1. Applicability of these General Terms and Conditions

These General Terms and Conditions of Sale apply to all offers and sales between INTERNATIONAL AGRICULTURAL GROUP (hereinafter “Seller”) and a buyer (hereinafter “Buyer”), except in so far as otherwise provided in writing. The applicability of any general terms and conditions of the Buyer is expressly rejected.

2. Harvesting and Processing Reservation

1. All deliveries are subject to the customary harvesting and processing reservation. If the Seller invokes the harvesting or processing reservation, the Seller is not obliged to supply, but will, if possible, try to supply pro rata to the quantity ordered or equivalent alternatives.

2. The Buyer is not entitled to damages if the Seller invokes this reservation.

3. Ordering and Delivery

1. All sales orders received are subject to written confirmation of acceptance by Seller. Quantities confirmed in Sales Orders are contractual obligations of Buyer. Adjustments of any confirmed quantities require Sellers’ agreement in writing unless waived by Seller.

2. If the quantity ordered in any order differs from the standard quantity applied by the Seller or a multiple thereof, the Seller is free to deliver the nearest higher quantity.

3. The Seller will always act to the best of its reasonable ability in fulfilling its obligation to deliver.

4. Sound fulfilment of the Seller’s obligation to deliver also includes delivery with a minor difference in size, packaging, number or weight.

5. The Seller is permitted to deliver sold products in parts. If the products are delivered in parts, the Seller has the right to invoice each part separately.

6. All shipments are at Buyer’s risk and expense Carriage, Insurance Paid to (CIP shipping destination, unless agreed upon otherwise in writing. Seller disclaims all liability for any carrier delivery delays regardless of whether carrier is selected by Buyer or Seller.

7. In addition to the purchase price, Buyer shall pay Seller the amount of all taxes, excises or other charges (except taxes on or measured by net income) that the Seller may be required to pay to any Government (national, state or local) with respect to the production, sale or transportation of any product delivered hereunder, except where the law otherwise provides.

8. The Buyer must specify in writing, upon placing its order or at the Seller’s first request, what data, specifications and documents are required pursuant to the regulations of the country in which the delivery is made, such as those relating to:
• invoicing;
• phytosanitary requirements;
• international certificates; and
• other import documents or import statements.

4. Retention of Title

1. The title to products delivered by Seller and/or the products derived therefrom will remain with Seller until Buyer has fulfilled properly all obligations under these General Terms and Conditions of Sale towards the Seller in connection with delivery.

2. Products delivered by the Seller to which the retention of title pursuant to Article 5 sub 1 applies shall be stored or used in such a way that the quality is guaranteed and the products can be identified as property of Seller.

3. Products delivered by the Seller to which the retention of title pursuant to Article 5 sub 1 applies may be resold or used only in the normal course of business. If they are resold, the Buyer is obliged to demand a retention of title from its buyers.

4. The Buyer is not permitted to pledge the products or to create any other right with regard to the products.

5. Payment

1. Unless otherwise agreed in writing, for Buyers that have established credit privileges with Seller and are in good credit standing payment must be received by the Seller within thirty (30) days after the Invoice Date. For payments received by Seller within fifteen (15) days of Invoice Date a two (2) percent early payment discount will be allowed for the value of products only. Seller shall not be responsible for delay in receipt of invoices by Buyer due to postal service transit times or otherwise.

2. Orders or shipment requests from Buyers, who, in Sellers’ judgment are not in good credit standing, are subject to non-acceptance or delay until Buyer has made payments required by Seller or made arrangements otherwise satisfactory to Seller for Buyer to re-establish credit privileges.

3. At the end of that period, the Buyer will automatically and without formal notice be in default; the Buyer will owe interest at a rate of 1.5% a month or the statutory interest for overdue payment in the Buyer’s country, whichever is less, on the outstanding amount as from the date of default.

4. All payments to Seller must be in US Dollars or EURO unless otherwise agreed upon in writing by Seller.

5. If the Buyer is liquidated, declared bankrupt or granted a suspension of payments, the Buyer’s payment obligations will fall due immediately and the Seller will be entitled to suspend the further performance of the agreement or to dissolve the agreement, all of this without prejudice to the Seller’s right to claim damages.

6. If payment in installments has been agreed, the entire remaining amount will fall due immediately without notice of default being required in the event of late payment of an instalment.

7. If the Buyer fails to fulfil one or more of its obligations under these General Terms and Conditions of Sale or to do so correctly and/or in time:

• the Seller’s obligations will automatically and may immediately be suspended until the Buyer has paid all amounts due and payable by it (including payment of any out-of-court costs); and
• the Seller may demand full payment and/or sufficient security from the Buyer, for instance in the form of a bank guarantee to be issued by a reputable banking institution in Seller’s country, with regard to the performance by the Buyer.

8. Notwithstanding Article 6 sub 1 above, Seller reserves the right to require payment (or appropriate payment guarantees) for products, freight and services prior to shipment or providing services to the Buyer for Buyer’s who have not established credit privileges with Seller.

9. Under no circumstances is the Buyer authorized to delay any payments due or to deduct any amount from Sellers’ invoices due, without the written and prior agreement of the Seller.

10. If Seller has a claim against a company related to Buyer – e.g. a parent, daughter or sister company – and that company is in a state of bankruptcy or liquidation or has been granted suspension of payment, then Seller may set off that claim against any claim that Buyer may have against Seller, even if Seller’s claim may not have become payable at that time.

6. Collection Costs

If the Buyer fails to perform one or more of its obligations under these General Terms and Conditions of Sale, all the costs of obtaining payment in and out of court will be for Buyer’s account, including collection and litigation costs and the interest due in respect of these costs.

7. Liability

1. The Seller’s liability is exclusively governed by this Article.

2. The Seller is not liable for any damage resulting from a shortcoming in the performance rendered, except in the case of intent and/or gross negligence on the part of the Seller and/or its employee.

3. In a situation of force majeure as described in Article 14, Seller shall not be liable for any failure in the performance of any of its obligations under these General Terms and Conditions of Sale.

4. In any event and notwithstanding the foregoing, the Seller’s liability shall be limited to the invoice value of the performances. The Seller will in no event be liable for any form of indirect damages, such as but not limited to special, incidental or consequential damage, or loss of profit.

5. The Buyer is required to limit as much as possible the damages in respect of which the Buyer submits a complaint to the Seller.

6. Any potential claim for compensation or complaint based on these General Terms and Conditions of Sale shall expire in the event that no claim has been issued in writing against Seller within one year of the delivery of the products.

8. Use and Guarantee

1. The Seller guarantees that the products supplied will substantially comply with the relevant product specifications. However, the product specifications will not apply as a guarantee. The Seller furthermore does not guarantee that the performances rendered will comply with the purpose to which these are put by the Buyer.

2. If the Seller has specified a germination capacity, it is based only on reproducible laboratory tests and is not a guarantee of actual emergence. This specified germination capacity merely indicates the germination capacity at the time when and in the circumstances in which the test was performed. Emergence depends, among other things, on the location, cultivation measures and climate conditions at the Buyer.

3. Any and all guarantees on the part of the Seller will lapse if the Buyer processes the products or has them processed, repackages the products or has them repackaged, or uses and/or stores the products incorrectly or has them used and/or stored incorrectly.

9. Defects and Complaint Periods

1. The Buyer must inspect the products purchased upon delivery, or as soon as possible after delivery. In doing so the Buyer must check whether the products delivered comply with the agreement, i.e.:
• whether the correct products have been delivered;
• whether the quantity of the products delivered corresponds with the Sales Order;
• whether the products delivered meet the agreed quality requirements or—if none were agreed—the requirements that may be stipulated for normal use and/or trading purposes.

2. If visible defects or deficiencies are established, the Buyer must inform the Seller promptly so that an immediate inspection of the allegedly affected seed and/or crop can be made. Buyer shall notify Seller immediately, but in no case later than thirty (30) days after any defect or other basis of such claim is discovered or should have been discovered. Any claims for which Seller did not receive notice within thirty (30) days shall be barred.

3. Complaints must be described in such a manner that the Seller or a third party can verify them. For that purpose the Buyer must also keep records with regard to the use of the products and, in the event of resale of the products, with regard to its buyers and must impose the same written obligation on its buyers, to the extent possible. If the Buyer does not file a complaint within the aforesaid period, the complaint will not be dealt with and its rights will expire.

4. Although the Buyer has filed a claim in time, this will not suspend Buyer’s obligation to pay any outstanding amount.

10. Use of trademarks, Logos and Signs

1. The Buyer may not use any trademarks, or other trade dress, that are used by the Seller or that are not clearly distinguishable from Seller’s trademarks. Notwithstanding the foregoing , all intellectual property rights (including but not limited to copyrights, trademarks, logo’s, patents, breeder’s rights, trade names, brands, and confidential know-how) world-wide with regard to the products of Seller, shall remain the property of Seller or the relevant affiliate in the Sellers’ group of companies.

11. Force Majeure

1. The Seller may delay its performance of an obligation towards the Buyer when it cannot perform due to a circumstance that stands in the way of fulfilling the obligation and cannot be attributed to the Seller if and in so far as this circumstance makes performance impossible or unreasonably complicated. Such a circumstance includes -without limitation – extreme weather conditions, natural disasters, acts, regulations or law of any Government, wars or civil commotions, destruction of production facilities or materials by fire, epidemics, failure of public utilities or common carrier, strikes at companies other than the Seller’s company, unofficial strikes or political strikes at the Seller’s company, a general or partial lack of the necessary raw materials and other goods or services required to render the agreed performance, unforeseeable delays at subsuppliers or other third parties on which the Seller is dependent, and general transport problems.

2. The Seller will inform the Buyer as soon as possible if it is unable to deliver or to deliver in time due to an event of force majeure.

3. If the event of force majeure lasts longer than two (2) months, both parties will be entitled to cancel the Sales Order. In that case neither party will be required to pay any damages to the other party.

4. Insofar the Seller has partially fulfilled or will fulfil its obligations towards the Buyer at the time of the occurrence of a force majeure, and the fulfilled or to be fulfilled part has an independent value, the Seller is entitled to invoice separately and the Buyer is obliged to pay this fulfilled or to be fulfilled part.

12. Arbitration

1. Any dispute concerning these General Terms and Conditions of Sale or the quality, performance of availability of products provided hereunder shall be resolved by binding arbitration. Such arbitration shall be held in ANTALYA courts, TURKEY in accordance with the Commercial Arbitration Rules of the TURKISH law.