General Terms and Conditions of Sale

Applies to customers purchasing goods from AGRIWELL s.r.o.

No. 230425

1.             General Provisions

1.1.          These General Terms and Conditions for purchase agreements ("Terms and Conditions") of AGRIWELL s.r.o., Company ID No.: 288 82 202, with its registered office at Plzeňská 3351/19, Smíchov, 150 00 Prague 5, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 150860 ("Seller"), govern, pursuant to Section 1751 of Act No. 89/2012 Coll., the Civil Code ("Civil Code"), the mutual rights and obligations of the contracting parties arising from a purchase agreement concluded between the Seller and another person or company ("Buyer").

1.2.          These Terms and Conditions form an integral part of the purchase agreement concluded between the Buyer and the Seller. The purchase agreement may contain provisions that deviate from these Terms and Conditions. The provisions of the purchase agreement shall prevail over the provisions of these Terms and Conditions.

1.3.          These Terms and Conditions are binding upon the Buyer and the Seller and shall take precedence over and replace any Terms and Conditions or previous agreements of the Seller relating to the subject matter of the purchase.

1.4.          Under the purchase agreement, the Seller undertakes to deliver the ordered goods to the Buyer and transfer title to the Buyer, and the Buyer undertakes to accept the delivered goods and pay the Seller the purchase price of the goods.

2.             Seller's Obligations and Warranties

2.1.          The Seller warrants that the subject matter of the purchase ("Goods") corresponds to the description specified in the purchase agreement and that the quality parameters of the Goods shall be governed by the purchase agreement. Unless otherwise stated therein, AGRIWELL's product specification shall apply.

2.2.          The Seller warrants that it sells the Goods to the Buyer free of any liens and encumbrances and with full title (unless expressly stated otherwise in the purchase agreement).

2.3.          The Seller warrants that, when supplying the Goods, it shall comply with all applicable laws and regulations, including all laws and regulations relating to imports, exports, environmental protection and personal data protection.

3.             Purchase Price and Payment

3.1.          The price of the Goods shall be the price specified in the purchase agreement. The price includes packaging costs, transportation costs to the place of delivery, insurance, customs duties and fees, and applicable taxes, including, but not limited to, all value added taxes, sales taxes or excise duties. The Seller shall issue an invoice only in accordance with the purchase agreement and these Terms and Conditions. The invoice may be sent by e-mail or by post at the sole discretion of the Seller.

3.2.          Unless otherwise stipulated in the purchase agreement, the Buyer shall pay the Seller all duly invoiced amounts within 14 days of receipt of the invoice by the Buyer.

3.3.          All payments under such agreement shall be made in euros by bank transfer or by another method agreed between the Buyer and the Seller.

3.4.          The date on which the paid amount is credited to the Seller's account shall be deemed the date of payment.

4.             Delivery

4.1.          The Goods shall be delivered to the address specified in the purchase agreement unless otherwise agreed by the parties.

4.2.          The Seller shall deliver the ordered quantity of Goods to the Buyer on the date(s) specified in the purchase agreement or on another date agreed by the parties in writing. The Seller shall be entitled to change the agreed delivery date if delivery is prevented by circumstances beyond its control or which it could not have foreseen.

4.3.          Title shall pass to the Buyer upon payment of the full price of the Goods.

4.4.          The Buyer is obliged to inspect the quality of the delivered Goods upon delivery, in particular with regard to their overall appearance, the presence of foreign matter, the occurrence of pests, excessive moisture and other sensory characteristics that can be verified without laboratory testing. If the Goods delivered by the Seller do not comply with the purchase agreement, whether because they are not of the agreed quality, quantity or specified measure, or are not suitable for the required purposes, the Buyer is obliged to notify the Seller of this finding by e-mail immediately after delivery, but no later than within 10 business days. The Seller shall not be liable for defects or claims asserted by the Buyer against the Seller more than 10 business days after delivery of the Goods.

4.5.          The standard unloading time for the vehicle is set at twenty-four (24) hours from the moment of its arrival at the unloading location. If unloading exceeds this period, the Seller shall have the right to charge a fee of one hundred and fifty (150) EUR for each commenced twenty-four (24) hour period of delay.

4.6.          The Buyer is obliged to inform the Seller of any change to the agreed delivery date no later than 48 hours before the originally agreed arrival date. If the Buyer fails to do so, the Seller shall have the right to impose a penalty of one hundred and fifty (150) EUR on the Buyer.

4.7.          If the Buyer changes the unloading address less than 48 hours before the previously agreed arrival date and the Seller agrees to the change, the Seller shall have the right to claim compensation for the additional distance. The costs of such additional distance shall be charged at a rate of one euro and fifty cents (€1.50) per kilometre.

4.8.          Claims relating to damaged packaging, loss of Goods during transportation or insufficient packaging shall be accepted no later than twenty-four (24) hours after unloading. The Buyer must state the reasons for the claim in the CMR consignment note, provide photographic evidence of the damaged Goods and, in the event of weight discrepancies, provide a weighing slip.

4.9.          In the event of a discrepancy between the quantity of Goods stated in the CMR and the actual weight, provided that such discrepancy does not exceed one hundred (100) kilograms, the final weight shall be deemed to be the weight stated in the transport documents, unless otherwise stipulated in the delivery terms agreed in the agreement.

5.             Non-Compliant Goods

5.1.          The Buyer shall have the right to inspect all of the Goods or a sample thereof on the date of delivery.

5.2.          If the Seller finds the Goods to be non-compliant before or after dispatch to the Buyer, the Seller shall immediately notify the Buyer thereof, and the Buyer shall subsequently assess the non-compliance of the Goods and determine the appropriate course of action.

6.             Penalties

6.1.            In the event that the payment due date (advance payment or second payment) has passed, the Buyer shall be obliged to pay the Seller a penalty of 0.4% for each day of delay, calculated on the total amount of the unpaid purchase price. Payment or agreement of the penalty shall not release the Buyer from the obligation to perform its obligations arising from this agreement or to compensate the Seller for any losses or damage incurred as a result of the delayed payment.

7.             Liability

7.1.          The Buyer shall not be liable to the Seller for any delay or failure to perform its obligations arising from the purchase agreement if such delay was caused by floods, fires, earthquakes, explosions, epidemics, wars, invasions, acts of terrorism or embargoes.

7.2.          The Seller shall not be liable for any delay in delivery if such delay was caused by the forwarding company. Such company shall be liable for the delay.

8.             Withdrawal from the Agreement

8.1.          The Seller shall be entitled to withdraw from this agreement if the Buyer is more than 14 days late with any payment. Notice of withdrawal from the agreement may be sent to the Buyer by e-mail or by post at the sole discretion of the Seller.

9.             Governing Law and Jurisdiction

9.1.          The interpretation, implementation and execution of the purchase agreement shall be governed by the laws of the Czech Republic.

9.2.          The contracting parties shall attempt to resolve all disputes amicably.

9.3.          The courts of the Czech Republic shall have exclusive jurisdiction to decide any dispute arising between the contracting parties concerning the implementation and interpretation of this Agreement or any other dispute in connection with this Agreement. Where, under Czech law, a district court has jurisdiction, the competent court for any dispute in connection with this Agreement shall be the District Court for Prague 5. Where, under Czech law, a regional court has jurisdiction, the competent court in connection with this Agreement shall be the Municipal Court in Prague.

10.          Confidentiality

10.1.        Each party undertakes that under no circumstances shall it disclose to any person any confidential information relating to the purchase agreement, business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.

10.2.        If personal data is shared by one party, the party with whom it is shared must comply with applicable data protection laws.

10.3.        Neither contracting party may use confidential information relating to the other party for any purpose other than the performance of its obligations arising from the purchase agreement.

11.          Final Provisions

11.1.       The Seller shall be entitled to amend these Terms and Conditions unilaterally. The Buyer shall be informed of any such amendment by e-mail. If the Buyer disagrees with the amendment, it shall have the right to withdraw from the purchase agreement within 14 days of receipt of the notice of amendments.

All documents relating to this agreement shall preferably be sent by the parties to the e-mail addresses used during communication in the course of negotiating this agreement or communicated to the other party for communication purposes. If this is not possible, they shall use postal delivery. The contracting parties undertake to confirm receipt of a document sent to an e-mail inbox within 3 (three) days of delivery of such document by sending a message to the sender's e-mail inbox; otherwise, the document shall be deemed to have been delivered on the day on which it was sent. The Buyer shall not transfer its rights or obligations to another person without the written consent of the Seller.

11.2.       No change or amendment to the purchase agreement shall be binding upon the Seller unless expressly agreed in writing between the Seller and the Buyer.

11.3.       If any provision or partial provision of the purchase agreement is invalid or becomes unlawful or unenforceable, it shall be deemed amended to the minimum extent necessary to make it valid, lawful and enforceable. If such amendment is not possible, the relevant provision or partial provision shall be deemed deleted. Any amendment or deletion of a provision or part of a provision pursuant to this paragraph shall not affect the validity and enforceability of the remaining part of the purchase agreement.

Prague, 23 April 2025