GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

GENERAL TERMS AND CONDITIONS OF PURCHASE

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" or "us") and the customer as the buyer (hereafter: "customer") and shall apply likewise to future contracts and deliveries 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 and contractual clauses of the customer or third parties shall not become part of the contract.

2. CONCLUSION OF CONTRACT AND ORDER CONFIRMATION

2.1. Offers can be made both in writing and verbally. Our offers are always non-binding and subject to change; they only invite the customer to submit an offer. The contract becomes effective only by our written order confirmation or actual delivery, but not by our mere non-response. The content of the order confirmation is considered as agreed unless the customer contradicts immediately in writing. Confirmation letters and letters from the customer containing changes to our offer and/or our order confirmation shall not become part of the contract unless they are confirmed by us in writing. In case of deliveries without an order confirmation, the most recently submitted offer shall apply.

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

2.3. The contract shall be concluded in principle 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 dispatch terminal (place of delivery to the carrier at the dispatch terminal) in this valid version shall be agreed.

2.4. The contract languages are exclusively German and English. If the customer uses another language, the corresponding part or the corresponding declaration shall not become part of the contract and shall not have any legal effect.

3. PRICES, PRICE CHANGES, INVOICES, VALUE-ADDED TAX

3.1. Prices quoted by ProAgro are subject to change and, unless otherwise stated, are net prices in EUR excluding VAT.

3.2. In the event of an increase in taxes, fees, levies, customs duties, costs for transport, customs clearance, storage, service or insurance or other price components relevant for ProAgro's calculation after the conclusion of the contract but before mutual fulfilment of the contract or in the event that ProAgro incurs additional costs in this period due to newly introduced generally applicable or otherwise unavoidable payment liabilities associated with the delivery, ProAgro is entitled to increase the price to the extent of these additional costs and the customer is obliged to reimburse these additional costs. ProAgro will inform the customer about the price increase. Upon request, we will also provide the customer with evidence of the basis for the price increase. If the price increase amounts to more than 35 %, the customer is entitled to withdraw from the contract with regard to deliveries not yet started within 14 days from our information about the price increase. The withdrawal must be in writing.

3.3. The customer agrees to the issuance and receipt of invoices in an electronic format.

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

3.4. If ProAgro or the customer ships or transports the goods from the member state of origin to the member state of destination in the EU, the customer acquires the goods for his business and the acquisition of the goods is taxable at the customer's premises as an acquirer in another EU member state, such an intra-community delivery is exempt from Austrian VAT and ProAgro does not charge Austrian VAT. The customer notifies ProAgro of his VAT identification number assigned to him in the other EU member state and may not act under his (possibly assigned) Austrian VAT identification number for the intra-community delivery. The customer is obliged to pay tax on the purchase in the other EU member state and indemnifies and holds ProAgro harmless in this respect. If the customer does not provide a VAT identification number or if the VAT exemption of the delivery is doubtful, ProAgro will invoice VAT and the customer is obliged to pay it.

If, in the case of an export delivery, the customer takes on the transport or dispatch of the goods to the third country, he is obliged to hand over to ProAgro the legally required export certificates as a prerequisite for VAT exemption in Austria immediately and in the original (currently necessary when dispatching goods: export declaration with customs exit confirmation and when transporting goods: export certificate with customs exit confirmation). Otherwise, and in the case of export deliveries with a domestic collector (pick-up delivery), Austrian VAT will be charged and the customer is obliged to pay it.

4. DELIVERY, PARTIAL DELIVERIES, PLACE OF PERFORMANCE, TRANSFER OF RISK, ACCEPTANCE

4.1. The delivery takes place in the agreed containers and packaging, in the absence of such agreement, the choice is ours. The information provided by the carrier and the time of handover to the carrier at the dispatch terminal shall be decisive for determining the weight and volume of the goods. Short or excess deliveries customary in the trade shall also be deemed to be fulfilment of the contract.

Delivery periods and dates are only binding if they are expressly designated as binding in our order confirmation. Furthermore, binding delivery periods and dates are also in place with the reservation to correct, timely and sufficient delivery by our own suppliers.

If ProAgro has taken on the transport of the goods beyond the dispatch terminal, ProAgro is entitled to the right of disposal as sender and the right to instruct the carrier to stop, return or deliver the goods to a recipient other than the one designated in the consignment note (place of unloading) (sect. 433 of the Austrian Commercial Code).

4.2. We are entitled to carry out partial deliveries, to issue partial invoices and to make these due for payment and to hold on the delivery or further partial deliveries until receipt of the invoice amounts, both in the individual and in the blanket order relationship.

In the absence of any agreement to the contrary, the customer shall make call-offs from a blanket order in such a way that the partial deliveries from the total quantity ordered in accordance with our blanket order confirmation are evenly spaced out over the delivery period by the number as well as the times of the call-offs and the respective partial quantity called off. ProAgro is not obliged to deliver excess quantities. If the customer calls off smaller quantities, he bears the resulting additional costs and ProAgro is entitled, but not obliged, to reduce the total quantity or to balance the quantities in subsequent partial deliveries. Deviating from the quantity called for partial delivery, ProAgro is entitled to round off or round up the quantity to full packaging and loading units.

4.3. In the absence of any agreement to the contrary, the place of performance for deliveries is the dispatch terminal determined by ProAgro, ProAgro bears the costs of packaging, transport to the dispatch terminal and loading, and the customer bears the terminal fees, the costs of unloading and all other transport costs.

4.4. Risks and transport risks shall pass to the customer when the goods are handed over to the carrier at the dispatch terminal. The retention of title remains in force (article 7 of this contract).

4.5. The customer is obliged to take all reasonable actions and provide the necessary cooperation in order to enable us to deliver and is obliged to accept the goods, if necessary also in partial deliveries, at the agreed place and agreed time. In the event of a delay in delivery, the customer is also obliged to accept the goods within the grace period.

If the customer refuses acceptance or is in default of acceptance, he shall bear the risk of loss or deterioration of the goods. In this case, we are entitled to withdraw from the contract after setting a grace period and, without prejudice to any other claim for compensation and without being obliged to do so, we are entitled to enforce payment of the purchase price, to insure the goods, to deposit or store them at a depository of our choice at the risk and expense of the customer or, after prior warning, to sell them elsewhere at the market price for the account of the customer on account of payment. In the case of perishable goods or disproportionately high costs, no prior warning is necessary. The customer shall bear or reimburse us for deposit, storage, insurance and sales brokerage costs as well as a reasonable fee for the execution of the sale. If the remaining sales price is below the purchase price agreed between ProAgro and the customer, the customer is obliged to pay the difference. Until payment of these costs, ProAgro may retain the goods.

4.6. In the event of a delay in delivery, the customer shall, except in the case of agreed fixed-date transactions, set a reasonable grace period of at least 14 days in writing, failing which the grace period shall not start.

A covering purchase by the customer is in any case only permissible after prior written request to us for subsequent delivery within a reasonable grace period of at least 14 days including the submission of offers for covering purchases and only after non-delivery within this grace period. A covering purchase must then be made immediately at the market price, or, 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, WARRANTY, COMPENSATION OF DAMAGES, PRODUCT LIABILITY

5.1. In general, only the specific properties and purposes of the goods confirmed by us in writing shall apply.

In the absence of such an agreement, we shall deliver goods of customary quality and suitability for Austria, descriptions given by us and samples and specimens handed over shall represent a mere approximation of the goods to be delivered and are not binding for us, nor are public statements by us or third parties in this respect. Liability for a specific purpose is excluded if the customer has not expressly stated such purpose intended by him in his offer and we have not confirmed it in writing. Any liability of ProAgro for a use of the goods deviating from such an agreement, unusual or otherwise contrary to the intended purpose is excluded in any case.

5.2. There is no presumption of defectiveness.

The customer must check the goods immediately after their delivery and still in the containers and packaging used for the delivery, including in the case of resale, serial transactions and drop shipping. The customer must notify us in writing of any defects, incorrect deliveries or missing quantities within 6 hours in the case of perishable goods, otherwise within 14 days from delivery, stating the defects precisely and comprehensibly for us, otherwise claims from warranty, warranty recourse, damages due to the defect itself and claims based on an error about the freedom from defects of the goods can no longer be asserted. Goods of a quality or commercial class other than that agreed constitute a wrong delivery which must be notified.

Defects that may have arisen during transport must additionally and immediately be reported by the customer to the carrier, notwithstanding the fact that the transport risks have already been passed to the customer when the goods were handed over to the carrier in the dispatch terminal.

5.3. The warranty period is six months from actual delivery or, in the event of refusal of acceptance or default of acceptance by the customer, from agreed delivery. After expiry of the warranty period, special recourse pursuant to sect. 933b of the Austrian General Civil Code is also excluded. We may demand that the entitlement for the complaint is proven to us by an official certificate or expert. If the complaint turns out to be unjustified, the customer shall reimburse the costs incurred. In the event of a justified and timely notice of defects, we are entitled to choose between replacement delivery, repair, reduction of the purchase price or cancellation of the contract.

5.4. Claims for damages against us shall, with the exception of damages to persons, only exist in the event of intent or gross negligence and shall become statute-barred within six months of knowledge of the damage and the damaging party, but in any event within five years. The burden of proof of fault shall rest on the customer. The liability to pay compensation is limited to the price of the affected delivery or partial delivery (partial quantity) and an absolute maximum amount of EUR 50,000.00, whichever limit is lower. Recourse claims against ProAgro according to sect. 12 of the Austrian Product Liability Act and on the basis of other claims shall be excluded.

6. DUE DATE, PAYMENT AND DEFAULT IN PAYMENT

6.1. In the absence of any agreement to the contrary, the purchase price shall be due for payment at the date of delivery or earlier invoicing. We are entitled to demand advance payment of the purchase price from the customer (advance payment). In case we have declared a part of the purchase price due for payment separately and this due part is not paid in time, we are entitled to declare the entire purchase price due for payment without further notice by granting a grace period. Notwithstanding the above due date provisions, we generally object to any customer request for a payment term exceeding 30 days. Notwithstanding any warranty claims of the customer, the customer shall not be entitled to withhold payments in case of minor defects or with regard to the defect-free part of the delivery.

6.2. The payment shall be made cashless and free of deductions and charges for us to the account notified by us. The payment shall be deemed on 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.

6.3. In the case of default in payment, all payment benefits, price advantages, deductions and cash discounts granted shall lapse and we shall be entitled to default interest in the amount of 12 % p.a., but at least statutory entrepreneurial default interest in accordance with sect. 456 of the Austrian Commercial Code (as amended). If we use a higher-interest loan to cover the claim, the interest on the loan and other additional costs shall be reimbursed to us by the customer. The customer must also reimburse us for any reminder, collection and (lawyer and court) enforcement costs.

7. RETENTION OF TITLE, ASSIGNMENT OF FUTURE CLAIMS, CONSEQUENCES OF PROCESSING AND MIXING

7.1. The goods delivered by us remain our property until full payment of the invoices issued by ProAgro for them (ordinary retention of title). The resale, transfer of the right to expectancy, transfer of ownership by way of security or pledging of the goods before complete payment of our invoices is not permitted. ProAgro is entitled to revoke any prior written consent granted for resale and/or transfer of rights for good cause. ProAgro also retains ownership in any case of resale and transfer of rights to goods delivered by us to third parties before full payment of our invoices (extended retention of title).

The customer must inform his own customers, purchasers and other third parties in writing, demonstrably and with publicity effect of our reserved property and must mark all goods subject to the retention of title. In the event of garnishment or seizure of the goods, the customer must refer to our reserved property (our ordinary and extended retention of title) and notify us immediately in writing.

7.2. If the goods are sold before full payment of the purchase price to us, the customer's claim to the proceeds of the sale against the buyer is transferred to ProAgro without a declaration being required for the transfer of the claim. Upon conclusion of the contract (article 2 above), the customer assigns both existing and future claims from the resale of the goods to us on account of payment (advance assignment of future claims). The customer must enter the advance assignment of future claims in his books, demonstrably inform the buyer of it at the time of the conclusion of the contract with the latter, comply with all other formal requirements for the effectiveness of the advance assignment, receive the proceeds of the sale (purchase price) on our behalf and transfer them to us without delay and without deduction.

7.3. The customer shall be obliged to provide us with complete accounts, shall provide us with written information at our request at any time on the existence and whereabouts of goods subject to retention of title as well as on the amount, due date, debtor and collectability of the customer's claims to the proceeds of sale covered by the advance assignment and shall provide us with corresponding evidence.

7.4. If our goods are mixed with goods of the same type or with other goods, we acquire proportionate co-ownership of the mixture or composite according to the ratio between the purchase price for the goods delivered by us and the purchase price for the goods mixed with them. If our goods are manufactured, we acquire co-ownership of the new product according to the ratio between the purchase price for the goods delivered by us and the purchase price for any goods manufactured with it and the manufacturing costs at arm's length, insofar as they have increased the value.

The customer may neither sell nor transfer nor pledge the mixture or composite or the new product and must store it carefully and free of charge. The customer shall not have a right of retention to it. ProAgro is entitled to demand payment of the proportionate market value or sales proceeds from the customer, but in this case is obliged to credit the customer's payment to the open invoices issued by ProAgro and to transfer ownership to the customer after full settlement of the invoice amounts.

8. PROHIBITION OF SET-OFF, EXCLUSION OF RIGHTS OF RETENTION AND SATISFACTION

8.1.The customer may not offset with counterclaims unless they are legally binding established by a court or acknowledged by us in writing.

8.2. Any right of retention and satisfaction of the customer in respect to goods, other movable properties and documents handed over by us or on our behalf shall be excluded, both for connected and non-connected claims.

9. PREREQUISITES FOR FULFILMENT OF THE CONTRACT, WITHDRAWAL, FORCE MAJEURE, OTHER UNAVOIDABLE EVENTS

9.1. The customer's ability to pay as well as his general ability to fulfil the contract including necessary preparation, provision and cooperation in the delivery and acceptance constitute essential prerequisites for the conclusion of the contract. We are entitled to suspend our contractual obligations, to halt delivery and to withdraw from the contract if the customer does not pay the purchase price after conclusion of the contract, if we receive information about financial difficulties of the customer or a probable default of payment from an office customary in business, if insolvency proceedings are opened regarding the customer's assets or are not opened due to insufficient cost coverage or if serious reasons endangering the fulfilment of the contract by the customer become apparent.

We will notify the customer of the suspension of our contractual obligations and the halting of delivery and at the same time submit an invoice. In this case, the customer is entitled and obliged to either pay the purchase price plus default interest within 7 days or to provide us with an adequate and valuable security for the full amount. Otherwise, any withdrawal declared by us shall become effective at the end of this period. If the goods are perishable, if disproportionately high costs are to be expected or if there is imminent danger for other reasons, we are entitled to withdraw from the contract without granting this 7-day period.

9.2. If partial deliveries are agreed in the contract, ProAgro is entitled to withdraw from the contract with regard to this partial delivery and all further partial deliveries covered by the contract if the customer does not pay the purchase price, if the customer gets into financial difficulties or becomes insolvent, if insolvency proceedings are opened regarding the customer's assets or are not opened due to insufficient cost coverage or if, in connection with a partial delivery, serious reasons endangering the fulfilment of the contract by the customer become apparent.

9.3. In the event of a withdrawal by ProAgro, ProAgro is entitled to sell the goods at the market price for the account of the customer on account of payment. If the sales proceeds is below the purchase price agreed between ProAgro and the customer, the customer is obliged to pay the difference. In these cases, the customer must also reimburse ProAgro for deposit, storage, insurance and sales brokerage costs as well as a reasonable fee for the execution of the sale. Until payment of these costs, ProAgro may retain the goods.

If we do not make use of our right of withdrawal, all deliveries in these cases shall in any case only be made against advance payment. We are also entitled to request the customer to provide sufficient and valuable security for other reasons and to halt the delivery or (further) partial deliveries until the security has been provided.

9.4. Events of force majeure are such events or circumstances that prevent ProAgro from fulfilling one or more contractual obligations if the impediment is beyond ProAgro's reasonable control, could not reasonably have been foreseen at the time of the conclusion of the contract and the effects could not reasonably have been avoided or overcome by ProAgro.

The core area of such events and circumstances is agreed to be in particular war, extensive military mobilisation, occupation, act of terrorism, sabotage, strike, sanction, boycott, embargo, import, export or transit ban, widespread closure of transport routes, epidemic, pandemic, plague, large-scale pest infestation, large-scale crop failure or shortfall, natural disaster, mudflow, flood or low water, interruption of land or waterways lasting several days or other extraordinary traffic obstruction, failure of telecommunications, failure of energy supply, extreme weather conditions (hurricane, drifts, floods, etc.), failure of water supply, generally applicable official orders and prohibitions as well as events or circumstances equivalent in their effect.

For this core area, it is presumed that the events and the impediments caused by them were or are beyond ProAgro's reasonable control and foreseeability if it is credibly shown that the impacts could not have been reasonably avoided or overcome by ProAgro.

Other unavoidable events are such events or circumstances that prevent ProAgro from fulfilling one or more contractual obligations, if these are not caused by force majeure according to the preceding paragraphs, in particular cessation of business by producers or upstream suppliers, lack or shortage of means of transport or containers, incorrect, untimely or insufficient self-delivery to ProAgro, court decisions issued against ProAgro which cannot be appealed further, seizure, expropriation, individually applicable official orders and prohibitions as well as events or circumstances equivalent in their effect.

For these other unavoidable events, the same legal consequences apply as for the core area of force majeure events if ProAgro proves that the effects could not have been reasonably avoided or overcome by ProAgro and that the events and the impediments caused by them were or are beyond ProAgro's reasonable control and foreseeability.

Events of force majeure and other unavoidable events are also considered as such if the event or circumstance and the impediment caused thereby do not directly affect ProAgro but the upstream supplier/subcontractor and ProAgro is prevented from fulfilling one or more contractual obligations as a result.

ProAgro must notify the customer immediately of events of force majeure and other unavoidable events. Events of force majeure and other unavoidable events release ProAgro from the obligation to fulfil its contractual obligations as well as from obligations to compensate for damages and preclude contractual and legal remedies of the customer against ProAgro for breach of contract for this duration. In the event of such events of force majeure and other unavoidable events, binding delivery periods and dates shall be extended by the duration of the impediment plus reasonable preparation and implementation time for the delivery after the impediment has ceased to exist. However, if the impediment has an unforeseeable or, from an economic point of view, unreasonable or unfeasible duration, we are entitled to withdraw from the contract, if appropiate also partially, and neither of the parties shall incur any claims for compensation as a result.

10. CONFIDENTIALITY AND PROTECTION OF SECRETS, INTELLECTUAL PROPERTY RIGHTS

10.1. The customer is obliged to maintain confidentiality and must also oblige all its employees to maintain confidentiality regarding all business and trade secrets of ProAgro and third parties that have become known or otherwise accessible to him through or as a result of the business relationship or its initiation with ProAgro, even after the end of the business relationship. Offer and order documents may not be made accessible to third parties.

10.2. Technical documents, descriptions, catalogues, brochures, product data sheets, samples, specimens, illustrations and the like remain our intellectual property. The customer shall not obtain any rights of use or exploitation whatsoever.

11. APPLICABLE LAW AND JURISDICTION

The laws of the Republic of Austria with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG) shall apply exclusively. The court with exclusive jurisdiction for disputes between ProAgro and the customer arising from or in connection with this contract shall be the competent court in Vienna for the 22nd district.

12. GENERAL PROVISIONS

12.1. The customer is obliged to comply with the legal, official, contractual, and other provisions and orders concerning import, transit, export, transport, storage, cooling, safety of persons and property, labelling, issuance of hazard and warning notices, customs clearance, taxation and use and to indemnify and hold ProAgro harmless in this respect, insofar as this is not an obligation that applies exclusively to ProAgro. Insofar as ProAgro has rights and obligations relating to these matters by virtue of contract, law, or official order, these are not affected by the above obligation of the customer.

12.2. Verbal side agreements to this contract do not exist. Any deviation from and modification to the contract and these General Terms and Conditions of Sale and Delivery requires the written form to be legally valid.

12.3. Indication of deadlines in days mean calendar days.

12.4. The customer shall notify us of any changes to his business, billing, or delivery address and its bank details. If we are not notified of a change in these addresses, declarations sent to the last address notified shall be deemed to have been received, invoices shall be deemed to have been issued legally correct and we shall be entitled to deliver to the last address notified.

12.5. If any individual provision of these General Terms and Conditions of Sale and Delivery is or becomes 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 in terms of its effect.

valid since 10th February 2022

GENERAL TERMS AND CONDITIONS OF PURCHASE

1. SCOPE

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

2. CONCLUSION OF CONTRACT AND ORDER

2.1. Offers can be made both in writing and verbally. Offers made by the supplier are binding for at least one month from the date of issue. The contract becomes effective only by our written order, but not by actual delivery by the supplier or third parties or by our mere non-response. The content of our order, blanket order and/or call-off order is considered as agreed unless the supplier contradicts immediately in writing. Confirmation letters and letters from the supplier containing changes to our order, blanket order and/or call-off order shall not become part of the contract unless they are confirmed by us in writing.

2.2. We are entitled to make the conclusion of the contract and/or the payment conditional on certain conditions or the confirmation of our order by the supplier with the same content. This is done by inserting "We request your prompt written confirmation by return." or similar remarks in the order or in any preceding correspondence.

2.3. The contract shall be concluded in principle 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, DDP Vienna (Delivered Duty Paid Vienna) in this valid version is considered to be agreed.

2.4. The contract languages are exclusively German and English. If the supplier uses another language, the corresponding part or the corresponding declaration shall not become part of the contract and shall not have any legal effect.

2.5. In the case of blanket orders, unless otherwise agreed, we shall not be obliged to call off the blanket in part or in full, but the supplier grants us an option, exercisable at any time, to call off the goods covered by the blanket order on the terms agreed therein. The classification of an order as a blanket order may result from our explicit name as such, the content of the order or the purpose of the order communicated by us to the supplier. Blanket orders also do not establish any other obligations on our part.

3. DELIVERY, PARTIAL DELIVERY, ACCEPTANCE, TRANSFER OF RISK AND DELAY IN DELIVERY

3.1. The supplier acknowledges that we have a particular interest in the punctual and accurate receipt of the goods in the agreed quality and therefore insist on full compliance with the order quantities, delivery dates, quality, and delivery conditions. The supplier must always consider delivery obligations of ProAgro to its own customers (in particular in the case of serial transactions or drop-shippings) notified to the supplier and not immediately contradicted by the supplier, so that these can be fulfilled. Unless otherwise agreed, these delivery obligations are agreed as the purpose of the contract for determining the time, place and type of delivery and take precedence over any other rule of doubt.

The delivery date shall be strictly adhered to. The delivery shall be carried out on the agreed delivery date during normal business hours; in the absence of an agreement, the delivery shall be carried out immediately without undue delay.

The delivery shall be carried out at the agreed place, in the absence of an agreement at our choice at the place of our branch office or our nearest warehouse in Austria.

The delivery shall be carried out in the agreed containers and packaging or, in the absence of an agreement, in containers and packaging customary for trade. Unless otherwise agreed and unless we expressly waive this in writing, the goods shall be delivered in neutral packaging and, in the case of serial transactions or drop-shippings or other delivery without our physical acceptance or directly to our own customer, without any reference of the supplier (on sender’s papers, package inserts or similar) in our name and by using the delivery notes provided by us. The supplier must take back the packaging material resulting from the delivery or reimburse us for the costs of disposal.

3.2. In the absence of any agreement to the contrary, the supplier shall not be entitled to make partial deliveries or to issue partial invoices.

3.3. In the absence of any agreement to the contrary, we are entitled to make call-offs from a blanket order at our own discretion without being bound to specific partial quantities, a specific number or to specific times of the call-offs or their distribution over the delivery period.

3.4. We are entitled to refuse deliveries that do not conform to the above conditions or partial deliveries and partial invoices not expressly agreed, to make the acceptance and/or payment conditional on the complete and exact fulfilment of the contract or to make it subject to reservation. If the acceptance of the goods is made subject to reservation only, we shall be entitled to insure the goods at the risk and expense of the supplier, to deposit or to store them at a depository of our choice and to withhold payment in full until complete and exact fulfilment of the contract and until full reimbursement to us by the supplier of the costs incurred due to the reservation. In derogation from sec. 379 of the Austrian Commercial Code, however, we are not obliged to provide for the temporary custody of the goods.

3.5. Risks and transport risks shall only pass to us upon unconditional acceptance of the goods at the place of destination. Until unconditional acceptance, the supplier shall bear the risk of loss or deterioration of the goods. If the goods are only accepted subject to reservation, risks and transport risks shall only pass to us upon complete and exact fulfilment of the contract and upon full reimbursement to us by the supplier of the costs incurred due to the reservation.

3.6. If the supplier is in default with the complete and exact fulfilment of the contract, we are entitled, also with regard to any part of the delivery not yet delivered or not unconditionally accepted by us, after issuing a reminder for fulfilment and granting a reasonable grace period, which needs not to exceed 14 days, at our discretion, either to withdraw from the contract and claim reimbursement from the supplier for the damage incurred and/or, even without a separate warning, to carry out a covering purchase at a third party's offer obtained by us if the supplier is still in default with the complete and exact fulfilment of the contract even after expiry of the grace period. In the event of a covering purchase carried out by us, the supplier shall be obliged, irrespective of fault, to reimburse us for the lost profit and the additional costs of the covering purchase as evidenced by the transmission of the confirmation or the invoice of the covering purchase and/or the resale. In addition, the supplier is obliged, irrespective of fault and without offsetting against his other liability for damages, to pay a contractual penalty in the amount of 2 % of the agreed purchase price or remuneration of the delivery in default up to the amount of the same per calendar day until delivery of the goods by supplier and their unconditional acceptance by us or until a covering purchase has been carried out by us. Any claim for damages in excess thereof shall remain unaffected. The supplier must also reimburse us for any reminder, collection and (lawyer and court) enforcement costs.

4. QUALITY OF GOODS AND LEGAL QUALITY, WARRANTY, COMPENSATION FOR DAMAGES

4.1. The goods must have the properties, quality, grade, and class of goods, that are contractually agreed and in particular specified in our order as well as the suitability corresponding to the contractually agreed purpose of the goods, in the absence of such an agreement a suitability corresponding to a purpose otherwise known to the supplier, in the absence of such a purpose otherwise known to the supplier, goods of the quality and suitability customary in trade in Austria shall be owed. Unless the supplier expressly declares otherwise, descriptions given and samples handed over to us as well as public statements by the supplier or third parties shall be binding.

The delivery must be carried out batch-clear. Unless otherwise agreed, the goods must have a remaining shelf life of 80% of the total minimum durability or consumption period at the time of delivery. In the case of an expiry date, which is non-mandatory to be declared, in particular in the case of fresh fruit, fresh vegetables, potatoes and sugar, the goods must retain their specific properties and suitability for resale for a comparable reasonable period of time. The cooling chain must be maintained by the supplier without interruption and for this purpose the delivery must also be carried out at a time and in a manner that it can be observed by our acceptance or that of a third party. The supplier shall submit the temperature record to us without being requested to do so.

The supplier guarantees that the goods comply in their composition, quality, packaging, declaration, and if applicable, customs tariff classification and specification with the respectively applicable provisions of the EU and of the announced or recognisable country of destination, subsidiarily with the Austrian provisions, in each case including the relevant ancillary laws and regulations, as well as all other regulations issued in this context, in particular those serving the protection of consumers and employees. In particular, the supplier guarantees compliance with the provisions on harmful substances and maximum residue limits, registration of the goods and complete fulfilment of the obligations pursuant to the "REACH"-Regulation (EC) No. 1907/2006 as well as compliance with the provisions on classification, labelling and packaging of substances and mixtures and complete fulfilment of the obligations pursuant to the "CLP"-Regulation (EC) No. 1272/2008, as amended, including annexes and implementing regulations.

4.2. There is no retention of title or other reserved rights of the supplier to the delivered goods. Declarations by the supplier and/or its suppliers in this respect shall not become part of the contract.

The supplier guarantees that the goods are free from third party rights and, in particular, that there are no retentions of title, rights of ownership, rights of liens, rights of retention, satisfaction, right to separate satisfaction or right to separation, or intellectual property rights. If such rights are asserted, we shall be entitled to withdraw from the contract without setting a grace period, to reclaim any purchase price already paid and to return the goods at the supplier's risk and expense. In addition, the supplier shall reimburse us all costs and damages incurred on us and shall indemnify and hold us harmless against third parties.

4.3. We are entitled to refuse deliveries that do not conform to the above conditions and to make the acceptance and/or payment conditional on the complete and accurate fulfilment of the contract or to make it subject to reservation. If the acceptance of the goods is made subject to reservation only, we shall be entitled to insure the goods at the risk and expense of the supplier, to deposit or to store them at a depository of our choice and to withhold payment in full until the supplier has provided proper warranty. In derogation from sec. 379 of the Austrian Commercial Code, however, we are not obliged to provide for the temporary custody of the goods. Until complete and accurate fulfilment of the contract and unconditional acceptance, the supplier shall bear the risk of loss or deterioration of the goods.

4.4. The applicability of sections 377 f of the Austrian Commercial Code is excluded. We are not obliged to inspect the goods or to give notice of defects, incorrect deliveries or incorrect quantities, and no legal consequences can be derived at our expense from a failure to inspect or to give notice of defects.

4.5. The supplier waives any right to rescind for any lesion beyond moiety (laesio enormis).

4.6. Our statutory and contractual claims for warranty and damages shall remain unrestricted. In particular, no exclusion and no limitation of our claims to certain degrees of fault, of the period for warranty, the period for the reversal of the burden of proof or the period of prescription, of the rights of regress or recourse or of the amount shall apply.

5. INVOICES AND PAYMENT, PROHIBITION OF ASSIGNMENT, PROHIBITION OF SET-OFF, RIGHT OF RETENTION

5.1. Invoices shall be issued to us by the supplier in accordance with the Austrian Value Added Tax Act (UStG) 1994 and the Austrian Value Added Tax Guidelines (UStR) 2000 or, in the case of intra-community acquisition, in accordance with the internal market regulations, and shall be sent by separate post or electronically to our business address or e-mail address in accordance with these VAT regulations. Invoices must refer to our order by quoting our order number in order to allocate them to it. Invoices that are not issued accordingly are deemed to have not been issued and not to be due and will be returned by us.

5.2. Unless otherwise agreed, payments shall be made within 30 days with a 2 % discount or within 90 days net, from receipt of the invoice, but at the earliest from receipt of the goods by us and unconditional acceptance or receipt by our customer proven by the supplier and its unconditional acceptance.The payment shall be deemed due in time if it is assigned on the last day of the granted payment term.

5.3. The supplier is not entitled to assign claims against us to third parties without our written consent.

5.4. The supplier may not offset counterclaims unless they are legally binding established by a court or acknowledged by us in writing.

5.5. In the event of defects, we are, even despite acceptance, entitled to withhold our payment in full until the defects have been remedied, and in the event of withdrawal from the contract, we are entitled to retain the movable goods of the supplier until we have been reimbursed for all costs arising from this withdrawal, from related and non-related transactions with the supplier, and to obtain satisfaction of our claims from this.

6. WITHDRAWAL, TERMINATION OF CONTRACT

6.1. We are entitled, also with regard to any part of the delivery not yet delivered or not accepted by us, to suspend our contractual obligations, in particular to refuse acceptance and to withhold payment, to make the acceptance and/or payment conditional on the complete and exact fulfilment of the contract and on the provision of sufficient and valuable security for future deliveries or partial deliveries for the full amount, to accept and/or pay only subject to complete and exact performance of the contract and the provision of adequate security for future deliveries or partial deliveries, and to withdraw from the contract, if the supplier is in default with the complete and exact performance of the contract, if we receive information about financial or difficulties of the supplier or a probable delivery failure from an office customary in business, if insolvency proceedings are opened regarding the supplier's assets or are not opened due to insufficient cost coverage or if serious reasons endangering the fulfilment of the contract by the supplier become apparent.

We will notify the supplier of the suspension of our contractual obligations. In this case, the supplier is entitled and obliged to either carry out the delivery or partial delivery or to provide sufficient and valuable security for future deliveries or partial deliveries within 7 days. Otherwise, any withdrawal declared by us shall become effective at the end of this period. If the goods are perishable, if disproportionately high costs are expected or if there is imminent danger for other reasons, we are entitled to withdraw from the contract without granting this 7-day period.

6.2. In the event of a withdrawal by us, we are entitled, at our discretion, either to claim reimbursement from the supplier for the damage incurred and/or, even without a separate warning, to carry out a covering purchase at a third party's offer obtained by us. In particular, the supplier shall be obliged, irrespective of fault, to reimburse us for the lost profit, the costs incurred and the additional costs of the covering purchase as evidenced by the transmission of the confirmation or the invoice of the covering purchase and/or the resale. In addition, the supplier is obliged, irrespective of fault and without offsetting against his other liability for damages, to pay a contractual penalty in the amount of 2 % of the agreed purchase price or remuneration of the delivery in default up to the amount of the same per calendar day until delivery of the goods by the supplier and their unconditional acceptance by us or until a covering purchase has been carried out by us. Any claim for damages in excess thereof shall remain unaffected. The supplier must also reimburse us for any reminder, collection and (lawyer and court) enforcement costs.

If we do not make use of our right of withdrawal, all payments in these cases shall in any case only be made against advance delivery. We are also entitled to request the supplier to provide sufficient and valuable security for other reasons and to withhold the payment until the security has been provided.

6.3. If a reason for withdrawal or any other reason which entitles the supplier to terminate the contract becomes known or recognisable to the supplier, the supplier must inform ProAgro of this in writing and expressly with proof of the reason within a reasonably short period of time, which in any case must not exceed 7 days from the date of knowledge or recognisability, and at the same time set ProAgro a reasonable grace period of not less than 14 days. If ProAgro remedies the reason within this grace period or if the supplier can otherwise reasonably be expected to continue to adhere to the contract, the withdrawal from or the termination of the contract is not permissible.

6.4. If the supplier invokes an event of force majeure with regard to its obligation to complete and exact fulfilment of the contract in relation to an already due or future delivery or partial delivery, the supplier must notify ProAgro of this in writing and expressly with proof of the reason within a reasonably short period of time, in any case not exceeding 7 days, from the date of knowledge or recognisability, otherwise the assertion of claims is excluded. The supplier must prove and provide evidence that the effects could not have been reasonably avoided or overcome by the supplier and that the effects and the impediments caused by them were or are also beyond the reasonable control and foreseeability of the supplier. If the impediment, if applicable also with regard to individual partial deliveries, only has an effect for a foreseeable or economically reasonable or feasible duration, a withdrawal from the contract by the supplier based on the event of force majeure is not permissible.

7. CONFIDENTIALITY AND PROTECTION OF SECRETS

The supplier must maintain confidentiality and must also oblige all its employees to maintain confidentiality regarding all business and trade secrets of ProAgro and third parties that have become known or otherwise accessible to the supplier through or as a result of the business relationship or its initiation with ProAgro, even after the end of the business relationship. Offer and order documents may not be made accessible to third parties.

8. APPLICABLE LAW AND JURISDICTION

The laws of the Republic of Austria with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG) shall apply exclusively. The court with exclusive jurisdiction for disputes between ProAgro and the supplier arising from or in connection with this contract shall be the competent court in Vienna for the 22nd district.

9. GENERAL PROVISIONS

9.1. The supplier is obliged to comply with the legal, official, contractual, and other provisions and orders concerning import, transit, export, transport, storage, cooling, safety of persons and property, labelling, issuance of hazard and warning notices, customs clearance, taxation and use and to indemnify and hold ProAgro harmless in this respect, insofar as this is not an obligation that applies exclusively to ProAgro. Insofar as ProAgro has rights and obligations relating to these matters by virtue of contract, law, or official order, these are not affected by the above obligation of the supplier.

9.2. Verbal side agreements to this contract do not exist. Any deviation from and modification to the contract and these General Terms and Conditions of Purchase requires the written form to be legally valid.

9.3. Indication of deadlines in days mean calendar days.

9.4. The supplier shall notify us of any changes to his business, billing, or delivery address and its bank details. If we are not notified of a change in these addresses and data, declarations sent to the last address notified shall be deemed to have been received, invoices shall be deemed to have been issued legally correct and payments shall be deemed to have been made in discharge of debt.

9.5. If any individual provision of these General Terms and Conditions of Purchase is or becomes 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 in terms of its effect.

valid since 14th February 2022