General Terms and Conditions

DATE : august 1. , 2001

Address : Kaeidijk 6 – NL 8711 HD Workum
Nr. Chamber of Commerce – NL Leeuwarden 01044343


Article 1

1. All of Culterra’s quotations for the supply of goods and services shall be issued on the basis of these General Terms and Conditions of Sale, Delivery and Payment, which shall govern not only the quotations and their acceptance, but also any and all ensuing agreements and contractual obligations.
2. These General Terms and Conditions shall be deemed to have been accepted upon the buyer having placed an order and the order having been accepted by Culterra. An agreement with the buyer shall have been concluded as soon as the offer’s acceptance has reached Culterra. Written acceptance shall take place when the buyer has signed an order form and Culterra has subsequently signed an order confirmation. Agreements can also be concluded orally or electronically. Quotations and their acceptance can be issued and effected in writing, orally or electronically. Unless expressly agreed otherwise, the buyer waives the applicability of his own terms and conditions of purchase (if any) when entering into the agreement, and these General Terms and Conditions of Sale, Delivery and Payment shall be applicable on an exclusive basis.
3. In departure from the provisions of Article 1.2, if the quotation is accepted subject to any reservations or changes, the agreement shall not be concluded until an authorised Culterra employee has informed the buyer in writing of Culterra’s agreement with the departures from the quotation.
4. Unless agreed otherwise in writing, quotations shall always be entirely without obligation.


Article 2

1. No changes to or departures from these General Terms and Conditions of Sale shall be valid unless they have been agreed in writing between the buyer and the seller.
2. If any changes result in an increase or decrease in the costs, any consequent change in the purchase price will have to be agreed in writing between the parties.
3. Culterra agrees to notify the buyer of any price fluctuations if a written quotation has been issued.

Quality and Description

Article 3

1. Culterra agrees to supply the buyer with such goods as conform to the product description, quality and volume reported in the quotation (as it may have been amended).
2. Culterra does not warrant that the fertilisers are fit for the purpose intended by the buyer, even if said purpose has been communicated to Culterra.
3. The order confirmation shall include:
- the date of receipt of the order;
- the specification and volume (weight) of the goods to be supplied;
- the agreed purchase price per volume unit;
- the method of transport;
- the date and place of physical delivery;
- the presumable date of delivery;
- the date of payment of the purchase price.

Packaging and Dispatch

Article 4

1. Culterra agrees to package the goods properly and with such protections as will ensure that the goods reach their place of destination in proper condition if carried normally.
2. If Culterra has supplied pallets, packing cases, crates and/or containers for packing and transport purposes, or has engaged a third party to do so (whether or not in exchange for a deposit), the buyer shall be under an obligation to return the pallets, packing cases, crates and/or containers to the address designated by Culterra, failing which the buyer shall be liable to pay damages to Culterra.


Article 5

1. If the buyer is unable for whatever reason to receive the goods on the agreed date, even though they are ready for dispatch, Culterra shall store the goods upon the buyer’s request (provided that Culterra’s storage facilities so permit) until they can be delivered to the buyer.
2. The buyer shall reimburse Culterra for the storage costs at the rates customarily charged by Culterra as of the date on which the goods are ready for dispatch or, if later, as of the agreed date of delivery stated in the purchase agreement.

Passage of Title and Risk of Loss

Article 6

1. The goods shall be supplied as agreed in the order.
2. From the time of delivery until the time of payment and transfer of ownership, the goods delivered shall be at the buyer’s risk and expense.
3. Until the buyer has paid the full purchase price and ancillary costs or has furnished security to that effect, Culterra shall retain title to the goods. The goods shall become the buyer’s property as soon as the buyer has complied with all his obligations towards Culterra.
4. If Culterra has good reason to doubt the buyer’s solvency, Culterra shall be entitled to postpone delivery of the goods until the buyer has furnished security for his payment obligations. The buyer shall be liable for any loss or damage which Culterra may suffer as a result of the postponed delivery.
5. If Culterra postpones delivery at the buyer’s request, as provided in Article 5 hereof, the buyer shall have ownership and carry the risk of loss until – depending on the terms of delivery set out in the purchase agreement – the goods are removed from the storage facilities.

Time of Delivery

Article 7

1. Culterra shall deliver the goods either itself or through the services of others on the date, or immediately upon expiry of the period of delivery, stated in the order. If the parties have agreed on a period of delivery, that period shall commence on the date on which Culterra has confirmed the order.
2. Reported times of delivery shall be approximate.
3. If the goods ordered have not been called (in full) within three months, Culterra shall be entitled to demand that the buyer state a term within which Culterra shall be called to deliver the (remaining) goods. The buyer must comply with this demand within eight days.
4. The term to be stated by the buyer following the demand letter may not exceed a period of three months.

Force Majeure

Article 8

1. The term of delivery referred to in Article 7 shall be extended with any period in which an event of force majeure has prevented Culterra from complying with its obligations.
2. An event of force majeure impeding performance on the part of Culterra shall exist if, following the conclusion of a purchase agreement, Culterra is unable to comply with its contractual or pre-contractual obligations (i) as a result of war, threat of war, civil war, rebellion, molestation, fire, water damage, flooding, strikes, sit-ins, lock-outs, import and export restrictions, government measures, defects in machinery and interruptions in power supplies, all of this regardless of whether the event occurs in Culterra’s business or in that of a third party who supplies Culterra with all or part of the requisite (raw) materials or during storage or transport by or on behalf of Culterra, or (ii) as a result of any other cause which is beyond Culterra’s control or which does not fall within Culterra’s scope of risk.
3. If any event of force majeure causes a delay in the time of delivery of more than two months, Culterra and the buyer shall be entitled to consider the agreement to have been terminated. In such an event, Culterra shall only be entitled to compensation for costs incurred.
4. If an event of force majeure occurs while the agreement has already been performed in part, and delivery of the remaining part of the goods is delayed by more than two months as a result of the event, the buyer may either retain the part already delivered and pay the relevant purchase price to Culterra or consider the entire agreement to have been terminated and return the goods already delivered at the buyer’s own risk and expense. The latter option shall be available only if the buyer can show that the part delivered cannot be used effectively any more in the absence of the undeliverable part of the goods.


Article 9

1. As concerns defects which are discernible directly, the buyer must submit a complaint about the goods delivered immediately. In the event of hidden defects, the buyer must complain upon discovery.
2. The buyer shall promptly notify Culterra of any defect in writing.
3. If the complaint is justified, Culterra agrees to replace the shipment upon receipt of the defective product.
4. No complaint shall entitle the buyer to postpone his payment obligations, and the right to offset any amounts against counterclaims is hereby expressly excluded.
5. The right to complain shall lapse if the buyer submits any complaint at a time or in a manner other than stipulated in this Article 9.


Article 10

1. Where reselling is concerned, the buyer shall be under an obligation to co-operate with and give effect to the promotional measures taken by Culterra, provided that the buyer is duly notified of such measures in advance. Promotional measures may concern special offers, package deals, bonus discounts and the like.
2. At the outset of each consecutive year, Culterra may impose a recommended retail price on the buyer to govern sales to consumers. The buyer shall be obliged to charge recommended retail prices.
3. The buyer shall not be entitled to attach his own trade mark to the packaging of the goods.
4. The buyer shall be liable for any loss or damage which may be caused to Culterra as a result of any violation of this Article 10.


Article 11

1. The seller accepts liability towards both the buyer and the buyer’s customers for any defects which may occur in the goods during the warranty period stated in the order confirmation, unless the relevant defects result from the fact that the buyer or his customer has used the goods contrary to the instructions of use furnished along with the products or has otherwise made an error while using the goods.
2. Culterra’s liability shall be limited to the maximum of twice of the amount of the invoice in relation to the defective good or to replace that good, or any component part thereof, indirect damage like business-interuption, loss of profit, etc. is hereby expressly excluded, all of this in the seller’s discretion.


Article 12

1. Culterra expressly limits its liability to the extent stipulated in Article 11, except where any damage has been caused by an intentional act or omission on Culterra’s part or can be attributed to Culterra’s gross fault/negligence. Liability for any indirect or consequential damage, business-interuption, loss of profit, etc. is hereby expressly excluded.

Legal Requirements

Article 13

1. Culterra guarantees that the composition and quality of the goods to be supplied pursuant to the order shall in all respects be in conformity with all relevant requirements prescribed by law and/or by any other government regulations that are in force at the time when the purchase agreement is concluded.
2. The provisions of Article 13.1 shall also apply to the normal use of the goods.

Price and Payment

Article 14

1. The purchase price shall cover the price of the goods as well as the costs of packaging, the costs of delivery and, depending on the delivery conditions, the costs of transport, plus any VAT charged.
2. Unless agreed otherwise in writing, the buyer shall be obliged to pay the purchase price within thirty days. The buyer shall not be entitled to reduce the purchase price by any claim which he alleges to have against the seller.
3. If the buyer fails to comply with his payment obligations within thirty days or any such other term as may be agreed between the parties, the buyer shall be in default without further notice. In cases of default, the buyer shall be liable for any and all damage caused to Culterra, including loss of profit and the costs of transport. Culterra shall also be entitled in any such case to postpone further performance of the agreements existing between the parties and, unless agreed otherwise, to claim cash payment for any further deliveries.
4. If Culterra proceeds to take extra-judicial action upon any breach of contract on the buyer’s part, the buyer shall be responsible for the costs involved.
5. If any invoice is not paid within thirty days of the invoice date, the buyer shall be liable to pay interest on the amount invoiced or, as the case may be, the unpaid portion thereof at a rate of 1% per month or part of a month.
6. Buyers who exercise their right under Article 5 to have the goods stored by Culterra shall nonetheless be under an obligation to pay the purchase price thereof at the time stipulated in Article 14.2.


Article 15

1. Without prejudice to the provisions of Article 14, the purchase agreement shall be dissolved upon written notice, without court intervention, if the buyer is declared bankrupt or applies for a temporary suspension of payments (moratorium) or if the buyer’s assets or any part thereof are attached or are placed under the control of a receiver (curator) or trustee (bewindvoerder), unless the receiver or trustee acknowledges the obligations under the purchase agreement as a liability of the buyer’s estate.
2. Dissolution shall render all reciprocal obligations between the parties enforceable with immediate effect. The buyer shall be liable for any and all loss and damage sustained by Culterra.

Damages and Audits in Respect of Resale Activities

Article 16

1. If the buyer acts contrary to any of the provisions of Article 10, he shall be liable to pay Culterra compensation for each and every transaction prohibited under Article 10. The amount of compensation is hereby determined by the parties at EUR. 10.000,-- per transaction, without prejudice to Culterra’s right to claim full damages if the actual loss or damage is higher.
2. Culterra shall be entitled to have an independent accountant audit the buyer’s books and records so as to verify the buyer’s compliance with the provisions of Article 10.

Applicable Law

Article 17

All agreements concluded by Culterra shall be governed by the laws of the Netherlands.