1.- GENERAL STIPULATION.

1.1 These General Conditions of Sale (“CGV”) will govern the contracts for the commercial sale of Fervalle products that are entered into between INDUSTRIAS QUÍMICAS FERVALLE SL (“Fervalle”) and a natural or legal person buyer acting within the framework of their business activity or professional (“Buyer”), so the consumer and user regulations will not apply. The establishment of commercial conditions and agreements other than these will require, in any case, an express and written agreement between the Buyer and Fervalle, prevailing, in this case, said agreement over these GCS.

1.2 The Buyer acknowledges that the GCS have been validly made available by Fervalle prior to the formalization of the commercial sales contract and “Contract” shall mean the purchase order issued by the customer that materializes the sale of Products by Fervalle . The formulation of an order to Fervalle implies the full and unreserved acceptance by the Buyer, and the validity, of each and every one of the terms of these GCS, which will be considered automatically and validly incorporated into the commercial sales contract, of which they will form inseparable part, without the need for a written transcript in it. *”Delivery” shall mean the shipment from the Fervalle facilities to the agreed delivery point (Incoterms 2010), unless otherwise provided in the Contract. In case a delivery point has not been agreed, Fervalle will be entitled to indicate one. *By “Products” it will be understood the products object of the Contract whose characteristics and properties are explicitly described in the Contract and that, among others, may be of the following type: Fertilizer Products, Inputs, Agrochemicals.

2.- ORDERS.

2.1  Customers may place their orders through the Fervalle website (usuarios.fervalle.com), by email (pedidos@fervalle.com) or through Fervalle’s sales representatives (TGC’s), following the established contracting procedure to the effect by Fervalle.

2.2 For an order to be considered firm, it must be expressly accepted by Fervalle by sending the corresponding order confirmation, which will contain all the terms of the contract, and will be sent to the Buyer’s email address indicated by this or by the medium determined by Fervalle in each case, both parties being linked from that moment. Likewise, the reception of the shipment of the Products without prior confirmation will be considered as tacit acceptance of an order, in which case the terms of the contract will appear on the corresponding delivery note.

2.3 Fervalle se reserva el derecho de no aceptar pedidos inferiores a un importe y/o volumen que será comunicado anualmente.

2.4 Once the order is accepted and confirmed by Fervalle, it will be irrevocable and the sale will be completed. Given the commercial nature of the sale that is regulated in these GCS, the Buyer expressly waives the right to terminate the contract. Any modification that the Buyer wishes to make to an order already accepted by Fervalle must be requested in writing, stating the reason that justifies it. Fervalle will have the discretionary power to approve or reject said modification.

2.5 If the Products ordered under the Contract have not yet been delivered or paid for, the Contract will terminate automatically and with immediate effect if the Buyer is declared bankrupt, is in administrative proceedings, appoints a custodian or a receiver, or requests other measures of protection against his/her creditors under bankruptcy law.

3.- DELIVERY.

3.1 The delivery of orders will be made, as far as possible, on the agreed dates. The delivery dates indicated by Fervalle will always be estimated, without prejudice to Fervalle using its best efforts so that the shipment and reception of the Products is carried out on the dates requested by the Buyer.

3.2  The delivery dates will be presumed fulfilled by Fervalle if it places the products at the disposal of the transport company in advance such that, under normal conditions, it is sufficient to carry out the transport.

3.3 The delivery of the merchandise is subject to the effective availability of supply from Fervalle. As long as there is availability of goods, Fervalle will supply them within a period not exceeding 5 business days from the formalization of the order. Otherwise, Fervalle will inform the Buyer of the estimated delivery date when it may exceed 5 business days.

3.4 It will be presumed that the requested merchandise has been received by the Buyer when the delivery of the same is proven at the places of destination indicated in each order. Any delay in the delivery of the merchandise will be communicated by the Buyer to Fervalle as soon as possible.

3.5  Ownership of the merchandise sold will pass to the Buyer upon delivery of the merchandise at the agreed place of delivery.

4.- TRANSPORTATION.

4.1 The merchandise travels at the expense and risk of Fervalle. The risk is assumed by Fervalle until the merchandise is made available to the Buyer. From that moment, the risk passes to the Buyer.

4.2 Fervalle assumes the costs of transporting the merchandise, as long as the order is greater than €1,000 (Thousand Euros) (Iberian Peninsula and Portugal), the unloading is done in a single place, the customer has the means to unload safe and efficient, and the contrary is not specified in the confirmation of the order by Fervalle.

4.3 The goods are carefully examined before packaging and delivered by Fervalle to the carrier. The faults or breakages that the merchandise suffers during its transport are the responsibility of the carrier, and the Buyer must inform this fact in the delivery document (Consignment Note or equivalent), and send it to Fervalle as soon as possible, even before proceed to receive the order or admit it with reservations.
4.4  The transport company will be liable for any delay, deterioration or loss of the merchandise that is attributable to itself, except for unforeseen circumstances or Force Majeure.

4.5 Fervalle reserves the right not to accept orders below an amount and/or volume that will be communicated annually

5.- CONSIGNMENT.

5.1 Fervalle, in agreement with the Buyer, and on exceptional occasions, may deliver the Products in deposit/consignment, in which case it will be considered a free mercantile warehouse and the Products delivered will be the full property of Fervalle until the Buyer makes the purchase of the same, reserving the transfer of these to any other place where it considers to be necessary. With the withdrawal of the Products from the consignment warehouse by the Buyer, whatever the purpose, the sale will be considered irrevocably completed.

5.2  The issuance of the invoice corresponding to the Products object of the sale will be made at the time of liquidating the campaign or within the terms previously agreed between the parties.

5.3 The Buyer is obliged to safeguard the Products owned by Fervalle, thus being responsible for the conservation of the quantity and quality of the Products on consignment and must establish for this purpose all the necessary means of conservation (treatments against insects/pests, humidity and temperature control, insurance for theft and damage, etc.).

5.4  Fervalle will only accept returns of Products on consignment in perfect condition (broken, open, unsealed, damaged containers, from previous campaigns, etc., will not be accepted).

6.- TERMS APPLICABLE TO THE USE AND DESTINATION OF THE PRODUCTS.

6.1 In general terms. The label placed on the packaging includes the restrictions on the use of the Products, which the Buyer and successive buyers must observe. By using the Products, the Buyer or successive buyers confirm their commitment(s) to observe them. The Product and its packaging are the property of Fervalle or its licensors, and are protected by industrial and intellectual property rights.

6.2 The Buyer undertakes not to remove the label from the packaging of the Products. The same restrictions will apply to Buyer’s purchasers.

6.3 The Buyer will allow Fervalle access at any time, if requested, to the facilities where the Products are located in order to allow it to inspect the use that is being given to them. Fervalle will notify the Buyer of its visit with the necessary advance notice.

7.- GUARANTEE AND SANITATION.

7.1  Fervalle guarantees that the products it sells meet the technical and functional descriptions that appear on the label and that their quality is within the indicated specifications.

7.2 The Buyer must examine the merchandise at the time of receipt, communicating in writing, as soon as possible, to Fervalle any external and apparent defect that may be observed; Likewise, the Buyer must inform Fervalle, as soon as possible, in writing, of any hidden defect that may occur after the delivery of the merchandise. In the written communication that the Buyer sends to Fervalle, it must specify the type and scope of the vice or defect noticed.

7.3  Fervalle will be liable for apparent defects within a maximum period of 10 days from the delivery date and 4 months for hidden defects.

7.4 Confirmed by Fervalle the existence and imputability to it of the vice or defect communicated by the Buyer, Fervalle will proceed, at its option, to replace or repair the goods or, if this is not possible or causes inconvenience beyond what is reasonable to the Buyer, will offer the latter the possibility of choosing between terminating the contract with a full refund of the price or reducing the price based on the defective goods. This form of compensation will be the Buyer’s sole remedy in the event of non-conformity of the goods, therefore, other actions and rights of the Buyer against Fervalle are expressly excluded for this reason.

7.5 Under no circumstances will Fervalle be liable for damages caused to the merchandises themselves, to other goods or to people as a result of incorrect or inappropriate use, employment or application, storage and/or transport of its products (since, as a manufacturer, it has no capacity to control such actions), nor the modifications or alterations made to the products by the Buyer, or of cases of fortuitous event or Force Majeure, or any other circumstances beyond the control of Fervalle.

8.- PRICES AND PAYMENT CONDITIONS.

8.1 The prices applied will be those in force at the time of purchase, according to the rate established by Fervalle. The prices published in the Fervalle price list do not include VAT. Fervalle may modify the price list at any time. The modification of prices will not affect orders pending delivery, to which the prices in force on the date on which the order was formalized will apply.

8.2  Payments to Fervalle will be made 60 days after the date of the invoice.

8.3 All payments will be made by bank transfer, and the Buyer must provide the first time he/she contracts with Fervalle his/her bank details and sign a generic direct debit authorization in favor of Fervalle. Each time the Buyer requests a new order from Fervalle, and this is accepted by Fervalle, the Buyer expressly authorizes Fervalle to present the invoice for that specific order for payment, charged to the bank account provided to Fervalle and for the amount exact that appears in the order confirmation received from Fervalle. Therefore, the Buyer expressly acknowledges that he/she will not have the right to request a refund from his/her bank of the invoices corresponding to a confirmed order that Fervalle draws against said current account, because the conditions of article 33.1 of Law 16/2009 are not met, of November 13, on Payment Services (“Payment Services Law”). In any case, and to avoid all kinds of doubts, the Buyer expressly waives requesting the return of the Fervalle invoices that correspond to a confirmed order in accordance with the provisions of article 23.1 of the Payment Services Law. Notwithstanding the foregoing, Fervalle reserves the right to demand, when it deems it appropriate, payment by other means (by way of example, but not limited to, bank transfer, check, etc.).

8.4  The fact of accepting the modality of payments through money orders DOES NOT IMPLY WAIVER OF THE JURISDICTION OF THE COURTS OF MURCIA, WHO IN CASE OF LITIGATION WILL BE THE ONLY COMPETENT, in accordance with the provisions of clause 19.

8.5 Payments outside the due date by the Buyer will oblige the latter to pay Fervalle, without any requirement and from the due date of the payment, the late payment interest calculated at 0.75% per month (a part of a month is considered a full month for the purposes of calculating interest). Likewise, the Buyer must assume the financial and banking expenses that the delay produces. The payment of these interests will not release the Buyer from the obligation to make the rest of the payments under the agreed conditions.

8.6  In the event of non-compliance with the payment obligations contracted by the Buyer against Fervalle, Fervalle has the right to terminate the purchase contract, totally or partially, with compensation for damages and payment of corresponding interest.

9.- RETURNS.

9.1 Fervalle does not accept returns of orders already served, unless otherwise specified in the specific conditions agreed between Fervalle and the Buyer or in cases where there are apparent or hidden defects in the merchandise, such defects have been communicated in writing to Fervalle within the periods established in clause 7.3, and the latter has verified the existence of the vices or defects and the imputability of the same to Fervalle.

9.2 Returns or shipments to the Fervalle facilities, whether for replacement or payment, must always be made by the Buyer freight prepaid. Notwithstanding the foregoing, if it is finally proven that the vice or defect is attributable to Fervalle, it will reimburse the shipping costs to the Buyer.

10.- RESPONSIBILITY.

10.1 Apart from the assumptions of reorganization due to lack of conformity of the goods (which are governed solely and exclusively by the provisions of clause 7), any claim for damages made by the Buyer against Fervalle for breach of Fervalle’s contractual obligations , is expressly excluded when there is no gross negligence or fraud. The contractual responsibility of Fervalle will be limited to the value of the purchase of the Products. Under no circumstances will Fervalle be liable to the Buyer for lost profits, loss of income, downtime costs or, in general, for losses of any kind that the Buyer may suffer as a result of non-delivery or defective delivery of the merchandise.

10.2  The limitation of liability contained in this clause 8 shall prevail over any other contained in any other contractual document that is contradictory or inconsistent with it, unless such provision limits Fervalle’s liability to a greater extent.

10.3 The Buyer will exonerate Fervalle from all third-party claims for damage caused by Products or related to any of the Products delivered by Fervalle, including claims filed against Fervalle in its capacity as manufacturer of the Products in agreement.
with any agreement relating to liability for defective products, unless such damage is due to the willful or negligent conduct of Fervalle.

11.- PERSONAL DATA PROTECTION.

11.1 The Buyer is a legal entity or a natural person acting in the field of a business or professional activity. Therefore, the identification and contact data that the Buyer, or its representatives, provide to Fervalle for the formalization and fulfillment of the commercial sales contract regulated by these GCS are not considered personal data according to the provisions of articles 2.2 and 2.3 of Royal Decree 1720/2007, of December 21, so that Organic Law 15/1999, of December 13, on the Protection of Personal Data (“LOPD”) does not apply to them. .

11.2  Notwithstanding the foregoing, in the event that personal data (“Personal Data”) are found among such identification and contact data, the following shall apply:

11.2.1 The Personal Data will be incorporated into a file owned by Fervalle, with address at Archena, Calle Chile, 15, 30600, to whom the Buyer authorizes the processing of the Personal Data, in order to formalize and fulfill the commercial sales contract, and carry out commercial and/or advertising actions of a general or particular nature, including, likewise, sending surveys, advertising and commercial information by mail.
email and SMS.

11.2.2 The Buyer is informed that the Personal Data may be transferred only to formalize and fulfill the contract of sale to the companies belonging to the Fervalle Group, domiciled inside and outside the European Union, whose activities are related to the crop protection sectors, research, development, production and marketing of fertilizers and agrochemicals, to which the Buyer expressly consents. In particular, the Buyer expressly and unequivocally consents that their Personal Data may be transferred to the group companies domiciled in countries outside the European Union, such as the United States of America, whose laws do not offer a level of protection in terms of data personnel comparable to that of the countries of the European Union.

11.2.3 The Buyer may exercise their right of access, rectification, cancellation and opposition of the Personal Data, as well as revoke the consent given, without retroactive character, for the processing of their data for advertising and commercial purposes, by sending a letter addressed to Sales Department, located in Archena, Calle Chile 15, 30600, enclosing a copy of your CIF, DNI or passport.

12.- USE OF TRADEMARKS, PACKAGING AND TRACEABILITY.

12.1 Use of the registered trademarks, signs and other distinctive signs of Fervalle. All trademarks, service marks and logos included in the Agreement and in any reference document or web page (the “Trademarks”) are registered and unregistered trademarks of Grupo Fervalle or third parties that have licensed their trademarks in favor of the Fervalle Group. The Buyer shall refrain from reproducing, displaying or otherwise using any Trademark without the prior written authorization of Fervalle. Unless otherwise is agreed in writing, the Buyer is not authorized to use the Trademarks, signs or other marks used by Fervalle, to differentiate its products from those of other businesses, unless it markets the Products in their original packaging where the marks registered, signs, trademarks and other indications have been placed by Fervalle. In the event of resale of the delivered Products, this provision shall apply equally to the Buyer’s purchaser and to any subsequent purchasers. Failure to comply with this provision will be considered a violation of the GTC.

12.2 Packaging. The Buyer shall not modify or remove the registered trademarks, corporate or commercial names, labels or industrial and intellectual property rights of any kind belonging to Fervalle from the Product packaging, unless Fervalle authorized to it.

12.3 Traceability. The Buyer acknowledges in this act that any commercialization of a Product whose label, batch number or date of sale have been removed, erased or modified, represents a serious breach of these GCS and the Contract. Said breach may lead to the termination of the Contract at the exclusive discretion of Fervalle, without any type of compensation in favor of the Buyer. In such a case, the Buyer will assume at its own expense and risk all the legal, financial and judicial consequences that may arise.

13.- INDUSTRIAL PROPERTY RIGHTS.

13.1 El Comprador deberá observar las restricciones y limitaciones establecidas sobre los Productos, así como las correspondientes implementaciones nacionales que quedan incorporadas al presente Contrato.

13.2 The Buyer will indemnify Fervalle for the damages incurred as a result of any infringement by the former of Fervalle’s industrial property rights. The Buyer undertakes to cooperate fully in accordance with the instructions received from Fervalle, including in obtaining evidence, in the event that it is involved in a legal proceeding related to industrial property rights.

14.- RESPONSIBLE MANAGER.

The Buyer agrees to (i) hire exclusively personnel duly trained and qualified in the proper handling of the Products; (ii) observe at all times the safe use and disposal practices recommended by Fervalle or international organizations; and (iii) use the Products only for their intended purposes. The Buyer confirms that it will comply at all times with the local and international laws, sanctions and regulations in force, especially with the OECD regulations regarding payments.

15.- FORCE MAJEURE.

Fervalle will not be liable to the Buyer in any way, nor will it be considered that it has breached the Contract, for the delay in compliance or for the breach of its obligations contained in the Contract, if said delay or breach is due to or derived from an alleged of Force Majeure. Force Majeure shall mean any cause beyond the control of Fervalle or its contractor that cannot be foreseen or whose effects could not have been reasonably foreseen. For example, the total demand for Products that exceeds for any reason the total available stock of Fervalle through its usual distribution agreements will be interpreted as a case of Force Majeure.

16.- CONFIDENTIALITY.

The Buyer will keep strictly confidential all information related to the Products, know-how and trade secrets of Fervalle and its business, regardless of whether the source of said information was Fervalle, one of its subsidiaries or a third party, or regardless of whether such information was found, developed or generated by the Buyer itself. Specifically, and without limiting the foregoing, billing figures and sales promotion measures will not be disclosed to third parties.

17.- SEVERABILITY.

In the event that any of these GTC is declared invalid or unenforceable by any competent jurisdiction, the remaining parts or provisions will nevertheless remain in full force. In such event, the Parties shall use their best efforts to negotiate provisions substituting those declared invalid or unenforceable in order to carry out the intent and purpose of the Agreement and the GTC.

18.- LEGISLATION AND COMPETENT JURISDICTION.

Relations between the parties are governed by Spanish law. The Buyer and Fervalle expressly and formally submit, for any question arising from the fulfillment and execution of the commercial relationship, to the Courts and Tribunals of Murcia, expressly renouncing their own jurisdiction, if it is different.