Agricultural Products: General Terms and Conditions for Sales Contracts

The Buyer and Seller shall acknowledge the practices of the Agricultural Products Exchange in Vienna (Börse für landwirtschaftliche Produkte in Wien) and the authority of this Arbitral Court in disputes. The authority of the Arbitral Court of the Agricultural Products Exchange in Vienna (Schiedsgericht der Börse für landwirtschaftliche Produkte in Wien) is certified by this Contract and is valid for all future contracts concluded between the Buyer and Seller in all negotiable instruments of this Exchange. However, the efficacy of this agreement for other transactions to be concluded later on may be revoked unilaterally in writing at any time. This authority also extends to disputes between the Contracting Parties and the Broker, provided that the latter is an agent legitimized to act as a broker on the Agricultural Products Exchange in Vienna and the Contracting Parties have received, without objections, contracts signed by the Broker containing the provisions that disputes arising from the transaction shall be settled by the Arbitral Court of this Exchange.

The agreed price on the overleaf is based on the ship, truck and railroad freight rates, currency exchange rates, public fees, duties, taxes, and charges that are valid on the day of completion of the sale. Any increase or new introduction from the contract date until the complete fulfillment of the contract shall be borne by the Buyer.

All transport risks from the loading station on shall be borne by the Buyer. Import, export, and transit bans, changes and regulations on the part of authorities, as well as "force majeure" (higher power) absolve of the duty to deliver without payment of damages. Strikes, shortage of freight cars, transport blockages or transport detours, impossibility of loading and unloading inland transport and sea-going vessels or freight cars or trucks, or any other kinds of transport hindrances prolong the delivery date for the duration of the hindrance. Unforeseen official dispositions and market control regulations may lead to the entire or partial repeal or modification of the terms and conditions of this Contract.

In the case of loading on vessels, the Buyer shall accept as binding on itself the terms and conditions of the shipping companies, of the shipping authorities, and of the freight contracts concluded by the Seller. The goods are sold on the basis of normal waters. All additional costs, damages, and delays caused by high and low water, ice, or other hindrances to shipping shall be borne by the Buyer.

Every shipment shall be immediately inspected upon arrival and in the event of any noticeable defects, it shall be declared unsatisfactory and left unloaded or on the railroad car or truck or ship. In addition, the Seller shall be notified promptly in writing.

Any sample taking shall be conducted in accordance with the practices of the Agricultural Products Exchange in Vienna and in agreement with the Seller.

If the goods do not fulfill the terms and conditions of the Contract, they shall be accepted at the reduced value established on the basis of an expert assessment or by the arbitral court of the competent exchange, unless a refusal of the goods is decided.

The Seller shall retain title to the purchased goods until the purchase price has been paid in full, including interest, costs and other extra charges plus any amounts expended by the Seller for the Buyer. In the event of distraint or other form of recourse, the Buyer is obligated to point out our ownership rights and to notify us accordingly without delay. In the event that goods under retention of title are resold by the Buyer, the retained ownership shall extend to the future income or purchase price claim arising from this transaction. The resale shall be reported promptly and the income shall kept separately. In the event that the goods delivered by us are restructured or processed and combined with others, we are entitled to a co-ownership share of the object arising from the restructuring or processing, in the ratio of the value of the goods delivered by us to the other processed goods at the time of the processing or combination.

In the event of late payment, interest on arrears shall be charged in the amount of 8% per annum above the currently valid base rate of the Austrian National Bank (OeNB).

RWA reserves the right to withdraw from the contract in the event that the Contracting Partner is in arrears with its payments, stops its payments, bankruptcy proceedings on its assets are initiated or dismissed for lack of assets covering the expenses, provided that difficulties with deliveries or complying with deadlines or insufficient funds are anticipated as a result.

Amendments to this contract require the written confirmation of the other Party. Oral agreements and arrangements made over the telephone require written confirmation in order to be binding.

General terms and conditions, or the like, of the Buyer are not part of the agreement and it is therefore mutually agreed that they shall be excluded. With the exception of UN sales law and the reference standards of the Code on International Private Law (CPIL), this Contract is subject to Austrian law.