GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1. SCOPE

These General Terms and Conditions of Sale and Delivery form the basis of the entire business relationship of ProAgro GmbH as the seller (hereafter: "ProAgro" or "we") and the customer as the buyer and shall apply likewise to future contracts without the need to be agreed on again. Upon conclusion of the contract, the customer accepts these General Terms and Conditions of Sale and Delivery and acknowledges their sole validity. General terms and conditions of the customer or third parties shall not become part of the contract.

2. CONCLUSION OF CONTRACT AND CONFIRMATION OF SALE

Offers can be made both in writing and verbally. Our offers are always non-binding and subject to the following confirmation of sale. The contract becomes effective only through our written confirmation of sale or actual delivery. The content of the confirmation of sale is considered as agreed unless the customer contradicts immediately in writing. Confirmation letters sent to us by the customer shall not become part of the contract unless they are confirmed by us in writing. In case of deliveries without a confirmation of sale, the last offer will apply.

We are entitled to make the conclusion of the contract and / or the delivery conditional on the advance payment of the purchase price.

The contract is basically concluded using the Incoterms in the version declared valid by the International Chamber of Commerce (ICC) at the date of the conclusion of the contract. If no separate agreement is concluded in individual cases, FCA (place of delivery to the carrier) in the version Incoterms 2010 shall be considered to be agreed.

3. PRICES AND INVOICES

Unless otherwise specified, prices quoted by ProAgro are net prices exclusive of VAT.

Intra-Community deliveries (to buying customers within EU member states) are exempted from the Austrian VAT, as long as the customer provides his VAT Identification Number and the other conditions are met. Otherwise, and in the case of export deliveries with domestic collectors (pick-up delivery), the Austrian VAT will be charged.

ProAgro does not assume any obligation to issue invoices under foreign (non-Austrian) law.

In the event of an increase in duties or charges after the conclusion of the contract but before fulfillment or if these are newly introduced by law, the customer shall reimburse the additional costs.

4. DELIVERY AND ACCEPTANCE

The delivery takes place in the agreed containers and packaging, in the absence of such agreement, the choice is ours.

We are entitled to carry out partial deliveries, to issue partial invoices and declare these due and to await the delivery or further partial deliveries until receipt of the invoice amounts.

The customer is obliged to take all reasonable actions in order to enable us to deliver and to accept the goods at the agreed place and time. If the customer defaults on acceptance, he bears the risk of loss or deterioration of the goods. In this case we are, without loss of any other claim for compensation, entitled to store the goods at his risk and expenses or sell them at the market price after prior notice for his account. For perishable goods no prior notice is necessary. If the sales price achieved in such a way is lower than the purchase price agreed between ProAgro and the customer, the customer is obliged to pay the difference.

In any case, a covering purchase by the customer is only permitted after prior written request for subsequent delivery within a reasonable period of time, including submission of offers for covering purchases. A permissible covering purchase shall be made immediately thereafter at the market price, in the case of reasonable assumption of a lower market price within a reasonable time at the lower price. A price higher than the market price at the agreed time of delivery date shall by no means be reimbursed.

5. QUALITY AND WARRANTY

If certain properties and purposes are not stipulated in writing, we deliver goods of merchantable quality and usual suitability. In the absence of such an agreement, descriptions given and samples and patterns provided by us are a mere approximation of the goods to be delivered and are not binding for us as well as are any public statements made by us or third parties. The determination of the weight and the volume of the goods is based on the information provided by the carrier.

The customer is obliged to check the goods immediately after their delivery and still in the containers and packaging used for the delivery and to notify defects immediately, otherwise warranty claims from , claims for damages due to the defect itself as well as because of an error as to the absence of defects can no longer be asserted. The customer shall notify defects that may have occurred during transport additionally to the carrier.

Defects, wrong deliveries or shortages shall be reported to us, stating the defects, in writing and in timely manner, that we receive the notice in case of perishable goods within 6 hours, otherwise within 14 days from delivery. Weekends and public holidays as well as times outside office hours do not extend this notification period.

We can request that the entitlement for the notification be evidenced by an official certificate or expert. If the complaint turns out to be unjustified, the customer shall reimburse the costs incurred.

6. DUE DATE, PAYMENT AND DEFAULT

The purchase price is, in the absence of a separate agreement, due for payment at the date of delivery or earlier invoicing. In case we have declared an part of the purchase price due for payment separately and this part is not paid in time, we are entitled to declare the entire purchase price due for payment without further notice after setting a grace period. The payment shall be made cashless and without deduction on the account we have disclosed. The payment is due in time if it is received on the last day of the granted payment term, a bank transfer receipt is not sufficient as a proof of payment.

In the case of default, default interest in the amount of 12 % p.a., but at least entrepreneurial default interest in accordance with § 456 of the Austrian Commercial Code (as amended) shall apply . If we use a higher-interest loan to cover the claim, the additional costs shall be reimbursed by the customer. In addition, all reminder and enforcement costs shall be reimbursed.

7. RESERVATION OF TITLE

The goods remain our property until full payment of the invoices issued by ProAgro.

The resale, transfer of the right to expectancy, creation of collateral property or pledging of the goods before complete payment of our invoices is inadmissible. The customer will inform his own customers in writing and demonstrably on our reservation of title. If the goods are nevertheless resold before full payment of the purchase price, the customer assigns already existing and future claims from a resale to us, informs his own customers and shall receive any purchase price in our name and behalf. In the case of seizure of the goods, the customer shall point out our reservation of title and inform us immediately in writing.

If our goods are mixed or mingled with goods of similar type, we acquire co-ownership of the product. If our goods are processed, we remain the owner of the new product.

8. PROHIBITION OF SET-OFF

The customer may not offset with counterclaims, unless these are legally binding established or recognized by us in writing. Every right of retention and satisfaction of the customer subject to movable objects handed over by or for us is excluded both for connected and non-connected claims.

9. RIGHT OF WITHDRAWAL

ProAgro assumes the solvency of the customers as an essential condition for the conclusion of the contract. We are entitled to withdraw from the contract if the customer is unable to pay the purchase price after the conclusion of the contract, if we receive information from a customary site about customer's financial difficulties or a probable default or if insolvency proceedings are opened regarding the customer's assets or if they are not opened due to insufficient cost coverage. In this case the customer shall reimburse the costs incurred. If we do not make use of our right of withdrawal, all deliveries will only be made against advance payment in these cases.

We are also entitled to request the customer to provide a sufficient and valuable security and to to await the delivery or further partial deliveries until receipt of the security.

If the customer is in default of acceptance of the goods, we can withdraw from the contract after setting a grace period. In this case, the costs incurred shall be reimbursed by the customer.

In events of force majeure or outside our sphere of influence, which prevent us from delivering in time, such as strike, embargo, natural disasters, exceptional traffic delays, court decisions or state prohibitions, we will inform the customer immediately. If the event is unpredictable for us and cannot be overcome by reasonable means or is without possibility of influence for us, we are entitled to withdraw from the contract and without incurring any claims for compensation for any party.

10. REQUIREMENT OF WRITTEN FORM AND SEVERABILITY CLAUSEL

Verbal side agreements to this contract do not exist. Any deviation and modification of these General Terms and Conditions of Sale and Delivery requires the written form to be legally valid. If any individual provision of these General Terms and Conditions of Sale and Delivery is or become invalid or void, the validity of the other provisions shall not be affected thereby. The parties agree to replace the ineffective provision with an effective provision that comes as close as possible to the ineffective provision.

11. APPLICABLE LAW AND JURISDICTION

The laws of the Republic of Austria with the exception of the UN Sales Convention (CISG) shall apply exclusively. The court with exclusive jurisdiction for disputes arising out of or in connection with contracts and the business relationship between ProAgro and the customer shall be the competent court in Vienna for the 22nd district.

Kontaktní údaje

ProAgro GmbH

Ateliergasse 1
A-1220 Vídeň, Rakousko

+43 1 203 40 41 - 0

office@proagro.at