AG FOODS Group a.s.

TABLE OF CONTENTS:

I. Basic provisions
II. Definitions
III. Purchase price
IV. Payment terms
V. Order
VI. Delivery date, delivery terms and conditions
VII. Transport of goods
VIII. Refusal to accept the goods
IX. Retention of title, transfer of risk of damage
X. Pallets
XI. Buyer’s credit
XII. Storage terms and conditions
XIII. Warranty period
XIV. Types of transport of goods, takeover and complaints
XV. Obvious and hidden defects
XVI. Force majeure

I. Basic provisions

1. These General Terms and Conditions (hereafter “GTC”) regulate in more detail, in accordance with Section 1751(1) of the Act no. 89/2012 Coll., the Civil Code, as amended (hereafter “Civil Code”), the rights and obligations in the purchase and sale of goods between the Seller, being AG FOODS Group a.s., with its registered office at Škrobárenská 506/2, 617 00 Brno, VAT no.: CZ05651531, registered in the Commercial Register maintained by the Regional Court in Brno, section B, file 7823, (hereafter “Seller”) and the Customer (hereafter referred to as the “Buyer”).

2. All written arrangements or wholesale agreements between the Seller and the Buyer, which have different wording than these GTC, will take precedence over these GTC.

3. The Buyer will be obliged to confirm in writing that they became acquainted with these GTC.

4. The Seller will notify any changes to the contents of the GTC on their website. After publication, the GTC will become effective upon the conclusion of the first subsequent order of goods by the Buyer.

II. Definitions

1. Wherever used in these GTC or related documents, the following abbreviations or terms have the meanings set out below: Goods means products manufactured or sold by the Seller. Vehicle type requirement is a requirement for a specific type of vehicle – truck, vehicle up to 3.5t, other. Local transport requirements – whether there is a traffic restriction at the place of delivery that may complicate the delivery of the goods (e.g. pedestrian zone, etc.)
Confirmation of delivery COD – obligation to confirm a document = confirmation of delivery (COD)
To the first door – this is the standard place of delivery, where the package is handed over on the handling platform at the first lockable door (not in a place designated by the Buyer, e.g. warehouse, second floor of the building etc.)
Handover to the authorized person – the goods will be handed over to the person specified in the order against ID card
LS services – logistic services, i.e. storage, handling and transportation

III. Purchase price

1. The Buyer will be obliged to pay the purchase price of the goods received.

2. Prices of the goods are provided in the price list of the Seller. Different prices may be agreed for a specific Buyer as set out in a special price list for that Buyer.

3. The purchase price of the goods does not include the cost of pallets and transportation costs, unless otherwise stated in the agreement.

IV. Payment terms

1. Unless otherwise agreed in the Agreement or another agreement of the Parties (e.g. payment by bank transfer), the Buyers are obliged to pay for the goods in advance to the Seller’s account specified on documents accompanying the goods or on the pro forma invoice. The basis for the dispatch (delivery) of the goods in this case is the crediting of the sum (purchase price) to the Seller’s bank account.

2. The Buyer undertakes to pay the Seller the purchase price stated in the price list of the goods within the time specified on the invoice (tax document). Unless otherwise agreed, all invoices (tax documents) are due 14 days from the date of delivery. If the Buyer is in default with payment of the purchase price, the Buyer undertakes to pay to the Seller a contractual penalty of 0.05% per day of the amount due, and any claim of the Buyer for damages is not affected by this provision.

3. In case of delivery of non-standard quantity of goods or non-standard type of goods (i.e. goods that are not standardly produced by the Seller, but can be produced based on the Buyer’s demand), the Seller is entitled to demand from the Buyer an advance payment of 100% of the total purchase price of the goods .

4. The invoice (tax document) is sent to the Buyer according to the specifications as a part of the shipment with the goods in the form of an appendix placed outside the shipment or subsequently after delivery of the goods by mail or e-mail. The invoice is valid even without the Seller’s stamp and signature.

5. In case of the Buyer’s default with payment for any performance provided by the Seller to the Buyer, the Seller will be entitled to suspend delivery of the Goods to the Buyer until all outstanding obligations of the Buyer have been paid in full. In such case the Seller will not be in default with delivery of the goods.

V. Order

1. The goods will be delivered to the Buyer on the basis of individual orders. Orders can be placed by the Buyer:
– in writing: by mail to the address AG FOODS Group a.s., Košíkov 72, 595 01 Velká Bíteš, Czech Republic
– by e-mail: export@agfoods.eu
– in person – through the Seller’s network of sales representatives

2. The order must contain the name and registered office of the Buyer (identical to the commercial register), the delivery address of the Buyer, if
different from the Buyer’s registered office, ID no. or VAT ID no. – if they are a VAT payer, the name of the goods (or more detailed identification),
the required quantity of goods in pieces or cartons, the person authorized to take over the goods and telephone contact to the person who is
authorized to take over the goods, transportation disposition.

VI. Delivery date, delivery terms and conditions

1. If the Parties agree that the goods are to be collected by the Buyer in the Seller’s business premises, the goods will be delivered at the moment the Seller allows the Buyer to handle the goods in the Seller’s business premises.

2. The Buyer will be obliged to take over the ordered and duly delivered goods. Along with the delivery of goods the Buyer will be provided with a shipping document which the Buyer will be obliged to confirm.

3. If the Parties agree that the goods are to be shipped by the Seller, the delivery obligation is fulfilled at the moment of receipt of the goods by the Buyer from the carrier. Delivery is made to the ramp or to the Buyer’s first lockable door, unless otherwise agreed.

4. Standard delivery of goods within the Czech Republic is within three days after order acceptance (D+3) between 7 a.m. – 6 p.m., unless agreed otherwise. If a contact person is indicated in the order, the goods are delivered exclusively to this person, but if the receipt is confirmed by the Buyer’s representative, the goods are delivered to this person who is at the place of delivery and proves their identity. Handover will be confirmed by their signature. If a telephone call is requested, the Buyer will be notified by the carrier of the shipment on the morning of the shipment, but no later than one hour before delivery. The shipment is always delivered complete. The shipment is delivered to the first lockable door or ramp for unloading.

5. Supply of goods to another EU member State : In case of an intra-community supply of goods from the Czech Republic to another EU member State, where AG FOODS has no obligation to the buyer to arrange transportation of goods (when EXW, FCA, FAS or FOB Incoterms rules are used), pursuant to EU VAT Directive 2006/112/EC the buyer, in a timely manner, is obliged to provide the seller with the following documents: 
- a written confirmation stating that the goods have been delivered to another Member State, indicating the date of issue, the name and address of the buyer, the quantity and type of goods, the date and the place of termination of the transportation of the goods in another EU Member State and the name of the natural person who in another Member State accepted the goods on behalf of the buyer
- a transport document (CMR bill of lading, Air Waybill, etc.) signed by the carrier and containing a confirmation of receipt of the goods by the buyer from the carrier at the point of termination of the transportation in another EU Member State
- evidence proving that the buyer has arranged the transportation of the goods from the Czech Republic to another EU Member State at his own expense or it was carried out by an authorized person at the buyer’s expense. This evidence can be, for example, an invoice from the carrier or from the authorized person who ensured the transportation of the goods on behalf of the buyer. If the buyer fails to provide the seller with the above-mentioned documents, AG FOODS has the right to claim compensation from the buyer for damages caused by the buyer's non-fulfillment of these obligations, in particular measured VAT and tax penalties charged by the financial authorities due to failure to
meet the conditions for the exemption of the supply of goods to another EU Member State from VAT pursuant to the provisions of section 64 of the VAT Act
No. 235/2004.

6. Supply of goods to third country: the buyer purchases goods from AG FOODS for the purpose of exporting them to a third country and AG FOODS has no obligation to the buyer to arrange transportation of goods (when EXW, FCA, FAS or FOB Incoterms rules are used), the buyer undertakes to transport the goods from the Czech Republic to the third country and, no later than within 150 days from the day when the goods have been released into the customs export regime.
Also pursuant to Article 335, subsection 4 b) of Commission implementing Regulation (EU) 2015/2447 of 24 November 2015 laying down detailed rules for implementing certain provisions of Regulation (EU) No 952/2013 of the European Parliament and of the Council laying down the Union Customs Code, the buyer undertakes to provide AG FOODS with the following documents:
- a transport document (CMR bill of lading, Air Waybill, etc.) signed by the carrier
- a document issued by the customs authority of a third country proving that the goods have been cleared for import in a third country
- evidence proving that the buyer has arranged the transportation of the goods from the Czech Republic to a third country at his own expense or it was carried out by an authorized person at the buyer’s expense. This evidence can be, for example, an invoice from the carrier or from the authorized person who ensured the transportation of the goods on behalf of the buyer.
If the buyer fails to provide the seller with the above-mentioned documents, AG FOODS has the right to claim compensation from the buyer for damages caused by the buyer's non-fulfillment of these obligations, in particular measured VAT and tax penalties charged by the financial authorities due to failure to meet the conditions for the exemption of export of goods from VAT pursuant to the provisions of section 66 of the VAT Act No. 235/2004.

VII. Transport of goods

1. The Seller will carry out the delivery of goods through a contracted carrier and their contractual partners.

2. The Seller’s goods are delivered in either mono (single type) or mix (mixed) pallets or cartons and are properly marked for transport (recipient’s
address, order number, packing list, etc.) and are sufficiently secured and protected for transport to prevent damage during transport.

3. If the Buyer arranges for their own carrier to collect the goods, they will be obliged to prove their authority to take over the goods (power of
attorney = vehicle registration number, driver’s name, identification documents, etc.).

4. If the required transport instructions differ from the standard delivery method, the Buyer will be obliged to specify these different instructions in
the specific order (e.g. max. tonnage of the vehicle, liftgate truck, etc.).

VIII. Refusal to accept the goods

1. If the Buyer provably fails to accept the ordered goods without reason, the Seller will be entitled to demand from the Buyer a contractual penalty
in the amount of the transport price, but at least €500 excluding VAT.

IX. Retention of title; transfer of risk of damage

1. Ownership title to the goods passes from the Seller to the Buyer only upon full payment of the purchase price of the goods.

2. The risk of damage to the goods (loss, destruction, damage or deterioration) passes from the Seller to the Buyer at the moment of acceptance
of the goods by the Buyer, i.e.:
– upon the actual collection by taking over the goods by the Buyer
– upon handover of the goods to the contracted carrier of the Buyer
– upon acceptance of the goods from the Seller’s carrier

X. Pallets (returnable packaging)

1. The Seller normally delivers the goods in mono (single type) or mix (mixed) packages, which can be loaded on a wooden EUR pallet with
dimensions of 80 x 120 cm. Or a half-pallet with dimension 80 x 60 cm.

2. The cost of pallets will be charged to the buyer at €12 excluding VAT per piece, unless otherwise agreed.

3. Pallet exchange is possible upon agreement between the seller and the buyer. The Seller only accepts EUR pallets that are clean, undamaged
(i.e. all parts of the pallet are connected with nails that do not protrude, beams and boards must not be damaged – according to ČSN 26 9120).

XI. Buyer’s credit

1. A loan (credit) may be negotiated with regular business partners. The customer can order goods up to the amount of this credit within the agreed due date. The Seller will be entitled to require a security for an individually determined credit, e.g. by a promissory note, bank guarantee or other individual mechanisms.

2. If the agreed credit of the Buyer is exceeded, the Seller is entitled not to deliver further goods ordered by the Buyer until the Buyer’s obligation is paid (i.e. the Buyer settles the amount of the credit at least to the agreed amount). In this case, the Seller is not in default with delivery.

XII. Terms and conditions of storage of goods

1. The Buyer will be obliged to comply with the storage conditions indicated on the packaging of the goods. If these storage conditions are violated by the Buyer, any complaint concerning the goods in question will not be accepted by the Seller if the storage method could have affected the alleged defects.

XIII. Warranty period

1. The Seller will be liable to the Buyer that the goods sold are free from defects upon receipt by the Buyer and that the utility value and quality thereof corresponds to the provided manufacturer’s warranties, which are indicated on the product packaging, for the period of their minimum service life indicated on the packaging of the goods (or a certified document from the supplier).

2. The carrier is responsible for any damage to the shipment during transport.

XIV. Types of transport of goods to the customer, acceptance and complaints

1. Delivery of shipments up to 30 kg – parcel – delivered by parcel service, upon receipt of the shipment, the recipient is obliged to check the outer transport packaging (damage, integrity, seal intact (adhesive tape with the AG FOODS or BIOGENA logo) and confirm receipt of the shipment to the carrier. If the customer finds a defect during acceptance, they are obliged to record this fact in the handover and acceptance protocol (COD). Complaints regarding the contents of the package can be made in writing or by telephone on the day of delivery, but no later than 24 hours after delivery.

2. Delivery of a consignment over 30 kg – a consignment consisting of multiple parcels or pallets – delivered via a contracted logistics partner. Upon receipt of the consignment, the recipient is obliged to inspect the outer transport packaging (damage, integrity, seal intact (AG FOODS or BIOGENA adhesive tape) and confirm receipt of the consignment to the carrier. If the customer discovers a defect during acceptance, they are obliged to record this fact in the handover and acceptance protocol. Complaints regarding the contents of the shipment can be made in writing or by telephone on the day of delivery, but no later than 24 hours after delivery.

3. In both cases, the customer may refuse a damaged or incomplete shipment (except as provided in Article VI. item 4 of the GTC). The reasons for such non-acceptance will be stated by the Buyer with their signature (signature of an authorized person) in the transport document or handover and acceptance protocol. The Buyer is not entitled to accept only a part of the shipment. In case of defects, the Buyer will either reject the entire shipment or accept the entire shipment and record a reservation in accordance with the following conditions. Any defects found (breach of the consignment, breach of the seal, damage to the consignment) or objections to the delivery of the consignment must be recorded in the delivery note or handover and acceptance protocol held by the carrier, on which the Buyer acknowledges receipt of the goods in accordance with the delivery note.

4. The Buyer is not entitled to claim obvious defects in the goods if they have not carried out an inspection at the time of acceptance according to the above procedure or if they have not recorded the existence of obvious defects in the accompanying document (shipping document (COD)). 

5. If the Buyer discovers any defects, the Buyer will make a complaint to the Seller without undue delay after its discovery, but no later than within 24 hours of receipt of the shipment (for apparent defects immediately upon receipt). The Buyer will notify the Seller of any defects found by telephone or in writing at the address: AG FOODS Group a.s., Košíkov 72, 595 01 Velká Bíteš, Czch Republic, tel: +420 800 627 653 or by email: export@agfoods.eu; (except for obvious defects, which must be recorded in the handover and acceptance protocol or the delivery note), indicating the characteristics of the defects and the data necessary to record the complaint:
– name and address of the Buyer
– date of ascertaining the claimed defect
– identification of the product, name of the product
– quantity of the complained goods (always state in sales unit)
– date of manufacture, carton number(s)
– date of receipt of the goods
– the number of the delivery note to which the complaint relates
– description of the claimed defect, reason for the claim
– the name of both the claimant and the recipient
Without providing all of the above information, the Seller is entitled to reject the Buyer’s claim.

6. Complaints are handled by the Seller without undue delay, no later than 30 days from the date of their filing.

7. In order to file the complaint, the Buyer must immediately send the claimed goods to the Seller after notification of defects; in justified cases, the complaint may also be accepted for consumed goods that can no longer be sent to the Seller.

8. If the complaint is accepted, the Buyer is entitled to delivery of the undelivered goods, replacement of the claimed goods or refund of the money including reimbursement of the costs associated with the complaint.

9. The Seller is entitled to reject the claim in the following cases:
– for goods past their best before date
– if the defect was caused by improper use or failure to follow the instructions set out by the manufacturer
– the defect was caused by unprofessional or improper handling, manipulation, storage or neglect of the goods
– failure to comply with the procedure for taking over the goods from the carrier
– if it is proven that there was no fault on the part of the sender.

10. The filing of a complaint does not have a dilatory effect on the payment of the purchase price of the goods in full and within the due date.

11. The Seller is obliged to issue to the Buyer a written confirmation stating the time when the Buyer exercised the right to file a complaint regarding the goods, the contents of the complaint, method of handling the claim preferred by the Buyer, as well as confirmation of the date and method of handling the claim, including its duration.

12. In the event of a rejected complaint, the Seller will also provide to the Buyer a written justification of such rejection.

13. When sending goods back to the sender – returned, damaged, subject to a complaint – the customer is obliged to prepare the shipment for dispatch according to the instructions of AG FOODS Group a.s.

XV. Obvious and hidden defects

1. Defects of the goods detectable upon acceptance of the goods, so-called obvious defects (the Buyer is obliged to claim these defects immediately after their detection, i.e. upon acceptance, later claims will be disregarded). Obvious defects include:
– damage to the parcel (crumpled, torn, soaked packaging, etc.)
– incorrect numbers of cartons of goods to be accepted (for visibly damaged, opened or broken cartons it is obligatory to recount the quantity in cartons immediately upon acceptance)
– incorrect type of goods
– heavily soiled packaging surface
– breached product packaging in an open, damaged carton:
– film delamination – separation of one or more layers from the packaging
– torn, cracked or cut packaging
– a missing document or a document that does not comply with the regular parameters and the VAT Act
– the Buyer is obliged to check the number of pieces in heterogeneous packaging immediately upon acceptance

2. Defects of the goods detectable/detected only after acceptance of the goods, so-called hidden defects (the Buyer is obliged to claim these defects immediately after their detection). Hidden defects include:
– weight and number of products in the original carton, intact and sealed
– breached packaging of the product in an intact and sealed carton:
– film delamination – separation of one or more layers from the packaging
– torn, cracked or cut packaging
– incorrect label (only a mismatch between the packaging label and the carton label)
– incorrect price stated in the document (invoice, cash receipt)

3. Defects of the goods detectable only when the product is used (the Buyer is obliged to claim these defects immediately after their detection, but no later than before the best before date indicated on the packaging of the goods, provided that the goods are stored under the recommended conditions and in the original packaging)
– taste irregularity when the product is opened
– odor irregularity when the product is opened (a clearly different aroma)
– appearance irregularity - non-homogeneous, hardened product, goods or raw material, unsatisfactory color

XVI. Force majeure

1. Liability of the Parties for partial or complete non-performance of the contractual obligations is precluded, if it occurs due to force majeure. Force majeure is understood as any unforeseen or unavoidable event which has arisen independently of the will of the Parties and which prevents for a certain period of time or permanently the partial or complete performance of the obligations of either Party. Events occurring after the conclusion of the Agreement that could not have been prevented by the affected Party will be recognized as force majeure events.
2. The Parties will be obliged to fulfil their obligations as soon as the force majeure event has passed, with delivery and all other deadlines being extended by the duration of the force majeure event.
3. The Party affected by a force majeure event is obliged to notify the other Party of the occurrence of the force majeure event immediately, within 10 days at the latest, in writing by a registered letter. Failure to comply with this deadline will result in the termination of the right to invoke this event.
4. If the force majeure event last for more than 15 days, the Parties undertake to negotiate alternative dates for the fulfilment of the obligations. If the Parties fail to meet to negotiate or if they do not reach agreement, either Party will be entitled to withdraw from the obligation affected by the force majeure.

In Velká Bíteš, date: 01.11.2022