Schedule to Contract No. entered into on General Terms and Conditions of Sale of Fertilizers Section 1 Definitions In these General Terms and Conditions of Sale of Fertilizers, the following terms shall have the following meanings: 1) Buyer shall mean the other party to a contract with the Seller; 2) Seller shall mean Grupa Azoty Spółka Akcyjna, with its registered office at ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland, entered in the Business Register of the National Court Register maintained by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP) 8730006829, Industry Identification Number (REGON) 850002268, with a share capital of PLN 495,977,420.00 (paid in full); 3) General Terms and Conditions shall mean these General Terms and Conditions of Sale of Fertilizers, which lay down the rules of offering the Goods for sale by the Seller; 4) Goods shall mean fertilizers included in the Seller s product portfolio, listed atwww.grupaazoty.com. 5) Contract shall mean any contract under which the Seller provides the Buyer with the Goods or services concerning the Goods, including sale contracts, supply contracts, trade contracts, contracts for provision of services, etc. Section 2 Recitals The Seller sells the Goods in Poland and abroad, primarily, but not exclusively, based on trade contracts securing the stability of production, logistics and product supplies, as well as good image, positioning and protection of the brand, trademarks and trade names, and pursuit of the marketing policy. The Seller is interested in expanding fertilizer sales and distribution in line with its business policies and model ensuring delivery of fertilizers to end users depending on their specific needs. As a member of Fertilisers Europe, the Seller is committed to implementing the Product Stewardship programme based on international regulations and quality standards and is responsible for all activities related to the manufacture and sale of fertilizers along the entire supply chain. Under Product Stewardship, the Seller is required to make a commitment that its fertilizer products are processed, transported, stored, distributed and used responsibly, with no impact on human health and safety or on the natural environment. In consequence, the Seller seeks to ensure that the Buyer declares the intended purpose (i.e. intended use) of Goods to be purchased and observes the rules applicable to the transport, storage, distribution and use of fertilizers in a responsible way, with no impact on human health and safety or on the environment. Section 3 General Provisions 1. These General Terms and Conditions constitute an integral part of all Contracts concluded by the Seller. 2. These General Terms and Conditions shall be notified to the Buyer for acceptance as a schedule to such Contracts or, at the latest, at the time when the Buyer places an order for Goods. In the event of any discrepancies between such Contracts and these General Terms and Conditions, the provisions of the contracts between the Seller and the Buyer shall prevail. 3. If the Buyer fails to submit a written statement of acceptance of these General Terms and Conditions, the form of such statement being set out in a schedule hereto, the Seller shall have the right to refuse to execute an order or suspend the delivery of Goods until it has received such written statement of acceptance.
4. These General Terms and Conditions may only be departed from if the Parties so agree in writing. These General Terms and Conditions shall override any terms and conditions of the Buyer which may be set out in any document adopted by the Buyer. Any such terms and conditions of the Buyer shall be deemed ineffective between the Buyer and the Seller. Section 4 Placing and delivery of orders for Goods 1. An order for Goods may be placed by an entity which shall: 1) declare that it has the ability to collect the Goods in full truck or rail car loads (truck load: approximately 24 tonnes, rail car load: depending on the rail car type); Goods may only be sold in whole batches, i.e. truck or rail car cargoes of a single type of Goods; 2) provide the following documents to the Seller: a valid document confirming the conduct of business activity (a printout from the Central Register and Information on Economic Activity (register of sole traders) (CEIDG) or from the National Court Register (KRS)), a copy of the Tax Identification Number (NIP) assignment decision, and a copy of the Industry Identification Number (REGON) certificate; 3) be approved by the Seller with respect to its economic and financial standing; 4) declare the intended purpose (i.e. intended use) of the Goods to be purchased and represent that it observes the rules applicable to the transport, storage, distribution and use of fertilizers in a responsible way, with no impact on human health and safety or on the environment; 5) if it wishes to trade with deferred payments or on credit provide the Seller with at least one of the following forms of security (or such forms of security as the Parties may agree) to properly secure liabilities arising from the delivery of Goods: a blank promissory note avalised by a bank, a bank guarantee, a bank-certified account-only cheque, a mortgage, or a trade receivables insurance policy. Until such security is established as required by the Seller, the Goods shall only be delivered after the Buyer makes a prepayment equal to 100% of the value of the ordered Goods; 6) The Seller may waive the requirement for the Buyer to establish financial security if it obtains an insured trade credit limit for the Buyer. 2. An order may be placed in writing, by fax, or by electronic means. An order should include the specification of the Goods (the specifications being available from the Seller s website), define the type and volume of the Goods, the packaging, delivery terms according to Incoterms 2010 or such other code of commercial terms as may be provided for in the Contract from among those acceptable to the Seller, the means of transport, and delivery address. 3. The prices of Goods are set in the price list available from the Seller s sales department. The price list is usually revised on a monthly basis. An order shall be executed by the Seller at the price applicable on the date on which the order is placed. Prices in the price list vary depending on payment terms, i.e. on whether a payment is made in advance or whether it is deferred, e.g. by 7, 14 or 30 days. If security has been established as referred to in Section 4.1.5 and no other payment deadline has been set, a 30-day payment term shall be deemed applicable between the Parties. 4. The Goods shall be delivered by the Seller according to Incoterms 2010 or such other delivery terms as may be provided for in the Contract: 1) FCA to the Seller s depot the risk of loss of or damage to the Goods passes from the Seller to the Buyer upon delivery of the Goods to the carrier. The cost of the Goods loading shall be borne by the Seller. The Seller shall not be liable for any quality defects or shortages due to the technical condition or contamination of the vehicles. The Buyer agrees to provide vehicles which meet the applicable legal requirements and comply with these General Terms and Conditions; or 2) CPT to the place named by the Buyer the risk of loss of or damage to the Goods passes from the Seller to the Buyer upon delivery of the Goods to the first carrier. The Buyer shall collect the Goods, or ensure that the Goods are collected from the carrier, at the designated place and shall sign the shipping list. 5. If FCA delivery to the Seller s depot is chosen, the Buyer shall: 1) provide a truck suitable for transporting:
a) packaged dry fertilizers a side kit trailer covered with tarpaulin, with roof sliding independently to the front and floor enabling entry by a forklift; b) bulk dry fertilizers a semi dump trailer; c) UAN solution a tanker trailer; 2) ensure that the truck driver is properly licensed to drive trucks suitable for transporting the Goods; 3) ensure that the carrier is properly authorised to collect the Goods on behalf of the Buyer; 4) confirm receipt of the Goods by a deadline set by the Seller. 6. If CPT delivery is chosen, the Goods shall be shipped by the Seller on a confirmed shipping date and delivered to the address named by the Buyer. 7. If the Parties so agree in a separate document, the Goods may be delivered by means of transport other than those specified above. 8. The Seller shall confirm acceptance of the order for execution and shall specify a shipping date for the Goods. The time required to make the delivery shall depend on availability of the Goods (current production levels, packaging method, availability of packaging, etc.). The order execution date shall be confirmed by the Seller and shall depend on the Seller s production planning and logistics. In this respect, the FIFO (first in, first out) rule shall apply. The FIFO rule may be temporarily abandoned, e.g. in the case of any industrial failures, disruptions in the Goods offtake structure, or if the Seller s security so requires. 9. The Seller may also decide not to fill an order if the Buyer s credit limit is exceeded or a decision is made to reduce or cancel the Buyer s credit limit, or if the Seller becomes aware of the Buyer s actual or legal insolvency. 10. Receipt of the Goods by the Buyer shall be confirmed with the shipping list or relevant intracommunity supplies (ICS) document signed by a person (or another entity) designated by the Buyer in the authorisation to accept the Goods or in the dispatch instruction. The persons (or entities) who have signed the aforementioned document shall be deemed duly authorised to do so on behalf of the Buyer. 11. Payment for the Goods shall be made before the Goods are dispatched by the Seller (prepayment) or by the date stated on the invoice (if relevant security has been provided) and determined in accordance with Section 4.3 hereof. 12. If the due dates for payment are not met, the Seller shall charge contractual interest at a rate double the statutory rate. 13. Any delay in payment shall entitle the Seller to refuse to execute orders. 14. At the Seller s request, the Buyer shall notify the Seller of any ownership or personal links with other entities. Section 5 Force majeure 1. No Party shall be held liable for non-performance or improper performance of the Contract due to a force majeure event. The Parties acknowledge and agree that a force majeure event is an event which is unforeseeable, cannot be averted, is beyond the affected Party s control, and prevents proper performance of the Contract, including martial law, state of emergency, natural disaster, act of God, fire, explosion, flood, civil commotion, war, and industrial action. 2. The Party wishing to invoke force majeure shall promptly notify the other Party of the occurrence of such force majeure event and of its expected impact on that Party s performance of its obligations under the Contract. 3. The Parties further acknowledge and agree that certain events which may occur at their respective companies and which are unforeseeable and beyond their control, such as serious plant or equipment failures, interruptions in the supply of strategic feedstocks with adverse impact on the production of Goods and other similar technical problems, with the exception of technical problems with the transport or receipt of Goods, shall be deemed equivalent to force majeure events.
Section 6 Complaints and liability 1. If any shortage of the Goods or damage to the packaging is identified during acceptance of the Goods, the Buyer shall immediately prepare in writing: 1) a rail consignment receipt report in the case of rail deliveries, 2) an official report prepared with the carrier s participation, or shall note the fact in the shipping list and have it confirmed by the carrier in the case of road deliveries. 2. Complaints referred to in Section 6.1 above shall be submitted to the Seller exclusively in writing, not later than within 14 days of receipt of the Goods, to the following email address:. 3. Complaints other than those referred to in Section 6.1 above and relating to the Goods shall be submitted to the Seller in writing within 14 days of the date on which a defect is identified, to the address specified above. If the Buyer has obtained access to the e-commerce platform from the Seller, such complaints shall be made via the platform within 14 days of the date on which a defect is identified. Complaints submitted after these time limits or in another form shall not be considered and all of the Buyer s rights in relation to the delivery of such Goods shall expire. 4. All complaints submitted to the Seller shall be recorded in the Register of complaints and comments, and a Complaint Card shall be issued. A complaint shall be examined based on the submitted documents. 5. In justified cases, where any factual circumstances need to be verified on the Buyer s site, the Seller s representatives may have to visit the site to officially examine the case. The persons participating in the visit shall then prepare a Report on review of the Buyer s complaint on the Buyer s site, which shall be attached to the Complaint Card. Such document shall be a basis for making a final decision on the complaint. 6. If deliveries are made on the CPT basis, the Buyer shall bear the risk of loss of or damage to the Goods from the moment the Seller delivers the Goods to the first carrier. 7. The Seller undertakes to examine a complaint within 30 days of delivery of a complete set of documents. 8. Complaints about any shortage of the Goods identified by the Buyer without the carrier s participation, after the delivery is accepted into storage, or where the Goods are collected by the Buyer using its own means of transport shall not be considered. 9. If a complaint is obviously groundless, the Buyer shall reimburse the Seller for all costs of examining the complaint. 10. If a complaint is found justified, all costs of its examination shall be borne by the Seller. 11. Subject to the provisions of these General Terms and Conditions, the Parties liability shall be governed by the Contract. The Contract shall define liquidated damages or penalties for nonperformance or improper performance of the Contract. Section 7 Safety issues related to Goods distribution 1. Given the provisions of Section 2 above, the Buyer warrants that its warehouse and/or storage facility for the Goods meets the requirements of the Regulation of the Minister of Agriculture and Rural Development of June 24th 2002 on occupational health and safety in the application and storage of plant protection products as well as mineral and organic-mineral fertilizers (Dz.U. of 2002, No. 99, item 896, as amended). 2. The Buyer shall be obliged to observe the rules of storage and transport of the Goods covered by the Contract in accordance with the Specifications/Technical Conditions and Safety Data Sheets for the Goods. 3. Up-to-date Specifications/Technical Conditions and Safety Data Sheets referred to in Section 7.2 above are available on the Seller s website at www.grupaazoty.com. 4. The Buyer represents that it is familiar with the properties, features and potential functionalities of the Goods and the relevant rules of storage and transport specified in the Specifications/Technical Conditions and Safety Data Sheets, and undertakes to provide all such information to its customers and end users of the Goods.
5. In the event that the rules of storage and transport of the Goods are not observed, the Buyer shall be held liable for any damage caused thereby and for any resulting quantity- and qualityrelated complaints of end users, bearing all associated costs. 6. To the fullest extent permitted by law, the Seller shall not be held liable for any consequences of using the Goods, including personal injury, death or property damage resulting from or related to improper use, processing, storage, and transport of the Goods separately or in combination with other substances. The Buyer undertakes to indemnify the Seller against any liability if any act or omission on the part of the Buyer, constituting in particular a breach of obligations under the Contract or applicable laws, gives rise to any third-party claims against the Seller. The Buyer undertakes to reimburse the Seller for any amounts paid by the latter to satisfy such third-party claims. In particular, such reimbursable costs shall include compensation and damages paid, litigation costs and legal costs. 7. Any costs related to loss of the Goods or deterioration in their quality due to reasons beyond the Seller s control shall be borne by the Buyer. 8. The Buyer undertakes to provide users of the Goods with information on packaging and packaging waste, including the information on: 1) available return, collection and recycling systems for packaging waste, 2) proper handling of packaging waste, 3) meaning of the markings on product packaging, 4) at least by displaying such information at the Buyer s points of sale. 9. The Distributors shall be obliged: not to make available to members of the 1 general public any explosives precursors subject to the limitations listed in Annex I to Regulation (EU) No. 98/2013. report suspicious transactions 2 or attempts at executing suspicious transactions in substances listed in Annexes I and II to Regulation (EU) No. 98/2013, in accordance with the Act on Safety of Trading in Explosives Precursors of April 13th 2016. Section 8 Code of Ethical Conduct 1. The Buyer confirms that it is aware of the contents of the Grupa Azoty Group s Code of Ethical Conduct and agrees to comply with the Code, and in particular to adhere in its business to the principles of human dignity, mutual respect, tolerance and protection of the environment. The Code is available in the Polish and English language versions atwww.grupaazoty.com 2. The Parties to the Contract represent that in their business they observe human rights, protect the environment, and comply with safety, health and environmental protection regulations, as well as regulations on the protection of work of women, juveniles and the disabled. Section 9 Miscellaneous 1. Invalidity of any individual provisions of these General Terms and Conditions shall not affect the validity of the other provisions. If any provision hereof is deemed invalid, the Seller shall forthwith replace such invalid provision with a valid and effective one. 2. The Seller represents that it is a Data Controller for any processed personal data, within the meaning of mandatory provisions of law, collected in connection with the performance of the Contract. Such data may be entrusted for processing to advisory, audit or law firms under relevant agreements made by and between the Seller and such entities. Access to personal data 1 A member of the general public shall mean any natural person who is acting for purposes not connected with his trade, business or profession. 2 A suspicious transaction shall mean any transaction concerning the substances listed in Annexes I and II to Regulation (EU) No. 98/2013, or mixtures or substances containing them, including transactions involving professional users, where there are reasonable grounds for suspecting that the substance or mixture is intended for the illicit manufacture of explosives.
may also be provided to Grupa Azoty Group entities. Each person whose personal data is processed by the Data Controller shall have the right to access and rectify such data. Personal data shall be provided on a voluntary basis; the performance of the Contract may, however, depend on whether such data is provided or not. Personal data shall be processed for the purposes of performing the Contract in compliance with Art. 23.1.3 of the Personal Data Protection Act (Dz.U. of 2016, item 922, as amended) or for other purposes agreed upon by the Parties. 3. The Parties agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, made in Vienna on April 11th 1980. 4. The Contract shall be governed by Polish law. 5. Any disputes arising from the execution of orders shall be resolved by the court competent for the registered office of the Seller. Schedule: Form of statement of acceptance of the General Terms and Conditions. 5-04-65
Schedule to Contract No. entered into on place and date: _ Buyer s details: Grupa Azoty Spółka Akcyjna STATEMENT OF ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE OF FERTILIZERS I. Obligatory statements 1) I hereby represent that I have read the GENERAL TERMS AND CONDITIONS OF SALE OF FERTLIZERS ( General Terms and Conditions ) and fully accept them. 2) I hereby represent that I have received a copy of the General Terms and Conditions before placing an order for fertilizers manufactured by the Seller. II. Optional statements Buyer 1) I give my consent to the processing by the Seller of my voluntarily provided personal data for the purposes of marketing of the Seller s products and services. The Buyer may at any time access his/her personal data and request its rectification or amendment. The Buyer who is the data subject is entitled to withdraw consent to the processing of his/her personal data. The Buyer may also demand that the processing of his/her personal data be discontinued due to a specific situation, as well as object to the processing of the data for marketing purposes or to providing such data to another data controller. Buyer 2) I give my consent to receiving from the Seller commercial information sent by electronic means (including email, text messages and voice mail) relating to goods offered by the Seller. Buyer 5-04-65