GTC

General Terms and Conditions of GRANOVIT AG

A General Section (for all contracts)

1. Scope of Application
These General Terms and Conditions (GTC) apply to all sales transactions between GRANOVIT AG, Rinaustrasse 380, CH 4303 Kaiseraugst (hereinafter "Granovit") and its customers (hereinafter "the Customer"). These GTC are deemed accepted by the Customer upon acceptance of the offer. Within the framework of an existing business relationship, the GTC remain valid even if not specifically referred to in an individual order. General terms and conditions of the Customer are excluded. Any agreements deviating from these GTC will only be effective if agreed upon in writing between the parties.

2. Conclusion of Contract
Every order placed by the Customer is binding. The purchase contract is concluded upon receipt of the order confirmation.

3. Prices
All prices are in Swiss Francs (CHF).

4. Payment Period / Advance Payment / Default of Payment
Unless expressly agreed otherwise in writing, invoices from Granovit are to be paid by the Customer within 30 days from the invoice date and without any deduction for discount. Granovit reserves the right to deliver goods only against advance payment at any time, notwithstanding the contractually agreed payment period. In the event of payment delays, Granovit is entitled to charge processing fees and any default interest. The Customer shall bear all fees, costs, and expenses incurred in connection with any legally successful legal action against them. If the Customer is in arrears with a (partial) payment for any reason, or if Granovit has serious concerns, due to circumstances arising after the conclusion of the contract, that it will not receive the Customer's payments or not receive them in time, Granovit is entitled, without prejudice to its other claims, to suspend further performance of the contract and to withhold ready-to-ship deliveries until new payment and delivery conditions are agreed upon and Granovit has received sufficient security. If such an agreement cannot be reached within a reasonable period and no sufficient security is provided, Granovit is entitled to withdraw from the contract and to claim damages, including compensation for lost profits. Without written consent, the Customer is not entitled to offset any existing or alleged claims against those of Granovit.

5. Deliveries
Granovit strives to carry out deliveries within the planned delivery period. However, dates and delivery times are in no way binding. Insofar as Granovit provides information on delivery times, these are estimated delivery times; they are non-binding. Granovit is entitled to deliver products in partial deliveries.

6. Retention of Title
Ownership of all goods and materials supplied by Granovit to the Customer shall only pass to the Customer upon full payment. As long as the agreed remuneration has not been paid in full, Granovit is entitled to arrange, at the Customer's expense, the registration of any retention of title for all goods and materials owned by Granovit but in the Customer's possession.

7. Warranty
Granovit warrants that self-produced products comply with all legal requirements in Switzerland. For third-party manufacturer products, the warranty regulations of the respective third-party manufacturers apply. Advice, information, and statements regarding the application and processing possibilities of products supplied by Granovit are given to the best of our knowledge, but without obligation and excluding any liability. The Customer must inform Granovit before order confirmation about circumstances that are relevant for Granovit for the performance of the contract and that are not generally known to Granovit. Any resulting additional expenses for Granovit are to be reimbursed by the Customer. The Customer shall indemnify Granovit if Granovit incurs damage due to missing or insufficient information from the Customer.

8. Complaints / Notification of Defects
Upon handover of the products, the Customer or his auxiliary persons or the persons commissioned by the Customer with the transport are obliged to inspect the products. Any defects must be reported by the Customer or his auxiliary persons within three working days. If the Customer fails to inspect in due time, the purchased and delivered products shall be deemed approved, unless the defects were not recognizable despite careful inspection (so-called hidden defects). In the case of hidden defects, a written notification must be submitted to Granovit within three working days after their discovery. Warranty rights expire 30 calendar days after the handover of the products by Granovit. Should Granovit products be defective, Granovit has the sole right to decide whether to offer the Customer replacement of the products, a reduction in the purchase price, or return of the products with consideration of the refund of the payment already made, or a refund in the form of a voucher.

9. Liability
Granovit is solely liable for direct damages caused intentionally or by gross negligence to the delivered item. Liability for slight negligence is excluded. Granovit is not liable for damages that did not occur to the delivered item, in particular Granovit is not liable for indirect damages or damages resulting from the defective delivered item. Granovit is particularly not liable for costs due to production downtime and for consequential damages of any kind resulting from the use of defective products. To the extent legally permissible, liability for Granovit's auxiliary persons is waived. The customer must prevent the occurrence or increase of any damage as far as possible with all reasonable measures. Granovit can also not be held liable if force majeure, business interruptions, environmental events, strikes, unrest, warlike events, traffic disruptions or orders from higher authorities at home and abroad prevent the fulfillment of contractual services. Granovit's liability arising from or in connection with the contract or its improper performance is limited in total to the price paid by the customer for the purchased products. This exclusion of liability does not apply in cases of gross negligence or unlawful intent or insofar as mandatory law opposes it. To the extent legally permissible, liability for lost profit and for Granovit's auxiliary persons is waived.

10. Data Protection
Granovit's data protection regulations apply.

11. Transfer of Rights and Obligations
Granovit is entitled to transfer individual rights and obligations from the contractual relationship to a third party without the consent of the Customer.

12. Applicable Law / Place of Jurisdiction
The contract between Granovit and the Customer is subject to Swiss law, to the exclusion of international private law/conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG). The parties shall attempt to settle disagreements amicably. The place of jurisdiction is Kaiseraugst.

13. Severability Clause
Should individual parts of the contract between the parties be invalid, the validity of the remaining provisions shall not be affected thereby. In this case, the parties shall interpret and adapt the contract in such a way that the economic purpose intended with the void or legally ineffective parts is nevertheless achieved as far as possible.

14. Priority of the German version
These GTC are drawn up in German, French, and English. In case of discrepancies, the German text shall prevail.

B Special Section for "Agri" Distribution

This section supplements the General Section and takes precedence in case of contradictions.

15. Recipe Changes & Quantity
Products may deviate in composition from the original offer or a previous delivery. Granovit, its suppliers, and/or third-party manufacturers are entitled, even after acceptance of the order, to make changes or improvements to the product or to modify the recipe. If explicitly special recipes are agreed upon, Granovit is also entitled to offer the Customer alternative and equivalent products or recipes. Should the Customer refuse to accept the alternative and equivalent products, Granovit is entitled to cancel the order without compensation. The Customer is not entitled to any claims for damages. Furthermore, the quantity of products actually delivered may deviate from the ordered quantity. For the fulfillment of Granovit's contractual services, the quality and condition of the goods determined at the loading point and recorded on the delivery documents, as well as the net weight determined at the loading point and recorded on the delivery documents, are decisive. Obvious quality and weight differences correctly ascertained by the Customer at the receiving point at the start of unloading are reserved for all products sold by Granovit. Weight differences due to faulty means of transport require a factual assessment by third parties (transport agents, official bodies, experts, etc.).

16. Transfer of Risk
All products are made available to the Customer or their carrier at Granovit's factory. Unless expressly agreed otherwise in writing, the collection of the goods is commissioned by the Customer themselves and is at their expense and risk. The principle of "Ex Works" (EXW; Incoterms 2020) applies. Benefit and risk pass to the Customer upon notification of readiness for dispatch of the products. It is up to the Customer to insure the products against transport damage and/or loss.

17. Deliveries
By signing the delivery note, the Customer confirms that they have received the products in accordance with the details on the delivery note. The Customer must assert claims arising from transport damage or loss or partial loss of the products against the carrier. The Customer tacitly accepts the delivery even if the driver signed on their behalf in their absence. In this case, if the delivery does not correspond to the details on the delivery note, Granovit must be informed within three working days. In the event of a non-delivery by Granovit, the Customer must also contact Granovit within three working days. In the event of restricted traffic routes or other impeding obstacles that limit, delay or make delivery to the Customer impossible, Granovit must be informed in advance. Otherwise, Granovit reserves the right to charge additional costs for delivery.

18. Prices / Surcharges
Unless expressly agreed otherwise in writing, the current daily gross prices minus the official discounts or those agreed with the customer apply. Prices are exclusive of legally due VAT and any other statutory charges. Should gross prices change between the order date and the delivery of the goods, the prices valid on the day of delivery apply. Granovit may charge surcharges for express orders. Transport costs, packaging costs, cash on delivery charges, express surcharges, insurance costs, as well as all other costs, fees and customs duties are borne by the customer.

C Special Section for the Webshop

This section supplements the General Section and takes precedence in case of contradictions.

19. Prices / Shipping / Delivery Area / Costs
Prices include VAT and any statutory charges. Granovit only ships its products to delivery addresses in Switzerland. Shipping costs are transparently displayed in the webshop. Granovit reserves the right to make price changes and correct errors.

20. Payment
Payments can be made using the payment options specified in the webshop.

21. Transfer of Risk
The transfer of risk passes upon handover of the goods to the commissioned transport company.

22. Storage Conditions
The products are to be stored as follows:
• In darkness (UV-protected) and dry ambient temperature (15-25°C).
• Temperature fluctuations of 10°C must NOT be exceeded. This is to avoid condensation.
• To ensure the good shape of the extrudates, temperatures below 0°C must be avoided. No freezing temperatures.
• The feed must be stored in closed bags, not directly on the floor (only on pallets or shelves) and without direct contact with the walls. The relative humidity of the air must be between 45-65%.
• All plastic and pallet protective films must be removed immediately after receipt of the delivered feed.