforehand. The seller must declare within 14 days whether he accepts or denies a complaint. In the event of price increases or price drops of more than 15%, the seller can withdraw from the contract in writing within 7 days. The relevant reference date for the submission of the declaration of dissolution after the price drop is the price development since the day the contract was concluded at the Vienna Stock Exchange, if it has no quotes, that of Matif (Paris) compared to the current price development on the reference date. The cancellation of the contract in this case does not lead to any mutual claims for damages. In the event of a price increase, however, the buyer can offer to accept the price increase and to fully secure the purchase price. The seller can accept this offer within 3 working days and then deliver within a period of 3 weeks (for ship delivery within 6 weeks). If the buyer orders a security of payment, e.g. a letter of credit, and the delivery times for the supplier are extended for whatever reason according to these terms and conditions, the seller can, before effecting the delivery, request that the payment promise in the security instrument be extended accordingly, so that the Seller as previously taught until 10 after the payment obligation, regarding this delivery remains secured. If a corresponding extension of the security is not provided within 5 calendar days, the seller can withdraw from the contract and claim damages from the consequences. In any case, as long as the goods have not yet been delivered, the seller can request that a collateral instrument be extended by at least 3 weeks from the date of the request, and stop the transport or delivery if this is not complied with within 7 calendar days. The cost of the extension (bank charges, currency costs, etc.) and any standing times are at the expense of the buyer. The letter of credit must be brought up in front of a bank that is authorized in the European Union and has at least an A rating. If there are several ratings, none of them may be lower. The seller can stop the preparations for the delivery as long as the letter of credit has not been confirmed by his bank. The time for loading is extended by this period. The text of the Letter of Credit must be accepted by the seller if the buyer does not use the sample or if the bank's confirmation of the L / C differs from the sample. As long as the L / C is not accepted by the seller in this case, the seller has no obligation to deliver or is not in default. The price increase clause will also apply until the date of the agreement-compliant L / C.

  12. Delivery freeze: The seller can, if the buyer defaults on payment from a transaction with the buyer, stop all further deliveries - including from other contracts - and also sell the goods to others within a reasonable period of time, at most 4 weeks after receipt of payment (within ship delivery 2 months after receipt of payment), make a replacement delivery at the same price. In the event of an increase in the price of the goods to be supplied between the time the first delivery is handed over to the transporter and the actual subsequent delivery, the seller can offset the difference; this in the sense of a comparison of the agreed price and the then applicable stock market value (closing note on the stock exchange day) compared to the stock market value on the new delivery day (handover to the carrier). The prices published on the Vienna Commodities Exchange are decisive, if they have no quotes, those of Matif (Paris). Furthermore, in the event of a justified as well as an unjustified complaint, the seller can withdraw from the delivery of further ordered goods from this contract and other contracts between the buyer and seller, without the buyer being entitled to a penalty or compensation. Conversely, in this case too, the seller is entitled to no compensation for the complaint made by the buyer.

  13. Offsets against payment claims of the seller are excluded, unless the claims are legally binding or have been recognized in writing. If a provision of this contract is ineffective, the court should interpret this contract as if an alternative regulation would have been possible that would lead to the same or at least a similar economic result. If there are several variants that are put forward, the court must decide which of them best corresponds to the fair business dealings and apply them.

  14. Ongoing billing: The buyer acknowledges the ongoing billing of the business relationship by the seller without reservation if he does not raise any objections within 10 days of receipt of the billing. All payments are offset against the oldest outstanding debt, first interest, then capital and then costs. In the event that the buyer is in arrears at a rate of more than 14 days, the seller can immediately call all outstanding claims.

  15. Place of jurisdiction, applicable law: It is agreed to apply Austrian law, excluding the reference to other legal systems and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. The supplier can choose to assert his claims at the competent court at his registered office, at the buyer's registered office or at the delivery destination. The seller can only be sued at his seat. All disputes arising from this contract or relating to its violation, dissolution or nullity can also be brought before the arbitral tribunal of the Exchange for Agricultural Products in Vienna, whereby the arbitration and arbitration regulations of the Exchange for Agricultural Products in Vienna expressly apply considered as agreed

Place of jurisdiction: Landesgericht Sankt Pölten AUSTRIA

Commercial register number: FN 404088y
Managing Director: Ing. Mag. J. Ritt

VAT: AT U68233707
Volksbank Niederösterreich AG BIC: VBOEATWWNOM IBAN: AT21 4715 0216 4911 0000
Raiffeisenbank Amstetten BIC: RLNWATWWAMS IBAN: AT47 3202 5000 0102 1880

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