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GENERAL TERMS AND CONDITIONS
OF VOLMARY GMBH


1. GENERAL

1.1 The following General Terms and Conditions apply to all sales andlicensing procedures that take place within the context of our sales business,insofar as it is not stated otherwise in our ofer or in the conirmation ofthe order.

1.2 Our General Terms and Conditions are exclusively applicable. Any opposingconditions, or any conditions that diverge from the General Terms andConditions of the ordering party, as well as any side agreements, are onlybinding if we have expressly agreed to their validity in writing. Our GeneralTerms and Conditions shall also apply if we execute the delivery withoutreservation, in the knowledge that the Terms and Conditions of the orderingparty are contrary to or divergent from our Terms and Conditions.

1.3 The following General Terms and Conditions apply exclusively to companiesin the sense of Section 14 of the BGB (German Civil Code).

1.4 Insofar as no divergent provision has been made, the Incoterms 2020(EXW in accordance with INCOTERMS 2020), including any supplementsvalid at the time of conclusion of the contract, shall apply in terms of theinterpretation of the customary forms of the contract.

2. OFfer – Closing of Contracts

2.1 Presentation of our products (seeds, bulbs, seedlings/young plantsetc.) in advertising and other materials, including our web pages, do notrepresent legally binding ofers in the sense of Section 145 of the BGB. Theyare free and non-binding. They are merely to be seen as encouragement toan ordering party to submit orders.

2.2 The binding nature of the order placed by the ordering party, withrespect to our company, shall be two weeks from the date of receipt of theorder, unless otherwise speciied at the time of submission of the order.

2.3 The order shall only be deemed to have been placed upon receipt ofour written conirmation. Execution and delivery of the ordered goods orservices by us without prior written conirmation shall also be deemed asacceptance of the order.

2.4 If our acceptance – whether in writing or by execution of the order –takes place after expiry of the binding period of two weeks (Clause 2.2), thecontract shall nevertheless be deemed to have been concluded, insofar asthe ordering party does not react immediately.

2.5 We reserve the right to adjust the varieties, quantities and delivery datesin our order conirmations, according to the actual delivery possibilities.Such changes shall be deemed to have been agreed upon if the orderingparty does not object within eight calendar days of receipt of the orderconirmation. This shall only apply if the changes made to the order appearacceptable to the ordering party, under consideration of our interests.

3. DELIVERY

3.1 Unless otherwise agreed in the respective contract, the agreed deliverydates refer to the provision of the goods for handover or dispatch at ourproduction plant in Senden (ex our premises Incoterms 2020).

3.2 Insofar as the delivery by our suppliers is not correct or on time, our obligationto deliver shall be suspended. This shall only apply in the event thatwe or our supplier are not responsible for the failure to meet the deadline.

3.3 Shortages of raw materials or energy, strikes, lockouts, traic disruptions,oicial decrees or other restrictions under public law, operationaldisruptions, all cases of force majeure and other circumstances, in particulartrade restrictions as a result of the Corona pandemic, for which neither wenor our vicarious agents can be held responsible and which could not havebeen foreseen by us, shall release us from our obligation to deliver and, ifapplicable, from our licensing obligations, for as long as they persist, insofaras these circumstances afect our ability to deliver.

3.4 In the cases of Sections 3.2 and 3.3, we shall be entitled to withdrawfrom the contract without any obligation to pay damages if performancebecomes impossible or unreasonable for us, or if an end to the impedimentto the performance is not foreseeable. This shall only apply if we or ourvicarious agent are not responsible for the impediment to the performanceand if we have immediately informed the ordering party of the aforementionedimpediments to the performance. In the event of withdrawal from thecontract, we are obliged to immediately reimburse any payments alreadymade by the ordering party.

4. Duty to examine and to notify of defects

4.1 We are entitled to execute orders in the form of partial deliveries, unlessotherwise agreed. The ordering party can only justiiably refuse acceptanceof partial deliveries if they are objectively of no interest to them. The orderingparty shall declare refusal of acceptance in writing; the lack of objectiveinterest must be justiied in writing together with the refusal.

4.2The ordering party shall inspect and examine the goods immediatelyupon receipt, insofar as this is feasible in the ordinary course of business.Depending on the scope of the delivery, the inspection/examination shall becarried out by taking a suicient number of random samples, as required. Ifthe ordering party requests a delivery to a third party, he must ensure thatan immediate inspection and examination of the goods takes place.

4.3 The obligation of the ordering party to examine the goods and givenotice of defects also extends to phytosanitary properties, i.e. in particularto viruses, pest infestations and diseases. If the ordering party suspects theexistence of such phytosanitary issues, they must proceed as described inSection 10.7. Furthermore, in particular – especially with regard to the dutyto minimise damage incumbent upon themselves – they shall separatethe possibly infested or sub-standard goods from other goods, both thosedelivered by us and those already present at the ordering party's premises,in order to prevent the spread of the infestation/infection.

4.4 In the event of obvious lack of quality, incorrect deliveries or shortfallsin terms of quantities, the ordering party must notify us immediately, atthe latest within 3 calendar days. The notiication must be made in writing.Transport staf are not authorised to accept complaints. If the orderingparty fails to provide such notiication, the goods shall be deemed to havebeen approved and the ordering party shall not be entitled to claim anyrights arising from lack of quality, unless it was not recognisable during theinspection. In all other respects, Sections 377 et sec. of the HGB shall apply.

4.5 The ordering party shall notify us of any quality issue that are notimmediately apparent (hidden issues) immediately upon discovery thereof.

4.6 The ordering party is obliged to inspect the goods for transport damage– if necessary by way of appropriate random samples – upon receipt. If anytransport damage is detected, the ordering party must immediately preparea report in which the condition of the goods and the transport damage arerecorded. The report must be handed to the transport staf for signature. Theordering party is obliged to report any transport damage to the transportcompany without delay, together with this report, and to inform us, alongwith a copy of the report. We shall not be held liable for transport damage –subject to Section 11 – unless the damage was caused intentionally or dueto gross negligence, either by us or by one of our vicarious agents.

4.7 The acceptance of a notice of lacking quality on our part does notconstitute an acknowledgement of the alleged condition.

5. Prices and Delivery Modalities

5.1 Unless otherwise agreed in the respective contract, all prices are exour production facility in Senden. All costs relating to the goods, such asduties, insurance, taxes, storage costs, etc., shall be borne by the orderingparty once the goods are made available at our production plant in Senden.Shipment shall only take place at the request of the ordering party; inthis case, any additional freight/transport costs shall also be borne by theordering party, and we shall transfer them accordingly.

5.2 The risk of accidental loss of the goods shall be transferred to theordering party upon handover to the transport company.

5.3 We shall take back sales packaging, within the scope of the statutoryobligations. Unless otherwise agreed in the respective contract, suchpackaging materials must be returned to our production plant in Senden,and this shall be arranged by the ordering party at their own expense.

5.4 Other transport packaging will be charged to the ordering party, unlessotherwise agreed. If such materials are returned to us by the ordering party,undamaged, they will be credited accordingly.

5.5 Unless otherwise agreed in the respective contract, the loading of thegoods at our production plant in Senden shall be arranged by the orderingparty. This also applies in the event that the ordering party commissionsthe collection of the goods. Insofar as we provide the ordering party or theiragents with support during loading, this shall be deemed to be a matterof courtesy on our part. The ordering party or their agents shall be solelyresponsible for proper loading, and in particular for compliance with theregulations relating to the securing of the load.

5.6 Our prices are based on the listed price at the time at which theorder becomes binding, unless otherwise agreed. Insofar as no divergentagreement has been made in the respective contract, the prices are ex ourproduction facility in Senden, excluding packaging and the statutory VAT.

6. Conditions of Payment

6.1 Invoiced amounts are due 30 days after the invoice date. Any discountsrequire an express prior written agreement. Such discounts must be agreedanew for each contract.

6.2 If there is a statutory change in VAT after conclusion of the contract, thevalue added tax shall be charged at the new rate applicable by law.

6.3 Insofar as partial deliveries are made, in accordance with Section 4.1,or in agreement with the ordering party, we shall be entitled to invoiceeach partial delivery individually. Invoicing shall be based on the agreedindividual prices.

6.4 Payments shall only be submitted to one of our bank accounts, asstated on the invoice.

6.5 Unless otherwise agreed in individual cases, payments made by theordering party shall always be set of against the oldest outstanding claim.The ofsetting shall be carried out in accordance with the statutory regulationof Section 367 of the BGB, i.e. irst on the costs, then on any interest andinally on the relevant principal claim. Any other provision of services by thedebtor, after the conclusion of the contract, shall be deemed irrelevant.

6.6 Cheques will only be accepted as conditional payment. Payment shallonly be deemed to have been made when and insofar as the amount hasbeen irrevocably credited to our account. Any charges incurred by the bank,in particular in the event of dishonoured cheques, shall be borne by theordering party.

7. DEFAULTS

7.1 The occurrence and consequences of a default shall be governed by thestatutory provisions of Sections 286, 287 and 288 of the BGB.

7.2 If the ordering party is in default of payment, we may withdrawfrom all contracts from the mutual business relationship or only providefurther deliveries and services – also for other contracts from our mutualbusiness relationship – dependent on advance payments or securities, atour discretion; we are also entitled to disclose all assignments (Section 9.1)to all customers of the ordering party, and to demand immediate paymentto us. This shall not apply if the ordering party is only in arrears with minoramounts and there is no doubt as to their solvency; an arrears in paymentsshall be deemed to be minor if it amounts to a maximum of 5% of the totalorder volume from which it originates.

7.3 The ordering party may only ofset any counterclaims if these are eitherrecognised by us or have been legally established.

8. Retention of Title

8.1 We retain the title to the goods delivered by us until all claims to whichwe are entitled from the underlying contract – including any costs, interestand damage caused by delay – have been met in full.

8.2 Our ownership also extends to the goods, plants and products producedby the ordering party through cultivation, processing, blending or mixingof the goods delivered by us, under retention of title. If any of our goodssubject to retention of title are processed or inseparably mixed with goodsstill owned by third parties, we shall acquire co-ownership of the newgoods or mixed stock. The extent of the co-ownership results from the ratioof the invoice value of the goods delivered by us under retention of title tothe invoice value of the remaining goods.

9. TRANSFER OF CLAIMS

9.1 The ordering party shall be entitled to resell the goods delivered by uswithin the scope of their proper business transactions. In this case, theyhereby assign the claim against their customer arising from the resale tous. The assignment is limited to the amount of our claim arising from thedelivery of the resold goods, including any costs, interest and damagescaused by delay, insofar as these have already been invoiced to the orderingparty and registered. At our request, the ordering party shall disclose allresales of goods not yet paid for, name the recipients in full and provide uswith all the required information for the direct enforcement of the claimsassigned to us.

9.2 The ordering party is obliged to ensure, by means of suitable agreementswith its customers, within the scope of what is legally permissible,that the claims assigned to us are not forfeited by ofsetting, but areonly fulilled by payment; to the required extent. They must refer to theassignment for this purpose.

9.3 The ordering party is entitled to collect claims assigned to us from itscustomers. The ordering party is obliged to immediately forward any suchpayments received from its customers to us, up to the amount of the claimsto which we are entitled. If the ordering party collects claims assigned tous by their customers, without passing them on to us accordingly, we areentitled to disclose the assignment with regard to all claims – also againstother customers – and to demand immediate payment to us. Furthermore,we are entitled to revoke the authorisation to collect if the ordering party isin default with the fulilment of their obligations towards us, in particularregarding payments, or if another circumstances become known, whichcast doubt on their creditworthiness. If the authorisation to collect lapsesor is revoked by us, the ordering party must inform us immediately, atour request, of the debtors of the assigned claims and provide us with theinformation and documents required for collection.

9.4 If any third parties, particularly within the scope of compulsoryexecution or insolvency law measures, want to access the goods that areour property, the ordering party must inform them of our ownership andpresent the relevant documentation. At the same time, they must inform usimmediately. If we incur any costs in defending ourselves against allegedthird-party claims to the goods that are our property, the ordering partyshall reimburse these cost, insofar as they are not actually reimbursed bythird parties; we shall assign any claims against third parties to the orderingparty concurrently.

9.5 If the value of the securities granted to us by the ordering party exceedsthe sum of our secured claims by more than 20%, we are obliged to releasethe securities exceeding 20% at the request of the ordering party. We shallselect the securities to be released at our reasonable discretion.

10. GUARANTEE

10.1 Insofar as any goods delivered by us are found to be defective, thecause of which already existed at the time of the transfer of risk, in principlewe shall be obliged to fulil our guarantee obligations, insofar as we arenotiied of the defect within the limitation period (Section 10.4).

10.2 If the ordering party resells the goods delivered by us and its customeror the last customer in the supply chain is a consumer in the sense ofSection 13 of the BGB, the ordering party may submit a claim against usin accordance with the statutory provisions of Sections 478 and 479 of theBGB, by way of so-called supplier recourse. If a justiied case of supplierrecourse exists, the restrictions on our guarantee obligations as set out inthese General Terms and Conditions shall not apply.

10.3 The prerequisite for supplier recourse is that the goods delivered byus are sold to the consumer in an unchanged condition throughout theentire supply chain. Insofar as the goods have been cultivated or otherwisechanged, or improperly handled in the meantime, supplier recourse shallnot come into consideration. Supplier recourse presupposes that the shortcomingpresent at the time of handover to the consumer also constitutes ashortcoming in the relationship between us and the ordering party.

10.4 The period of limitation for guarantee claims is one year from the startof the statutory period of limitation. In deviation from this, the statutoryperiods of limitation shall apply insofar as the ordering party justiiablyasserts a claim against us, within the context of the supplier recourse(Sections 10.2 and 10.3).

10.5 If the ordering party breaches their duties of inspection and notiicationof complaints, in accordance with Section 4, they may lose their rightsunder guarantee, pursuant to the provisions as set out in Section 4.

10.6 If the ordering party notiies us of any shortcomings, whether inaccordance with Section 4 or 4.5, they must give us the opportunity toexamine the goods ourselves and/or have them examined by third partiescommissioned by us. If the ordering party commissions any third parties,particularly an expert, to inspect the goods or determine any shortcomings,we shall only be obliged to bear the costs incurred if an immediateinspection is objectively necessary and we do not carry out an inspectionimmediately.

10.7 If the ordering party asserts guarantee claims, we shall initially onlybe obliged to provide supplementary performance (rectiication of thedefect or delivery of a defect-free item). If we refuse subsequent fulilmentor if subsequent delivery fails or is unreasonable for the ordering party,the ordering party may reduce the purchase price or withdraw from thecontract. Claims for damages on the part of the ordering party are excluded,subject to the provisions in Section 11.2.

10.8 If the ordering party has the right to claim subsequent fulilment bydelivery of goods free of defects, we shall be entitled to adjust the varietiessupplied to the actual delivery possibilities, insofar as the deviation isreasonable for the ordering party.

11. CLAIMS FOR DAMAGES

11.1 Insofar as the ordering party is entitled to claims for damages orreimbursement of expenses due to shortcomings that are not excluded bythe above agreements or Section 11.2, they shall be subject to a limitationperiod of one year.

11.2 Claims for damages or reimbursement of expenses on the part of theordering party, irrespective of the legal grounds, in particular due to breachof obligations arising from contractual obligations or unlawful acts, shall beexcluded, subject to the exceptions stated below:a) In the event of a slightly negligent breach of cardinal obligations, ourliability shall be limited to the damage typically occurring in transactionsof this type.b) Damages resulting from injury to life, body and health caused by anegligent breach of duty on our part, or a negligent or intentional breachof duty on the part of our legal representatives or our vicarious agents.c) Other damages, based on an intentional or grossly negligent breach ofduty on our part or intentional or grossly negligent breaches of duty onthe part of our legal representatives or our vicarious agents.

11.3 Furthermore, claims for damages by the ordering party are notexcluded with regard to
a) damages resulting from injury to life, body or health caused by a negligentbreach of duty on our part, or a negligent or intentional breach ofduty on the part of our legal representatives or our vicarious agents, and
b) other damages, based on an intentional or grossly negligent breach ofduty on our part, or an intentional or grossly negligent breach of duty onthe part of our legal representatives or our vicarious agents.

12. Advice, Plant Protection, Cultivation

12.1 Storage instructions, planting instructions, information on resistances,plant protection advice and other advice do not form part of purchase anddelivery contracts. Unless they are expressly included in the contract, theymerely represent non-binding information. They do not release the orderingparty from their obligation to store and process the goods supplied by usin an appropriate and professional manner and to exercise the necessarycare, especially when using plant protection agents, fertilizers and growthregulators. In particular, the possibility of a break-through of the statedresistances by the respective pest cannot be ruled out.

12.2 Insofar as we carry out plant protection consultations and provide informationon resistances, the ordering party is obliged to irst carry out a testof the recommended measures on a portion of the goods, if they decide toproceed, in accordance with the advice provided during the plant protectionconsultations. Only after successful testing may the general implementationof the measures take place. The test plants must be kept under identicalconditions to the conditions under which the rest of the plants will besubjected after successful testing of the plant protection measures.Subject to the restrictions in these contractual conditions, we shall only beliable for plant protection advice provided by us if a proper test has beencarried out in advance, and this can be proven by the ordering party. Section12.2 shall apply accordingly.

12.3 With regard to plant protection, the ordering party must observe thestatutory provisions, in particular the Plant Protection Act. Even if we provideadvice on plant protection, this does not exempt the ordering party fromtaking responsibility for the observation of the statutory provisions.

12.4 The ordering party shall be responsible for the cultivation, in particularwith regard to the selection and use of growth regulators and inhibitors,fertilizers and plant protection products. The ordering party must ensurethat the products used are compatible with one another. We wish to pointout that damage may occur if, for example, growth regulators and pesticidesthat are incompatible are used. We accept no liability for any damageresulting from cultivation errors. Section 11.3 shall apply accordingly.

12.5 Descriptions, illustrations, recommendations for cultivation and otherinformation, in whatever form, either from us or from our vicarious agents,such as information on shelf life, sowing, planting and harvesting dates,or any information and notes on growing and cultivation conditions, arebased on practical and experimental procedures, as accurately as possible.In all cases, we shall not be held for any damages resulting from the implementationor use of such descriptions, recommendations for cultivation orany other information provided. The ordering party bears the sole risk andresponsibility as to whether the products or the recommended cultivationmethods are suitable for the intended cultivation under local conditions.Product illustrations in catalogues, on the internet or in other publicationsshow the variety type of the respective cultivar and not the cultivar assuch. These illustrations do not represent a guarantee of the harvest results,neither explicitly nor implicitly.

13. Proprietary Rights, Licenses, Propagation

13.1 The use of intellectual property rights applied by us, includingindustrial property rights (plant variety protection and trademarkprotection), copyrights and image rights, is only permitted on the basis of alicense agreement. Speciically, those goods that are subject to plant varietyprotection may only be propagated and multiplied on the basis of a licenseagreement. Any such licence agreement shall be concluded separately, andthere shall be no entitlement thereto; the license fees shall be determinedin the license agreement.

13.2 In particular, variety protection is based on the respective legal provisions,especially the German Variety Protection Act (Sortenschutzgesetz).The supply of protected varieties by us shall be exclusively for the purpose ofcultivation and subsequent sale; the ordering party shall not be authorisedto produce propagating material or to export propagating material to anycountry that does not guarantee plant variety protection, except in caseswhere this is agreed separately, in writing.

13.3 If mutations/sports occur at the ordering party's premises, they shallinform us immediately, grant us access for inspection and veriication and,without being requested to do so, they shall provide us with samples andcuttings of the mutations.

13.4 Should the ordering party be entitled to alleged rights from theidentiication of the mutation, which they wish to sell or have protected,they shall be obliged to inform us thereof in advance. In all cases, we reservethe right to assert our own rights to mutations.

13.5 In the event of a sale of any rights to mutations to which they may beentitled, the ordering party shall grant us an irrevocable right of irst refusal;in the event of planned protection of such rights, they shall agree forthwith,to undertake to ofer us the rights of assignment at a reasonable price and,in the event of non-transferability, for exclusive licensing.

13.6 If no agreement can be reached regarding an appropriate price, inthe sense of the above clause, an assessor appointed by the Chamberof Agriculture with jurisdiction over us, shall determine an appropriate,binding price.

13.7 The customer shall irrevocably permit us or third parties commissionedby us to inspect his cultivation areas, after prior notiication and scheduling, inorder to verify compliance with the plant variety protection agreement.

13.8 Without our express written consent, the customer may not use anytrademarks and symbols we use, to distinguish its products from those ofany other legal entities or companies, and the ordering party is not permittedto use any trademarks and symbols that are not clearly distinguishablefrom ours. One exception to this is in the case of trading in our originalpackaging, bearing the trademarks and symbols aixed by us. Anotherexception applies in the event that the goods were delivered togetherwith labels supplied by us. In this case, the trademarks used on the labelsmay only be used by attaching the labels supplied for the actual materialsupplied, in order to maintain the corporate design associated with them.

13.9 Please note that the GGN (GLOBAL GAP number) of Volmary GmbHmay only be used for products produced by Volmary GmbH. Please ensurethat the GGN is only used in accordance with GLOBAL GAP guidelines,and that it is not abused. Adopt the best possible practices for traceabilityand labelling of products, e.g. labelling of GAP-certiied products at yourpremises, to exclude mix-ups.

14. Place of Fulilment

14.1 The place of fulilment for all services arising from contracts betweenourselves and the ordering party shall be Münster in Westphalia (Germany).

15. Court of Jurisdiction

15.1 German law shall apply exclusively. The application of the UN Conventionon Contracts for the International Sale of Goods and the applicabilityof any other conlicting provisions, which may lead to the applicability ofother legal systems, including the so-called ROM I Regulation (EC 593/2008of 17.06.2008), are expressly excluded.

15.2 For any disputes arising from contractual relationships betweenourselves and the customer, the court of jurisdiction shall be Münster inWestphalia (Germany), unless a diferent exclusive court of jurisdiction isprovided for by law.

16. Severability Clause

16.1 Should any of the clauses contained in these General Terms and Conditions,or any other clause contained in any contract concluded betweenourselves and the customer, be or become invalid, either in their entirety orin part, the rest of the contract shall retain its validity The parties undertaketo replace the invalid clause with an agreement that comes as close aspossible to the original intention of the invalid clause, in economic terms.