General Terms and Conditions

1.  Definitions: PNP GmbH Plant Nutrition and Protection (PNP), 80637 Munich, Germany, listed in the legal entities register under VAT number DE 13520661. Purchaser : the person or company to which PNP delivers or intends to deliver products and/or services of whatever nature.

2.  Applicability: These General Terms and Conditions are applicable to all offers and contracts by which PNP delivers any kind of products and/or services to the Purchaser. Any changes to these General Conditions are only valid if both parties agree with them in writing. The applicability of general purchasing conditions or other conditions of the Purchaser is hereby excluded, unless expressly otherwise agreed.

3.  Offers and confirmation of contracts: All our offers are, also with regard to the price, free of obligations. These offers can be revoked after acceptance up to the moment the offer has been explicitly agreed and accepted by us.  Agreements with us will only come into effect once the order has been accepted by us in writing, or in the absence thereof by the execution of the assignment by us. PNP has the right to reject orders or assignments without specifying a reason or to exclusively accept them under the condition that shipment will take place on a cash on delivery basis or after an advance payment, in which case the purchaser will be informed accordingly.

4.  Delivery terms: Any and all delivery dates provided are estimates only. PNP will not be liable for any loss, costs or other damage, arising out of or in connection with any delay in the delivery of products or services.

5.  Duties and taxes: Customs duties and taxes on added value or others, present and future, shall be borne by the Purchaser. Any modification made to these duties and taxes between the date of accepting an order and the date of invoicing is to the charge or to the profit of the purchaser.

6.  Payment: Unless agreed otherwise in a sales contract or written confirmation of sales, invoices are payable upon receipt, without discount or deduction of any kind. Set offs of amounts due to us against amounts due from us are precluded.For any invoice that is not paid on the due date, PNP is entitled as of the following day, automatically and without prior notification, to the payment of the default interest of which the rate is equal to the reference interest rate rounded to the higher half percentage point. The reference interest rate is the interest rate applied by the European Central bank to its most recent main refinancing operation carried out before the first calendar day of the half-year in question, plus seven percentage points. Without prejudice to its right to obtain a compensation for its costs in accordance with the legal regulations, PNP is also entitled to a reasonable indemnity for its relevant costs of recovery, with a minimum of 3% of the amount of the invoice.Default in the payment of an invoice makes all outstanding invoices due.

7.  Delivery, risk and transfer of property: Unless agreed otherwise in writing, the delivery takes place ex works : the risk of the delivered products is transferred to Purchaser when PNP places them at the disposal of the Purchaser.Without prejudice to the preceding paragraph, PNP and the Purchaser may agree that the delivery is conducted by PNP, in which case the relevant Incoterms will be agreed between parties, which will describe the responsibility taken by PNP.The ownership of all goods delivered and still to be delivered is expressly reserved by us until full payment of all claims that we have or will receive against the purchaser. Acceptance of bills of exchange or other bills and cheques payable to order do not count as payment.The client is obliged to keep the goods with due care so that they are always identifiable as the goods delivered by us.We are entitled to recover goods delivered with the retention of title and at the Purchaser’s disposal if the purchaser fails to meet his obligations to pay or is likely to be in default. The Purchaser will, at all times, grant us access to its premises and/or buildings to inspect the goods and/or to exercise our rights.

8.  Acceptance of the products and complaints: The Purchaser shall immediately upon receipt examine any delivery. Any complaints about apparent defects must be formulated in writing at the latest within eight working days after delivery and complaints for hidden defects must be formulated in writing within three months after delivery. In all cases of complaint, the Purchaser must take all necessary measures to allow PNP to examine the products on the spot. The use, even of a part of the delivery, shall be considered as the acceptance thereof.If a complaint is recognized as justified, the responsibility of PNP shall be limited, at its choice, either to the replacement free of charge of the products recognized as defective, or to the refund of the price of these products combined with the re-collection of such products insofar as the Purchaser has not damaged them. PNP cannot be held liable for any damaged goods. In no case may the Purchaser use a complaint as a pretext for suspending or delaying his payments.

9.  Termination of the contract: If the Purchaser fails to comply with any of his obligations, PNP will be entitled to unilaterally terminate the contract without serving of legal notice and also, at its discretion, any order which is in the process of being carried out, without prejudice to all other rights and claims for damages.

10.  Force majeure: PNP reserves the right to cancel or suspend orders of which the execution has become impossible, very difficult or exorbitant as a result of any cause for which PNP could not be held responsible and which would constitute an obstacle to the normal course of supplies, manufactures or dispatches (including but not limited to fire, strikes, lockouts, sit-ins, total or partial cessation of operations by administrative decision, import – or export restrictions or governmental measures of any kind, shortages of fuel or raw materials, non-respect by a third party of its obligations towards PNP, price increases by the suppliers of PNP, the consequences of natural disasters, illness amongst personnel, transport problems, acts of war, civil wars, armed international actions or any other reason which is not attributable to PNP).

11.  Limited liability: PNP shall indemnify the purchaser against any liability incurred by the purchaser in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability (“Relevant Claim”), except to the extent the liability arises as a result of the action or omission of the Purchaser. This indemnification will be limited to the maximum amount available as per the PNP applicable insurance policy. PNP commits to have always such proper and valid product liability insurance including consequential damage and to provide evidence of such coverage upon request.The Purchaser shall, as soon as it becomes aware of a matter which may result in a Relevant claim:

- give the Purchaser written notice of the details of the matter

- give the Purchaser access to and allow copies to be taken of any materials, records or documents as the Purchaser may require

- if applicable, allow the Purchaser the exclusive conduct of any proceedings and take any action that the purchaser requires to defend or resist the matter, including using professional advisers nominated by the Purchaser; and

- not admit liability or settle the matter with the Purchaser’s written consent.The limited liability of PNP in case of a fault of PNP in the execution of the contract will only be accepted when the Purchaser immediately serves a valid written notice to PNP, including a reasonable term to allow PNP to remedy the problem, and PNP has not executed its obligation at the end of this term. The notice has to specify in as much detail as reasonably possible the alleged fault of PNP, in order to allow PNP to take the necessary action.The Purchaser will hold PNP harmless against all product liability claims of third parties based on the fact that a product has been delivered by the Purchaser to a third party and that such product was partly composed of materials or products delivered by PNP to the Purchaser, unless the Purchaser conclusively proves that the alleged damages have been caused solely by the PNP materials or products.

12.  Licenses: The Purchaser is responsible for obtaining authorizations and/or licenses, which may be necessary for importing.If he should have failed to obtain them in time for PNP to make possible delivery on the dates indicated in the confirmation of contract, PNP will be entitled to unilaterally terminate the contract without serving legal notice and without prejudice to all other rights and claims for damages, even when the failure of the Purchaser should be due to force majeure.

13.  International rules for the interpretation of commercial terms: Unless specifically agreed otherwise the commercial terms used are to be interpreted in conformity with the latest edition of the “Incoterms” published by the International Chamber of Commerce.

14.  Applicable law and settlement of disputes: All contracts between PNP and the Purchaser are exclusively governed by German Law. Any disputes arising out of or in connection with these contracts shall fall within the competence of the courts of Munich, Germany.