The Seller’s offers are not binding. A sales agreement (an “Agreement”) shall only be concluded (i) after the issuance of a sales confirmation by Seller and (ii) acceptance of the sales confirmation by Buyer. Buyer's receipt of Seller’s sales confirmation, without written objection within 5 working days, shall be deemed to be an acceptance by Buyer of the terms and conditions of Seller’s sales confirmations. These General Terms and Conditions apply to any Agreement. Any of Buyer’s general terms and conditions are explicitly excluded and rejected, unless the Seller expressly agrees with a deviation in writing.

The goods shall be delivered in accordance with the agreed Incoterm (2020) subject to the General Terms and Conditions. If Buyer and Seller did not explicitly agree on an applicable Incoterm, the goods shall be delivered Ex Works Seller’s premises (Incoterms 2020). The Buyer shall timely provide all information needed by the Seller to perform its obligations. In absence thereof, the Seller will not be required to start the delivery. Any delay in the collection and/or loading shall require the Buyer to collect the goods at the Seller’s premises and/or at the place of loading (at Seller’s sole discretion).

If the Seller is unable, for any reason, to supply the goods from the plant mentioned in the Agreement, the Seller may, but is not required to, supply the goods from another plant, to the extent available, subject to the Buyer’s payment of all increased freight costs.

Unless stated otherwise in the Agreement, if the delivery period exceeds one month, the agreed quantities shall be delivered evenly spread on a monthly basis over the delivery period.

The time of delivery by Seller is an indicative estimate only and shall not be of the essence of the Agreement for Buyer. Consequently, any delay in delivery by Seller shall not entitle the Buyer to terminate the Agreement or to exercise any other remedies, and the Seller shall not be liable for any loss, costs, damages, charges or expenses incurred by the Buyer resulting from a delay, unless such delay is manifestly unreasonable and caused exclusively by Seller.

The Seller shall never be in breach of the Agreement nor liable for any failure or delay in delivery directly or indirectly arising out of Force Majeure (as defined hereinafter). Force Majeure, includes, but is not limited to, war, revolution, act of terrorism, riot, strike, lock-out, act of public authorities, administrative restriction, compliance with any law or governmental order, rule, regulation or direction, natural disaster, fire, explosion, breakdown of equipment or information systems, malicious damage (including cyberattacks), delays of or non-compliance by a third party, shortage of raw materials, gas, electricity or water, any other reasons which may prevent or delay the receipt of raw material, fuels and supplies, as well as the normal production, shipment or transport of goods, and, in general, any other reasons beyond the Seller’s control which may prevent or delay the performance of the Agreement, either in whole or in part (“Force Majeure”).

In the event of Force Majeure, the performance of the Agreement will be suspended for a period corresponding to the duration of the Force Majeure. If the Force Majeure continues for more than six months, either party can immediately terminate the Agreement in writing, without incurring any liability to the other party and without any judicial intervention.

The full legal, beneficial and equitable title to and property of the goods shall remain vested in the Seller, wherever such goods may be, until the payment in full has been received by the Seller for all the goods. The goods are at the risk of the Buyer as from the time of delivery or, if the Buyer fails to accept the delivery, at the originally agreed delivery time. If Buyer and Seller did not explicitly agree on an applicable Incoterm, any transportation of the goods shall in any case be at the Buyer’s cost and risk and Buyer shall properly insure the associated risks.

All intellectual property rights, including but not limited to patents, trademarks, copyrights, trade secrets, and any proprietary information related to the goods supplied under this Agreement, shall remain exclusively with Seller. The Buyer shall have no rights or claims to any such intellectual property rights.

Buyer shall promptly and thoroughly inspect and test the goods upon delivery. The goods shall be deemed to have been accepted as being in accordance with the Agreement upon their delivery, unless the Buyer notifies the Seller by registered letter of any defect or other failure of the goods to conform with the Agreement within eight calendar days of the delivery of the goods, failing which the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Agreement. By way of derogation from the above provision, protests regarding the weight of the goods must be notified in writing within 24 hours as from the moment that the delivery is received by the carrier or the representative of the Buyer.

If the protest is well-founded, the Seller shall have the option to either replace the defective or non-conforming goods or retake the goods at its own cost, in whole or in part, and refund the price paid for the same, in which case the Buyer waives any claims for other repairs or damages, in any form whatsoever. These options shall constitute the sole and exclusive remedy for the Buyer.

Each party shall take a sample of the goods. If the goods are delivered by road transport, the sample shall be taken by the Seller upon the departure of the goods and by the Buyer upon their arrival. Should the characteristics of the samples taken by the Seller and the Buyer not match, a sample shall be taken in the presence of both parties in the Buyer’s silos to the extent that the contested goods can be specifically identified from other batches of goods at the Buyer’s silos. If the contested goods can no longer be specifically identified or should the Buyer refuse such sampling, the sample taken in the Seller’s silos shall be deemed to have been taken in the presence of both parties.

If the goods are delivered by ship, the sample shall be taken by the Seller or by an authorised inspection body in the Seller’s factories or warehouses and/or at the time of loading. This sample shall be deemed to have been taken in the presence of both parties.

In the event of a protest, the samples taken in accordance with the above provisions shall be submitted to an inspection body designated by mutual agreement, upon the request of one of the parties. Should no agreement be reached within 15 days from the date of the request, the inspection body chosen by the Seller shall be designated. A counter-analysis can be carried out at the request of one of the parties in a laboratory chosen by the parties. The average result of both analyses shall be regarded as evidence (taking into account the level of measurement uncertainty indicated by the laboratories). The costs of both analyses shall be borne by the unsuccessful party.

Should the counter-analysis be contested, the parties shall submit the dispute to court.

Any goods not collected within 15 days of the date of notice that they are at the Buyer’s disposal, shall be invoiced even if they are not collected.

In the event of late collection, the Buyer shall pay the storage charges to the Seller on a fixed basis of 0.50% of the price of the goods stored per period of 15 days of delay, or the real storage charges should the goods be stored at the premises of a third party.

The Buyer can under no circumstances invoke the late collection of the goods to defer their payment as provided for in article 8.

Unless stated differently in the Agreement, the prices are calculated excluding taxes and carriage costs. Any taxes and costs indicated in the Agreement to be added to the price are intended as an estimate only. The Buyer shall pay the taxes and costs applicable at the time of the delivery of the goods.

For all orders from the Buyer under this Agreement, the Seller has the right to increase the prices, or reduce its supply commitments, to take into account any increase in cost to the Seller in connection to performance of this Agreement due to (i) any change in law, regulation, tax, duty, levy or other payment imposed after the date of signature of the Agreement by any government; (ii) circumstances of Force Majeure, or (iii) any change in circumstances after the date of signature of the Agreement as a result of which the performance of the Agreement becomes significantly more onerous for the Seller (“Hardship”), including, without limitation, significant increases in prices or reductions in availability of raw materials, energy, services or other supplies required by the Seller. The Seller shall promptly notify the Buyer and explain any changes in the prices. The Seller reserves the right to terminate the Agreement, without liability, in the event of Hardship that will have a material adverse effect on the Seller and cannot be resolved by an increase in the price.

Payments shall be made at latest on the due date of the related invoices. Unless agreed otherwise, invoices shall be paid in euro.

Payments shall be made at latest on the due date of the related invoices. Unless agreed otherwise, invoices shall be paid in euro. Without prejudice to article 5, the Buyer shall be deemed to have accepted the invoice without reservation in the absence of any bona fide protest of the invoice within five days following receipt thereof. Any use or treatment of the goods, both in whole and in part, shall imply the waiver of any right to protest the invoice. In the event of default of payment of an invoice on its due date, (i) such invoice shall be increased automatically and without prior notice of default with a default interest equal to the interest rate determined by the European Central Bank’s base lending rate for its most recent main refinancing operation applicable at the due date of the invoice increased by 1% per month, even if such month has already started, calculated as from the due date until full payment; and (ii) the amounts due shall automatically be increased with fixed damages amounting to 10% of the outstanding payment without affecting the Seller’s right to claim additional damages for any losses actually incurred.

The Buyer can under no circumstances invoke its protest to defer its payments.

In the event of any actual or threatened failure or refusal to pay, suspension of payment, liquidation, dissolution, protest of a bill of exchange even non-accepted, composition or arrangement with creditors or bankruptcy of the Buyer, or any other similar measure, or should the Buyer fail to fulfil any of its obligations, in whole or in part, the Seller shall be entitled, without prior notice of default, in writing and without prejudice to any other rights and remedies, to (i) suspend or cancel, in whole or in part, further performance of the Agreement, (ii) to declare any unpaid amounts as immediately payable and to claim them (iii) recover any unpaid goods that were already delivered to the Buyer and/or (iv) dissolve the ongoing agreements or to subject the performance thereof to the granting of guarantees by the Buyer, which shall be determined by the Seller.

Any taxes and duties, including freight rates, customs duties, VAT and other indirect taxes on the transfer of the goods, invoice taxes, licence taxes and any increase of such taxes and duties regarding the goods or the materials used for the manufacture thereof, shall be borne by the Buyer. All demurrage or detention charges shall be borne by the Buyer.

The technical standards and/or product specifications indicated by the Buyer shall be observed by the Seller provided that the Seller has explicitly accepted them in the confirmation of the order and to the extent that the barley crop quality allows it. Should the latter not be the case, the parties shall undertake to adapt such standards and/or specifications accordingly following an objective determination of the quality of the crop.

This provision sets out the entire liability of the Seller arising in connection with the Agreement. Notwithstanding anything to the contrary herein and to the maximum extent permitted by applicable law, the Seller shall not be liable, whether in contract, tort or otherwise in connection with the Agreement for any loss of profits, loss of anticipated savings or loss of business, in each case whether direct or indirect, or for any indirect, special or consequential loss or damage howsoever arising and Seller’s total aggregate liability in connection with the Agreement shall in no event exceed 100% of the price paid or payable to the Seller under the Agreement. Unless expressly stated in these General Terms and Conditions, all warranties, conditions and other terms implied by statute are, to the fullest extent permitted by law, excluded from the Agreement.

Seller shall process Buyer’s personal data (if any) in compliance with the applicable laws and regulations on the protection of personal data. Contact information that is necessary for the performance and follow-up of the Agreement may be collected. Any person whose personal data is processed has the right to access his/her data, to have the Seller update outdated information or correct any errors in his/her data or, if necessary, delete such data or request that the Seller restricts the use thereof. For more information about the processing of personal data, please consult the privacy policy on the Seller’s website.

Buyer warrants that, as of the date hereof and during the performance of the Agreement, it or any entity or person that has direct or indirect control over it are not subject to any economic, trade or financial sanctions or other trade restrictions administered or enforced by the United Nations, the European Union, the United States of America or any other relevant jurisdiction (“Trade Sanctions”). Buyer will immediately notify Seller of the occurrence of any fact or event that could render this warranty incorrect or misleading. A breach of this clause shall be a material breach of contract and shall entitle Seller to immediately suspend and terminate the Agreement.

Buyer shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the French Sapin II law.

All information received by Buyer from Seller and/or its affiliates in connection to this Agreement shall be treated as confidential information of Seller and shall not be used for any other purpose than performance of this Agreement. Buyer shall not disclose to third parties (except if expressly permitted in this Agreement) any such confidential information, except if required in accordance with applicable law or by order of a court or governmental body or authority of competent jurisdiction. This clause shall apply for a term of 5 years as from the conclusion of the Agreement.

The Agreement and any issues, disputes or claims arising out of or in relation them, shall be governed by and be construed in accordance with the laws of Belgium, excluding conflict of law principles. Application of the United Nations Convention on contracts for the international sale of goods is expressly excluded. Any dispute which the parties are unable to resolve amicably, shall be settled by the competent courts of Antwerp (Belgium).

If any of the provisions of the Agreement are declared to be void and unenforceable by a competent authority, such provision(s) shall be deemed to be deleted from the Agreement and the remaining provisions shall continue to apply. The Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision found to be void or unenforceable.

Seller may assign its rights and obligations under the Agreement to any affiliate. Each assignment, in whole or in part, of the Agreement by the Buyer shall be subject to the prior written consent of the Seller.