About R2 Agro

General terms of sales and delivery (FS)

1 Application and validity 

1.1 The following general conditions shall apply to all goods and services supplied by R2 Agro A/S (hereafter referred to as R2 Agro). 
1.2 Conditions or requirements of the buyer contained in the buyer’s order stated in his general conditions of purchase or elsewhere, shall not bind R2 Agro unless explicitly accepted by R2 Agro in writing. 
1.3 For the purpose of these general conditions the following definitions shall apply: “Order” means buyer’s frame order. ”Sales Contract” means the Order as confirmed in writing by R2 Agro. ”Call Off” means the buyer’s delivery order under a Sales Contract. ”Confirmed Call Off” means the Call Off as confirmed in writing by R2 Agro. 

2 Offers and orders 

2.1 Unless otherwise stated in writing, R2 Agro’s quotation shall be effective and binding for a period of 7 days as from the date and time of submitting the quotation. 
2.2 In case of the buyer submitting an Order or Call Off, said Order or Call Off shall not be binding upon R2 Agro until R2 Agro has forwarded a Sales Contract or Confirmed Call Off (as the case may be) to the buyer or has delivered the goods to the buyer, whichever happens first. 

3 Technical data. Product Information 

3.1 All information in brochures, publications, etc., regarding prices, performance, or other technical data regarding goods offered for sale by R2 Agro are binding only to the extent the Sales Contract explicitly refers to them. R2 Agro shall in no event be liable for the suitability of the goods for its intended use or its fitness for a particular purpose. 

4 Delivery 

4.1 Unless otherwise agreed in writing, the delivery terms are FCA Denmark, Incoterms 2020. 
4.2 Normally, and unless R2 Agro has informed the Buyer otherwise, the goods shall be ready for shipment no later than 5 business days upon Confirmed Call Off, however in case of export goods no later than 10 business days upon Confirmed Call Off. 
4.3 The date of delivery stated in the Sales Contract or Confirmed Call Off is an estimate made to the best of R2 Agro’s knowledge. R2 Agro shall notify the buyer of the actual date of delivery when it has been finally determined. 
4.4 Unless otherwise agreed in writing, the quantity agreed upon in the Sales Contract shall be delivered in instalments evenly distributed during the term of the Sales Contract. 
4.5 If a delivery has not been taken by the buyer within the time limit following from the Sales Contract or the Confirmed Call Off, cf. 4.3 and 4.4, R2 Agro is entitled at its own discretion to cancel or maintain in whole or in part the Sales Contract and/or the Confirmed Call Off. Furthermore, R2 Agro is entitled to store, sell or remove the goods for the buyer’s account and risk and to claim damages. In case of R2 Agro cancelling the Sales Contract and/or the Confirmed Call Off, R2 Agro is entitled to compensation for costs incurred as well as loss of profit. 

5 Delay 

5.1 If delivery is delayed beyond the date agreed upon or stated by R2 Agro according to 4.3, the buyer can by notice to R2 Agro demand delivery and fix a final, reasonable time limit for delivery. If the buyer wishes to cancel the delayed Confirmed Call Off in question, should delivery not be affected within this time-limit, such intention shall be stated in the notice. 
5.2 If delivery is not effected within the reasonable time limit fixed in any notice served under clause 5.1, and said time limit is exceeded by more than 10 (ten) business days, then the buyer is entitled to cancel the delayed Confirmed Call Off. The buyer cannot cancel the Confirmed Call Off when goods are delivered to the buyer prior to his serving the notice of cancellation. 
5.3 The buyer cannot claim damages of any kind whatsoever including damages for consequential loss suffered due to a delay. 

6 Cancellation or modification of an agreement 

6.1 The buyer’s cancellation or modification of a Sales Contract or a Confirmed Call Off is subject to R2 Agro's written approval, and subject to the buyer reimbursing costs and losses incurred by R2 Agro as a result of the cancellation or alteration, however as a minimum an amount equal to 15% of the agreed purchase price on the cancelled or modified part of the Sales Contract/Confirmed Call Off, excluding VAT. 

7 Use of the goods 

7.1 In his use of the goods the buyer shall observe all relevant national legislation including any regulation or requirement of governmental or other regulatory authority. Consequently, R2 Agro assumes no liability for any infringement of patents or violation by the buyer of any relevant legislation, regulation or requirement, which is due to his use of the goods. This shall apply even if R2 Agro, its employees or agents have made statements or recommendations (whether before or after the purchase) relating to the goods. 

8 Defects 

8.1 Immediately upon receipt of the goods, and before use thereof, the buyer shall make such examination of the goods as is required by proper trade practice. The buyer shall satisfy himself that the goods meet all contractual requirements. If the buyer fails to conduct said proper examination timely, he shall loose his right to invoke any rights in case of a defect, which could have been detected by the examination. 
8.2 Without prejudice to Clause 8.1, complaints about defects shall be made in writing and must be received by R2 Agro not later than 14 (fourteen) days after the defect was or should have been detected. The complaint shall include a description of the alleged defect. 
8.3 Claims based on defects shall be advanced within 6 (six) months of delivery. 
8.4 No complaint can be made after expiry of the deadlines stipulated in 8.2 and 8.3. If R2 Agro enters into any discussion with the buyer concerning a complaint lodged after expiry thereof, R2 Agro does so purely as a gesture and without waiving the right to contend that the complaint in question was lodged too late. 
8.5 R2 Agro shall in no event be liable for the suitability of the goods for its intended use or its fitness for a particular purpose. R2 Agro shall further in no event be liable for defects or shortage of goods when caused by the buyer’s inappropriate or improper use or storage. 
8.6 If goods are defective and a claim based on the defect is brought against R2 AGRO, then R2 Agro may choose within a reasonable time either to deliver replacement goods in return for the defective goods or make subsequent delivery, repair the defect or grant the buyer a pro rata reduction in the purchase price, whereupon the rectification of the defect shall be deemed final. 
8.7 With the exception of what has been stipulated above, R2 Agro assumes no liability for defects and the buyer cannot assert any other rights in case of default than the ones stated above, including by way of illustration and not limitation termination of the order or compensation, whatsoever.

9 Prices

9.1 Unless otherwise agreed in writing, prices are based on the prevailing prices excluding V.A.T., costs, duties, etc. according to the delivery terms “FCA Denmark, Incoterms 2020”.

10 Terms of payment

10.1 Unless otherwise agreed in writing, payment shall be effected to R2 Agro’s account no later than 8 days upon delivery.

10.2 In case of late payment, R2 Agro charges interest for default on the amount owing at the time in question, at a rate of 1,0 (one) percent per month from the due date. Interest will be calculated each month on the outstanding balance due which will include previously added interest, reasonable costs etc.

10.3 Should default be made by the Buyer in paying any sum due under any Sales Contract as and when it becomes due, R2 Agro shall have the right either to suspend all further deliveries until the Buyer’s default of payment shall have been paid or to cancel the Sales Contract so far as any goods remain to be delivered there under.

10.4 The buyer shall not withhold payment or make any deductions from the price of the goods in respect of claims that have not been approved by R2 Agro.

11 Retention of title

11.1 R2 Agro shall retain full and clear title to goods delivered hereunder, and ownership of the goods shall not pass to the buyer until full and final payment has been made.

12 Intellectual property rights

12.1 The title to intellectual property rights in regard to the goods shall be vested in and solely allotted to R2 Agro, including intellectual property rights resulting from the cooperation between the parties regarding the goods.

13 Force majeure

13.1 Neither party shall be liable to pay damages or make compensation in any way for any delay or failure to perform any of its obligations when such delay or failure is due to force majeure.

13.2 Force majeure is defined as an act of God or an event or contingency outside the reasonable control of the party affected thereby. It shall include but not be limited to delay in the delivery of or defects in goods supplied by subcontractors, substantial price increases for such deliveries, war (declared or undeclared), revolution, riot, strike and lockout, labour disturbances, fire, flood, epidemic, earth-quake, explosion, blockade, embargo, unavailability of basic raw materials, lack of or failure of transportation, any unusual or unexpected acts of government or governmental agency, and other similar events.

13.3 Upon the occurrence of force majeure, the party suffering thereby shall promptly give the other party written notice thereof specifying the cause of force majeure and how it will affect the performance of its obligations.

13.4 If the delivery of goods is temporarily prevented owing to force majeure events, the obligation to deliver shall be suspended as regards the period during which the force majeure situation exists with the effect that the buyer shall not be entitled to cancel the Sales Contract. However, if contractual performance, delivery of goods or other duties are prevented by force majeure for a period of 120 consecutive days, then either party may terminate the obligations prevented by force majeure.

14 Product Liability

14.1 R2 Agro shall be liable in accordance with applicable law on product liability, however with the limitations following from this clause 14.

14.2 R2 Agro shall under no circumstances be liable for indirect losses, including but not limited to operating losses, loss of profits, loss of time, punitive damages and consequential costs to which a defective product may have given rise.

14.3 R2 Agro cannot be held liable for damage to products manufactured by the buyer or subsequent buyers or to products of which these form part.

14.4 Furthermore, R2 Agro shall not be liable for losses suffered in connection with carriage and replacement of a product that has been resold.

14.5 If damage caused by the goods purchased or danger that such damage will occur comes to the attention of the buyer, the buyer shall without undue delay notify R2 Agro thereof in writing. The notice does not relieve the buyer of his obligation to minimize such damage.

14.6 To the extent R2 Agro incurs product liability towards third parties; the buyer shall be under an obligation to indemnify R2 Agro to the extent such liability exceeds the limitations according to this section 14.

14.7 The buyer hereby submits to the jurisdiction of any court before which an action for product liability may be brought against R2 Agro.

14.8 The buyer shall notify R2 Agro if third parties bring claims based on product liability against the buyer.

15 Limitation of liability

15.1 R2 Agro shall never be liable for punitive damages, financial loss, consequential loss, loss of profit, loss of time or other indirect loss or consequential damage whether arising from delay, from the supply of defective goods or otherwise.

16 Right of set-off between groups, etc.

16.1 If the buyer has a financial claim on R2 Agro, the latter shall be entitled to set off such claim in whole or in part against any claim that R2 Agro or one of R2 Agro’s subsidiaries or associated companies might have against the buyer or against one of the buyer’s subsidiaries or associated companies.

16.2 Securities provided by the buyer to R2 Agro or one of R2 Agro’s subsidiaries or associated companies shall secure any claim which R2 Agro or one of R2 Agro’s subsidiaries or associated companies has or might in future have against the buyer or one of the buyer’s subsidiaries or associated companies.

17 Jurisdiction and governing law

17.1 The validity, construction and performance of the obligations of the parties shall be governed by and interpreted in accordance with the laws of Denmark.

17.2 Disputes, controversies, claims or differences which may arise between the parties out of, in relation to, or in connection with delivery of goods or services from R2 Agro, or for the breach thereof, shall be settled by arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

17.3 The place of arbitration shall be in Copenhagen, Denmark.

17.4 R2 Agro shall also be entitled to apply directly to any competent court of law, in cases of default in payment.

 

General terms of sales and delivery (FI)

1. Application The following general terms of sales and delivery shall apply to all offers, order confirmations, sales, goods and services from the seller as well as to all other agreements between seller and buyer unless otherwise explicitly agreed in writing. An agreement between seller and buyer is considered to be made when the first of the following occurs: seller´s submission of confirmation of order submitted by the buyer, signing of contract between seller and buyer, seller´s fulfilment of order submitted by the buyer. The seller shall not be liable for damages or losses of any kind originating from consultancy. The seller’s order confirmation/sales contract is valid without the buyer’s signature. 

2. Agreement period, settlement of deal etc. The order confirmation/sales contract must among others state the following information: 

1. Period (delivery date) 
2. Price excl. V.A.T., customs duties, public charges and any other fee 
3. Article/product 
4. The agreed quantity 
5. Purchase patterns – for example if purchase has to be the Seller’s or the Buyer’s choice and if delivery should be successive or take place at a certain time etc. 
6. Special terms 

Contract quantities: Unless otherwise stated in the order confirmation, the quantity as per contract shall be delivered successively within the agreed period in accordance with the fixed terms and agreed price. Successive delivery means that purchase/delivery takes place with equal quantities each month. Deviations hereto entitle the Seller to consider this a significant violation of the contract and thus a ground for termination. Alternatively, the seller is entitled to continuously adjust the quantities as per contract. If the buyer has not taken delivery of the entire agreed quantity by expiration of the contract period or has the buyer ceased to take delivery within the contract period, the seller is at his choice entitled: 

1. to consider the remaining quantity as cancelled; 
2. to let the remaining quantity invoice in advance at the agreed price; or 
3. to make a net settlement of the remaining quantity. This means that the seller is entitled to invoice the buyer for the difference between the agreed price and the actual daily price at the expiration of the contract/termination of purchase 
4. to extend the contract period 

Contract period and remaining quantity appear from the sales invoice. For pre-invoiced quantities, warehouse rent is charged according to current rates. Information about interest rates can be obtained from seller on buyer’s request. Subsequent changes of the buyer’s conditions of production shall not exempt the buyer from taking the agreed quantity. 

Content warranties: The product shall be delivered with the warranties applicable at the beginning of the contract, information can be obtained from the seller on request. However, the seller reserves the right to make any such changes to the content warranties, which are necessary due to legislative amendments or regulations. If so, the price will be regulated proportionally (+/-). If the order is settled through individual periods/delivery times, the seller reserves the right to change the content of warranties at the beginning of a new period against a proportional regulation of the price. 

Sale of raw materials etc.: The buyer is advised to use raw materials heat-treated against salmonella. If the buyer purchases raw materials, which are not heat-treated, it is for the buyer’s full risk and responsibility if salmonella is detected in the raw materials delivered. Thus, the buyer cannot claim that the delivered raw materials are not sound or of usual commercial quality and the seller disclaims any liability for any loss, including but not limited to veterinary costs, operating loss or loss of profits caused by prevalence of salmonella in the delivered raw material. The seller is not obliged to test the raw materials for salmonella at the buyer´s expense nor does the seller inform the buyer of test results regarding salmonella available after delivery has taken place, unless the result shows that the raw material is considered to be hazardous according to applicable public law.

Quality: Products/raw materials are delivered in accordance with the present Sales and Delivery terms and the Danish Feed Order’s executive order concerning deviations/latitudes from the specified quality. It is the buyer’s responsibility from the time of delivery to store the products/raw materials in such a way that no quality deterioration of the products takes place, for example prevention of heat formation and protection against humidity etc. If the delivered quantity deviates from the quality agreed in the contract, settlement is made according to Copenhagen Contracts, Grain "in loco" or "delivered", latest edition, unless otherwise specified in the contract.

Retention of ownership: If specified in - and to the agreed extent - the agreement between seller and buyer according to paragraph 1 above, the seller shall retain ownership of the delivered goods until full and final payment according to the agreed terms has been made. The buyer is obliged to ensure that the delivered goods are kept separated from the buyer´s other similar deliveries and that the goods are insured (with the seller as beneficiary in case of insurance claim) until full and final payment has been made. The seller is entitled to carry out control of this and in case of non-compliance to request handing over of the delivered goods to the seller. 

Transfer of rights etc.: The buyer shall not be entitled to transfer his rights and obligations under the submitted order and the agreed terms to third party. All deliveries are for the buyer’s own use, unless otherwise agreed. 

Taxes, fees, public charges, legislative changes, etc.: The seller reserves the right to invoice the buyer for charges on phosphorus and raw materials etc. for authorities in connection with deliveries, where these are imposed. In case of changes to and/or introduction of (new) import duties, EU-taxes or any other public taxes/charges, the seller is entitled to adjust the agreed price proportionally. 

3. Prices All prices are quoted in DKK excluding V.A.T., costs, charges and duties, etc. according to the Incoterms 2020, unless otherwise agreed in writing. Subject to misprints.

4. Delivery Delivery takes place at the place designated by the buyer/consignee or as close as the driving road/road surfaces allow. The delivery has taken place when the product/batch has arrived at the delivery address and is available for the buyer/consignee. Quantity and quality are final at delivery unless otherwise agreed in the contract. ​In case of unloading time of more than one hour, waiting time is invoiced.

5. Delayed delivery

In case of an agreement about a fixed time of delivery, delayed delivery does not entitle the buyer to cancel (nor to terminate) the delivery in question, before the buyer by written notice to the seller has provided a reasonable delivery deadline and has stated that the buyer intends to cancel the delivery in question, if delivery does not take place within the stated delivery deadline. If delivery has not taken place within the delivery deadline stated by the buyer, the buyer is, by written notice to the seller, entitled to cancel the delivery in question. The buyer is not entitled to make other claims (including compensation claims) in case of delayed delivery. Delay of one delivery does not entitle the buyer to cancel/terminate neither former nor later deliveries. If delayed delivery is due to circumstances of the buyer, the delivery time is extended to the extent deemed reasonable. The seller is under no circumstances liable for any indirect losses such as operating loss, loss of profits or business interruption caused by the delay.

6. Reception control

Immediately upon receipt of the goods, the buyer shall make a visual examination of the goods and control that the delivery is in accordance with the delivery note. For bulk feed deliveries, the seller shall, at the buyer’s request, deliver a sealed load sample with the delivery note. The buyer shall ensure, that load samples are stored in a dry and safe place. If regular delivery without reception control has been agreed, the buyer shall without undue delay give notice to the seller, if the delivered goods are not in accordance with the agreement. If the buyer does not object within 7 days after delivery, the buyer shall lose his right to invoke any rights in case of a defect.

7. Payment

Unless other payment terms are stated in the seller´s offer, order confirmation, invoice or in the written contract between seller and buyer, the payment terms are net cash.

In case of late payment, the seller reserves the right to charge a reminder fee and interest on overdue payments. Interest on overdue payments is calculated according to interest rates set at any time by the seller. On request, the seller will provide information about reminder fee and interest rate.

Payments cover interest accrued in advance. Outstanding amounts in favour of the buyer will be paid electronically to the buyer’s bank account.

Regardless of the payment terms stipulated in paragraph 7 or previous payment terms according to seller´s offer, seller´s order confirmation or written contract between seller and buyer, the seller is at any time entitled to make a (renewed) credit evaluation of the buyer. If the criteria set by the seller for such an evaluation lead to a renewed credit evaluation, the seller is entitled, as far as future deliveries are concerned, to demand cash payment on delivery in relation to agreements already made/confirmed orders.

8. Liability for defects

In case of defects with regards to wrong quantity or quality, the buyer may demand subsequent delivery or replacement delivery if a complaint has been made according to paragraph 9. Deficiencies in bulk goods can only be proved by taking load samples and not by samples taken from the purchaser's silo or similar. Should the seller not fulfil his obligations of subsequent or replacement deliveries within a reasonable period of time upon receipt of a complaint from the buyer, or if an agreement about fulfilment has not been made, the buyer is entitled to demand a proportionate reduction of the price. The buyer cannot assert any other claims, including claims of compensation, in case of defects. The seller is under no circumstances liable for any indirect losses such as operating loss, loss of profits or business interruption caused by the defect.

9. Complaints about defects

If the buyer wants to make a complaint about a defect, written documentation must be sent without undue delay to the seller – however not later than 7 days after the defect was detected. If the complaint is made later, the defect can only be claimed, if the defect could not have been detected earlier. In such case, the defect must be claimed without undue delay in writing.

10. Liability for damage to property (including damages to animals) caused by the delivered goods or services (product liability)

The seller shall not be held liable for damages, if the buyer has not followed the accompanying instructions for use. For bulk feed deliveries, defects and the impact of the delivery to property (including animals) can only be proved by taken loading samples and not by samples taken from the buyer’s silo or similar. The seller shall be liable in accordance with applicable law on product liability. The seller is under no circumstances liable for any losses such as operating loss, loss of profits, business interruption or any other indirect losses. The seller’s maximum liability shall not exceed DKK 5.000,000.00. However, the above limitation to the seller’s liability shall not apply, if the seller has shown gross negligence. To the extent that the goods sold are resold, the following applies:

The buyer shall hold the seller indemnified to the extent that the seller is held liable towards a third party for such damage and loss which the seller according to the above is not responsible for. If a third party makes a claim for damages against one of the parties in accordance with this clause, the party in question must without undue delay notify the other party hereof.

11. Special terms regarding purchase of raw materials

If cases are reported that soy bean meal, maize or other raw materials have been contaminated with non-approved GMO crops, or if there has been a risk of such contamination, which has caused an increase of the import price on soy bean meal or maize, the seller is entitled – at his choice – either to charge the buyer an additional amount equivalent to the additional amount paid by the seller or to terminate the agreement with the buyer wholly or partly without giving the buyer right to indemnification or any other compensation. The seller shall not be held liable for losses – neither direct nor indirect losses caused by the seller’s delivery of soy bean meal or maize or any other raw materials contaminated with not approved GMO crops or if there has been a risk of such contamination of soy bean meal or maize with not approved GMO crops. The buyer is not entitled neither to terminate the agreement, to demand a proportional discount on the purchase price nor to demand replacement delivery. The foregoing terms apply in addition to the terms otherwise stated in these Sales and Delivery terms regarding the seller’s liability and the buyer’s general powers.

12. Special terms regarding purchase of organic products

In case the seller sells products designated as “organic products”, and the products do not meet the necessary requirements to be designated as “organic products”, the seller can only be held liable for direct losses, suffered by the buyer, and only to the extent that the buyer provides documentation for such losses and that the circumstances in question are caused by gross negligence on the part of seller. The seller is under no circumstances liable for any indirect losses such as losses due to requirements to conversion or similar, caused by the buyer’s use of the delivered products. The foregoing terms apply in addition to the terms otherwise stated in these Sales and Delivery Terms regarding the seller’s liability.

13. Exemption from liability – force majeure

The following circumstances lead to exemption from liability, if they prevent the performance of the contract or render performance unreasonably onerous: Labor disputes, strikes and lockouts and any other circumstances beyond the control of the parties, including but not limited to: fire, war, mobilization, acts of sabotage, requisition, sequestration, riots and violence and other similar force majeure events. The party who pleads any of the above-mentioned circumstances must without undue delay notify the other party in writing of the emergence and termination of the incident. Either party is entitled to terminate the agreement by written notification to the other party when performance is made impossible within a reasonable period of time by any of the circumstances mentioned in the present clause.

14. Settlements of disputes - jurisdiction

Disputes in relation to the order confirmation/contract/agreement and the terms related to these General Terms of Sales and Delivery shall be settled by the legal venue of the seller in accordance with the general rules of Danish law.