The Good Works

GENERAL CONDITIONS OF SALE

1.- General provision.

1.1 These General Conditions of Sale ("CGV") will govern contracts for the sale of commercial products Fervalle concluded between CHEMICAL FERVALLE S.L.. ("Fervalle") and buyer natural or legal person acting within the framework of their business or professional activity ("Buyer"), so it will not apply the rules of consumers and users. Setting conditions and different trade agreements require those present, in any case, an express written agreement between Buyer and Fervalle prevail, in this case, the agreement on the GCS.

1.2 Buyer acknowledges that the CGV have been validly placed at their disposal by Fervalle prior to the formalization of commercial sales contract and "Contract” It means the extended purchase order by the customer embodying the sale of products from Fervalle. Formulating Fervalle an order implies full and unreserved acceptance by Buyer, and validity, each and every one of the terms of these CGV, to be considered automatic and validly incorporated into the contract of commercial sales, which they will form an inseparable part, without their written transcription therein necessary. *"Supply” means the shipment from Fervalle facilities agreed delivery point (Incoterms 2010), unless otherwise provided in the Contract. Should a delivery point have not agreed, Fervalle shall be entitled to indicate one. *By "Products” It means products under contract whose characteristics and properties are explicitly described in the Contract and, among others, may be of the following type: Fertilizer products, Fertilizers, Supplies, Agrochemicals.

2.- Requests.

2.1 Customers may make their orders through the website Fervalle (usuarios.fervalle.com),by email (pedidos@fervalle.com) or through sales representatives Fervalle (TGC’s), following the recruitment procedure established for this purpose by Fervalle.

2.2 For an order to be considered firm, it must be expressly accepted by Fervalle by sending the relevant order confirmation, containing all the terms of the contract, and will be sent to the email address indicated by this Buyer or by means determined in each case Fervalle, both parties being linked from that time. Asimismo, receipt of the shipment of the products being regarded as tacit acceptance of an order without prior confirmation, in which case the terms of the contract appear on the delivery note corresponding delivery.

2.3 Fervalle reserves the right not to accept orders below the amount and / or volume to be reported annually.

2.4 Fervalle accepted and confirmed by the order, this will be irrevocable and be perfected the sale. Given the commercial nature of the transaction which is regulated in these CGV, Buyer expressly waives the right to terminate the contract. Any modifications that Buyer may have about an order already accepted by Fervalle must be requested in writing, expressing the cause that justifies. Fervalle have the discretion to approve or reject such amendment.

2.5 If the Products ordered under the contract have not yet been delivered or paid, The contract is automatically resolved with immediate effect if the Buyer is declared in bankruptcy, It is in receivership proceedings, appoints a custodian or a trustee, or other measures requested protection from its creditors under bankruptcy law.

3.- Delivery.

3.1 Delivery orders will be held, as far as possible, on the dates agreed. Delivery dates indicated by Fervalle always will be prospective in nature, without prejudice to Fervalle use its best efforts to make sending and receiving of products is made on the dates requested by Buyer.

3.2 They presumed Fervalle fulfilled by delivery dates if it makes the products available to the carrier in advance such that, under normal conditions, is sufficient to carry out the transport.

3.3 The delivery of goods is subject to the effective availability of supply Fervalle. As long as there is availability of goods, Fervalle provide the same within a period not exceeding 5 business days after placing the order. Otherwise,Fervalle inform the Buyer of the estimated delivery date when it can overcome the 5 business days.

3.4 It is presumed received by the buyer when the goods ordered delivery of it is credited to the destinations indicated in each order. Any delay in delivery of the goods shall be notified by the Buyer to Fervalle as soon as possible.

3.5 The ownership of the goods sold to Buyer will deliver it in the agreed place of delivery.

4.- Transport.

4.1 The goods travel at the risk of Fervalle. The risk is assumed by Fervalle until the goods are made available to the Buyer. From that moment, the risk passes to the Buyer.

4.2 Fervalle bears the costs of transporting the goods, provided the order exceeds 1,000€ (A thousand euros) (Peninsula and Portugal), the download is done in one place, the client holds the means for performing the download safely and efficiently, and not otherwise specified in the confirmation of order Fervalle.

4.3 Goods are carefully examined before packing and delivered by the carrier Fervalle. Failures or breakages suffered by the goods during transport are borne by the carrier, Buyer must make known this fact in the delivery document (Waybill equivalent), and I give it to them as soon as possible Fervalle, even prior to receipt of the order or admit to reservations.
4.4 The carrier will be liable to any delay, deterioration or loss of the goods attributable to itself, except accident or of force majeure.

4.5 In any case, shall be deemed, to all effects, that the goods have been received and accepted by the Buyer if he starts to use.

5.- Consignment.

5.1 Fervalle,,fi,Fertilizer Factory,,es,Menu,,en,Start,,es,Company,,es,customers,,es,Mission,,es,View,,es,Quality politics,,es,Certifications,,es,Investigation and development,,es,Agriculture products,,es,COPPER,,es,Cuvalle®,,fi,Cuprovalle®,,fi,Brotovalle®,,cs,Brotovalle® n,,fi,Supracu®,,pt,Silium®,,la,CORRECTIVE pH,,ca,pH Color®,,en,pH Valle®,,en,Nematvalle®,,hr,AMINO ACIDS,,es,Aminovalle®,,uz,Aminovalle® More,,fr,Siapvalle®,,fi,BEGAN,,et,Algavalle®,,et,Plus Algavalle®,,et,BORO,,en,Borovalle®,,hr,Molibo®,,ceb,GAMA SOCCER,,it,Acebor®,,pt,Calbovalle®,,en,Calcimax®,,en,Desalvalle®,,en,GAMA QUELATAMÍN,,gl,B Quelatamin®,,gl,As Quelatamin®,,gl,Quelatamin® Mg,,gl,Quelatamin® K,,gl,Quelatamin® Zn Mn,,gl,POTASSIUM,,es,Potasium®,,id,Potasium® N,,id,Potasium® Plus,,id,MIX,,en,Ziman®,,ku,Kelmax®,,mt,Missvalle®,,fi,humic FULVIC,,gl,Humivalle®,,fi,Maorvalle®,,fi,SPECIAL,,es,Fosmax®,,en,Fosmax® Eco,,en,Engorplus®,,en,Excalibur®,,en,Krapton®,,eo,Contact,,es,Good works,,es,slider02,,en,good works,,es,FARMING,,es, according to the Buyer, and in exceptional cases it may make deliveries of products in tank / consignment, in which case will be considered free commercial deposit and the Products delivered shall be fully owned by Fervalle until the Buyer make buying them, reserving moving them to any other place where deemed necessary. With the withdrawal of products from store consignment by Buyer, whatever the purpose, It shall be deemed perfected the purchase irrevocably.

5.2 The issuance of the corresponding products subject to the purchase invoice is made at the time of liquidating the campaign or deadlines previously agreed between the parties.

5.3 Buyer is obliged to the custody of the Products owned by Fervalle being responsible for the conservation and quantity and quality of products on consignment and must be set for all the means were necessary conservation (treatments against insects / pests, humidity and temperature control, theft and damage insurance etc.).

5.4 Fervalle only accept returns / returns on consignment in perfect condition (broken containers will not be accepted, open, desprecintados, impaired, previous campaigns etc.).

6.- Terms applicable to the use and destination of Products.

6.1 In general. The label on the packaging includes restrictions on the use of Products, Buyer and subsequent purchasers must observe. Using Products, Buyer or successive buyers confirm their(s) commitment(s) to observe. The product and its packaging are owned by Fervalle or its licensors, and it is protected by copyright and intellectual property.

6.2 Buyer agrees not to remove the label product packaging. The same restrictions apply to become buyers Buyer.

6.3 Buyer allow elacceso at any time Fervalle, if he so requests, the facilities where the products are placed in order to allow them to inspect the use that is being given to them. Fervalle notify your visit to Buyer in good time.

7.- Warranty and sanitation.

7.1 Fervalle guarantees that the products it sells meet the technical and functional descriptions contained in the label and its quality is within specifications.

7.2 Buyer shall examine the goods at the time of receipt, communicating in writing, as soon as possible, to Fervalle any apparent external defect and he could observe; Likewise, Buyer shall make known to Fervalle, as soon as possible, written, any hidden defect that could arise after delivery of the goods. In the written communication sent to Fervalle Buyer must specify the type and extent of vice or defect warned.

7.3 Fervalle liable for any apparent defects within a maximum period of 10 days from the date of delivery and 4 months of hidden defects.

7.4 Fervalle noted by the existence and imputability to this vice or defect reported by Buyer, Fervalle proceed, your choice, the replacement or repair of the goods or, If this is not possible or cause discomfort beyond reasonable Buyer, it will offer the choice between terminate the contract with full refund of the price or reduce the price depending on the defective goods. This form of sanitation is the only remedy Buyer in case of lack of conformity of goods, therefore expressly excludes any other actions and rights of the Buyer against Fervalle for this reason.

7.5 Fervalle in no case be liable for damage caused to the goods themselves, other property or persons as a result of improper handling, employment or application, storage and / or transportation of their products (as, as a manufacturer, It has no ability to control such actions), modifications or alterations made to products by Buyer, or fortuitous circumstances or force majeure, or any other circumstances beyond the control of Fervalle.

8.- Prices and payment terms.

8.1 The prices charged are those in effect at the time of purchase, according rate established by Fervalle. Published in Fervalle price list prices do not include I.V.A. Fervalle may modify the price list at any time. The price changes will not affect delivery backlogs, those who apply the prices prevailing at the date the order was formalized.

8.2 Fervalle payments to be made to the 60 days after the invoice date.

8.3 All payments are made through bank draft must provide the buyer the first time Fervalle contract with your bank details and sign a generic debit authorization for Fervalle. Whenever the Buyer requests a new order Fervalle, and this is accepted by Fervalle, Buyer expressly authorizes the collection Fervalle to submit the bill for that particular order charged to the bank account you provided to Fervalle and the exact amounts on the order confirmation that recibade Fervalle. Por tanto, Buyer expressly acknowledges that no right to ask your bank refund invoices for an order confirmed that Fervalle will turn against that current account, not fulfilled the conditions of Article 33.1 of the law 16/2009, de 13 of November, Payment Services (“ Payment Services Act "). In any case, and to avoid all kinds of doubts, Buyer expressly disclaims request the return of Fervalle bills corresponding to an order confirmed in accordance with Article 23.1 Act Payment Services. Notwithstanding the foregoing, Fervalle reserves the right to require, when it deems appropriate, payment by other means (without limitation mode, but not limited, cheque, wire transfer, heel, etc.).

8.4 Accepting the form of payments through twists NOT IMPLY WAIVER OF JURISDICTION OF THE COURTS OF MURCIA, WHO IN CASE OF LITIGATION shall have exclusive jurisdiction, in accordance with the provisions of clause 19.

8.5 Payments outside due by Buyer will force the latter to pay Fervalle, without formal notice and from the payment due date, interest for late payment calculated delayed 0,75% my (a part of a month is considered a full month for the purpose of calculating interest). Asimismo, Buyer shall bear the financial and banking expenses that the delay occurs. The payment of such interest shall not relieve the Buyer from the obligation to make the remaining payments under the agreed conditions.

8.6 Given the breach of payment obligations by Buyer against Fervalle, Fervalle is entitled to terminate the purchase agreement, Total or partially, with compensation for damages and payment of related interest

9.- Returns.

9.1 Fervalle does not accept returns of orders already served, unless otherwise specified in the specific terms agreed between Fervalle and Buyer or in cases where apparent or hidden defects concur goods, such defects have been communicated in writing to Fervalle within the time specified in clause 7.3, and it has confirmed the existence of flaws or defects and imputing them to Fervalle.

9.2 Returns or shipments to installations Fervalle, either for replacement or credit, They should always be made by Buyer prepaid. Notwithstanding the foregoing, if it is finally shown that the flaw or defect is attributable to Fervalle, It shall reimburse the costs of postage Buyer.

10.- Responsibility.

10.1 Outside of the alleged sanitation for lack of conformity of goods (They governed solely and exclusively by the provisions of clause 7), any claim for damages made by the Purchaser against Fervalle for breach of contractual obligations Fervalle, It is expressly excluded when there is no gross negligence or willful misconduct. Fervalle's contractual liability is limited to the value of the purchase of Products. In no case, Fervalle liable to Buyer for loss of profits, loss of income, downtime costs or, en general, loss of any kind that may suffer the Buyer arising from non-delivery or defective delivery of the goods.

10.2 The limitation of liability contained in this clause 8 shall prevail over any other contained in any other contractual document to be contradictory or inconsistent with the same, unless such provision limiting further the liability of Fervalle.

10.3 Buyer Fervalle hold harmless against any and all claims of third parties for damages caused by or related to any of the products delivered by Fervalle, including complaints against Fervalle in his capacity as manufacturer of the products conformi
dad with any agreement concerning liability for defective products, unless such damage is due to willful or negligent conduct Fervalle.

11.- Personal data protection.

11.1 Buyer is a legal entity or an individual acting in the field of business or professional activity. Por tanto, the identification and contact data Buyer, or their representatives, to facilitate Fervalle to formalize and compliance with commercial sales contract governed by these CGV no consideration of personal data in accordance with Articles 2.2 y 2.3 Royal Decree 1720/2007, de 21 de diciembre, so that they do not apply to them the Organic Law 15/1999, de 13 de diciembre, de Protección de Datos de Carácter Personal (“LOPD”).

11.2 Notwithstanding the foregoing, assuming that among such identification and contact data Personal data is encontrasen ("Personal information"), shall apply the following:

11.2.1 Personal data will be incorporated into a file owned by Fervalle, residing in Archena, Calle Chile, 15, 30600, Buyer who authorizes the processing of personal data, in order to formalize and fulfill the commercial sales contract, and perform particularly commercial and / or advertising campaigns general or, being included, Likewise, sending surveys, advertising and commercial information by mail
mail and SMS.

11.2.2 Buyer is informed that personal data may be transferred only to formalize and fulfill the purchase agreement, the companies belonging to the Group Fervalle, domiciled inside and outside the European Union, whose activities relate to the areas of crop protection, investigation, desarrollo, fertilizer production and marketing, fertilizers and agrochemicals, to the Buyer expressly agrees. In particular, Buyer consents expressly and unequivocally that their personal data may be transferred to Group companies domiciled in countries outside the European Union, as the United States of America, whose laws do not provide a level of protection of personal data concerning comparable to countries of the European Union.

11.2.3 Buyer may exercise their right of access, rectificación, cancellation and opposition of personal data, and revoke the consent given, without retroactive, for the treatment of your data for advertising purposes and commercial, by sending a letter to the Sales Department, situated in Archena, Calle Chile 15, 30600, attaching a copy of your C.I.F, D.N.I. or passport.

12.- Use of Trademarks, packaging and traceability.

12.1 Use of trademarks, and other distinctive signs of Fervalle. All trademarks, service marks and logos included in the Contract and any document or web page reference (the "Trademarks") They are registered and unregistered trademarks of Fervalle Group or third parties who have licensed their Fervalle registered on behalf of Group brands. Buyer will not reproduce, display or otherwise use any Trademark without the prior written permission of Fervalle. Unless otherwise agreed in writing, Buyer is not authorized to use the Trademarks, signs or other marks used by Fervalle, to differentiate their products from those of other businesses, salvoque offer the products in their original packaging where trademarks, the signs, trademarks and other indications have been made by Fervalle. In case of resale of the Products delivered, This provision shall also apply to the buyer Buyer and any other subsequent purchasers. Breach of this provision shall be deemed a breach of the TCG.

12.2 Packaging. Buyer shall not alter or remove Product packing trademarks, corporate or trade names, labels or the rights of intellectual property of any kind belonging to Fervalle, unless they have consented Fervalle.

12.3 traceability. Buyer acknowledges hereby that any marketing that make a product whose label, lot number or date of sale have been eliminated, The blurred modified, It represents a serious breach of the GCS and the Contract. Such failure may result in the termination of the Agreement at the sole discretion of Fervalle, without any compensation to Buyer. In that case, the buyer will assume their own risk all legal consequences, financial and legal that may arise.

13.- Industrial Property Rights.

13.1 Buyer shall comply with the restrictions and limitations set on Products, as well as the relevant national implementations that are incorporated into this Agreement.

13.2 Fervalle indemnify Buyer for damages in which it incurred as a result decualquier the first infringement of industrial property rights of Fervalle. Buyer agrees to cooperate fully in accordance with instructions received from Fervalle, even in obtaining evidence, on the assumption that it looks involved in a legal proceeding relating to industrial property rights.

14.- responsible manager.

Buyer agrees to (i) hire only trained personnel and qualified in the proper handling of the Products; (ii) observe at all times the recommended practices Fervalle safe use and disposal or international organizations; y (iii) use the Products only with their intended purposes. Buyer confirms that it will comply at all times with the laws, sanctions and local and international regulations in force, especially with OECD regulations concerning payments.

15.- Overwhelming force.

Fervalle not be liable to Buyer in any way, or it is deemed to have breached the contract, for the delay in compliance or non-compliance with its obligations under the Contract, if such delay or failure should be or derived from a Force Majeure. By Force Majeure means any cause beyond the control Fervalle responsible for your contractor or not capable of foresight or whose effects could not reasonably have foreseen. For example, the total demand for products that exceeds for any reason the total stock of Fervalle available through its usual distribution agreements shall be construed as Force Majeure.

16.- confidentiality.

Buyer kept strictly confidential all information relating to the Products, the know-how and trade secrets of Fervalle and your business, regardless of the source of such information it has been Fervalle, one of its subsidiaries or third party, or regardless of whether such information has been found, developed or produced by Buyer itself. Specific, without limiting the foregoing, turnover figures and measures to promote sales will not be disclosed to third parties.

17.- Divisibility.

In the event that any of these GTCs be declared void or enforceable devoid of any competent jurisdiction, the parties or remaining provisions shall nevertheless remain in full force. In that case, Parties shall make every effort to negotiate substitute provisions of the declared void or of no enforceable in order to carry out the intent and purpose of the Agreement and the TCG.

18.- Law and jurisdiction.

Relations between the parties are governed by the Spanish Laws. Buyer and undergo Fervalle express formally, for all derivative issue of compliance and implementation of the business relationship, the Courts of Murcia, expressly waiving their own jurisdiction, in if different.