General Terms and Conditions of Sale and Delivery

1. Scope

1.1 These Terms apply exclusively to companies, traders, cooperatives and other commercial customers. Cerantis does not sell to consumers.

1.2 The version in force when the contract is concluded applies. It also applies to all future transactions with the same Buyer without any further reference being required.

1.3 Deviating or supplementary terms of the Buyer, in particular purchasing conditions, apply only if Cerantis has expressly agreed to them in writing. This also holds where Cerantis does not object to such terms or delivers with knowledge of them.

1.4 In the event of contradictions, the following order of precedence applies: (1) the individual agreement in the sales contract or order confirmation, (2) these Terms, (3) the Incoterms® 2020.

2. Offers and conclusion of contract

2.1 Information on the website, in price lists and market price overviews, and offers made by Cerantis are subject to change and non-binding unless they are expressly designated as binding and state a period of validity.

2.2 A contract is concluded only upon Cerantis’ written order confirmation or a sales contract signed by both parties; e-mail is sufficient. The content of the order confirmation is authoritative unless the Buyer objects in writing within 2 working days of receipt.

2.3 Cerantis acts as a trader. Its obligation to deliver is subject to correct and timely supply by the manufacturer or upstream supplier, provided that Cerantis has concluded a corresponding supply contract and is not responsible for the failure to supply. In that case Cerantis informs the Buyer without delay and refunds payments already made for the quantity not delivered.

3. Prices

3.1 Prices are quoted in the currency stated in the order confirmation, net and exclusive of statutory value added tax where due. They apply to the agreed delivery term, quantity and delivery period.

3.2 Unless the agreed delivery term allocates them to Cerantis, the Buyer bears all customs duties, import charges, taxes and fees, the costs arising from the Carbon Border Adjustment Mechanism (CBAM), and inspection, handling and storage costs in the country of destination.

3.3 If freight rates, customs duties, levies, insurance premiums or other costs beyond Cerantis’ control increase between conclusion of the contract and delivery as a result of official measures or extraordinary market events, Cerantis may adjust the price by the amount of the documented additional costs. If the adjustment exceeds 10% of the purchase price, the Buyer may withdraw from the delivery concerned within 5 working days of notification.

4. Payment

4.1 The payment terms of the order confirmation apply. In the absence of an agreement, the full purchase price must be paid in advance before loading or secured by an irrevocable letter of credit confirmed by a bank acceptable to Cerantis.

4.2 Payments must be made without deduction and free of charges to the account stated on the invoice. Bank charges are borne by the Buyer. A payment is deemed made only once it has been credited to Cerantis’ account.

4.3 Upon expiry of the payment period the Buyer is in default without a reminder. Cerantis charges default interest of 8% per annum as well as reminder and collection costs. The right to claim further damages is reserved.

4.4 In the event of default or justified doubts about the Buyer’s solvency, Cerantis may declare all claims immediately due, withhold outstanding deliveries, demand advance payment or security and, after a reasonable grace period has expired without result, withdraw from the contract.

4.5 The Buyer may set off or withhold payments only on the basis of claims that are undisputed or have been finally determined by a court.

4.6 Cerantis never communicates changes to its bank details by e-mail alone. Before making payment, the Buyer must verify any changed payment details by telephone with its known contact person. Payments to an account not confirmed in this way do not release the Buyer from its payment obligation.

5. Delivery and transfer of risk

5.1 The delivery term stated in the order confirmation applies in accordance with the Incoterms® 2020, together with the place named there. If no delivery term is stated, delivery is made FCA at the place of loading designated by Cerantis (plant or warehouse).

5.2 Benefit and risk pass to the Buyer in accordance with the agreed delivery term or, in the absence of such a term, when the Goods are handed over to the first carrier.

5.3 Delivery dates and periods are indicative unless expressly designated as fixed. A delivery period begins only once all details of performance have been clarified and agreed advance payments, letters of credit and the documents and permits to be provided by the Buyer are available.

5.4 Partial deliveries are permitted and may be invoiced separately.

5.5 If Cerantis is in default of delivery, the Buyer must set a reasonable grace period of at least 14 days in writing. If that period expires without result, the Buyer may withdraw from the contract in respect of the quantity not delivered. Further claims are governed by clause 10.

6. Quantity, weight and quality

6.1 Cerantis may deliver up to 5% more or less than the agreed quantity for packed Goods and up to 10% more or less for bulk Goods. The quantity actually delivered is invoiced.

6.2 The weight determined at the place of loading (calibrated scale, draft survey or transport document) is authoritative. Customary loss in transit does not constitute a defect.

6.3 The quality of the Goods is determined exclusively by the specification in the order confirmation or by the manufacturer’s product data sheet or certificate of analysis. Information on the website, in documents and in samples is indicative and does not constitute a warranty. Statutory tolerances for nutrient content (in particular under the Swiss Fertilizer Ordinance and Regulation (EU) 2019/1009) and customary deviations in granulation, colour and moisture do not constitute a defect.

6.4 If inspection by an independent inspection company at the place of loading has been agreed, its findings on quantity and quality are binding on both parties, except in the case of manifest error or fraud. Unless otherwise agreed, the costs are borne by the party requesting the inspection.

7. Acceptance and unloading

7.1 The Buyer must take delivery of the Goods on the agreed date. The Buyer provides the unloading facilities and obtains the permits and import clearance where these are its responsibility under the delivery term.

7.2 In the event of default of acceptance or late call-off, the Buyer bears all additional costs, in particular storage charges, waiting time and demurrage as well as dead freight; risk passes to the Buyer when the default begins. After a grace period of 7 days has expired without result, Cerantis may sell the Goods elsewhere and claim the shortfall in proceeds and the costs from the Buyer.

7.3 Where call-off quantities have been agreed, they must be called off evenly over the delivery period.

8. Inspection and notice of defects

8.1 The Buyer inspects the Goods immediately upon arrival at the place of destination for quantity, identity, packaging and apparent quality, and does so before they are unloaded into shared storage, blended, processed, applied or resold.

8.2 Transport damage and shortages must be noted on the transport document, confirmed by the carrier and reported to Cerantis within 2 working days.

8.3 Apparent defects must be notified in writing within 5 working days of arrival of the Goods, hidden defects within 5 working days of their discovery, but no later than 6 months after delivery. The notice must describe the defect and include photographs, delivery documents and the batch number.

8.4 Goods complained of must be stored separately, unblended and properly. The Buyer gives Cerantis, the manufacturer or an expert the opportunity to inspect and sample them.

8.5 If the parties cannot agree on a quality defect, then, subject to clause 6.4, a representative sample is drawn jointly or by an independent inspection company in accordance with a recognised standard for the sampling of fertilizers and divided into three sealed sub-samples: one for each party and one for analysis. The analysis is carried out by an accredited laboratory appointed by both parties; if they cannot agree, Cerantis appoints an accredited laboratory that is independent of both parties. The result is final and binding on both parties, except in the case of manifest error. The costs of sampling and analysis are borne by the unsuccessful party.

8.6 Without notice given in due time and form, the Goods are deemed accepted. A notice of defects does not release the Buyer from its payment obligation. Returns are permitted only with Cerantis’ prior consent.

9. Warranty

9.1 Cerantis warrants that the Goods conform to the agreed specification at the time risk passes. Any further warranty, in particular of fitness for a particular purpose, crop or soil, of yield, miscibility or spreading behaviour, is excluded to the extent permitted by law.

9.2 No warranty is given for changes occurring after the transfer of risk, in particular moisture absorption, caking, segregation or dust formation resulting from transport, handling or improper or prolonged storage.

9.3 In the event of a justified complaint, Cerantis will at its option deliver replacement Goods, deliver the missing quantity or grant an appropriate price reduction. If replacement fails or is unreasonable, the Buyer may withdraw from the contract in respect of the defective quantity. Further claims are governed by clause 10.

9.4 Warranty claims become time-barred 12 months after delivery. The notice periods under clause 8.3 apply independently of this: a defect that has not been notified in due time can no longer be asserted, even within the limitation period.

9.5 On request, Cerantis assigns its claims against the manufacturer or upstream supplier to the Buyer.

10. Liability

10.1 Cerantis is liable without limitation for damage caused by unlawful intent and gross negligence and wherever liability cannot be excluded or limited under mandatory law, in particular under the Swiss Product Liability Act.

10.2 In all other respects, the liability of Cerantis on any legal ground is excluded to the extent permitted by law. In particular, liability is excluded for slight negligence, for auxiliary persons, and for indirect and consequential damage such as loss of profit, loss of yield and crop failure, loss of production, recall costs, third-party claims and contractual penalties owed by the Buyer.

10.3 Subject to clause 10.1, any liability of Cerantis is limited to the net invoice value of the delivery concerned.

10.4 Application, dosage, blending and storage of the Goods are beyond Cerantis’ control. Advice on application is given to the best of Cerantis’ knowledge but is non-binding; the Buyer itself verifies the suitability of the Goods for its purpose.

11. Retention of title

11.1 The Goods remain the property of Cerantis until the purchase price has been paid in full. Cerantis is entitled to have the retention of title registered, at the Buyer’s expense, in the retention of title register at the Buyer’s registered office or in accordance with the law of the country of destination. The Buyer cooperates in this.

11.2 For deliveries abroad, the retention of title applies to the fullest extent permitted by the law of the country of destination. Where that law so permits, it extends to processed or blended Goods and to the claims arising from resale, which the Buyer hereby assigns to Cerantis in advance.

11.3 The Buyer stores the Goods subject to retention of title with care, insures them adequately and informs Cerantis without delay of any attachment or other third-party access.

12. Force majeure

12.1 Neither party is liable for non-performance or delayed performance due to circumstances beyond its reasonable control. These include in particular natural events, high and low water, closures of waterways, war, unrest, epidemics, strikes, official measures, import and export restrictions, sanctions, operational disruptions and production outages at the manufacturer, shortages of energy and raw materials, and the failure of means of transport or ports. This also applies where such circumstances occur at upstream suppliers.

12.2 The affected party notifies the other without delay. Deadlines are extended by the duration of the event. If it lasts longer than 60 days, either party may withdraw from the contract in respect of the unperformed quantity without liability for damages. The obligation to pay for Goods already delivered remains.

12.3 If the Goods are available only to a limited extent, Cerantis may allocate the available quantity among its customers on a pro rata basis.

13. Product safety and obligations of the Buyer

13.1 Fertilizers may be hazardous substances. The Buyer handles, stores, transports and uses the Goods in accordance with the safety data sheet, the labelling and the applicable regulations, and passes this information on to its customers.

13.2 The Buyer fulfils the obligations incumbent on it in the country of destination as importer, distributor or party placing the Goods on the market, in particular regarding authorisation, notification, labelling and import of the Goods (in Switzerland under the Fertilizer Ordinance, in the EU under Regulation (EU) 2019/1009). Cerantis warrants the marketability of the Goods in the country of destination only if it has expressly confirmed this in writing. Mandatory statutory obligations incumbent on Cerantis itself as importer or party placing the Goods on the market remain reserved.

13.3 Cerantis supplies ammonium nitrate-based fertilizers and other products regulated as explosives precursors exclusively for professional and commercial purposes; the Buyer confirms this use. The Buyer complies with the rules applicable to it at its registered office and in the country of destination: in the EU in particular Regulation (EU) 2019/1148 with its restrictions on making products available and its information and reporting obligations, in Switzerland in particular the Precursors Act with its duty to inform when passing products on. Irrespective of this, the Buyer reports suspicious transactions, disappearances and thefts to the competent authorities. Cerantis may request an end-use declaration.

13.4 The Buyer indemnifies Cerantis against third-party claims arising from a breach of these obligations.

14. Sanctions, export control and integrity

14.1 The Buyer warrants that neither it nor its beneficial owners, officers or end customers are subject to sanctions of Switzerland, the United Nations, the European Union, the United Kingdom or the United States, and that the Goods will not be delivered, used or resold in breach of these rules.

14.2 Cerantis may at any time request information and documents identifying the Buyer and the end customer. Cerantis may suspend performance or withdraw from the contract without liability if performance would breach sanctions, export control or anti-money laundering rules or if the Buyer refuses to provide the information requested.

14.3 Both parties comply with the applicable anti-corruption rules and neither grant nor accept undue advantages.

15. Confidentiality and data protection

15.1 Prices, terms and information about manufacturers and upstream suppliers must be treated as confidential. Cerantis processes personal data in accordance with its privacy policy.

15.2 The Buyer uses information about manufacturers and upstream suppliers received from Cerantis exclusively for the performance of the contract with Cerantis. Further agreements protecting Cerantis’ supply relationships remain reserved.

16. Final provisions

16.1 Amendments and additions to the contract must be made in writing; e-mail is sufficient.

16.2 The Buyer may assign rights under the contract only with Cerantis’ prior written consent. Cerantis may assign its claims for financing and insurance purposes.

16.3 If a provision of these Terms is invalid in whole or in part, the remaining provisions remain valid. The invalid provision is replaced by one that comes closest to its economic purpose.

16.4 These Terms are available in several languages. In the event of discrepancies, the German version prevails.

16.5 Swiss substantive law applies, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.6 The exclusive place of jurisdiction is Zug, Switzerland. Cerantis may also bring proceedings against the Buyer at the Buyer’s registered office.