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Sales conditions - CENTOR EUROPE

Applicability of the general terms and conditions

These terms and conditions of sale ("terms") shall apply to all offers and agreements relating to the sale and delivery of goods (such as semi-finished products) and services (such as seed treatment, research, consultancy and licenses) (the "products") by AGRIC SeedCoating and Technology B.V., its subsidiaries, affiliates and/or licensees or such other party permitted under these terms (both individually and collectively "AGRICSCT").

Definitions (in these terms and conditions of sale):

"Customer" means the person or company who accepts AGRICSCT's order for the sale of Products and Services or whose order for Products, Goods and Services is accepted by AGRICSCT.

"Contract" means a contract for the sale and purchase of Products and Services between the customer and AGRICSCT who supplies the Products and Services to customer. If the customer and AGRICSCT have agreed and signed a specific contract for the supply of Products or Services, the terms of such contract shall take precedence over theses standard terms.

"Terms" means the standard terms and conditions of sale as set out in this document and any other special terms agreed in writing in a Contract between the customer and AGRICSCT to the exclusion of all other terms or conditions.

"Products" means goods, such as polymers, coating materials, drying, coating or other technology to be supplied to the customer under a Contract.

"Goods" means goods such as coating materials, polymers, powders, equipment and/or beads to be supplied to the buyer under contract.

''Services" means services such as but not limited to consultation, training and advise to be supplied to the customer under a Contract.

"Actives" means ingredients such as, inter alia, plant protection products, stimulants or biologicals seek to protect the seed and crops against diseases, pests and stress and/or stimulate the growth of seedlings and plants.

"Sanctioned Person" means any person, organisation or vessel

designated on the United Nations Consolidated Lists, the Consolidated List of Financial Sanctions Targets maintained by the US Government's Denied Persons List, Entities List, Debarred Parties List and Terrorism Exclusion List or on any list of targeted persons issued under the Economic Sanctions Law of any other country (including the European Union);
that is, or is part of, a government of a Sanctioned Territory;
owned or controlled, directly or indirectly, by, or acting on behalf of, any of the foregoing; or
incorporated within, located within or operating from a Sanctioned Territory and subject to any Economic Sanctions Law; or
otherwise targeted under any Economic Sanctions Law.

"Economic Sanctions Law" means any laws, regulations, or other binding measures of the European Union, any EU member state, the United Nations, the United States of America or any other jurisdiction applicable to the Parties which relates to economic or trade sanctions, export controls, non-proliferation, anti-terrorism or similar restrictions.

"Sanctioned Territory" means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law from time to time.

Article 1 Orders

An order shall only have been accepted by AGRICSCT if and when AGRICSCT either (i) has sent the customer a written (electronic) order confirmation or (ii) has booked the order. In that case and from that time onwards the order shall be binding.

Article 2 Offers and prices

Offers and prices of AGRICSCT shall always be without engagement. Oral offers shall lapse after seven (7) days and written orders after thirty (30) days.

Article 3 Notices and communications

Unless stipulated otherwise, all communications concerning (the implementation or performance of) any order or agreement shall be made in writing.

Article 4 Information and data

All indications and descriptions in respect of type, properties, applications, performance etc. of the products to be delivered by AGRICSCT as contained in brochures, product information sheets (as available either on AGRICSCT's website or upon first request) or other documents of AGRICSCT, shall solely be meant as general information and for general guidance only and not as an indication of quality and/or guarantee.
AGRICSCT shall use its best endeavours to achieve accuracy and consistency when formulating the indications and descriptions as well as constant quality improvement. The customer, however, acknowledges that AGRICSCT cannot guarantee, warrant or represent that the products in all cases shall give results which conform to the indications and descriptions of AGRICSCT, which results shall depend on a variety of factors including location, cultivation measures, climatic circumstances and/or customer' knowledge. The customer shall be solely responsible for determining the suitability and appropriateness of the use of the products under different conditions and/or for different purposes.

Article 5 Conditions

Conditions for import/export

The customer shall inform AGRICSCT in writing of any statutory and/or regulatory requirements (if any) of the relevant authorities necessary for the delivery of the product, especially regarding, inter alia,:

invoicing;
international certificates;
import documents or declarations; and/or
the allowance of pesticides and other relevant chemicals.

Article 6 Delivery time

The delivery time shall be the minimum time necessary for AGRICSCT to deliver the product to the customer.

Any delivery time as stated by AGRICSCT shall only be an indication and shall not constitute a deadline. In the event of late delivery, the customer shall put AGRICSCT in default in writing and grant AGRICSCT a reasonable term to comply with the agreement.

If the customer fails to make any data, information and/or matters agreed upon and/or required by AGRICSCT for the execution of the order, available to AGRICSCT fully or in time, this shall automatically result in the postponement of any agreed delivery times to be observed by AGRICSCT.

Article 7 Delivery and product allocation

AGRICSCT shall always be entitled to have the agreement performed by its subsidiary, affiliate and/or licensee after consultation with the customer.
AGRICSCT shall deliver the products EXW from the premises of the contracting AGRICSCT company according to the latest version of the "INCOTERMS", as published by the International Chamber of Commerce or on such other terms designated under the INCOTERMS as may be expressly agreed upon in writing.
In case of the sale and delivery of goods in Europe Article 138, section 1 of Directive 2006/112 shall be applicable.
In the event that AGRICSCT does not have sufficient product (or raw materials to produce the product) or production capacity to serve all customers for all orders (whether previously accepted or not), AGRICSCT may then allocate the product among its customers at its sole discretion.

Article 8 Ownership and risk

AGRICSCT shall retain title to and ownership of the products until it has received payment in full of all sums due under the relevant agreement and any other agreement between AGRICSCT and the customer.

Article 9 Insurance

The customer shall at all times have in place adequate insurance against any possible claim arising from the indemnities given in accordance with article 14 of these terms.
On request, the customer must show AGRICSCT a copy of the insurance policy concerned which shows that the customer has complied with the above-mentioned obligation.

Article 10 Force majeure

Force majeure on the part of AGRICSCT shall in any case be understood to mean:
- any circumstance concerning people and/or materials used or normally used by AGRICSCT in the performance of the agreement which is of such a nature that the performance of the agreement becomes impossible or becomes so onerous and/or disproportionately expensive for AGRICSCT that performance of the agreement can, in reason, no longer or not immediately be demanded from AGRICSCT;
- strikes; fire; malfunctioning of the ICT infrastructure;the circumstance that a material or service that is important for the performance to be delivered by AGRICSCT is not delivered to AGRICSCT or is delivered late or improperly;
- and/or - government measures, extreme weather conditions, diseases, epidemics etc.

In the event of a force majeure AGRICSCT shall be excused performance of the agreement while the force majeure situation continues. If a situation of force majeure lasts for more than four (4) weeks, either party shall be entitled to terminate the agreement.
In the event of force majeure AGRICSCT shall not be obliged to pay any damages.

Article 11 Infringement

If AGRICSCT by delivery of the products infringes or threatens to infringe the intellectual property rights of third parties AGRICSCT shall, at its sole discretion, be entitled to either suspend or terminate the execution of the order.
In the cases referred to in the previous paragraph AGRICSCT shall not be liable to pay any damages to the customer.

Article 12 Payment

The prices and conditions of payment for the delivery of the products are stated in AGRICSCT's recent (non-binding) price list or agreed between AGRICSCT and the customer in writing and/or appear from the (pro forma) invoice.
Amendment of the prices and conditions of payment shall be made by AGRICSCT annually. AGRICSCT shall inform the customer accordingly.

AGRICSCT is further entitled to amend the prices and conditions of payment at any given time during the year. If in such a case a customer does not agree with the amendments as proposed by AGRICSCT, it shall be entitled within 30 days after receipt of the notification from AGRICSCT to terminate the agreement after execution and payment of the last order at the original price level, with the exception, however, of amendments as a result of any rules or regulations.

Any new prices shall supersede any earlier prices and apply to all orders accepted by AGRICSCT after notification of the new prices to the customer.

Unless stated otherwise, all payments shall be made in euros in accordance with the conditions as stated on the invoice and within the stated period, without any suspension, deduction or set-off.
Where the customer fails to pay the amount due to AGRICSCT within the stated period, AGRICSCT is entitled to charge interest at the rate of 1.5% per month. The customer is required to pay all costs and expenses (including legal expenses) incurred by AGRICSCT in order to obtain full performance on the part of the customer.
Unless stated otherwise, all prices are exclusive of value added tax or any similar taxes, if applicable and any additional costs, such as costs of packing, labelling, testing, dispatch, transport, insurance, certificates or any further handling as well as import duties and levies.

Article 13 Trademarks and copyright

If the customer wishes to use the name "AGRICSCT" and/or any other trademarks or trade names owned or used by AGRICSCT, the customer shall be obliged to receive the prior written permission from AGRICSCT. No other use shall be permitted. The customer shall also not be allowed to use any similar trademarks or trade names.
AGRICSCT shall retain the copyright in respect of all test results, documents, reports etc. it has prepared within the scope of the performance of the agreement. Publication or disclosure as well as use of the same shall not be allowed without the prior written permission from AGRICSCT.

Article 14 Liability and indemnification

Subject to any other provisions of these terms and subject to adequate proof by the customer AGRICSCT's liability - on any account whatsoever - shall in all cases be limited to the amount of the net invoice value of the order to be increased - if applicable - by the cost price of the starter material concerned, to a maximum amount of EUR 250,000, or its equivalent in the national currency of the contracting AGRICSCT company, in total. For this purpose the term "cost price" is defined as the price at which the customer has produced or acquired the seeds. AGRICSCT shall, however, never be liable for any consequential damages, including but not limited to loss of profits, or any other special, incidental or indirect damages of any kind or type.
The customer shall, if and to the extent permitted by law, defend and fully indemnify and hold AGRICSCT harmless from and against (i) any and all liabilities, losses, damages, costs or expenses, directly or indirectly, incurred or suffered by AGRICSCT as a result of the customer's breach of any provisions of these terms or the agreement between the parties and (ii) all actions, proceedings, claims or demands made by third parties arising from and/or relating to the performance of the agreement, irrespective of what reason.
If any products delivered by AGRICSCT are, in the customer's opinion, deficient or damaged in any way, such products shall at AGRICSCT's election, be either made available to AGRICSCT for inspection or returned to AGRICSCT. Any such products may only be used, sold or otherwise disposed by the customer after the prior express written approval by AGRICSCT. In such a case the customer shall defend AGRICSCT and shall fully indemnify and hold AGRICSCT harmless against any loss or damage suffered by any third party. AGRICSCT may then withdraw any right to use any of AGRICSCT's trademarks or trade names.
AGRICSCT shall not be liable to the customer or any other person if the products delivered by AGRICSCT are (i) treated, modified or damaged in any way by the customer, a third party or by any event or occurrence or (ii) incorrectly used and/or stored after the products have been delivered by AGRICSCT.
Current or former employees and servants of AGRICSCT may invoke these terms in the same manner.

Article 15 Actives

The addition of actives to the product shall be requested by the customer as part of the purchase order in accordance with AGRICSCT's standard product list and as further described in AGRICSCT's product information sheets and as prescribed by the manufacturer concerned, unless the customer has given instructions to apply alternative dosages and/or other actives, if and to the extent in accordance with applicable laws and regulations.
AGRICSCT shall only be liable for the correct addition of the actives (such as dosages) within the prescribed tolerances.
AGRICSCT shall not be liable for any damages (incurred by either the customer and/or any third party) resulting from the characteristics and/or usage of the actives and/or for the effects of actives on the quality of seeds and/or the incorrect use of the seeds or other starter material treated with such actives and/or any other risks for human beings and the environment.
AGRICSCT shall not be liable for any damages resulting from the addition of specific actives different from AGRICSCT's standard product list at the customer's request or instructions.
AGRICSCT shall not be liable for any restrictions imposed, or to be imposed by a government agency on the use of and/or trade in seeds which have been treated with actives.
In case of any registered actives AGRICSCT uses only those dosages which are prescribed by the manufacturer and/or those dosages which are legally established by the official institution of admission.
In case of seeds treated with actives the customer shall always be responsible for providing the end-user of the seeds with such information on the packing material and accompanying documents as required by the applicable laws and regulations.

Article 16 Complaints

The customer shall, immediately upon the discovery of a defect concerning the product delivered by AGRICSCT or when such defect could have been discovered, inform AGRICSCT accordingly in writing, precisely stating the nature of and ground for the complaint, failing which its rights shall automatically become extinct and null and void.
The samples taken by AGRICSCT shall form the basis for all determinations concerning the products. If the customer does not agree with AGRICSCT's test results, Naktuinbouw or any other industry accredited laboratory for research, at AGRICSCT's sole discretion, shall be requested to examine the samples of the delivered products (or, in case of any seed treatment, the samples of both treated and untreated seeds of the same lot). The results shall be conclusive, final and binding on both parties. The costs of such examination shall be borne by the non-prevailing party.

Article 17 Suspension or termination

If the customer fails to perform one or more of its obligations properly and/or timely or if it is likely that the customer will not (be able to) meet its obligations properly and/or timely:

the obligations on the part of AGRICSCT shall be automatically and immediately suspended until all amounts which are due and payable have been paid in full or any other obligation under these terms has been properly performed by the customer; and/or
AGRICSCT may demand (prior) payment in full and/or sufficient security from the customer (such as a bank guarantee to be issued by a bank approved by AGRICSCT) in respect of the performance on the part of the customer; or
AGRICSCT may forthwith terminate the agreement with the customer; all of the foregoing without prejudice to AGRICSCT's right to claim damages or compensation from the customer.

Article 18 Severability

If any provision in these terms is (i) void; (ii) voidable by a party; (iii) unenforceable; or (iv) illegal it is to be read down so as to be valid and enforceable or, if it cannot be read down, the provision is or, where possible, the offending words are to be severed from these terms without affecting the validity or enforceability of the remaining provisions (or parts of those provisions) of these terms.

Article 19 Extinction of rights

Unless AGRICSCT decides to prolong the period, the customer shall enforce its rights under the agreement within one (1) year after they have arisen by instituting legal proceedings, failing which any and all rights of the customer against AGRICSCT shall expire by force of law.
The above provisions do not detract from any other provisions of these terms on the strength of which one or more rights of the customer have already become extinct at an earlier stage.

Article 20 Applicable law

Each and every juridical relationship between AGRICSCT and the customer shall be governed by, and construed in accordance with, the laws of the country (or state or province, as the case may be) in which the contracting AGRICSCT company has its registered office, The applicability of the 'United Nations Convention on Contracts for the International Sale of Goods' shall be expressly excluded.

Article 21 Disputes

All disputes, including summary proceedings, relating to and/or resulting from these terms and/or agreements between AGRICSCT and the customer shall, to the exclusion of all other courts, be settled by the competent court in the district in which the contracting AGRICSCT company has its registered office.
AGRICSCT shall, however, remain entitled to bring a case before the court that is competent by law.

Article 22 Ethical Trading, Anti-Bribery Compliance

In accordance with AGRICSCT's commitment to sustainable and ethical business practices the customer warrants and represents that in connection with any matter arising under or pursuant to any Contract it shall
protect its workers' rights, including by ensuring: safe and hygienic working conditions, freedom of association, living wages are paid, working hours are not excessive, no discrimination is practised, no harsh or inhumane treatment is allowed and no child labour is used;
ensure environmental management programmes are in place
(without prejudice to Condition in article 22.2) not offer, promise, give or receive any improper financial payment and/or other improper advantage to or from any person, customer or supplier; and
not make or offer, directly or indirectly, any payment, gift or other advantage to a public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business
In addition, the customer:
shall comply with all applicable international laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption. (all of the aforesaid being "Relevant Requirements");
shall have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
shall on request by AGRICSCT certify to AGRICSCT in writing signed by an officer of the customer, compliance with this Condition in article 22 by the customer and all persons associated with it. The Buyer shall provide such supporting evidence of compliance as AGRICSCT may reasonably request.

Article 23. Sanctions Compliance

The customer:
shall on request by AGRICSCT certify to AGRICSCT in writing signed by an officer of the customer, compliance with this Condition in article 23, by the customer and all persons associated with it. The customer shall provide such supporting evidence of compliance as AGRICSCT may reasonably request;
warrants that neither it nor, to its knowledge, its officers, employees, nor any person involved by or for it in the performance of any Contract, is a Sanctioned Person; and
shall comply with international Economic Sanctions Law in all respects related to the performance of any Contract and shall not have any dealings or transactions with any Sanctioned Person (including in respect of any further sale of the Goods or Seeds if such dealings or transactions would cause AGRICSCT to be in violation, or to be subject to a risk of punitive measures being imposed pursuant to, any Economic Sanctions Law.

AGRICSCT B.V. Nov 2017