General Terms and Conditions for Trade in Vegetable and Animal/Sea Animal Oils, Fats and Fatty Acids
prepared by the German Association of Wholesale Traders in Oils, Fats and Oil Raw Materials e.V., - GROFOR -, Hamburg Revised version of 01.06.2010

The German Association of Wholesale Traders in Oils, Fats and Oil Raw Materials e.V. - GROFOR -, Adolphsplatz 1 (stock exchange), 20457 Hamburg, recommends the following General Terms and Conditions for the trade in vegetable and animal/sea animal oils, fats and fatty acids to its members for use in business transactions without obligation. Members are free to follow the recommendation or to use other or supplementary general terms and conditions.

§ 1
Arbitration Clause

1 The parties submit to the following terms and conditions as well as to the arbitration regulations of the "Deutscher Verband des Großhandels mit Ölen, Fetten und Ölrohstoffen e.V. - GROFOR -, Adolphsplatz 1 (Börse), 20457 Hamburg, applicable on the day the action is filed.
2 All disputes arising in connection with this contract and its conclusion, as well as any other agreements in connection with it, shall be settled by the arbitration tribunal of "GROFOR e.V.", not only between buyer and seller, but also between contracting parties and business intermediaries, to the exclusion of the ordinary courts of law.
3. the agreement of the arbitration tribunal is also valid for the decision on the validity of the transaction if it is disputed by one of the contracting parties for any reason whatsoever.
4. acknowledged claims, claims arising from cheques and bills of exchange as well as purchase price claims which have not been disputed by then despite reminders may, at the discretion of the creditor, be asserted before the ordinary court or the arbitral tribunal.

§ 2
Letter of confirmation

1. if brokerage certificates or letters of confirmation are exchanged or issued by a contracting party or a broker, their content shall be decisive for the contractual relationships All previous agreements are thereby cancelled. Conclusion certificates and letters of confirmation which are not immediately contradicted in writing are deemed to be approved.
2 If broker's contract notes and/or letters of confirmation are issued, the seller's letter of confirmation which has not been contradicted is decisive. If only a letter of confirmation of the buyer and a broker contract note are issued, the buyer's letter of confirmation which has not been objected to shall apply.
3 If verbal agreements are made later, they are only valid if they are confirmed in writing by at least one party without delay. If no immediate written objection is made to such documents, they shall be deemed to be approved.

§ 3
contracts on call

1. unless the parties have made other agreements, the concluded contracts are to be fulfilled even if collection by the buyer is agreed upon, at the buyer's request.
2. the buyer's declaration of call-off must enable the seller to load, dispatch or hand over the goods within the agreed delivery or acceptance period.
3. the buyer must notify the seller of the desired delivery or acceptance date at least 5 business days in advance.
4. if the buyer does not issue a call-off declaration by the 10th business day before expiry of the agreed delivery or acceptance period, the seller shall be entitled to the rights arising from § 9 on account of non-fulfilment after fruitless expiry of the relevant extension period in accordance with § 8.
5. if the buyer issues a call-off declaration in accordance with the contract and the seller does not make the goods available at the time specified in the call-off declaration, the buyer shall be entitled to the rights arising from § 9 on account of non-performance after the fruitless expiry of the relevant period of grace in accordance with § 8.

§ 4
More detailed determination of the delivery date

1. if sales are made on delivery within a certain period of time, delivery within this period of time shall be at the discretion of the buyer It must be delivered and received in the case of contracts with the designation
(a) "delivery immediately": within three business days of the conclusion of the contract
(b) "prompt delivery": within seven business days of the conclusion of the contract;
(c) 'delivery within a specified month': within the month;
(d) 'delivery within a period of several months' means delivery in approximately equal monthly instalments;
(e) 'successive delivery' means delivery in roughly equal instalments within the agreed period.
2. if no agreement has been reached on the time of delivery, paragraph 1 a) shall apply

§ 5
Contracts for acceptance/collection

1. if a sale is made on acceptance or collection within a certain period, acceptance or collection must take place within this period at the discretion of the buyer The period regulations of § 4 a) to e) apply accordingly.
2. the buyer must notify and provide the road vehicle in good time so that the seller can deliver within the agreed acceptance period.

§ 6
Place of performance, freight and transport risk

Insofar as the parties have not made any other agreements (such as the Incoterms), the following provisions shall apply:
1) Place of performance for the delivery is the loading point where the goods enter the vehicle used for transport. If a destination is sold carriage paid, this is the place of performance.
2. if the goods are sold free on wagons or road vehicles, the buyer shall bear the freight costs and the transport risk.
3. for contracts concluded carriage paid, the seller bears the freight costs and the buyer the transport risk.
4. in the case of sales carriage paid to a destination, the seller bears the freight costs to that destination and the transport risk.

§ 7
Period of grace

1) In the event that a contract is not fulfilled on time, the defaulting party is entitled to set a period of grace after the expiry of the period of performance. This must be in writing to be effective.
The duration of a period of grace for delivery or acceptance shall be: a) three business days if a period of performance of less than one month has been agreed; b) seven business days if a period of performance of one or more than one month has been agreed.
3. the period of grace for issuing a call-off declaration shall be one business day.
4. an additional period of time which is too short shall not be invalid; instead, the additional periods of time prescribed in paragraphs 2 and 3 shall be put into effect. A period of grace which is too long shall be effective as set out above.
5. the granting of a period of grace is not required,
(a) if it is agreed that the contract is to stand or fall on a specific date (firm deal)
b) if the other party expressly declares in writing that he will not perform the contract.

§ 8
Rights in case of non-performance

1. after the fruitless expiry of the period of grace, the defaulting party is entitled a) to withdraw from the contract and/or b) to claim damages instead of performance and/or c) to store the goods at a third location for the account of the defaulting party if the seller has announced the storage together with the granting of the period of grace.
2. the rights under paragraph 1 a) and b) shall also apply in cases where a period of grace pursuant to § 7 paragraph 5 is not required.
3. if damages are to be claimed, the seller may effect a covering sale or the buyer may effect a covering purchase for the account of the defaulting party directly or through a broker. This measure must be carried out within ten business days after the expiry of the grace period or after the occurrence of non-performance.
4. compensation for non-performance can also be claimed by determining the difference between the contract price and the current price (price determination). The determination of the price shall be carried out at the option of the defaulting party either by
a) a broker to be appointed via the Grofor board of directors or its representative (price determination procedure, see § 36 of the arbitration regulations)
(b) a broker to be appointed by the defaulting party; or
(c) the competent arbitral tribunal itself in arbitration proceedings.
5. the effective date for price fixing shall be the business day following the expiry of the additional period. The same applies accordingly in the cases of § 7 para. 5.
6. the defaulting party shall bear the costs of the price determination.
7. the nondefaulting party shall notify the defaulting party by telex (see § 23) without delay after expiry of the period of grace or in one of the cases specified in § 7 para. 5, which right it will exercise.
8. if the defaulting party fails to proceed in accordance with subsection (7) above, he shall only be entitled to the right to fix the price. The same shall apply if an announced covering transaction has not been executed or has not been executed in due time (see para. 3).
9) The competent arbitral tribunal is entitled and, at the request of one of the parties, obliged to review an executed covering transaction pursuant to paragraph 3 (covering sale or covering purchase) or a price determination pursuant to paragraph 4, letter a). If the review of the covering transaction or the price determination reveals that it was not properly executed or led to a manifestly unfair result, the arbitral tribunal shall itself determine the price difference, taking into account the market situation.

Translated with www.DeepL.com/Translator (free version)

§ 9
Obstacles to performance

1. if, after the conclusion of a contract, its performance is prevented by force majeure, import or export bans at home or abroad, official measures or other circumstances beyond the control of a contracting party, the contract or its unperformed part shall be cancelled. The other contracting party shall be informed of the aforementioned events immediately after they become known. If this is not done, the obstacle to performance cannot be legally enforced.
2. if performance is hindered by elementary events or by riot, strike, lockout, a loading block or other circumstances which are to be regarded as similar, the period of performance shall be extended by the duration of the hindrance, if the party affected notifies the hindrance to the other party immediately after becoming aware of it or at the beginning of the period of performance. If, after expiry of the period of performance, the hindrance exceeds 30 calendar days in the case of contracts with a period of performance of less than one month or 45 calendar days in the case of contracts with longer periods of performance, the contract shall be cancelled without mutual compensation.
3. if the party concerned invokes an obstacle to performance, it must provide the corresponding evidence at the request of the other contracting party.

§ 10
Weight/quantity

1. the weight determined at the agreed place of performance shall be decisive for the determination of weight. If the place of departure is the place of performance and the weight has not been determined there, the weight determined at the place of receipt shall be decisive.
2. in the case of contracts carriage paid to a destination, the weight determined there shall be decisive. If the weight has not been determined there, the weight determined at the place of departure shall be decisive.
3. each party has the right to be present or to be represented at the determination of weight.
4. the agreed weight quantity may be exceeded or undershot by the seller by up to 2 %, if "approximately" is agreed up to 5 %.
5. partial deliveries or partial acceptances are permissible, but may not fall below a minimum weight of 23,750 kg (weight = quantity x specific weight). Each partial delivery shall be deemed a separate contract.
6. if the parties have agreed on the contract quantity as volume, the above provisions on weight shall apply accordingly.

§ 11
Quality

1. if nothing is agreed on the quality of the traded goods, healthy, commercial goods of medium type and quality are to be delivered.
2. if the goods are delivered in a tanker with several compartments, they must comply with the contractual agreements in each individual compartment.

§ 12
Purchase according to sample / sample goods report / telquel

1. in case of sale by sample, the goods must on average comply with the specifications, appearance and analysis data of the purchase sample § Section 11(2) shall apply accordingly.
2. in the case of sale "on a sample basis", it must be agreed by when the buyer must make his decision. If the parties have not agreed on a time limit, a period of 5 business days from receipt of the sample by the buyer shall apply.
3. if the buyer has not notified the seller of his decision within the agreed period or the period pursuant to paragraph 2 sentence 2, the sample shall be deemed to be rejected.
4. in case of sale "telquel" the buyer is obliged to accept the goods regardless of the quality, provided that the type of goods corresponds to the contractual designation.

§ 13
Rights in case of defects

1. if the delivered goods are not in conformity with the contract, the buyer is entitled to the following rights at his discretion, subject to the following individual provisions:
a) replacement delivery
(b) Compensation for losses in value
c) Compensation for damages according to the legal regulations
2. if the buyer wishes to exercise the right to replacement delivery, he must notify the seller of this by telex at the latest on the next business day after the notification of defects.
3. the right to a replacement delivery shall not apply if the goods can no longer be returned in their original condition.
4. a compensation for reduced value can only be demanded if the buyer has unsuccessfully set the seller a reasonable period of grace for replacement delivery by telex. The setting of a period of grace is dispensable if the seller seriously and finally refuses the replacement delivery.

§ 14
Examination of the goods - sampling

1. sampling is the responsibility of the purchaser and must always be carried out at the place of performance.
2. if the place of dispatch is the place of performance, the seller must give the buyer the opportunity for representative sampling.
3. if sampling has not been carried out at the place of performance, the buyer may have it carried out immediately after arrival of the goods at the place of destination.
4. the sampling shall be carried out in such a way that representative average samples are taken from each chamber of the transport container.

Translated with www.DeepL.com/Translator (free version)

§ 15
Notification of defects

1. in the case of defects which can be detected during a commercial sensory examination, the buyer must notify the goods by telex immediately after unloading is completed, but no later than the next business day. This shall also apply in the case of acceptance of the goods "ex works/warehouse".
In the case of defects which cannot be detected in a commercial sensory examination, in particular deviations from agreed specifications, the buyer must send the samples to a neutral expert for examination immediately after unloading is completed, but at the latest within two business days. He must inform the seller by telex or fax of the result of the examination no later than the next business day after knowledge / receipt.
3. in the case of hidden defects, the buyer must send the notice of defect to the seller within a period of one business day after the seller has become aware of the defect.
4. if the deadlines mentioned in the above three paragraphs are not met, the goods are deemed to be approved.

§ 16
payment of the purchase price

1. unless the parties agree otherwise, payment of the purchase price must be made within 5 business days of receipt of the invoice by the purchaser. If payment is not made as agreed, the buyer shall be in default of payment without reminder.
2. the buyer is not entitled to offset or withhold the purchase price unless the seller suspends payments or facts exist which are equivalent to a suspension of payments. Furthermore, the prohibition of offsetting or retention does not apply to undisputed or legally established counterclaims.

§ 17
Default of payment

1. in case of default of payment, the seller is entitled to sue for payment and to demand default interest at the statutory rate from the beginning of the default.
2. in the case of contracts which provide for several partial quantities or contractual instalments to be delivered, the following shall apply additionally: If the buyer is in arrears with a payment, the seller is only entitled to withdraw from the contract and/or to claim damages with regard to the outstanding partial quantities or contractual instalments after he has unsuccessfully set the buyer a grace period of 5 business days for payment.
3. the seller is also entitled to withdraw from the contract and/or to claim damages without reminder if the buyer is in default of payment in more than 2 cases within one contract.
4. if there are justified doubts about the solvency of the buyer, the seller can demand advance payment even if other terms of payment have been agreed.

§ 18
Other payment entitlements

Other payment claims must be settled within 5 business days after receipt of the invoices. If this period expires without result, the entitled party may sue for the claims and demand interest at the statutory rate.

§ 19
Suspension of payments

1. if one party to the contract suspends payments or if facts exist which are equivalent to a suspension of payments, the claims for performance of the contract shall expire to the extent that the contract is still unfulfilled by both parties. In place of the claims for performance, the claim for payment of the price difference between the contract price and the current price, which is to be offset against each other, takes effect with the suspension of payments or the existence of a fact which is to be regarded as equivalent.
2. the determination of the daily price shall be made in accordance with the provisions of § 8 para. 4. The cut-off date shall be the business day following the announcement of the suspension of payments or a fact deemed equivalent thereto. The costs of the price determination shall be borne by the party which has got into payment difficulties.
 

§ 20
Retention of title

1. the goods or documents remain the property of the seller until full payment of all claims, including future claims of the seller against the buyer arising from the business relationship. In the case of a current account, the retention of title shall be deemed security for the respective balance claim.
2. the handling or processing of the goods remaining in the property of the seller shall be carried out for him as manufacturer and on his behalf, without any liabilities arising from this for him. The seller is entitled to the ownership of the new object created by processing or machining, regardless of the time and degree of processing or machining. In the case of processing with other goods not belonging to the buyer, the seller is entitled to co-ownership of the new object in the ratio of the value of the goods subject to retention of title to the other processed goods at the time of processing. In the event that, notwithstanding the above provision, the Buyer acquires (co-)ownership of the Seller's goods subject to retention of title through processing or treatment, the Buyer shall transfer to the Seller upon conclusion of the contract the (co-)ownership of the goods for the time of its acquisition and shall keep the goods in safe custody for the Seller. The Buyer hereby assigns to the Seller any claims for restitution against third party owners. The goods shall be deemed to be reserved goods within the meaning of these provisions.
In the event that the goods delivered by the seller are mixed or combined with other items, the buyer hereby transfers to the seller his ownership or co-ownership rights to the mixed stock or the new item and then keeps it for the seller. Any claims for return against third-party owners are hereby assigned to the seller.
4. the buyer is authorized to resell the goods in the (co-)ownership of the seller in the ordinary course of business against cash payment or under retention of title. The pledging or transfer of ownership by way of security is prohibited. All claims to which the buyer is entitled from the resale, regardless of whether this takes place before or after processing, mixing, etc., including all ancillary rights as well as any claims for compensation against a credit insurance company, are assigned by the buyer to the seller upon conclusion of the contract. In the event that the goods are only co-owned by the Seller or are sold by the Buyer together with other goods not belonging to the Seller - irrespective of their condition - for a total price, the assignment of the claim already effected hereby shall only be in the amount of the amount which the Seller has charged the Buyer for the relevant part of the goods.
5. until revocation, the buyer is authorised to collect the claims to which the seller is entitled, which he has acquired through the assignment. Upon revocation, this right shall pass to the seller - even in the event of insolvency. Furthermore, the Buyer shall grant the Seller access to the goods at any time and, at the Seller's request, identify the goods as the Seller's property and provide the Seller with all information requested. In the event of default of payment, the Buyer shall, at the request of the Seller, notify his subsequent buyer of the transfer of the claim. In the event that the buyer receives bills of exchange or cheques from the resale to a third party, he shall assign to the seller the bill of exchange or cheque claim to which he is entitled, in the amount of the claim assigned to him from the resale. The ownership of the bill of exchange or cheque document shall be transferred from the buyer to the seller; the buyer shall keep the document in safe custody for the seller.
6. in the event of access by third parties to the goods owned or co-owned by the seller or to the claims assigned to the seller, the buyer shall safeguard the seller's rights and notify the seller of such access by telex (§ 46) without delay.
7. as long as the seller's ownership of the delivered goods exists, the buyer shall adequately insure the goods against the usual risks. The Buyer hereby assigns to the Seller the claims arising from a case of damage, in particular against the insurance company, in order to secure his claims up to the amount of his claim.
8. the seller shall make any excess security available to the buyer upon the buyer's request. An overcollateralisation exists if the value of the securities exceeds the value of the claims to be secured by more than 20%.

§ 21
Applicable law

The contract is subject to German law. In addition, the Incoterms of the International Chamber of Commerce valid at the time of conclusion of the contract shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (BGBl.1989, Part 11, p. 588 ff.) shall not apply.

§ 22
Deadlines

1. working days shall be deemed to be business days with the exception of Saturdays and 24 and 31 December
2. the day of the conclusion of the contract and the day of receipt of a declaration setting a time limit shall not be included in the calculation of the time limit.
3. declarations received after 3 p.m. on a business day shall be deemed to have been received on the next business day.
4. public holidays which are recognised differently by state or national law shall only be effective in favour of the person who has to make or receive a declaration or perform an action on such a day.

§ 23
News

The term "in writing" includes telexes and any other rapid written communication such as fax or e-mail. The term "by telex" includes any other rapid written communication such as fax or e-mail.

§ 24
Commission

The seller must pay the agent the agreed commission, regardless of whether the brokered contract is fulfilled or cancelled, unless the agent is demonstrably at fault for the non-fulfilment or cancellation of the contract.

§ 25
Lapse of claims arising from contracts and statute of limitations

1. a contract shall automatically lapse if neither party has performed it within three months of the end of the period of performance specified in the contract If no period of performance has been agreed, this period shall begin to run on conclusion of the contract.
2. if a reminder is sent within the period referred to in paragraph 1, the contractual claims shall initially continue to exist.
3. in this case, the contractual rights shall expire one month after expiry of the period referred to in paragraph 1, unless one of the parties has asserted its contractual rights in writing.
4. in all other respects, claims arising from contracts shall become time-barred after one year. The limitation period shall begin at the end of the month in which the period of performance ends.

Hamburg, 1 June 2010