General Terms and Conditions of Purchase

1. General / Contracts

(1) For all purchase contracts concluded by us for animal feed, these purchasing conditions are applicable in addition to the standard conditions of the German grain trade and the conditions of the Hamburg contract certificates. The seller recognizes them as binding for this and all future purchase contracts. We do not recognize any conflicting, deviating or supplementary conditions of the seller.

(2) Products made from vegetable oils and fats as defined in Regulation 2015/1905 are only purchased as animal feed. The supplier is informed in writing of the intended use - use in animal feed - and this is recorded in the contract by the supplier. Permissible contracts are FOSFA, GROFOR or NOFOTO.

(3) Before use in laying hen feed, risky fats, oils or products derived from them must be tested for release in accordance with Regulation 225/2012. When using the supplier's analysis certificates, it must be ensured that the batch delivered verifiably matches the batch shown on the supplier's analysis certificate. There must be a matching batch number.

(4) “Non-GMO” labelling: The seller shall indicate on the contract confirmation whether the product is subject to the labelling requirement in accordance with Regulation (EC) 1829/2003 and Regulation (EC) 1830/2003.

(5) Other applicable forms: FB 30-35 General specifications for feed materials/raw materials (cereals) for the production of animal feed.

2. Relationship to form contracts

(1) These Terms and Conditions of Purchase shall take precedence over any agreed standard contract.

3. Delivery / Acceptance / Rights in case of non-fulfillment

(1) The agreed delivery/acceptance time applies. If the seller does not meet his contractual obligations or does not do so on time, the buyer is entitled to withdraw from the contract and/or claim damages instead of performance after the expiry of a reasonable grace period set for the seller, usually five business days - unless this is dispensable according to the statutory provisions.

(2) If the buyer claims damages instead of performance, he is entitled, but not obliged, to calculate his non-performance damages by determining the price difference and to demand the price difference and the costs of price determination from the seller. Appendix IB of the Uniform Conditions for German Grain Trade (EB) applies accordingly to the implementation of price determinations. A broker approved at a German grain or product exchange must be commissioned to determine the price. The key date for price determination is the business day following the expiry of the grace period. If no grace period is required, such as in cases of fixed-term transactions or if the seller expressly refuses to perform, the key date for price determination is the business day following the occurrence of the event that is decisive for non-performance, such as the declaration of non-performance.

(3) Instead of claiming damages instead of performance, the buyer can arrange for a cover purchase to be made on behalf of the seller by a broker approved at a German grain or product exchange. The cover purchase must be made within three business days after the expiry of the grace period or after non-performance has been established. The provisions in Annex IA of the EB apply accordingly.

(4) The seller is also entitled to the rights in the event of non-performance pursuant to paragraphs (1) to (3). If the seller claims damages instead of performance, he is entitled, but not obliged, to calculate his damages for non-performance by determining the price difference pursuant to paragraph (2). Instead of damages instead of performance, the seller can also arrange for a self-help sale to be carried out by a broker registered with a German grain or produce exchange. In this case, Annex IA of the EB applies accordingly.

(5) In the event of a delay in delivery due to events for which the seller is not responsible, such as export or import bans or similar official measures, blockades, epidemics or armed conflicts (force majeure), the seller is entitled to extend the delivery period by the duration of the delay. The seller must inform the buyer of the reasons for the delay in delivery in writing immediately after becoming aware of them and provide evidence of this immediately upon request by the buyer. If the contractual delivery period has to be extended by more than 30 calendar days, each contracting party is entitled to withdraw from the contract within the first three business days after the expiry of the 30-day period without mutual compensation. If neither contracting party makes such a declaration, the delivery period is extended by a further 30 calendar days. After this period has also expired, the contract is deemed to be cancelled without mutual compensation.

(6) The following do not constitute force majeure cases within the meaning of paragraph (5): officially ordered measures or restrictions on the use of feed due to the lack or limited marketability of the goods as well as production disruptions, machine breakdowns, accidents and other disruptions that occur within the organizational and commercial sphere of responsibility of the seller.

(7) Delivery of raw components in combined vehicles – raw materials and farm manure (e.g. liquid manure, slurry, biogas substrate) is not permitted.

4. Condition / Quality / Sampling

(1) The goods delivered must – subject to further agreements – be of commercially acceptable quality and healthy and comply with all legal requirements, in particular those relating to animal feed. Official findings regarding the lack of marketability of the goods are binding on the contracting parties.

(2) Sampling is the responsibility of the buyer. Sampling takes place at the place of performance of the delivery or acceptance obligation and is carried out in accordance with Section 34 of the provisions in the Standard Conditions of the German Grain Trade (EB) and the sampling provisions printed in Appendix II. Sampling that complies with these provisions is recognised by the seller as being proper.

(3) Additional samples must be taken for traceability. Annex II of the EB applies to sampling. These samples can be used to identify undesirable/prohibited substances and contaminants and the resulting claims within the meaning of Section 32 of the Standard Conditions. When loading/delivering by wagon or road vehicle, these samples must be taken in accordance with points I to IV of Annex II of the Standard Conditions of the German Grain Trade. At least one sample of around 500 g should then be kept as a reserve sample in a moisture-impermeable and largely airtight container (e.g. Deba-Safe bag) that guarantees the identity of the sample and its unchanged composition.

Quality parameters

5. Undesirable substances / contents / complaints

(1) The first analysis is ordered by the buyer from an accredited analysis institute within 5 business days after sampling. The buyer notifies the seller of any complaints about the goods by telex immediately after receiving the certificate for the first analysis.

(2) Each party has the right to request a follow-up analysis by another accredited analysis institute within 5 business days of receipt of the 1st analysis certificate. Each party also has the right to request a 3rd analysis to be carried out by a third accredited analysis institute within 5 business days of receipt of the 2nd analysis certificate. The means of the analyses that are most similar shall be binding on the parties, subject to Section 4 Paragraph (1), Sentence 2.

(3) If the goods prove to be defective according to the results of the analysis(s) pursuant to paragraphs (1) and (2) or according to the results of analyses ordered by the authorities, the seller shall bear the costs of all analyses. If the goods prove to be free from defects, the buyer shall bear the costs of the analyses.

6. Warranty for defects

If the delivered goods are defective, the buyer is entitled to the warranty rights set out in the following paragraphs, whereby paragraphs (1) to (4) regulate the general consequences of content and other quality deviations, while paragraph (5) applies to the specific case of the discovery of undesirable/prohibited substances in the goods.

(1) If the goods delivered deviate from the agreed nature and quality, but the reduced value does not exceed 5% of the contract price, the buyer is entitled to demand compensation from the seller for the reduced value. The reduced value of the goods is determined by a neutral commercial broker who is chosen by mutual agreement between the parties. If the parties cannot agree on a neutral commercial broker within two business days, the neutral commercial broker can be determined at the request of the buyer by the German grain or produce exchange closest to the storage location of the goods. The costs of determining the reduced value are borne by the seller.

(2) If the determined reduction in value exceeds 5% of the contract price, the Buyer shall be entitled, instead of compensation for the reduction in value, to demand the return of the delivered goods and reimbursement of the purchase price paid and the costs and interest relating to the goods.

(3) In addition to the right to return the goods, a replacement delivery of goods in accordance with the contract can be requested once. The seller has the right to make a replacement delivery for the goods to be taken back, unless the acceptance of a replacement delivery is unreasonable for the buyer under the special circumstances of the individual case. If the buyer or seller exercises the right to a replacement delivery, the buyer must make the goods in question available to the seller for return. Unless otherwise agreed, the seller must make the replacement delivery within 5 business days of the goods to be taken back being made available as indicated by the buyer.

(4) If the replacement delivery is not made on time in accordance with paragraph (3), the buyer is entitled to withdraw from the contract or to demand compensation instead of performance in accordance with point 3 paragraph (2). The last business day of the 5-day period shall be deemed to be the deadline.

(5) In the case of claims by the buyer due to undesirable/prohibited substances and contaminants, the statutory provisions apply. If the seller is obliged to pay damages under the statutory provisions, he must also compensate the buyer for any damages incurred as a result of a legally required or officially ordered recall of the defective goods or a product manufactured with them (animal feed).

(6) The buyer's rights due to defects expire after two years. The limitation period begins upon delivery of the goods.

7. Payment processing

Payment of the purchase price is made against invoice and presentation of the relevant proof of delivery. The buyer is entitled to set-off or retention rights to the extent permitted by law.

8. Applicable law/jurisdiction

The concluded contract is subject to German and EU law, excluding the UN Convention on Contracts for the International Sale of Goods. All disputes arising from the concluded transaction and from other agreements made in connection with it will be decided, at the buyer's discretion, by an arbitration tribunal established at a German commodity exchange or the ordinary court at the buyer's registered office. If the buyer requests a decision by the arbitration tribunal, the composition of the arbitration tribunal and the procedure will be governed by its arbitration rules. In the event that the seller intends to bring an action against the buyer, the buyer undertakes, at the seller's request, to exercise his right to choose between the ordinary court and the arbitration tribunal before the proceedings within a reasonable period of time set for him, which must be at least three business days. If the buyer does not declare his choice within the period set for him, the right to choose shall pass to the seller in accordance with sentence 2. The seller must make his choice immediately and notify the buyer in writing.