General Terms and Conditions of Purchase

Deutsche Vilomix Tierernährung GmbH

1. General

   These Terms and Conditions of Purchase shall apply exclusively to all purchase contracts concluded by Deutsche Vilomix Tierernährung GmbH (hereinafter referred to as the Buyer) for the purchase of feed, feed additives, their mixtures, raw materials and packaging materials. The Seller acknowledges them as binding for the present and all future sales contracts in which the Buyer purchases from the Seller. Conflicting, deviating or supplementary terms and conditions of the Seller shall not be acknowledged by the Buyer, even if the Buyer has not expressly objected to them, unless the Buyer expressly acknowledges them in writing. The General Terms and Conditions of Purchase of the Buyer on which the respective contract is based can be viewed at: www.vilofoss.com/de.

    

2. Relationship to Form Contracts

   These Terms and Conditions of Purchase shall take precedence over any form contract that may have been agreed.

    

3. Delivery / Acceptance / Rights in the event of non-performance

    

   1. The agreed delivery/acceptance time applies. If the Seller does not comply with its contractual obligations or does not do so on time, the Buyer is entitled to withdraw from the contract and/or to claim damages instead of performance after the fruitless expiry of a reasonable grace period of usually 5 business days set for the Seller - unless this is dispensable according to the statutory provisions.
   2. If the buyer claims damages instead of performance, it is entitled, but not obliged, to calculate its non-performance damage by way of price difference determination and to demand the price difference and the costs of price determination from the seller. The key date for price determination is the business day following the expiry of the grace period. If there is no need to set a grace period, as in the case of a fixed transaction or in the case of an express refusal to perform by the seller, the key date for the price determination is the business day following the occurrence of the event that is decisive for the non-performance, such as the declaration of non-performance.
   3. Instead of claiming damages instead of performance, the buyer can carry out a cover purchase on behalf of the seller. The cover purchase must be carried out within 3 business days after the expiry of the grace period or the determination of non-performance.

       

4. Properties / Quality / Sampling

    

   1. The delivered goods must - subject to further agreements - be commercially available and healthy and comply with all legal requirements, in particular feed law, and must be approved by the buyer. The delivered goods must be free of third-party rights, such as patent rights. Official findings on the lack of marketability of the goods are binding for the contracting parties.
   2. Sampling is the responsibility of the buyer. It takes place at the place of fulfilment of the delivery or purchase obligation and is carried out by a laboratory accredited in accordance with DIN EN ISO/IEC 17025:2005 in accordance with the provisions of the official sampling ordinance. The Seller acknowledges any sampling in accordance with these provisions as due.

       

5. Warranty for defects

   If the delivered goods are defective, the Buyer is entitled to the warranty rights regulated in the following paragraphs, whereby paragraphs (1) to (4) regulate the general consequences of deviations in content and other characteristics, while paragraph (5) applies to the special case of the detection of undesirable/prohibited substances in the goods.

    

   1. If the delivered goods deviate from the agreed nature and quality, the buyer is entitled to demand compensation for reduced value from the seller.
   2. If there is a significant defect, the buyer is entitled to demand the return of the delivered goods with reimbursement of the purchase price paid and the costs and interest on the goods instead of compensation for the reduced value.
   3. In addition to the right to return the goods, a one-time replacement delivery of goods in accordance with the contract can be requested. The Seller, for his part, has the right to make a replacement delivery for the goods to be taken back, unless the acceptance of a replacement delivery is unreasonable for the Buyer under the special circumstances of the individual case. If the Buyer or the Seller makes use of the right to a replacement delivery, the Buyer must make the complained goods available to the Seller for return. Unless otherwise agreed, the Seller shall effect the replacement delivery within 2 business days from the provision of the goods to be taken back as notified by the Buyer.
   4. If the replacement delivery is not effected in due time in accordance with para. (3), the Buyer is entitled to withdraw from the contract or to demand damages instead of performance or to carry out a cover purchase on behalf of the Seller in accordance with Clause 3 para. (3).
   5. In the event of claims by the buyer due to unwanted/prohibited substances and contaminants, the legal regulations apply. If the seller is obliged to pay damages according to the statutory provisions, he must in particular also compensate the buyer for such damages that the buyer suffers as a result of a legally prescribed or officially ordered recall of the defective goods or a product made with them (feed).
   6. The rights of the buyer due to defects expire after two years. The limitation period begins with the delivery of the goods.

       

6. Handling of payments

   Payment of the purchase price is made against invoice and presentation of the corresponding proof of delivery. The Buyer is entitled to rights of set-off or retention to the extent permitted by law.

    

7. Packaging

    

   1. The Seller undertakes to provide all packaging, packaging components and packaged goods supplied by it in accordance with the applicable requirements of Regulation (EU) 2025/40 on Packaging and Packaging Waste as amended from time to time ("PPWR") as well as any additional applicable national implementing regulations. This applies in particular to requirements for substance restrictions, recyclability, recycled content, packaging minimization, labeling, conformity assessment and data provision.
   2. Insofar as the seller or an economic operator in its supply chain is subject to extended producer responsibility for the supplied packaging, the seller assures that the necessary registrations (in Germany: in the LUCID Packaging Register) exist. He shall inform the Buyer of the registration number(s) without being asked before the first delivery and of any change without delay. Insofar as an authorised representative for extended producer responsibility is to be appointed in accordance with Art. 45 para. 3 PPWR, the seller shall provide proof of his or her designation upon request.
   3. Insofar as the Seller is the producer or importer of the packaging within the meaning of the PPWR, it shall provide the Buyer with a copy of the EU Declaration of Conformity without being asked to do so at the latest with the first delivery and shall ensure that the packaging is marked in accordance with Art. 12 PPWR and bears the information pursuant to Art. 15 (5) and (6) or Art. 18 (3) PPWR.
   4. In addition, the Seller shall immediately provide the Buyer upon request with all proofs, declarations, technical documents and product- or packaging-related data required by the Buyer to fulfil its own obligations under the PPWR or national packaging law. He ensures that the packaging delivered complies with the applicable legal requirements at the time of transfer of risk.
   5. As long as the information owed hereunder is not available in full, the Buyer is entitled to refuse to accept the delivery and to withhold due payments; the buyer is not in default of acceptance as a result.
   6. The Seller shall reimburse the Buyer for all damages, costs and expenses, including reasonable legal and defense costs, as well as the costs of officially ordered corrective, recall and remedial actions, which are based on a breach of this clause or on incorrect, incomplete or late information. In this respect, the Seller indemnifies the Buyer against claims by third parties and official claims. These obligations do not exist if the seller proves that he is not responsible for the infringement.
   7. Upon request, the Seller shall provide the Buyer with all documents required by the Buyer to fulfil its own obligations under the PPWR within five working days upon request, including the parts of the technical documentation required for the fulfilment of the obligations in accordance with Annex VII PPWR. Insofar as the Buyer itself is a producer within the meaning of the PPWR, in particular because the packaging is designed or manufactured according to specifications or under the name or brand of the Buyer, the Seller shall provide all information required for conformity assessment, technical documentation and EU declaration of conformity without being asked before the first delivery and shall keep it up to date. The seller guarantees that the conformity assessment procedures incumbent on him or his upstream suppliers have been carried out in accordance with Art. 38 PPWR and tolerates the affixing of the buyer's importer information in accordance with Art. 18 para. 3 PPWR. He shall inform the Buyer without undue delay in text form if he has reason to believe that delivered packaging or packaged goods do not comply with the requirements of Art. 5 to 12 PPWR and shall assist the Buyer at its own expense with any necessary corrective measures, including withdrawal and recall.
   8. The Seller shall provide the Buyer with the data required for the Buyer's EPR reporting at intervals to be agreed between the parties, in particular information on the type, quantity and material composition of the packaging used for the delivery items. The seller guarantees the accuracy and completeness of this information.

       

8. Sanctions clause

   Each Contracting Party represents, represents and warrants to the other Contracting Party that:

    

   1. the Contracting Party complies with all economic and financial sanctions and embargoes or other similar laws, ordinances, regulations, measures or restrictions applicable to the performance of the obligations under this Agreement (hereinafter "Sanctions"); this shall also apply to sanctions imposed by third countries, in particular the USA, which are declared applicable under the law of the third country for the fulfilment of the obligations under this Treaty ("secondary sanctions"), provided that this does not lead to a violation of or conflict with national or EU law ("boycott bans");
   2. the Contracting Party is not subject to sanctions; in particular, it is not included in any list of persons, entities or bodies (POE) with which business is restricted or prohibited, nor is it directly or indirectly majority-owned, owned or controlled by such POE. These lists include, but are not limited to, those issued by the European Union (EU) or one of its member states, the United Nations (UN) Security Council, and the U.S. Government. This declaration does not extend to sanctions imposed by a body other than the UN, the EU or the Federal Republic of Germany that are related to economic sanctions measures taken by a state against another state, unless the UN, the EU or the Federal Republic of Germany have also adopted economic sanctions measures against that state, albeit not identically;
   3. the Contracting Party will not take or refrain from taking any action that results in the other Contracting Party violating sanctions;
   4. the Counterparty will cooperate in good faith with the other Counterparty with respect to the latter's request for the submission of relevant documents (including sanctions verification documents and/or approvals from the competent authorities) to the extent necessary for the other Counterparty to verify compliance with sanctions;
   5. in the event that one of the Contracting Parties ("Contracting Party in Breach of Contract") takes or fails to take any action that results in the other Contracting Party ("Non-Breach of Contracting Party") violating any sanctions, the Non-Contracting Party shall be entitled to terminate the cooperation with the Contracting Party in breach of this Agreement, in whole or in part, without this Agreement incurring any liability to the Contracting Party in whole or in part, without thereby incurring any liability to the Contracting Party. contractual partner in breach of contract arises; such termination shall not affect the rights and obligations existing prior to the termination;
   6. the Breach of Contract shall indemnify the Non-Breach Party against any and all liability, claims, proceedings, actions, fines, losses, costs, expenses and damages arising from, related to or resulting from the breach by the Breach of the foregoing obligations by the Breach Party, unless the Breach Party proves that it is not responsible for the breach of its obligations.

       

9. Applicable law / place of performance / place of jurisdiction

1. The concluded contract is subject to German law and EU law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance for all legal obligations arising between the parties arising from the contractual relationship is the registered office of the buyer if the seller is a registered trader, a legal entity under public law or a special fund under public law.
3. All disputes arising from the contractual relationship as well as from other agreements of the parties made in connection therewith shall be decided at the option of the Buyer by an arbitration court established at a German commodity exchange or by the ordinary court at the registered office of the Buyer. The place of jurisdiction for all disputes arising between the parties, insofar as the seller is a registered trader, a legal entity under public law or a special fund under public law, is the court with jurisdiction for the registered office of the buyer. If the Buyer requests a decision by the arbitral tribunal, the composition of the arbitral tribunal and the proceedings shall be governed by its arbitration rules. In the event that the Seller intends to bring an action against the Buyer, the Buyer undertakes to exercise its right to choose between the ordinary court and the arbitral tribunal pre-litigation at the request of the Seller within a reasonable period of time set for it, which must be at least 3 business days. If the buyer does not declare herself within the period set for her, the right of choice is transferred to the seller. The Buyer must make his choice immediately and inform the Buyer in writing.
4. Unless otherwise provided in these General Terms and Conditions or by law, the Rules for the Interpretation of Commercial Clauses (Incoterms 2020) established by the International Chamber of Commerce of Paris in their current version shall apply in addition.

Effective: August 14, 2026

Deutsche Vilomix Tierernährung GmbH
Bahnhofstr. 30 - 49434 Neuenkirchen-Vörden
Germany
Phone: +49 5493 / 9870 0 – info-de@vilofoss.com